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$44	Preview Full Doc	2000	OEM Agreement OEM Agreement (98K) Doc #108864: Click preview link for longer preview. OEM AGREEMENT This OEM Agreement (this "Agreement") is entered into as of July 14, 1999 --------- (the "Effective Date") by and between Tioga Systems, Inc., a Delaware -------------- corporation ("Tioga"), and At Home Corporation d/b/a Excite@Home, a Delaware ----- - corporation ("OEM"). --- WHEREAS, Tioga has developed a class of enterprise software management solutions, known, collectively, as the "Tioga Self-Healing(TM) System;" ----------------------------- WHEREAS, OEM provides internet services to its customers; WHEREAS, Tioga desires to license to OEM the Tioga Agent and the Tioga Healing Console as set forth below; WHEREAS, OEM desires to license from Tioga the Tioga Agent and Tioga Healing Console to market and sublicense the Tioga Agent directly to end-users in conjunction with OEM's internet services and for internal use in OEM's internet services business; NOW THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows: SECTION 1. DEFINITIONS ----------- 1.1 "Copy" means an exact copy of the software of the Tioga Agent in object code form only, together with an exact copy of the Documentation and the Materials. 1.2 "Confidential Information" means information about either party's business or activities that is proprietary and confidential, which shall include all business, financial, technical and other information of a party marked or designed by such party as "confidential" or "proprietary;" or information which, by the nature of the circumstances surrounding the disclosure, ought in good faith be treated as confidential, including, without limitation, the specific terms, pricing and fees set forth in this Agreement. 1.3 "Documentation" means any user manuals and any other support documentation, as provided by Tioga in electronic file format to be bundled with the Tioga Agent. 1.4 "End-User" means any third party who is entitled to use the Tioga Agent in conjunction with services obtained directly from OEM solely for its own personal or internal use at its principal place of business. 1.5 "First Level Support" means all direct interaction with End-Users regarding (i) the use and operation of OEM's internet service offerings including the Product, (ii) the intake and classification of all End-User inquiries regarding suspected errors in OEM's internet service offerings including the Product and (iii) the delivery to End-Users of error corrections, work-arounds, new releases and upgrades that OEM is authorized to provide to End-Users pursuant to this Agreement. 108864	Pillsbury Pillsbury Winthrop LLP ; Pillsbury Pillsbury Winthrop LLP As referenced in this OEM Agreement: Pillsbury Madison – Dave Bagshaw Attn: Secretary With copies to: With Copies to: General Counsel Christine F. Nakagawa Pillsbury Madison & Sutro LLP All invoices shall be sent to the above address, 2550 Hanover Street dt 39581 ; SupportSoft SupportSoft, Inc. ( Software & Programming ) As referenced in this OEM Agreement: SUPPORTSOFT INC – SUPPORTSOFT INC _____________ dt 1851293 ;	SupportSoft SupportSoft, Inc. ( Software & Programming ) ; Pillsbury Pillsbury Winthrop LLP ( Legal ) ; More...
$43	Preview Full Doc	2003	OEM-In Software License Agreement (with Reproduction Rights) OEM-In Software License Agreement (with Reproduction Rights) (147K) Doc #129549: Click preview link for longer preview. OEM-IN SOFTWARE LICENSE AGREEMENT (with Reproduction Rights) THIS OEM SOFTWARE LICENSE AGREEMENT, including the Exhibits ("Agreement"), effective as of December 3, 2002 ("Effective Date"), is hereby made by and between Cisco Systems, Inc., a California corporation, having principal offices at 170 West Tasman Drive, San Jose, California 95134-1706 (Cisco Systems, Inc. referred to herein as "Cisco") and Visual Networks Operations, Inc., a Delaware corporation, having principal offices at 2092 Gaither Road, Rockville, Maryland, 20850 ("Licensor"). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. SOFTWARE. 1.1 Software. Licensor hereby licenses to Cisco the Licensor software products described in Exhibit B, as it may be amended from time to time in accordance with the terms hereof (the "Software"). The Software includes copies of software provided on disks or other media or provided electronically, user documentation, packaging and any enhancements, modifications, updates, bug fixes, releases, patents, patent rights, copyrights, trade secrets, know-how and other intellectual property related thereto. The Software shall be provided by Licensor in conformance with the functional, technical and other specifications for the Software set forth in Exhibit B, as modified from time to time by written agreement of the parties (the "Specifications"). 1.2 Additional; New Software Products. Current Licensor software not listed on Exhibit A may be added upon mutual agreement by the parties of the applicable price or royalties for such additional software, and any other terms specific to such software, which shall be contained in an Addendum hereto. Licensor shall keep Cisco informed of any new software products of Licensor. Cisco will notify Licensor if it wishes to add new software products to this Agreement. Cisco and Licensor shall then proceed to negotiate the applicable price or royalties for such additional software, and any other terms specific to such software, which shall be contained in an Addendum hereto. Upon reaching an agreement on these items, such software shall be considered Software under this Agreement and shall be licensed under the terms and conditions of this Agreement. 1.3 Upgrades. Licensor shall keep Cisco informed of all Software upgrades, enhancements, improvements and bug fixes. Licensor shall make such items available to Cisco no later than the date Licensor releases such items to any of its other licensees and at no additional charge unless otherwise expressly provided in this Agreement. 1.4 Project Managers. Each party has appointed a single project manager ("Project Manager"). The names, addresses and telephone and fax numbers of the Project Managers are attached to this Agreement as Exhibit C. The Project Managers shall act as liaisons between the parties with respect to their respective performance of this Agreement and shall provide the parties from time to time with the names and telephone numbers of additional specific contact persons (e.g., to communicate specific information regarding support, enhancements, etc.) when such direct contact is preferable. In the event that either party appoints a new Project Manager, such party will promptly notify the other. 2. OWNERSHIP; GRANT OF RIGHTS 2.1 Ownership. Licensor shall own all right, title, and interest in the Software, including any modifications, enhancements, improvements or derivative works thereof or thereto, made by Licensor or on behalf of Cisco by Licensor. 2.2 License Grant. Subject to the terms of this Agreement, Licensor hereby grants Cisco and its Affiliates (as defined below) a nonexclusive, worldwide, irrevocable (subject to the termination provisions of this Agreement) perpetual fee-bearing, non-transferable license, subject to the limitations contained herein, to: Page 1 of 47 {PAGE} (a) use, manufacture and have manufactured, import, reproduce and have reproduced, and embed or have embedded into Cisco products object code copies of the Software; (b) copy, have copied, distribute, sell and offer to sell the Software as stand-alone products or as incorporated into, or in connection with, or for use with, any Cisco product by any means now known or developed in the future in object code format in accordance with this Agreement, through multiple tiers of distribution, including without limitation resellers, distributors, VARS and OEMs ("Resellers"), to end users or directly to end users; (c) provide customer support (including, without limitation, to fix Software bugs) pursuant to Section 7 below; (d) sublicense to end users, directly or indirectly, the right to use the Software; and (e) for manufacturing purposes only, authorize the granting of sublicenses of all of the license rights granted to Cisco and its Affiliates in this Section 2.2. "Affiliates" shall mean, with respect to any Person, any other Person who is directly or indirectly controlling, controlled by or under common control with such Person as of the Effective Date or thereafter. A Person shall be deemed to be an Affiliate of another Person only so long as the foregoing control relationship exists. For the purposes of this definition, the term "control", when used with respect to any Person, means the possession, directly or indirectly, of voting securities representing the right to elect a majority of the Board of Directors (or other governing body) of such Person. "Person" means an individual, corporation, partnership, association, trust or other entity or organization. 2.3 End User Restriction. Cisco shall, and shall require its Resellers to, include an end user software license with each copy of the Software distributed to a customer that is as protective as the form attached hereto as Exhibit I. Cisco agrees to promptly notify Licensor of any known or suspected breach of the software license with respect to the Software, and further agrees to, upon Licensor's request, assign the claim to Licensor. 2.4 Modification by Cisco. Neither Cisco nor its Resellers shall have the right, to modify the Software without Licensor's express written consent; provided, however, that Cisco shall have the right to modify the Software and any end user documentation, or have the Software modified, for the purpose of embedding the Software into Cisco products, and for branding purposes. Furthermore, Cisco shall not reverse assemble, decompile, reverse engineer or otherwise attempt to derive source code (or the underlying ideas, algorithms, structure or organization) from Software, except as specifically authorized in writing by Licensor. Except for the express licenses granted herein, no other licenses are granted by implication, estoppel or otherwise. 2.5 U.S. Government End Users. The Software and associated software documentation qualify as "commercial items," as that term is defined at 48 C.F.R. 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R.12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, Licensee will provide to Government end user, or, if this Agreement is direct Government end user will acquire, the Software and software documentation with only those rights set forth herein that apply to non-governmental customers. Use of this Software and software documentation constitutes agreement by the government entity that the computer software and computer software documentation is commercial, and constitutes acceptance of the rights and restrictions herein. 2.6 Cisco Property. (a) During the term of this Agreement Cisco may provide equipment, designs, materials, software and other property of Cisco (collectively "Cisco Property") to Licensor for its use in fulfilling its obligations hereunder. All Cisco Property furnished to Licensor by Cisco or paid for by Cisco in connection with this Agreement shall (i) be clearly marked or tagged as the property of Cisco; (ii) be and remain personal property; 129549	Cisco Systems Cisco Systems, Inc. ( Communications Equipment ) As referenced in this OEM-In Software License Agreement (with Reproduction Rights): Cisco Systems, – THIS OEM SOFTWARE LICENSE AGREEMENT, including the Exhibits ("Agreement"), effective as of December 3, 2002 ("Effective Date"), is hereby made by and between Cisco Systems, Inc., a California corporation, having principal offices at 170 West Tasman Drive, San Jose, California 95134-1706 (Cisco Systems, Inc. referred to _____________ (Cisco Systems, – made by and between Cisco Systems, Inc., a California corporation, having principal offices at 170 West Tasman Drive, San Jose, California 95134-1706 (Cisco Systems, Inc. referred to herein as "Cisco") and Visual Networks Operations, Inc., a Delaware corporation, having principal offices at 2092 Gaither Road, Rockville, _____________ Cisco Systems, – the next business day after receipt by the party to be notified. A copy of any notice shall be sent to the following: --------------------------------------------------------------- Cisco Systems, Inc. Visual Networks Operations, Inc. --------------------------------------------------------------- 170 West Tasman Drive 2092 Gaither Road --------------------------------------------------------------- San Jose, CA 95134 Rockville, MD 20850 --------------------------------------------------------------- Attn: VP Legal _____________ CISCO SYSTEMS, – IN WITNESS WHEREOF, the parties hereto have executed this Agreement by persons duly authorized as of the date and year first above written. CISCO SYSTEMS, INC. VISUAL NETWORKS OPERATIONS, INC. "Cisco" "Licensor" By: /s/ Anson Chen By: /s/ Steven G. Hindman -------------------------- ----------------------------- Name: Anson Chen Name: Steven G. _____________ CISCO SYSTEMS – software products is reduced, Licensor will extend the price reduction to Cisco as of the date of written notice of such price reduction. CISCO SYSTEMS FY -YEAR- -QUARTER- ----------------------------------------------------------- Software Units Shipped Net Royalty Invoice Price ----------------------------------------------------------- Xxxxx ----------------------------------------------------------- ----------------------------------------------------------- Yyyyy ----------------------------------------------------------- TOTALS: ----------------------------------------------------------- ------------ TOTAL ACCRUAL: $0.0 ------------ *** Confidential Information has been omitted _____________ dt 147989 ; Visual Networks Visual Networks, Inc. ( Software & Programming ) As referenced in this OEM-In Software License Agreement (with Reproduction Rights): Visual Networks, Inc. – THE SOFTWARE PACKAGE AND YOUR MONEY PAID WILL BE REFUNDED. This Software License Agreement (the "Agreement") grants you a non-exclusive license to use the software supplied to you by Visual Networks, Inc. ("VISUAL"), including the software supplied to you on disks, diskettes, on-line, and/or as part of the equipment supplied by VISUAL and any modifications, enhancements to and/or _____________ dt 1548728 ;	Visual Networks Visual Networks, Inc. ( Software & Programming ) As referenced in this OEM-In Software License Agreement (with Reproduction Rights): Visual Networks, Inc. – THE SOFTWARE PACKAGE AND YOUR MONEY PAID WILL BE REFUNDED. This Software License Agreement (the "Agreement") grants you a non-exclusive license to use the software supplied to you by Visual Networks, Inc. ("VISUAL"), including the software supplied to you on disks, diskettes, on-line, and/or as part of the equipment supplied by VISUAL and any modifications, enhancements to and/or _____________ dt 1330898 ; Visual Networks Operations, Inc.
$42	Preview Full Doc	2003	OEM Agreement OEM Agreement (19K) Doc #142041: Click preview link for longer preview. XML GLOBAL TECHNOLOGIES, INC. OEM AGREEMENT This OEM Agreement is entered into and effective as of this 24 day of January, 2003, by and between Paradigm Group II, LLC (Paradigm) a Delaware limited liability company, XML Global Technologies, Inc. ("XML Global") with offices at Suite 9, 1818 Cornwall Ave, Vancouver, BC Canada, V6J 1C7, and Xformity Inc., a Texas corporation ("Company") with offices at 4220 Proton Rd. Ste. 105, Dallas, Texas. 75244 NOW THEREFORE in consideration of the mutual covenants herein and other valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Definitions. "Parties" refers to Paradigm, XML Global and Company. "Agreement" means this OEM Agreement, along with any Schedules attached to it. "Qube" means the object code version of software developed and sold by the Company. "Documentation" means sufficient documentation to reasonably allow the Parties, their systems integrators, and customers to efficiently understand and maintain the software, to the included user manuals and technical documentation. It is recognized and agreed that such documentation does not exist today. "Update" shall mean a new version of Qube that adds only improvements, corrections, and/or bug fixes without substantially changing the features or functionality of Qube and will be designated by a change to the right of the left most decimal point of the version number. "Enhancement" shall mean a new version of Qube that adds substantially new features and functionality in addition to the original functional characteristics of the Software as provided to Customer and shall be designated by a change in numeral to the left of the left most decimal point of the version number. An Enhancement shall be deemed to be a new item of Qube and does fall within the scope of this Agreement. "Distributor" means a third party duly authorized by either Party to distribute Qube, including without limitation (i) resellers, distributors, system integrators, value added resellers, OEM's, and others, (ii) OEM subsidiaries (wholly or partially owned) and the resellers and distributors of any kind of any of the foregoing. Distributor relationships of XML Global are approved under this Agreement. 142041	Xenos Group Xenos Group Inc. ( Software & Programming ) As referenced in this OEM Agreement: XML GLOBAL TECHNOLOGIES – EX-10.7 9 q-ex107.htm XML GLOBAL TECHNOLOGIES , INC. OEM AGREEMENT This OEM Agreement is entered into and effective as of this XML Global Technologies – January, 2003, by and between Paradigm Group II, LLC (Paradigm) a Delaware limited liability company, XML Global Technologies , Inc. ("XML Global") with offices at Suite 9, 1818 Cornwall Ave, Vancouver, BC Canada, XML Global Technologies – to the attention of: If to XML Global: if to Company: Peter Shandro Mark Haugejorde XML Global Technologies , Inc. Xformity, Inc. Suite 9, 1818 Cornwall Ave 4220 Proton Rd. Ste. 105, Vancouver, XML GLOBAL TECHNOLOGIES – this 29th day of January 2003. PARADIGM MILLENNIUM FUND, L.P, INC. BY : NAME: TITLE XML GLOBAL TECHNOLOGIES , INC. BY : NAME: TITLE XFORMITY BY: NAME: Mark Haugejorde TITLE dt 20982 ; Xenos Group Xenos Group Inc. ( Software & Programming ) As referenced in this OEM Agreement: XML GLOBAL TECHNOLOGIES, – EX-10.7 9 q-ex107.htm XML GLOBAL TECHNOLOGIES, INC. OEM AGREEMENT This OEM Agreement is entered into and effective as of this XML Global Technologies, – January, 2003, by and between Paradigm Group II, LLC (Paradigm) a Delaware limited liability company, XML Global Technologies, Inc. ("XML Global") with offices at Suite 9, 1818 Cornwall Ave, Vancouver, BC Canada, XML Global Technologies, – to the attention of: If to XML Global: if to Company: Peter Shandro Mark Haugejorde XML Global Technologies, Inc. Xformity, Inc. Suite 9, 1818 Cornwall Ave 4220 Proton Rd. Ste. 105, Vancouver, XML GLOBAL TECHNOLOGIES, – this 29th day of January 2003. PARADIGM MILLENNIUM FUND, L.P, INC. BY : NAME: TITLE XML GLOBAL TECHNOLOGIES, INC. BY : NAME: TITLE XFORMITY BY: NAME: Mark Haugejorde TITLE dt 20986 ;	Paradigm Group II, LLC
$56	Preview Full Doc	2002	OEM Agreement OEM Agreement (133K) Doc #142078: Click preview link for longer preview. OEM AGREEMENT {TABLE} {CAPTION} ===================================================== ================================================ OEM BILLING ADDRESS (IF DIFFERENT) ----------------------------------------------------- ------------------------------------------------ {S} {C} General Magic, Inc. ----------------------------------------------------- ------------------------------------------------ Corporate Name Corporate Name ----------------------------------------------------- ------------------------------------------------ Department Department 420 North Mary Avenue ----------------------------------------------------- ------------------------------------------------ Address Address Sunnyvale, CA 94085 ----------------------------------------------------- ------------------------------------------------ City State ZIP City State ZIP President and CEO ----------------------------------------------------- ------------------------------------------------ Attention Attention ===================================================== ================================================ {/TABLE} RECITALS A. WHEREAS, InterVoice-Brite, Inc. ("InterVoice-Brite") owns, develops, markets and supports the OneVoice Voice XML Media Gateway system (comprised of both hardware and software), which provides concurrent telephone and web-based access to enterprise data for call center and IVR applications, the InVision software design tools, the InterSoft software, and related products; and B. WHEREAS, General Magic, Inc. ("GMI") wishes to purchase certain systems and license certain software under the terms and conditions of this Agreement for the purpose of integrating or bundling the systems and or/ the software with certain of GMI's products or technology, and to distribute by sublicense the systems and software on a stand-alone basis and/or as part of GMI's integrated offering. NOW, THEREFORE, in consideration of the promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 1. PURCHASE AND PAYMENT (a) The fees for the Systems and/or Software sold or licensed to GMI pursuant to this Agreement, and for Maintenance and Support Services provided hereunder ("Maintenance and Support Fees"), shall be as specified in InterVoice-Brite's standard price list as it exists from time to time, subject to [] (collectively "Fees"). InterVoice-Brite agrees to provide GMI at least [] prior written notice before the effective date of any increases in the standard list price. InterVoice-Brite agrees to provide GMI at least [] prior written notice of any before the effective date of any increases in the standard list price. For the purposes of this paragraph the term The [] and the Maintenance and Support Fees listed in Schedules A and B shall be effective as of the date of this Agreement and shall continue until expiration of the Agreement. Fees are nonrefundable. 142078	General Magic General Magic, Inc. ( Software & Programming ) As referenced in this OEM Agreement: General Magic, Inc. – 7 CONFIDENTIAL TREATMENT REQUESTED UNDER 17 C.F.R. SECTIONS 200.80(B)(4), 200.83 AND 230.406. OEM AGREEMENT {TABLE} {CAPTION} ===================================================== ================================================ OEM BILLING ADDRESS (IF DIFFERENT) ----------------------------------------------------- ------------------------------------------------ {S} {C} General Magic, Inc. ----------------------------------------------------- ------------------------------------------------ Corporate Name Corporate Name ----------------------------------------------------- ------------------------------------------------ Department Department 420 North Mary Avenue ----------------------------------------------------- ------------------------------------------------ Address Address Sunnyvale, CA 94085 ----------------------------------------------------- ------------------------------------------------ City State ZIP City State ZIP President and CEO ----------------------------------------------------- ------------------------------------------------ Attention Attention ===================================================== ================================================ {/TABLE} RECITALS A. _____________ General Magic, Inc. – provides concurrent telephone and web-based access to enterprise data for call center and IVR applications, the InVision software design tools, the InterSoft software, and related products; and B. WHEREAS, General Magic, Inc. ("GMI") wishes to purchase certain systems and license certain software under the terms and conditions of this Agreement for the purpose of integrating or bundling the systems and or/ _____________ GENERAL MAGIC, INC. – other Customers pursuant to the terms and conditions of this Agreement. Unpublished rights are reserved under the copyrights laws of the United States. {TABLE} {CAPTION} ===================================================== ================================================ FOR INTERVOICE-BRITE, INC. FOR GENERAL MAGIC, INC. ----------------------------------------------------- ------------------------------------------------ {S} {C} /s/ Rob-Roy J. Graham K.M. Layton ----------------------------------------------------- ------------------------------------------------ Signature Signature Rob-Roy J. Graham Kathie Layton ----------------------------------------------------- ------------------------------------------------ Name (Type) Name (Type) CFO 3/28/02 President/CEO 3/ _____________ General Magic, Inc. – 28/02 ----------------------------------------------------- ------------------------------------------------ Title Date Title Date ===================================================== ================================================ {/TABLE} -------------------------------------------------------------------------------- PROPRIETARY AND CONFIDENTIAL INFORMATION OF INTERVOICE-BRITE, INC. {PAGE} SCHEDULE A PRICE LIST IVB GATEWAY STANDARD PRICING [] SCHEDULE Product List Pricing VXML Gateway General Magic, Inc. [] SPAN BASED PRICING STATUS ---------------------------------------------------- Voice XML Gateway (basic telephony support) SW Per Span (24 ports): [] HW 2 Spans (48 ports): [] 4 Spans (96 ports): [] ---------------------------------------------------- ---------------------------------------------------- Speech Access -- Speech Recognition SpeechWorks _____________ General Magic, Inc. – PAGE} SCHEDULE F ESCROW AGREEMENT This Agreement is entered into by and among InterVoice-Brite, Inc., hereinafter referred to as "InterVoice-Brite", [], hereinafter referred to as the "Escrow Agent", and General Magic, Inc. hereinafter referred to as "Customer". WHEREAS, Customer has purchased or intends to purchase and/or license, by means of an agreement (the "License Agreement"), certain hardware and software products _____________ dt 1462019 ; General Magic General Magic, Inc. ( Software & Programming ) As referenced in this OEM Agreement: General Magic, Inc. – 7 CONFIDENTIAL TREATMENT REQUESTED UNDER 17 C.F.R. SECTIONS 200.80(B)(4), 200.83 AND 230.406. OEM AGREEMENT {TABLE} {CAPTION} ===================================================== ================================================ OEM BILLING ADDRESS (IF DIFFERENT) ----------------------------------------------------- ------------------------------------------------ {S} {C} General Magic, Inc. ----------------------------------------------------- ------------------------------------------------ Corporate Name Corporate Name ----------------------------------------------------- ------------------------------------------------ Department Department 420 North Mary Avenue ----------------------------------------------------- ------------------------------------------------ Address Address Sunnyvale, CA 94085 ----------------------------------------------------- ------------------------------------------------ City State ZIP City State ZIP President and CEO ----------------------------------------------------- ------------------------------------------------ Attention Attention ===================================================== ================================================ {/TABLE} RECITALS A. _____________ General Magic, Inc. – provides concurrent telephone and web-based access to enterprise data for call center and IVR applications, the InVision software design tools, the InterSoft software, and related products; and B. WHEREAS, General Magic, Inc. ("GMI") wishes to purchase certain systems and license certain software under the terms and conditions of this Agreement for the purpose of integrating or bundling the systems and or/ _____________ GENERAL MAGIC, INC. – other Customers pursuant to the terms and conditions of this Agreement. Unpublished rights are reserved under the copyrights laws of the United States. {TABLE} {CAPTION} ===================================================== ================================================ FOR INTERVOICE-BRITE, INC. FOR GENERAL MAGIC, INC. ----------------------------------------------------- ------------------------------------------------ {S} {C} /s/ Rob-Roy J. Graham K.M. Layton ----------------------------------------------------- ------------------------------------------------ Signature Signature Rob-Roy J. Graham Kathie Layton ----------------------------------------------------- ------------------------------------------------ Name (Type) Name (Type) CFO 3/28/02 President/CEO 3/ _____________ General Magic, Inc. – 28/02 ----------------------------------------------------- ------------------------------------------------ Title Date Title Date ===================================================== ================================================ {/TABLE} -------------------------------------------------------------------------------- PROPRIETARY AND CONFIDENTIAL INFORMATION OF INTERVOICE-BRITE, INC. {PAGE} SCHEDULE A PRICE LIST IVB GATEWAY STANDARD PRICING [] SCHEDULE Product List Pricing VXML Gateway General Magic, Inc. [] SPAN BASED PRICING STATUS ---------------------------------------------------- Voice XML Gateway (basic telephony support) SW Per Span (24 ports): [] HW 2 Spans (48 ports): [] 4 Spans (96 ports): [] ---------------------------------------------------- ---------------------------------------------------- Speech Access -- Speech Recognition SpeechWorks _____________ General Magic, Inc. – PAGE} SCHEDULE F ESCROW AGREEMENT This Agreement is entered into by and among InterVoice-Brite, Inc., hereinafter referred to as "InterVoice-Brite", [], hereinafter referred to as the "Escrow Agent", and General Magic, Inc. hereinafter referred to as "Customer". WHEREAS, Customer has purchased or intends to purchase and/or license, by means of an agreement (the "License Agreement"), certain hardware and software products _____________ dt 1462022 ;	InterVoice-Brite, Inc.
$37	Preview Full Doc	2001	Agreement to Develop OEM Products Agreement to Develop OEM Products (49K) Doc #142188: Click preview link for longer preview. [LETTERHEAD OF AMIABLE TECHNOLOGIES INCORPORATED] AGREEMENT TO DEVELOP OEM PRODUCTS FOR Co1orCAMM PC600 This Agreement ("Agreement) is made by and between Amiable Technologies, Inc., a corporation organized under the laws of the Commonwealth of Pennsylvania, doing business as ScanVec-Amiable, with offices at International Plaza Two, Suite 625, Philadelphia, Pennsylvania 19113, USA (hereinafter referred to as "ATI") and ROLAND DG CORPORATION, a corporation having a place of business at 1-6-4 Shinmiyakoda, Hamamatsu-shi, Shizuoka-ken, Japan (hereinafter referred to as "OEM PARTNER"). Recitals: WHEREAS, ATI designs and manufactures graphics software and composes related documentation for use with the Macintosh, Power Macintosh and PC computers; and WHEREAS, OEM PARTNER desires to obtain a license from ATI of certain rights with respect to certain of ATI's graphics software and related documentation used with the Windows and Macintosh platforms, as designated herein, and ATI desires to grant such license to OEM PARTNER, subject to the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to be legally bound hereby, the parties hereto agree as follows: 1. DEFINITIONS When used in this Agreement, the following words and phrases shall have the meaning set forth below unless the context otherwise requires. 1.1 "ATI STANDARD SOFTWARE" means any and all software developed by ATI and sold under the "Flexi" or "PhotoPRINT" name. 1.2 "EFFECTIVE DATE" means the date this Agreement is formed, which shall occur upon execution thereof by an authorized representative of OEM PARTNER and acceptance thereof by an authorized representative of ATI. 1.3 "INTELLECTUAL PROPERTY RIGHTS" means all of ATI's rights, title and interest in the Licensed Software and Licensed Documentation, including, but not limited to, such rights, title and interests provided under any and all patent, copyright, common or any other comparable laws of any country, governmental body or jurisdiction. 1.4 "LICENSED DOCUMENTATION" means all documentation, related to the Licensed Software and the purpose of which is to demonstrate use and operation of the Licensed Software, including, but not limited to, manuals and tutorials. Agreement to Develop OEM products 1 4/15/99 /s/ M.T. {PAGE} 1.5 "LICENSED SOFTWARE or 'SOFTWARE'" means the software programs identified on Appendix A, annexed hereto and made a part hereof, in object code form, supporting the Windows 95, Windows 98, Windows NT or Macintosh platforms, all Program Updates, Program Improvements, revisions thereto, and demonstrations thereof, supplied by ATI during the term of this Agreement. The parties may, from time to time, add other software programs to Appendix A by written agreement, whereupon the term "Licensed Software" or "Software" shall then also apply to such other software programs. 1.6 "OEM PARTNER'S OEM PRODUCTS" means, collectively, the Licensed Software and Licensed Documentation. 1.7 "DEMONSTRATION UNITS" means OEM PRODUCT provided by ATI to OEM PARTNER (a) To be used internally by OEM PARTNER for development purposes. (b) For inclusion with demonstration printer to OEM PARTNER's joint ventures, subsidiaries, and resellers to show potential buyers the printer or OEM SOFTWARE. 1.8 "PROGRAM IMPROVEMENTS" means new versions of any Licensed Software on the Windows 95, Windows 98, Windows NT, or Macintosh platforms, which are introduced by ATI, in ATI's sole judgment, which contain substantial new functionality or other changes and additions to the Licensed Software. 1.9 "PROGRAM UPDATES" means any software program modifications with respect to Licensed Software implemented in ATI's sole judgment for purposes of improving a software program or introducing minor new functionality. 1.10 "TERRITORY" means the entire world. 1.11 "TRADEMARK" refers to the PhotoPRINT name, which is a Trademark of ATI. TRADEMARK also refers to Adobe PostScript and the Adobe PostScript logo which are registered Trademarks of Adobe Systems, Inc. in the Territory. 1.12 "START DATE" means the date the Licensed Software and Licensed Documentation has been approved by OEM PARTNER or the first customer shipment by OEM, whichever is earlier. 2. LICENSE OF RIGHTS 2.1 License. Subject to the terms and conditions of this Agreement, ATI will provide to OEM PARTNER a master copy of the Licensed Software and Licensed Documentation. ATI hereby grants to OEM PARTNER, and OEM PARTNER accepts, a non-transferable, non-exclusive license to use the Licensed Software and Licensed Documentation. The license granted herein to OEM PARTNER shall permit OEM PARTNER, at its sole expense: (a) to copy any software program composing Software onto disk and copy Licensed Documentation related to such Software; and (b) to package and sublicense solely in the Territory the Licensed Software and its related Licensed Documentation under Trademark subject to a form license agreement pre-approved by ATI. 142188	Adobe Adobe Systems Inc. ( Software & Programming ) As referenced in this Agreement to Develop OEM Products: Adobe Systems, Inc. – 1.11 "TRADEMARK" refers to the PhotoPRINT name, which is a Trademark of ATI. TRADEMARK also refers to Adobe PostScript and the Adobe PostScript logo which are registered Trademarks of Adobe Systems, Inc. in the Territory. 1.12 "START DATE" means the date the Licensed Software and Licensed Documentation has been approved by OEM PARTNER or the first customer shipment by OEM, _____________ dt 1323209 ; Adobe Adobe Systems Inc. ( Software & Programming ) As referenced in this Agreement to Develop OEM Products: Adobe Systems, Inc. – 1.11 "TRADEMARK" refers to the PhotoPRINT name, which is a Trademark of ATI. TRADEMARK also refers to Adobe PostScript and the Adobe PostScript logo which are registered Trademarks of Adobe Systems, Inc. in the Territory. 1.12 "START DATE" means the date the Licensed Software and Licensed Documentation has been approved by OEM PARTNER or the first customer shipment by OEM, _____________ dt 1323229 ; Amiable Technologies, Inc.;	Roland DG Corporation; Scanvec-Amiable Ltd.
$41	Preview Full Doc	2000	OEM Agreement OEM Agreement (60K) Doc #142312: Click preview link for longer preview. Verity(R) OEM Agreement between Verity, Inc. 894 Ross Drive Sunnyvale, California 94089 ("Verity") and Plumtree Software, Inc. 235 Pine Street, 16/th/ Floor San Francisco, CA 94104 ("Licensee") This Verity(R) OEM Agreement (the "Agreement") is entered into as of April _____, 2000 ("Effective Date") between Verity, Inc. and Plumtree Software, Inc., and amends and restates the parties SEARCH'97 OEM Agreement dated ______, as amended (the "Prior Agreement"). The parties desire that this amended and restated Agreement supersede entirely the Prior Agreement as of the Effective Date of this Agreement. 1. DEFINITIONS. Certain of the defined terms used in this Agreement are as ----------- follows: 1.1 "Software" means the computer software, in object code form only, which Verity owns or has the right to license to Licensee under this Agreement, including the Development Software and the Run-Time Software, for use in connection with the Application. The specific Verity products incorporating the Software to be licensed to Licensee are listed in Exhibit A. With thirty (30) --------- days written notice, Verity reserves the right to require Licensee to substitute new versions of the Software incorporating alternative viewer and/or filter software as implemented by Verity from time to time during the term of this Agreement. 1.2 "Run-Time Software" means the portion of the Software which must be incorporated in the Application to execute the search, retrieval and other functionality of the Software. 1.3 "Development Software" means the tools and other portions of the Software (including, without limitation, [***]) which are used to incorporate the Run-Time Software in the Application and enable the Run-Time Software to provide search, retrieval and other functionality within the Application. 1.4 "Documentation" means the documentation, instructions and user's guides, including updates thereto, relating to the Software, whether in printed or electronic format, provided by Verity to Licensee for the purposes of this Agreement. 1.5 "Application" means the software application program, including content or data owned or licensed by Licensee from third parties, which is developed by Licensee with the use of the Development Software and which executes the Run-Time Software for the purposes described in Exhibit C. The --------- Application shall not provide direct or exposed access to the development tools or capabilities of the Development Software. The Application shall access, modify, and/or manipulate only those Collections which it creates. 1.6 "Collections" means the data structures created by Software and required for the Run-Time Software to operate. 142312	Plumtree Plumtree Software, Inc. ( Software & Programming ) As referenced in this OEM Agreement: Plumtree Software, Inc. – SEQUENCE}11 {FILENAME}0011.txt {DESCRIPTION}VERITY OEM AGMT {TEXT} {PAGE} EXHIBIT 10.6 [LOGO] Verity(R) OEM Agreement between Verity, Inc. 894 Ross Drive Sunnyvale, California 94089 ("Verity") and Plumtree Software, Inc. 235 Pine Street, 16/th/ Floor San Francisco, CA 94104 ("Licensee") This Verity(R) OEM Agreement (the "Agreement") is entered into as of April _____, 2000 ("Effective Date") between _____________ Plumtree Software, Inc. – Street, 16/th/ Floor San Francisco, CA 94104 ("Licensee") This Verity(R) OEM Agreement (the "Agreement") is entered into as of April _____, 2000 ("Effective Date") between Verity, Inc. and Plumtree Software, Inc. , and amends and restates the parties SEARCH'97 OEM Agreement dated ______, as amended (the "Prior Agreement"). The parties desire that this amended and restated Agreement supersede entirely the _____________ dt 1362983 ; Plumtree Plumtree Software, Inc. ( Software & Programming ) As referenced in this OEM Agreement: Plumtree Software, Inc. – SEQUENCE}11 {FILENAME}0011.txt {DESCRIPTION}VERITY OEM AGMT {TEXT} {PAGE} EXHIBIT 10.6 [LOGO] Verity(R) OEM Agreement between Verity, Inc. 894 Ross Drive Sunnyvale, California 94089 ("Verity") and Plumtree Software, Inc. 235 Pine Street, 16/th/ Floor San Francisco, CA 94104 ("Licensee") This Verity(R) OEM Agreement (the "Agreement") is entered into as of April _____, 2000 ("Effective Date") between _____________ Plumtree Software, Inc. – Street, 16/th/ Floor San Francisco, CA 94104 ("Licensee") This Verity(R) OEM Agreement (the "Agreement") is entered into as of April _____, 2000 ("Effective Date") between Verity, Inc. and Plumtree Software, Inc. , and amends and restates the parties SEARCH'97 OEM Agreement dated ______, as amended (the "Prior Agreement"). The parties desire that this amended and restated Agreement supersede entirely the _____________ dt 1362988 ;	Verity Verity, Inc. ( Software & Programming ) As referenced in this OEM Agreement: Verity, Inc. – {DOCUMENT} {TYPE}EX-10.6 {SEQUENCE}11 {FILENAME}0011.txt {DESCRIPTION}VERITY OEM AGMT {TEXT} {PAGE} EXHIBIT 10.6 [LOGO] Verity(R) OEM Agreement between Verity, Inc. 894 Ross Drive Sunnyvale, California 94089 ("Verity") and Plumtree Software, Inc. 235 Pine Street, 16/th/ Floor San Francisco, CA 94104 ("Licensee") This Verity(R) OEM Agreement (the "Agreement") _____________ Verity, Inc. – Inc. 235 Pine Street, 16/th/ Floor San Francisco, CA 94104 ("Licensee") This Verity(R) OEM Agreement (the "Agreement") is entered into as of April _____, 2000 ("Effective Date") between Verity, Inc. and Plumtree Software, Inc., and amends and restates the parties SEARCH'97 OEM Agreement dated ______, as amended (the "Prior Agreement"). The parties desire that this amended and restated _____________ Verity, Inc. – In addition, Licensee shall include a copyright notice in the start-up or "About" screen of the Application indicating that portions of the Application include technology used under license from Verity, Inc. 8.2 Trademarks. Verity hereby grants to Licensee a non-exclusive, limited ---------- license to use the applicable Verity trademarks and logos ("Trademarks") solely as permitted in this Agreement. Licensee _____________ Verity, Inc. – Moreover, this Agreement shall replace and supersede any Verity end user license agreement included with the package of any Software used by Licensee. This Agreement may be executed in counterparts. : Verity, Inc. Licensee By: ___________________________ By:___________________________ Name:__________________________ Name:_________________________ Title:_________________________ Title:________________________ Date:__________________________ Date:_________________________ 8 {PAGE} VERITY, INC. OEM Agreement -------------------------------------------------------------------------------- EXHIBIT A FEES 1. LICENSED SOFTWARE: ----------------- _____________ VERITY, INC. – by Licensee. This Agreement may be executed in counterparts. : Verity, Inc. Licensee By: ___________________________ By:___________________________ Name:__________________________ Name:_________________________ Title:_________________________ Title:________________________ Date:__________________________ Date:_________________________ 8 {PAGE} VERITY, INC. OEM Agreement -------------------------------------------------------------------------------- EXHIBIT A FEES 1. LICENSED SOFTWARE: ----------------- one (1) copy of the Verity(R) K2 Toolkit [**] on each of the Platforms stated in Exhibit C. --------- one (1) copy _____________ dt 1330789 ; Verity Verity, Inc. ( Software & Programming ) As referenced in this OEM Agreement: Verity, Inc. –* {DOCUMENT} {TYPE}EX-10.6 {SEQUENCE}11 {FILENAME}0011.txt {DESCRIPTION}VERITY OEM AGMT {TEXT} {PAGE} EXHIBIT 10.6 [LOGO] Verity(R) OEM Agreement between Verity, Inc. 894 Ross Drive Sunnyvale, California 94089 ("Verity") and Plumtree Software, Inc. 235 Pine Street, 16/th/ Floor San Francisco, CA 94104 ("Licensee") This Verity(R) OEM Agreement (the "Agreement") _____________ Verity, Inc. – Inc. 235 Pine Street, 16/th/ Floor San Francisco, CA 94104 ("Licensee") This Verity(R) OEM Agreement (the "Agreement") is entered into as of April _____, 2000 ("Effective Date") between Verity, Inc. and Plumtree Software, Inc., and amends and restates the parties SEARCH'97 OEM Agreement dated ______, as amended (the "Prior Agreement"). The parties desire that this amended and restated _____________ Verity, Inc. – In addition, Licensee shall include a copyright notice in the start-up or "About" screen of the Application indicating that portions of the Application include technology used under license from Verity, Inc. 8.2 Trademarks. Verity hereby grants to Licensee a non-exclusive, limited ---------- license to use the applicable Verity trademarks and logos ("Trademarks") solely as permitted in this Agreement. Licensee _____________ Verity, Inc. – Moreover, this Agreement shall replace and supersede any Verity end user license agreement included with the package of any Software used by Licensee. This Agreement may be executed in counterparts. : Verity, Inc. Licensee By: ___________________________ By:___________________________ Name:__________________________ Name:_________________________ Title:_________________________ Title:________________________ Date:__________________________ Date:_________________________ 8 {PAGE} VERITY, INC. OEM Agreement -------------------------------------------------------------------------------- EXHIBIT A FEES 1. LICENSED SOFTWARE: ----------------- _____________ VERITY, INC. – by Licensee. This Agreement may be executed in counterparts. : Verity, Inc. Licensee By: ___________________________ By:___________________________ Name:__________________________ Name:_________________________ Title:_________________________ Title:________________________ Date:__________________________ Date:_________________________ 8 {PAGE} VERITY, INC. OEM Agreement -------------------------------------------------------------------------------- EXHIBIT A FEES 1. LICENSED SOFTWARE: ----------------- one (1) copy of the Verity(R) K2 Toolkit [***] on each of the Platforms stated in Exhibit C. --------- one (1) copy _____________ dt 1330799
$45	Full Doc	2001	OEM Agreement OEM Agreement (53K) Doc #1146668: This document is immediately available for purchase, but does not have a preview available for viewing. 1146668	BackWeb BackWeb Technologies Ltd. ( Software & Programming )
$34	Full Doc	2001	OEM Agreement OEM Agreement (2K) Doc #1146669: This document is immediately available for purchase, but does not have a preview available for viewing. 1146669	BackWeb BackWeb Technologies Ltd. ( Software & Programming )
$49	Preview Full Doc	2000	OEM Agreement OEM Agreement (98K) Doc #1165311: Click preview link for longer preview. BEEN REDACTED AND HAVE BEEN FILED WITH THE COMMISSION OEM AGREEMENT This OEM Agreement (this "Agreement") is entered into as of July 14, 1999 --------- (the "Effective Date") by and between Tioga Systems, Inc., a Delaware -------------- corporation ("Tioga"), and At Home Corporation d/b/a Excite@Home, a Delaware ----- - corporation ("OEM"). --- WHEREAS, Tioga has developed a class of enterprise software management solutions, known, . . . 1165311	SupportSoft SupportSoft, Inc. ( Software & Programming ) ;	SupportSoft SupportSoft, Inc. ( Software & Programming )
$37	Full Doc	2006	OEM Agreement OEM Agreement (51K) Doc #1168230: This document is immediately available for purchase, but does not have a preview available for viewing. 1168230	SPSS SPSS Inc. ( Software & Programming ) ;	SPSS SPSS Inc. ( Software & Programming )
$46	Full Doc	2005	OEM Agreement OEM Agreement (51K) Doc #1168252: This document is immediately available for purchase, but does not have a preview available for viewing. 1168252	SPSS SPSS Inc. ( Software & Programming ) ;	SPSS SPSS Inc. ( Software & Programming )
$41	Full Doc	2005	OEM Agreement OEM Agreement (51K) Doc #1168295: This document is immediately available for purchase, but does not have a preview available for viewing. 1168295	SPSS SPSS Inc. ( Software & Programming ) ;	SPSS SPSS Inc. ( Software & Programming )
$41	Preview Full Doc	2007	OEM Agreement OEM Agreement (29K) Doc #2893159: Click preview link for longer preview. Gensym Corporation OEM AGREEMENT This OEM Agreement (the ï¿½Agreementï¿½) is dated as of the last date following the signatures hereto (the ï¿½Agreement Dateï¿½), and is entered by and between Gensym Corporation, a Delaware corporation with its principal address of 52 Second Avenue, Burlington, Massachusetts 01803 (ï¿½Gensymï¿½) and Integration Objects, an Offshore Tunisian corporation with its principal offices at Immeuble Carthago c/o AMEX, les Berges-du-Lac, 2045 Tunis, Tunisia. WHEREAS, Integration Objects provides (i) connectivity solutions to improve interoperability between systems and . . . 2893159	Gensym Gensym Corp. ( Software & Programming )

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