Exhibit 10.27
CONFIDENTIAL PORTIONS OF THIS DOCUMENT
HAVE BEEN REDACTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION
OEM SUPPLY AGREEMENT
THIS OEM SUPPLY AGREEMENT (the "Agreement") is made and entered into as of the
23rd day of September, 2004 (the "Effective Date"), by and between Philips
Austria GmbH, PHILIPS SPEECH PROCESSING, a Republic of Austria corporation
(hereinafter "PSP"), and MEDQUIST INC., a New Jersey, USA corporation
(hereinafter "MedQuist")
RECITALS
WHEREAS, PSP is engaged in creating, developing, or marketing certain computer
programs and software collectively, the "Programs") which Programs may
incorporate certain third party software products (the Programs and such third
party software products being referred to collectively in this Agreement as the
"Software"); and
WHEREAS, MedQuist desires to acquire from PSP the right and license to offer for
sale, sell, deliver and service, and to authorize others to offer for sale,
sell, deliver, and service, the Products (as defined in Section 1.4 of this
Agreement), and to incorporate the Software into its own products, within the
territory identified in Schedule A to this Agreement (the Territory"), in
accordance with the terms and conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of foregoing and the mutual promises and
covenants contained herein, and for other good and valuable consideration, the
receipt, adequacy, and sufficiency of all of which are hereby acknowledged, PSP
and MedQuist hereby agree as follows:
1.
DEFINITIONS.
1.1.
"AMENDMENT NO 2" MEANS THAT CERTAIN AMENDMENT TITLED "AMENDMENT NO
2 TO LICENSING AGREEMENT" BETWEEN PSP AND MEDQUIST DATED AS OF DECEMBER 10, 2002
REFERENCES IN AMENDMENT NO 2 TO INDEFINITE DATES WHICH REFERENCES USE TERMS SUCH
AS "UPON DELIVERY OF THE PHILIPS IN HOUSE SOLUTION" AND "[THE TIME] THE PRODUCT
IS COMMERCIALLY USABLE," SHALL MEAN "JUNE 25, 2004."
1.2.
"DOCUMENTATION" MEANS USER MANUALS, TRAINING MATERIALS, PRODUCT
DESCRIPTIONS, PRODUCT SPECIFICATIONS TECHNICAL MANUALS, LICENSE AGREEMENTS,
SUPPORTING MATERIALS, AND LIKE INFORMATION RELATED TO THE PRODUCTS, WHICH
DOCUMENTATION MAY BE DISTRIBUTED IN PRINT, ELECTRONIC, VIDEO, OR OTHER FORMATS
1.3.
"END USER" MEANS THE MEANS FINAL RETAIL PURCHASERS OR LICENSEES AT
THE CLINICAL SITES WHERE THE PRODUCTS ARE INSTALLED.
1.4.
"PRODUCTS" MEANS, INDIVIDUALLY OR COLLECTIVELY AS APPROPRIATE, THE
SOFTWARE, DOCUMENTATION, DEVELOPED PRODUCTS AND HARDWARE, SUPPLIES ACCESSORIES,
AND OTHER COMMODITIES RELATED TO ANY OF THE FOREGOING, PROVIDED OR TO BE
PROVIDED BY PSP PURSUANT TO THIS AGREEMENT, AS DESCRIBED IN SCHEDULE B ATTACHED
TO THIS AGREEMENT, AS MODIFIED FROM TIME TO TIME.
1.5.
"AFFILIATE" MEANS ANY PERSON OR ENTITY CONTROLLING. CONTROLLING,
BY, OR UNDER COMMON CONTROL WITH, A PARTY TO THIS AGREEMENT.
1.6.
TRADEMARKS" MEANS, THE WORDMARK PHILIPS IN ITS CHARACTERISTIC
TYPEFACE AND COLORS.
2.
GRANT OF LICENSE.
2.1.
SUBJECT TO THE TERMS OF THIS AGREEMENT, PSP HEREBY GRANTS TO
MEDQUIST, AND MEDQUIST HEREBY ACCEPTS FROM PSP, AN EXCLUSIVE AND
NON-TRANSFERABLE LICENSE TO OFFER FOR SALE, SELL, DELIVER AND SERVICE THE
PRODUCTS, AND TO AUTHORIZE OTHERS TO OFFER FOR SALE, SELL, DELIVER, AND SERVICE
THE PRODUCTS, DIRECTLY AND THROUGH ONE OR MORE TIERS OF DISTRIBUTORS, DEALERS,
AND RESELLERS (COLLECTIVELY, THE "DEALERS"),