ALL OF PHILIPS' TRADEMARKS WITH THEIR ASSOCIATED GOODWILL, COPYRIGHTS, TRADE
SECRETS AND PROPRIETARY RIGHTS FALLING WITHIN THE SCOPE OF THIS AGREEMENT ARE
AND SHALL REMAIN THE PROPERTY OF PHILIPS.
PHILIPS SIMILARLY ACKNOWLEDGES THAT
ALL OF THE MEDQUIST TRADEMARKS WITH THEIR ASSOCIATE GOODWILL, COPYRIGHTS, TRADE
SECRETS AND PROPRIETARY RIGHTS FALLING WITHIN THE SCOPE OF THIS AGREEMENT ARE
AND SHALL REMAIN THE PROPERTY OF MEDQUIST.
2.6.
EACH PARTY RESERVES ALL RIGHTS IN ITS
PROPRIETARY INFORMATION AND IP RIGHTS THAT ARE NOT EXPLICITLY GRANTED TO THE
OTHER PARTY UNDER THIS AGREEMENT.
NOTHING HEREIN IS INTENDED TO, OR SHALL BE
DEEMED TO, CONVEY TO PHILIPS ANY TITLE OR OWNERSHIP INTEREST IN OR LICENSE TO
THE SOFTWARE MEDQUIST LICENSES TO ITS CLIENTS (WHETHER OWNED BY OR LICENSED TO
MEDQUIST FOR SUBLICENSING PURPOSES).
SECTION 3.
DELIVERY.
3.1.
PHILIPS SHALL DELIVER THE LICENSED PRODUCT IN
OBJECT CODE FORM AND RELATED DOCUMENTATION TO MEDQUIST IN ACCORDANCE WITH
SCHEDULE A. MEDQUIST WILL BE RESPONSIBLE FOR INTEGRATING THE LICENSED PRODUCT
INTO MEDQUIST'S EXISTING INFORMATION TECHNOLOGY INFRASTRUCTURE.
HOWEVER,
PHILIPS WILL PROVIDE CONSULTANCY SUPPORT TO MEDQUIST COVERING INTEGRATION,
CUSTOMIZATION AND START UP ACTIVITIES IN ORDER TO ENSURE THE SPEEDY AND
EFFICIENT INTRODUCTION OF THIS NEW TECHNOLOGY.
UP TO FIFTEEN MAN-YEARS OF SUCH
SUPPORT ACTIVITIES IS INCLUDED WITHIN THE INITIAL SIGN UP FEE DESCRIBED IN
SECTION 4 BELOW, TO BE CONSUMED NO LATER THAN DECEMBER 31, 2001 ON THE BASIS OF
A TIMESCHEDULE AND WORKPLAN TO BE MUTUALLY AGREED WITHIN 45 DAYS AFTER THE
EFFECTIVE DATE.
IN ADDITION, AS PART OF SUCH SIGN UP FEE, PHILIPS WILL PROVIDE
LICENSED PRODUCT AND LEVEL 1 SUPPORT SERVICES TRAINING SUFFICIENT IN ORDER FOR
MEDQUIST'S EMPLOYEES TO BECOME FAMILIAR WITH THE USE OF THE LICENSED PRODUCTS
AND TO BE ABLE TO EXECUTE INTERNALLY LEVEL 1 SUPPORT SERVICES.
5
3.2.
SUBJECT TO MEDQUIST'S COMPLIANCE WITH
APPLICABLE FEE OBLIGATIONS SET FORTH IN THIS AGREEMENT, MAJOR RELEASES OF THE
LICENSED PRODUCT SHALL BE ADDED TO THIS AGREEMENT AND DELIVERED TO MEDQUIST AT
THE TIME SUCH MAJOR RELEASES ARE MADE AVAILABLE TO OTHER SUPPORTED LICENSEES OF
PHILIPS AT NO ADDITIONAL COST TO MEDQUIST.
SECTION 4.
PRICING
4.1.
THE INITIAL SIGN UP FEE PAYABLE BY MEDQUIST TO
PHILIPS SHALL BE US$ 2.25 MILLION PAYABLE IN ACCORDANCE WITH SCHEDULE D (BUT NOT
EARLIER THAN THE EFFECTIVE DATE).
THE MINIMUM ANNUAL AS WELL AS ONGOING LICENSE
FEES FOR THE LICENSED PRODUCT PAYABLE BY MEDQUIST TO PHILIPS ARE SET FORTH IN
SCHEDULE D (THE "FEES").
THE FEES (INCLUDING THE INITIAL SIGN UP FEE) DO NOT
INCLUDE SALES, USE, EXCISE AND SIMILAR TAXES, NOR THE COST OF SHIPPING OR
INSURANCE, FOR WHICH MEDQUIST IS RESPONSIBLE.
4.2.
DURING THE TERM OF THIS AGREEMENT AND ANY
EXTENSION THEREOF, MEDQUIST SHALL SEND A STATEMENT TO PHILIPS WITHIN TEN (10)
DAYS FOLLOWING THE LAST DAY OF EACH CALENDAR QUARTER CERTIFYING, IN SUMMARY
FORM, (I) THE USE OF THE LICENSED PRODUCTS AND THE BASIS FOR THE FEES
CALCULATIONS SET FORTH IN SCHEDULE D HERETO AND (II) THE FEES DUE FOR SUCH
PERIOD.
APPROPRIATE PAYMENTS FOR EACH CALENDAR QUARTER SHALL BE