TERM AND ALL RENEWAL TERMS OF THIS AGREEMENT [***] OF
THE LICENSE FEE SET FORTH ON SCHEDULE C TO THIS AGREEMENT.
4.3.4.
ALL SUMS OWED SET FORTH IN SECTION 4.3.3 OF THIS AGREEMENT:
(I) WILL BE CALCULATED BASED ON THE LICENSE FEE AND WITHOUT REGARD TO ANY
DISCOUNTS AVAILABLE TO MEDQUIST; AND (II) WILL BE AMORTIZED ON A STRAIGHT-LINE
BASIS FOR EACH MONTH OVER THE TERM OF THE SMA.
5.
ORDER PLACEMENT.
5.1.
PSP WILL PROVIDE MEDQUIST WITH THE PRODUCTS AS DESCRIBED IN THIS
AGREEMENT, INCLUDING WITHOUT LIMITATION THE ACCOMPANYING SCHEDULES.
5.2.
PSP WILL DELIVER TO MEDQUIST A "GOLD MASTER" OF THE THEN-CURRENT
VERSION OF THE SOFTWARE (I) WITHIN SEVEN (7) DAYS AFTER THE EXECUTION AND
DELIVERY OF THIS AGREEMENT BY BOTH PARTIES TO THIS AGREEMENT, AND (II) PROMPTLY
ON THE COMMERCIAL AVAILABILITY OF EACH SOFTWARE RELEASE.
SOFTWARE MEDQUIST
DISTRIBUTES UNDER THIS AGREEMENT WILL BE COPIES OF THE GOLD MASTER PSP MOST
RECENTLY FURNISHED TO MEDQUIST PURSUANT TO THIS AGREEMENT.
PSP WILL HAVE NO
OBLIGATION UNDER THIS AGREEMENT TO PROVIDE TO MEDQUIST ANY SOFTWARE SOURCE CODE.
6.
PAYMENT.
6.1.
MEDQUIST WILL PAY SUCH SUMS OWED FREE AND CLEAR OF, AND WITHOUT
OFFSET OR DEDUCTION FOR, ANY AND ALL STATE AND LOCAL USE, SALES, PROPERTY, AND
SIMILAR TAXES, LEVIED OR ASSESSED ON OR IN RESPECT OF SUCH PAYMENTS (OTHER THAN
ANY TAX MEASURED BY OR ATTRIBUTABLE TO MEDQUIST'S GROSS OR NET INCOME), AS AND
WHEN THE SAME ARE DUE.
6.2.
BY THIRTY (30) DAYS AFTER THE END OF EACH CALENDAR MONTH, MEDQUIST
WILL FURNISH TO PSP A WRITTEN STATEMENT SHOWING, IN SUCH DETAIL AS PSP MAY
REASONABLY REQUEST, THE QUANTITIES OF SOFTWARE ACTUALLY LICENSED, AND THE
QUANTITIES OF PRODUCTS ACTUALLY SOLD AND DELIVERED, DURING THE
IMMEDIATELY-PRECEDING MONTH.
6.3.
MEDQUIST WILL, THROUGHOUT THE TERM OF THIS AGREEMENT AND FOR ONE
(1) YEAR FOLLOWING THE EXPIRATION OR TERMINATION OF THIS AGREEMENT, MAINTAIN A
FULL AND ACCURATE RECORD OF THE NUMBER OF COPIES OF THE SOFTWARE SUBLICENSED IN
SUCH DETAIL AS MAY ENABLE PSP TO VERIFY THE AMOUNT OF LICENSE FEES DUE UNDER
THIS AGREEMENT.
SO AS TO PERMIT VERIFICATION, MEDQUIST WILL PERMIT PSP TO
EXAMINE SUCH RECORDS ON REASONABLE ADVANCE WRITTEN NOTICE, DURING NORMAL
BUSINESS HOURS AT MEDQUIST'S OFFICES AT REASONABLE INTERVALS NO MORE FREQUENTLY
THAN TWO (2)
***
Confidential material which has been omitted and filed separately with the
Securities and Exchange Commission.
5
TIMES PER CALENDAR YEAR.
PSP WILL BEAT ALL COSTS AND EXPENSES FOR SUCH AN
EXAMINATION, EXCEPT IN THOSE CASES IN WHICH THE EXAMINING ACCOUNTANT ASCERTAINS
A DISCREPANCY OF MORE THAN FIVE PERCENT (5%) DURING THE AUDITED PERIOD TO THE
DISADVANTAGE OF PSP BETWEEN PAYMENTS ACTUALLY MADE AND PAYMENTS DUE, IN WHICH
EVENT MEDQUIST WILL REIMBURSE PSP ALL REASONABLE COSTS AND EXPENSES FOR SUCH
AUDIT.
6.4.
PSP RESERVES THE RIGHT TO CHARGE AN INTEREST RATE OF THE LESSER OF
EIGHT PERCENT (8%) PER ANNUM THE MAXIMUM AMOUNT PERMITTED BY APPLICABLE LAW ON
PAST-DUE SUMS MEDQUIST OWES UNDER THIS AGREEMENT.
IN THE EVENT OF NON PAYMENT
BY MEDQUIST,