20, 2004.
4.2.
LICENSE FEE.
MEDQUIST WILL PAY PSP SUMS OWED FOR THE LICENSE FEES
SET FORTH ON SCHEDULE C TO THIS AGREEMENT ON A CALENDAR MONTHLY BASIS, WITHIN
THIRTY (30) DAYS OF THE END OF EACH SUCH MONTH.
4.3.
SOFTWARE MAINTENANCE FEE.
4.3.1.
MEDQUIST WILL USE REASONABLE COMMERCIAL EFFORTS TO SELL ITS END
USERS A SOFTWARE MAINTENANCE AGREEMENT (AN "SMA").
SUCH SMA WILL PROVIDE THAT
THE SUBSCRIBING END USER WILL OBTAIN, DIRECTLY FROM PSP OR FROM PSP THROUGH
MEDQUIST, AS MEDQUIST DEEMS APPROPRIATE:
.
SOFTWARE RELEASES.
AS USED IN THIS AGREEMENT, "SOFTWARE RELEASE"
MEANS A CHANGE PSP MAKES TO THE BASIC DESIGN, STRUCTURE, OR FUNCTIONALITY OF THE
SOFTWARE.
SOFTWARE RELEASES ARE TYPICALLY NUMBERED SEQUENTIALLY (E.G., RELEASE
4.X, RELEASE 6.X).
SUCH SOFTWARE RELEASES WILL BE SUBJECT TO THE CHARGE SET
FORTH IN SECTION 11.5 OF THIS AGREEMENT.
.
PATCH RELEASES.
AS USED IN THIS AGREEMENT, "PATCH RELEASE" MEANS A
CHANGE PSP MAKES TO A SOFTWARE RELEASE, WHICH IS AN INTERNAL CHANGE DESIGNED TO
CORRECT MINOR ANOMALIES OR DEFECTS IN THE SOFTWARE (COLLOQUIALLY REFERRED TO AS
"BUGS"), OR OTHERWISE TO PROVIDE MINOR IMPROVEMENTS TO PERFORMANCE WITHOUT
CHANGING THE SOFTWARE'S BASIC DESIGN, STRUCTURE, OR FUNCTIONALITY.
PATCH
RELEASES ARE TYPICALLY NUMBERED TO SIGNIFY MODIFICATIONS TO A VERSION OF
SOFTWARE RELEASE (E G, VERSION 4.1.05, VERSION 4.1.06).
.
POINT RELEASES.
AS USED IN THIS AGREEMENT, "POINT RELEASE" MEANS A
MODIFICATION OR ENHANCEMENT (COLLOQUIALLY REFERRED TO AS AN "UPGRADE") TO A
SOFTWARE RELEASE THAT (I) ENABLES THE SOFTWARE RELEASE TO PERFORM NEW OR
DIFFERENT FUNCTIONS (II) INCREASE THE CAPABILITY OF THE SOFTWARE, OR (III)
ENABLES THE SOFTWARE TO FUNCTION ON NEW OR DIFFERENT HARDWARE OR IN A NEW OR
DIFFERENT SOFTWARE ENVIRONMENT WITHOUT CHANGING ITS BASIC DESIGN, STRUCTURE OR
FUNCTIONALITY.
POINT RELEASES ARE TYPICALLY NUMBERED AS VERSIONS OF A SOFTWARE
RELEASE (E.G., VERSION 4.1, VERSION 4.2, ETC.).
.
TECHNICAL SUPPORT TO RESOLVE TECHNICAL ISSUES THAT ARE MORE
PRACTICABLY RESOLVED BY PSP THAN BY MEDQUIST.
4.3.2.
SMA CONTRACTS MEDQUIST SELLS WILL BEGIN AT THE END OF PSP'S
WARRANTY PERIOD (AS SET FORTH IN SECTION 8.1 OF THIS AGREEMENT) AND WILL BE
RENEWABLE ON AN ANNUAL BASIS.
IN THE EVENT THAT MEDQUIST ALLOWS AN END USER TO
TERMINATE OR CANCEL AN SMA BEFORE THE END OF THE TERM OF SUCH SMA, MEDQUIST WILL
PROVIDE NOTICE OF SUCH TERMINATION TO PSP, AND PSP WILL
***
Confidential material which has been omitted and filed separately with the
Securities and Exchange Commission
4
REFUND TO MEDQUIST THE PRO-RATA PORTION OF FEES PAID TO PSP FOR SUCH SMA WITHIN
THIRTY (30) DAYS AFTER MEDQUIST PROVIDES SUCH NOTICE.
4.3.3.
FOR EACH SMA CONTRACT THAT MEDQUIST SELLS, IT WILL PAY PSP THE
FOLLOWING SUMS WITHIN 30 DAYS AFTER CONCLUSION OF SUCH CONTRACTS.
.
FOR SUMS OWED FOR THE PERIOD BEGINNING WITH THE EFFECTIVE DATE OF
THIS AGREEMENT THROUGH JUNE 30, 2006 [***] OF THE LICENSE FEE SET FORTH ON
SCHEDULE C TO THIS AGREEMENT.
.
FOR SUMS OWED FOR THE PERIOD BEGINNING JULY 1, 2006, THROUGH THE
REMAINDER OF THE INITIAL