In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write unambiguous answers to the questions and your answer must refer a specific phrase from the paragraph. If multiple answers seem to exist, write the answer that is the most plausible.

[EX Q]: Exhibit 10.4

INTELLECTUAL PROPERTY AGREEMENT

by and between

Nuance Communications, Inc.

and

Cerence Inc.

Dated as of September 30, 2019

Source: CERENCE INC., 8-K, 10/2/2019

TABLE OF CONTENTS Page ARTICLE I DEFINITIONS

Section 1.01. Definitions 1

ARTICLE II RECORDATION OF INTELLECTUAL PROPERTY RIGHTS ASSIGNMENT AGREEMENTS

Section 2.01. Intellectual Property Assignment Agreements 5 Section 2.02. Recordation 5 Section 2.03. Security Interests 5

ARTICLE III LICENSES AND COVENANTS FROM NUANCE TO SPINCO

Section 3.01. License Grants 6 Section 3.02. Other Covenants 7

ARTICLE IV LICENSES AND COVENANTS FROM SPINCO TO NUANCE

Section 4.01. License Grants 8 Section 4.02. Other Covenants 9

ARTICLE V ADDITIONAL INTELLECTUAL PROPERTY RELATED MATTERS

Section 5.01. Ownership 10 Section 5.02. Assignments and Licenses 10 Section 5.03. No Implied Rights 10 Section 5.04. No Obligation To Prosecute or Maintain Patents 10 Section 5.05. No Technical Assistance 10 Section 5.06. Group Members 10

ARTICLE VI CONFIDENTIAL INFORMATION

Section 6.01. Confidentiality 10 Section 6.02. Disclosure of Confidential Technical Information 11 Section 6.03. Compulsory Disclosure of Confidential Technical Information 11

ARTICLE VII LIMITATION OF LIABILITY AND WARRANTY DISCLAIMER i

Source: CERENCE INC., 8-K, 10/2/2019

Section 7.01. Limitation on Liability 11 Section 7.02. Disclaimer of Representations and Warranties 11

ARTICLE VIII TRANSFERABILITY AND ASSIGNMENT

Section 8.01. No Assignment or Transfer Without Consent 12 Section 8.02. Divested Businesses 12

ARTICLE IX TERMINATION

Section 9.01. Termination by Both Parties 13 Section 9.02. Termination prior to the Distribution 13 Section 9.03. Effect of Termination; Survival 13

ARTICLE X FURTHER ASSURANCES

Section 10.01. Further Assurances 13

ARTICLE XI MISCELLANEOUS

Section 11.01. Counterparts; Entire Agreement; Corporate Power 14 Section 11.02. Dispute Resolution 14 Section 11.03. Governing Law; Jurisdiction 15 Section 11.04. Waiver of Jury Trial 15 Section 11.05. Court-Ordered Interim Relief 15 Section 11.06. Specific Performance 16 Section 11.07. Third-Party Beneficiaries 16 Section 11.08. Notices 16 Section 11.09. Import and Export Control 17 Section 11.10. Bankruptcy 17 Section 11.11. Severability 18 Section 11.12. Expenses 18 Section 11.13. Headings 18 Section 11.14. Survival of Covenants 18 Section 11.15. Waivers of Default 18 Section 11.16. Amendments 18 Section 11.17. Interpretation 19 SCHEDULE A - Fields of Use SCHEDULE B - Nuance Data SCHEDULE C - SpinCo Data SCHEDULE D - SpinCo Patents SCHEDULE E - SpinCo IDs SCHEDULE F - SpinCo Trademarks ii

Source: CERENCE INC., 8-K, 10/2/2019

SCHEDULE G - SpinCo Domain Names SCHEDULE H - Technology Assets SCHEDULE I - OEM Technology

EXHIBIT A1 - Patent Assignment Agreement EXHIBIT A2 - Trademark Assignment Agreement EXHIBIT A3 - Domain Name Assignment Agreement EXHIBIT A4 - Invention Disclosure Assignment Agreement iii

Source: CERENCE INC., 8-K, 10/2/2019

INTELLECTUAL PROPERTY AGREEMENT, dated as of September 30, 2019 (this Agreement), by and between NUANCE COMMUNICATIONS, INC., a Delaware corporation (Nuance), and CERENCE INC., a Delaware corporation (SpinCo).

RECITALS

WHEREAS, in connection with the contemplated Spin-Off of SpinCo and concurrently with the execution of this Agreement, Nuance and SpinCo are entering into a Separation and Distribution Agreement (the Separation Agreement);

WHEREAS, pursuant to the Separation Agreement and the other Ancillary Agreements, as of the Distribution Date, the Nuance IP has been allocated to the Nuance Group and the SpinCo IP has been allocated to the SpinCo Group;

WHEREAS, the Parties wish to record the transfers of any registrations or applications of Nuance IP and SpinCo IP, as applicable, to the extent the ownership thereof has transferred from a member of the Nuance Group to a member of the SpinCo Group, or vice versa, pursuant to the Separation Agreement or any other Ancillary Agreement;

WHEREAS, pursuant to the Separation Agreement and the other Ancillary Agreements, as of the Distribution Date, the Nuance IP allocated to the Nuance Group includes the Nuance Patents, the Nuance Shared Technology Assets and the Nuance Data, and the SpinCo IP allocated to the SpinCo Group includes the SpinCo Patents, the SpinCo Shared Technology Assets and the SpinCo Data;

WHEREAS, it is the intent of the Parties that Nuance grant a license to SpinCo under the Nuance Patents and the Nuance Shared Technology Assets, and provide certain rights or services to the SpinCo Group with respect to the Nuance Data, in each case for the SpinCo Field of Use, subject to the terms and conditions set forth in this Agreement; and

WHEREAS, it is the intent of the Parties that SpinCo grant a license to Nuance under the SpinCo Patents and the SpinCo Shared Technology Assets, and provide certain rights or services to the Nuance Group with respect to certain of the SpinCo Data, in each case for the Nuance Field of Use, subject to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in this Agreement, the Parties, intending to be legally bound, hereby agree as follows:

ARTICLE I DEFINITIONS

Section 1.01. Definitions. As used in this Agreement, the following terms have the meanings set forth below and herein, and the terms defined in Schedules shall have the meanings set forth therein. Capitalized terms used, but not defined in this Agreement shall have the meanings ascribed to such terms in the Separation Agreement or any other Ancillary Agreement, as applicable.

Source: CERENCE INC., 8-K, 10/2/2019

Bankruptcy Code has the meaning set forth in Section 11.10.

Confidential Technical Information means, with respect to each Disclosing Party, any confidential Data, Trade Secrets or Technology source code within the Nuance IP or SpinCo IP, as applicable, that is in the Receiving Party's possession or that the Receiving Party obtains pursuant to the terms of this Agreement, together with any tangible or electronic expressions or embodiments thereof; provided, that Confidential Technical Information shall not include information that is or was (i) publicly known at the time of disclosure or thereafter without any breach of this Agreement by the Receiving Party or its Group or (ii) subsequently made known to the Receiving Party or its Group from a source unconnected with either Party or its Group.

Copyrights means copyrights, works of authorship (including all translations, adaptations, derivations and combinations thereof), mask works, designs and database rights, including, in each case, any registrations and applications therefor.

Data means all data, databases and collections and compilations of data, in any form or medium.

Disclosing Party means each Party in its capacity as the discloser of Confidential Technical Information, as applicable.

Divested Entity has the meaning set forth in Section 8.02.

Domain Name Assignment Agreement has the meaning set forth in Section 2.01.

Domain Names means Internet domain names, including top level domain names and global top level domain names, URLs, social media identifiers, handles and tags.

Intellectual Property Assignment Agreements has the meaning set forth in Section 2.01.

Intellectual Property Rights or IPR means any and all intellectual property rights existing anywhere in the world associated with any and all (i) Patents, (ii) Trademarks, (iii) Copyrights, (iv) Domain Names, (v) rights in Technology, (vi) rights in Trade Secrets, (vii) rights in Data, (viii) all tangible embodiments of the foregoing in whatever form or medium and (ix) any other legal protections and rights related to any of the foregoing. Intellectual Property Rights specifically excludes contractual rights (including license grants from third parties).

Invention Disclosure Assignment Agreement has the meaning set forth in Section 2.01.

Nuance Data means any Data that is (i) owned by a Third Party and licensed to the Nuance Group as of immediately prior to the Distribution pursuant to a Nuance Data Agreement or (ii) owned by the Nuance Group as of immediately prior to the Distribution but subject to a Nuance Data Agreement, in each case (i) and (ii), which Data is used in the SpinCo Business as of immediately prior to the Distribution. 2

Source: CERENCE INC., 8-K, 10/2/2019

Nuance Data Agreement means each Contract identified in Schedule B.

Nuance Field of Use has the meaning set forth in Schedule A.

Nuance IP means all Intellectual Property Rights owned by the Nuance Group or the SpinCo Group as of immediately prior to the Distribution, other than the SpinCo IP.

Nuance Patents means all Patents included within the Nuance IP.

Nuance Shared Technology Assets means (i) the Nuance Technology Assets identified on Schedule H-2 and (ii) any other Nuance Technology Assets not identified on Schedule H-2 that are used in the SpinCo Business as of immediately prior to the Distribution; provided that the Nuance Shared Technology Assets exclude any OEM Technology.

Nuance Technology Assets means all of the Technology owned by the Nuance Group or the SpinCo Group as of immediately prior to the Distribution, excluding the SpinCo Technology Assets. For the avoidance of doubt, the Nuance Technology Assets include the Technology identified on Schedule H-1.

Nuance Trademarks means the Trademarks included in the Nuance IP.

OEM Technology means the Technology identified on Schedule I, each of which shall be subject to a separate agreement.

Party means either party hereto, and Parties means both parties hereto.

Patent Assignment Agreement has the meaning set forth in Section 2.01.

Patents means patents (including all reissues, divisionals, continuations, continuations-in-part, reexaminations, supplemental examinations, inter partes review, post-grant oppositions, covered business methods reviews, substitutions and extensions thereof), patent registrations and applications, including provisional applications, statutory invention registrations, invention disclosures and inventions.

Permitted Recipients has the meaning set forth in Section 6.02.

Receiving Party means each Party in its capacity as the recipient of Confidential Technical Information, as applicable.

Software means any and all (i) computer programs and applications, including any and all software implementations of algorithms, models and methodologies, whether in source code, object code, human readable form or other form, including operating software, network software, firmware, middleware, design software, design tools, ASP, HTML, DHTML, SHTML and XML files, cgi and other scripts, APIs and web widgets, (ii) descriptions, flow charts and other work product used to design, plan, organize and develop any of the foregoing, screens, user interfaces, report formats, firmware, development tools, templates, menus, buttons and icons, (iii) all documentation including user manuals and other training documentation related to any of the foregoing and (iv) all tangible embodiments of the foregoing in whatever 3

Source: CERENCE INC., 8-K, 10/2/2019

form or medium now known or yet to be created, including all disks, diskettes and tapes; provided, that Software does not include Data.

SpinCo Copyrights means unregistered Copyrights that are owned by the Nuance Group or the SpinCo Group and exclusively related to the SpinCo Business as of immediately prior to the Distribution; provided, that the SpinCo Copyrights do not include any Technology or SpinCo Data.

SpinCo Data means any Data that is (i) owned by a Third Party and licensed to the Nuance Group or SpinCo Group as of immediately prior to the Distribution pursuant to a SpinCo Data Agreement or (ii) owned by the Nuance Group or SpinCo Group as of immediately prior to the Distribution but subject to a SpinCo Data Agreement and (iii) Data owned by the Nuance Group or SpinCo Group and exclusively related to the SpinCo Business as of immediately prior to the Distribution.

SpinCo Data Agreement means each Contract identified in Schedule C.

SpinCo Domain Names means the Domain Names identified on Schedule G, in each case excluding any Trademarks containing Nuance or any transliteration or translation thereof or any version of the Nuance and Design logo.

SpinCo Field of Use has the meaning set forth in Schedule A.

SpinCo IDs means the invention disclosures identified on Schedule E.

SpinCo IP means (i) the SpinCo Patents, (ii) the SpinCo Copyrights, (iii) the SpinCo Domain Names, (iv) the SpinCo Trade Secrets, (v) the SpinCo Trademarks, (vi) the SpinCo IDs, (vii) the SpinCo Technology Assets and (viii) the SpinCo Data.

SpinCo Patents means the Patents identified on Schedule D.

SpinCo Shared Technology Assets means the SpinCo Technology Assets identified on Schedule H-4. For the avoidance of doubt, the SpinCo Shared Technology Assets exclude any OEM Technology.

SpinCo Technology Assets means the Technology identified on Schedule H-3.

SpinCo Trade Secrets means the Trade Secrets known to the Parties that are owned by the Nuance Group or SpinCo Group and exclusively related to the SpinCo Business as of immediately prior to the Distribution; provided, that the SpinCo Trade Secrets do not include any Technology or SpinCo Data.

SpinCo Trademarks means the Trademarks identified on Schedule F.

Technology means Software, technical documentation, specifications, schematics, designs, user interfaces, test reports, bills of material, build instructions, lab notebooks, prototypes, samples, programs, routines, subroutines, tools, materials, apparatus, and all recordings, graphs, drawings, reports, analyses, other writings, disks, diskettes and tapes, 4

Source: CERENCE INC., 8-K, 10/2/2019

together with all Intellectual Property Rights (other than Patents and Trademarks) in the foregoing.

Third Party means any Person (including any Governmental Authority) who is not a member of the Nuance Group or the SpinCo Group.

Trade Secrets means all information, in any form or medium, to the extent that the owner thereof has taken reasonable measures to keep such information secret and the information derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable through proper means by, the public.

Trademark Assignment Agreement has the meaning set forth in Section 2.01.

Trademarks means trademarks, service marks, trade names, logos, slogans, trade dress or other source identifiers, including any registration or any application for registration therefor, together with all goodwill associated therewith.

ARTICLE II RECORDATION OF INTELLECTUAL PROPERTY RIGHTS ASSIGNMENT AGREEMENTS

Section 2.01. Intellectual Property Assignment Agreements. In order to carry out the intent of the Parties with respect to the recordation of the transfers of any registrations or applications of Nuance IP or SpinCo IP, as applicable, to the extent the ownership thereof has transferred from a member of the Nuance Group to a member of the SpinCo Group, or vice versa, pursuant to the Separation Agreement or any other Ancillary Agreement, the Parties shall execute intellectual property assignments in a form substantially similar to that attached as Exhibit A1 (the Patent Assignment Agreement), Exhibit A2 (the Trademark Assignment Agreement), Exhibit A3 (the Domain Name Assignment Agreement) and Exhibit A4 (the Invention Disclosure Assignment Agreement) as well as such additional case specific assignments as deemed appropriate or necessary under applicable Laws (collectively, the Intellectual Property Assignment Agreements) for recordation with the appropriate Governmental Authority.

Section 2.02. Recordation. The relevant assignee Party shall have the sole responsibility, at its sole cost and expense, to file the Intellectual Property Assignment Agreements and any other forms or documents with the appropriate Governmental Authorities as required to record the transfer of any registrations or applications of Nuance IP or SpinCo IP that is allocated under the Separation Agreement, as applicable, and the relevant assignor Party hereby consents to such recordation.

Section 2.03. Security Interests. Prior to, on and after the Distribution Date, each Party shall cooperate with the other Party, without any further consideration and at no expense to the other Party, to obtain, cause to be obtained or properly record the release of any outstanding Security Interest attached to any Nuance IP or SpinCo IP that is subject to assignment from one Party or its Group to the other Party or its Group hereunder, as applicable, and to take, or cause to be taken, all actions as the other Party may reasonably be requested to take in order to obtain, cause to be obtained or properly record such release. 5

Source: CERENCE INC., 8-K, 10/2/2019

ARTICLE III LICENSES AND COVENANTS FROM NUANCE TO SPINCO

Section 3.01. License Grants.

(a) Patents. Subject to the terms and conditions of this Agreement, as of the Distribution Date, Nuance hereby grants to SpinCo and the members of the SpinCo Group a worldwide, non-exclusive, fully paid-up, perpetual and irrevocable, transferable (subject to ARTICLE VIII), sublicensable (subject to Section 3.01(g)) license under the Nuance Patents, solely to the extent that claims of the Nuance Patents cover products or services of the SpinCo Business in the SpinCo Field of Use, together with natural extensions and evolutions thereof, in each case to make, have made, use, sell, offer for sale, import and otherwise exploit such products and services, together with natural extensions and evolutions thereof.

(b) Technology. Subject to the terms and conditions of this Agreement, as of the Distribution Date, Nuance hereby grants to SpinCo and the members of the SpinCo Group a worldwide, non-exclusive, fully paid-up, perpetual and irrevocable, transferable (subject to ARTICLE VIII), sublicensable (subject to Section 3.01(g)) license to install, access, use, reproduce, perform, display, modify (including the right to create improvements and derivative works), further develop, sell, manufacture, distribute and market products and services based on, using or incorporating the Nuance Shared Technology Assets within the SpinCo Field of Use, together with natural extensions and evolutions thereof.

(c) Other Nuance Shared IP. Subject to the terms and conditions of this Agreement, as of the Distribution Date, Nuance hereby grants to SpinCo and the members of the SpinCo Group a worldwide, non-exclusive, fully paid-up, perpetual and irrevocable, transferable (subject to ARTICLE VIII), sublicensable (subject to Section 3.01(g)) license to continue to use any Nuance IP (other than Nuance Patents, Nuance Technology Assets, Nuance Trademarks and Nuance Data), in each case solely as and to the extent that it is used by the SpinCo Group in connection with products and services of the SpinCo Business within the SpinCo Field of Use, together with natural extensions and evolutions thereof.

(d) Trademarks. The Parties acknowledge and agree that no rights are granted to the SpinCo Group in this Agreement with respect to any Trademarks or Domain Names, provided that certain rights and obligations with respect to the use by the SpinCo Group of certain Nuance Trademarks and related Domain Names shall be set forth in the Transitional Trademark License Agreement. To the extent there is a conflict between the terms of this Agreement and the Transitional Trademark License Agreement, the terms of the Transitional Trademark License Agreement shall control.

(e) Nuance Data. The Parties acknowledge and agree that certain rights and obligations with respect to the use or benefit by the SpinCo Group of certain Nuance Data shall be as provided in Schedule B.

(f) OEM Technology. Notwithstanding the foregoing, the Parties acknowledge and agree that this Section 3.01 does not grant any rights or licenses to any OEM Technology, which is subject to certain separate agreements between the Parties, and to the 6

Source: CERENCE INC., 8-K, 10/2/2019

extent there is a conflict between this Agreement and such separate agreements, such separate agreements shall control.

(g) Sublicenses. The licenses granted in Sections 3.01(a), (b) and (c) to the SpinCo Group include the right to grant sublicenses within the scope of such licenses only to members of the SpinCo Group and, without any further right to sublicense, to their respective (i) contractors, distributors, manufacturers and resellers, in each case solely for the benefit of the SpinCo Business, and (ii) end users and customers, in each case solely in connection with the use of products and services of the SpinCo Business. Notwithstanding the forgoing, subject to Section 3.02(b) and ARTICLE VI, members of the SpinCo Group may only sublicense the Nuance Shared Technology Assets pursuant to terms and conditions as protective as those under which it licenses its own Technology of a similar nature and value, and in any event terms and conditions that provide for commercially reasonable protection for the source code, structure and other confidential and proprietary elements of the Nuance Shared Technology Assets. The SpinCo Group shall remain liable for any breach or default of the applicable terms and conditions of this Agreement by any of its sublicensees.

Section 3.02. Other Covenants.

(a) SpinCo hereby acknowledges Nuance's right, title and interest in and to the Nuance IP. SpinCo agrees that it will not (i) oppose, challenge, petition to cancel, contest or threaten in any way, or assist another party in opposing, challenging, petitioning to cancel, contesting or threatening in any way, any application or registration by Nuance or its Affiliates or their respective licensees for any Nuance IP, (ii) engage in any act, or purposefully omit to perform any act, that impairs or adversely affects the rights of Nuance or any member of the Nuance Group in and to any Nuance IP or (iii) apply for any registration (including federal, state and national registrations) with respect to the Nuance IP.

(b) With respect to the Nuance Shared Technology Assets, SpinCo agrees that it will not (i) engage in any act, or purposefully omit to perform any act, that impairs or adversely affects the rights of Nuance or any member of the Nuance Group in and to any Nuance Shared Technology Assets, (ii) use the Nuance Shared Technology Assets on a service bureau, time sharing or similar basis, or for the benefit of any other Person, (iii) remove any proprietary markings in the Nuance Shared Technology Assets, (iv) incorporate or otherwise combine or integrate any open source software with or into the Nuance Shared Technology Assets such that the Nuance Shared Technology Assets, or any part thereof, becomes subject to any open source, copyleft or similar type of license terms (including, without limitation, any license that is or was recognized as an open source software license by the Open Source Initiative), (v) reverse engineer, reverse assemble or decompile the Nuance Shared Technology Assets or any software component of the Nuance Shared Technology Assets or (vi) disclose, distribute or otherwise provide or permit access to source code of any Nuance Shared 7

Source: CERENCE INC., 8-K, 10/2/2019

Technology Assets other than to commercial source code escrow providers who are only permitted to make such source code available to third parties that have entered into an escrow agreement with a member of the SpinCo Group and escrow provider.

ARTICLE IV LICENSES AND COVENANTS FROM SPINCO TO NUANCE

Section 4.01. License Grants.

(a) Patents. Subject to the terms and conditions of this Agreement, as of the Distribution Date, SpinCo hereby grants to Nuance and the members of the Nuance Group a worldwide, non-exclusive, fully paid-up, perpetual and irrevocable, transferable (subject to ARTICLE VIII), sublicensable (subject to Section 4.01(g)) license under the SpinCo Patents, solely to the extent that claims of the SpinCo Patents cover products or services of the Nuance Business in the Nuance Field of Use, together with natural extensions and evolutions thereof, in each case to make, have made use, sell, offer for sale, import and otherwise exploit such products and services, together with natural extensions and evolutions thereof.

(b) Technology. Subject to the terms and conditions of this Agreement, as of the Distribution Date, SpinCo hereby grants to Nuance and the members of the Nuance Group a worldwide, non-exclusive, fully paid-up, perpetual and irrevocable, transferable (subject to ARTICLE VIII), sublicensable (subject to Section 4.01(g)) license to install, access, use, reproduce, perform, display, modify (including the right to create improvements and derivative works), further develop, sell, manufacture, distribute and market products and services based on, using or incorporating the SpinCo Shared Technology Assets within the Nuance Field of Use, together with natural extensions and evolutions thereof.

(c) Other SpinCo Shared IP. Subject to the terms and conditions of this Agreement, as of the Distribution Date, SpinCo hereby grants to Nuance and the members of the Nuance Group a worldwide, non-exclusive, fully paid-up, perpetual and irrevocable, transferable (subject to ARTICLE VIII), sublicensable (subject to Section 4.01(g)) license to continue to use any SpinCo IP (other than SpinCo Patents, SpinCo Technology Assets, SpinCo Trademarks, SpinCo Domain Names and SpinCo Data), in each case solely as and to the extent that it is used by the Nuance Group in connection with products and services of the Nuance Business within the Nuance Field of Use, together with natural extensions and evolutions thereof.

(d) Trademarks. The Parties acknowledge and agree that no rights are granted to the Nuance Group in this Agreement with respect to any Trademarks or Domain Names.

(e) SpinCo Data. The Parties acknowledge and agree that certain rights and obligations with respect to the use or benefit of the Nuance Group of certain SpinCo Data shall be as provided in Schedule C.

(f) OEM Technology. Notwithstanding the foregoing, the Parties acknowledge and agree that this Section 4.01 does not grant any rights or licenses to any OEM Technology, which is subject to certain separate agreements between the Parties, and to the 8

Source: CERENCE INC., 8-K, 10/2/2019

extent there is a conflict between this Agreement and such separate agreements, such separate agreements shall control.

(g) Sublicenses. The licenses granted in Sections 4.01(a), (b) and (c) to the Nuance Group include the right to grant sublicenses within the scope of such licenses only to members of the Nuance Group and, without any further right to sublicense, to their respective (i) contractors, distributors, manufacturers and resellers, in each case solely for the benefit of the Nuance Business and (ii) end users and customers, in each case solely in connection with the use of products and services of the Nuance Business. Notwithstanding the forgoing, subject to Section 4.02(b) and ARTICLE VI, members of the Nuance Group may only sublicense the SpinCo Shared Technology Assets pursuant to terms and conditions as protective as those under which it licenses its own Technology of a similar nature and value, and in any event terms and conditions that provide for commercially reasonable protection for the source code, structure and other confidential and proprietary elements of the SpinCo Shared Technology Assets. The Nuance Group shall remain liable for any breach or default of the applicable terms and conditions of this Agreement by any of its sublicensees.

Section 4.02. Other Covenants.

(a) Nuance hereby acknowledges SpinCo's right, title and interest in and to the SpinCo IP. Nuance agrees that it will not (i) oppose, challenge, petition to cancel, contest or threaten in any way, or assist another party in opposing, challenging, petitioning to cancel, contesting or threatening in any way, any application or registration by SpinCo or its Affiliates or their respective licensees for any SpinCo IP, (ii) engage in any act, or purposefully omit to perform any act, that impairs or adversely affects the rights of SpinCo or any member of the SpinCo Group in and to any SpinCo IP or (iii) apply for any registration (including federal, state and national registrations) with respect to the SpinCo IP.

(b) With respect to the SpinCo Shared Technology Assets, Nuance agrees that it will not (i) engage in any act, or purposefully omit to perform any act, that impairs or adversely affects the rights of SpinCo or any member of the SpinCo Group in and to any SpinCo Shared Technology Assets, (ii) use the SpinCo Shared Technology Assets on a service bureau, time sharing or similar basis, or for the benefit of any other Person, (iii) remove any proprietary markings in the SpinCo Shared Technology Assets, (iv) incorporate or otherwise combine or integrate any open source software with or into the SpinCo Shared Technology Assets such that the SpinCo Shared Technology Assets, or any part thereof, becomes subject to any open source, copyleft or similar type of license terms (including, without limitation, any license that is or was recognized as an open source software license by the Open Source Initiative), (v) reverse engineer, reverse assemble or decompile the SpinCo Shared Technology Assets or any software component of the SpinCo Shared Technology Assets or (vi) disclose, distribute or otherwise provide or permit access to source code of any SpinCo Shared 9

Source: CERENCE INC., 8-K, 10/2/2019

Technology Assets other than to commercial source code escrow providers who are only permitted to make such source code available to third parties that have entered into an escrow agreement with a member of the Nuance Group and escrow provider.

ARTICLE V ADDITIONAL INTELLECTUAL PROPERTY RELATED MATTERS

Section 5.01. Ownership. The Party receiving the license hereunder acknowledges and agrees that the Party (or the applicable member of its Group) granting the license is the sole and exclusive owner of the Intellectual Property Rights so licensed.

Section 5.02. Assignments and Licenses. Any assignment, other transfer or license by either Party or any member of its Group of any Intellectual Property Rights licensed to the other Party or any member of its Group pursuant to ARTICLE III or ARTICLE IV, respectively, shall be subject to the applicable licenses, covenants and restrictions set forth herein.

Section 5.03. No Implied Rights. Nothing contained in this Agreement shall be construed as conferring any rights (including the right to sublicense) by implication, estoppel or otherwise, under any Intellectual Property Rights, other than as expressly granted in this Agreement, and all other rights under any Intellectual Property Rights licensed to a Party or the members of its Group hereunder are expressly reserved by the Party granting the license.

Section 5.04. No Obligation To Prosecute or Maintain Patents. Except as expressly set forth in this Agreement, no Party or any member of its Group shall have any obligation to seek, perfect or maintain any protection for any of its Intellectual Property Rights. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, no Party or any member of its Group shall have any obligation to file any Patent application, to prosecute any Patent, or secure any Patent rights or to maintain any Patent in force.

Section 5.05. No Technical Assistance. Except as expressly set forth in this Agreement, in the Separation Agreement or any other mutually executed agreement between the Parties or any of the members of their respective Groups, no Party or any member of its Group shall be required to provide the other Party with any technical assistance or to furnish any other Party with, or obtain on their behalf, any Intellectual Property Rights-related documents, materials or other information or technology.

Section 5.06. Group Members. Each Party shall cause the members of its Group to comply with all applicable provisions of this Agreement.

ARTICLE VI CONFIDENTIAL INFORMATION

Section 6.01. Confidentiality. Without limiting Section 6.02, all confidential information of a Party disclosed to the other Party under this Agreement shall be deemed confidential and proprietary information of the disclosing Party, shall be subject to the provisions of Section 7.09 of the Separation Agreement and may be used by the Receiving Party pursuant to this Agreement for the sole and express purpose of effecting the licenses granted herein. 10

Source: CERENCE INC., 8-K, 10/2/2019

Section 6.02. Disclosure of Confidential Technical Information. Except as expressly permitted by this Agreement, including in Section 3.02(b)(vi) or Section 4.02(b)(vi), the Receiving Party shall not, and shall not permit any other Person to, disclose any Confidential Technical Information to any Person without prior written consent of the Disclosing Party, except that the Receiving Party may disclose the Confidential Technical Information solely to those employees and contractors of the Receiving Party who have a need to know the Confidential Technical Information in connection with designing, developing, distributing, marketing, testing and supporting any products or services of the Receiving Party within the Nuance Field of Use or SpinCo Field of Use, as applicable (collectively, the Permitted Recipients); provided, that prior to such disclosure the Receiving Party shall notify each such Permitted Recipient in writing of the use and disclosure restrictions set forth in this Agreement and ensure that such Permitted Recipient is bound by confidentiality obligations with respect thereto. The Receiving Party shall take, at its sole expense, all reasonable measures to prevent any prohibited or unauthorized disclosure or use of any Confidential Technical Information, including by its Permitted Recipients, and shall be liable for any breaches of this Agreement by any of its Permitted Recipients, in each case, as if committed by the Receiving Party.

Section 6.03. Compulsory Disclosure of Confidential Technical Information. If the Receiving Party receives a request to disclose any Confidential Technical Information pursuant to a subpoena or other order of a Governmental Authority: (i) the Receiving Party shall promptly notify in writing the Disclosing Party thereof and reasonably consult with and assist the Disclosing Party in seeking a protective order or other appropriate remedy to limit such disclosure, (ii) in the event that such protective order or remedy is not obtained, the Receiving Party shall disclose only that portion of the Confidential Technical Information which, in the written opinion of the Receiving Party's legal counsel, is legally required to be disclosed, and the Receiving Party shall use reasonable best efforts to ensure confidential treatment of any such disclosed Confidential Technical Information and (iii) the Disclosing Party shall be given an opportunity to review any such Confidential Technical Information prior to disclosure thereof. The Parties shall fully cooperate, to the extent permitted by Law, in any actions the Disclosing Party may take in seeking to prevent or limit such disclosure. Any Confidential Technical Information disclosed under this Section 6.03 shall continue to be deemed Confidential Technical Information for all purposes hereunder, notwithstanding such disclosure.

ARTICLE VII LIMITATION OF LIABILITY AND WARRANTY DISCLAIMER

Section 7.01. Limitation on Liability. Without limiting the terms set forth in Section 6.09 of the Separation Agreement, none of Nuance, SpinCo or any other member of either Group shall in any event have any Liability to the other or to any other member of the other's Group under this Agreement for any indirect, special, punitive or consequential damages, whether or not caused by or resulting from negligence or breach of obligations hereunder and whether or not informed of the possibility of the existence of such damages.

Section 7.02. Disclaimer of Representations and Warranties. Each of Nuance (on behalf of itself and each other member of the Nuance Group) and SpinCo (on behalf of itself and each other member of the SpinCo Group) understands and agrees that, except as expressly set forth in this Agreement, no Party is representing or warranting in any way, including any 11

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implied warranties of merchantability, fitness for a particular purpose, title, registerability, allowability, enforceability or non-infringement, as to any Intellectual Property Rights licensed hereunder, as to the sufficiency of the Intellectual Property Rights licensed hereunder for the conduct and operations of the SpinCo Business or the Nuance Business, as applicable, as to the value or freedom from any Security Interests of, or any other matter concerning, any Intellectual Property Rights licensed hereunder, or as to the absence of any defenses or rights of setoff or freedom from counterclaim with respect to any claim or other Intellectual Property Rights of any such Party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder to convey title to any Intellectual Property Rights or thing of value upon the execution, delivery and filing hereof or thereof. Except as may expressly be set forth herein, any such Intellectual Property Rights are being licensed on an as is, where is basis and the respective licensees shall bear the economic and legal risks related to the use of the Nuance IP in the SpinCo Business or the SpinCo IP in the Nuance Business, as applicable.

ARTICLE VIII TRANSFERABILITY AND ASSIGNMENT

Section 8.01. No Assignment or Transfer Without Consent. Except as expressly set forth in this Agreement, neither this Agreement nor any of the rights, interests or obligations under this Agreement, including the licenses granted pursuant to this Agreement, shall be assigned, in whole or in part, by operation of Law or otherwise by either Party without the prior written consent of the other Party. Any purported assignment without such consent shall be void. Notwithstanding the foregoing, if any Party to this Agreement (or any of its successors or permitted assigns) (a) shall enter into a consolidation or merger transaction in which such Party is not the surviving entity and the surviving entity acquires or assumes all or substantially all of such Party's assets, (b) shall transfer all or substantially all of such Party's assets to any Person or (c) shall assign this Agreement to such Party's Affiliates, then, in each such case, the assigning Party (or its successors or permitted assigns, as applicable) shall ensure that the assignee or successor-in-interest expressly assumes in writing all of the obligations of the assigning Party under this Agreement, and the assigning Party shall not be required to seek consent, but shall provide written notice and evidence of such assignment, assumption or succession to the non-assigning Party. Subject to the preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the Parties and their respective successors and assigns. No assignment permitted by this Section 8.01 shall release the assigning Party from liability for the full performance of its obligations under this Agreement. For the avoidance of doubt, in no event will the licenses granted in this Agreement extend to products, services or other activities of the assignee existing on or before the date of the transaction described in clauses (a) or (b) of the preceding sentence, except to the extent that they were licensed under the terms of this Agreement prior to such transaction.

Section 8.02. Divested Businesses. In the event a Party divests a line of business or line of products or services by (a) spinning off a member of its Group by its sale or other disposition to a Third Party, (b) reducing ownership or control in a member of its Group so that it no longer qualifiers as a member of its Group under this Agreement, (c) selling or otherwise transferring such line of business, products or services to a Third Party or (d) forming a joint venture with a Third Party with respect to such line of business, products or services (each such divested entity or line of business, products or services, a Divested Entity), the Divested Entity 12

Source: CERENCE INC., 8-K, 10/2/2019

shall retain those licenses granted to it under this Agreement, provided that the license shall be limited to the business, products or services (as applicable) of the Divested Entity as of the date of divestment and such natural development thereof within the Nuance Field of Use (where Nuance is the divesting Party) or SpinCo Field of Use (where SpinCo is the divesting party). The retention of any license grants are subject to the Divested Entity's and, in the event it is acquired by a Third Party, such Third Party's execution and delivery to the non-transferring Party, within 90 days of the effective date of such divestment, of a duly authorized, written undertaking, agreeing to be bound by the applicable terms of this Agreement. For the avoidance of doubt, (i) in no event will the licenses retained by a Divested Entity extend to products, services or other activities of a Third Party acquirer existing on or before the date of the divestment, except to the extent that they were licensed under the terms of this Agreement prior to such divestment, and (ii) in the event that a Divested Entity owns any Intellectual Property Rights licensed to the other Party under this Agreement, such Intellectual Property Rights may be transferred or assignment with such Divested Entity subject to the terms and conditions this Agreement.

ARTICLE IX TERMINATION

Section 9.01. Termination by Both Parties. Subject to Section 9.02, this Agreement may not be terminated except by an agreement in writing signed by a duly authorized officer of each of the Parties.

Section 9.02. Termination prior to the Distribution. This Agreement may be terminated by Nuance at any time, in its sole discretion, prior to the Distribution; provided, however, that this Agreement shall automatically terminate upon the termination of the Separation Agreement in accordance with its terms.

Section 9.03. Effect of Termination; Survival. In the event of any termination of this Agreement prior to the Distribution, neither Party (nor any member of their Group or any of their respective directors or officers) shall have any Liability or further obligation to the other Party or any member of its Group under this Agreement. Except with respect to termination of the Agreement under Section 9.02, notwithstanding anything in this Agreement to the contrary, ARTICLE I, ARTICLE VI, ARTICLE VII, this Section 9.03 and ARTICLE XI shall survive any termination of this Agreement.

ARTICLE X FURTHER ASSURANCES

Section 10.01. Further Assurances.

(a) In addition to the actions specifically provided for elsewhere in this Agreement, each of the Parties shall use reasonable best efforts, prior to, on and after the Distribution Date, to take, or cause to be taken, all actions, and to do, or cause to be done, all things, reasonably necessary, proper or advisable under applicable Laws and agreements to consummate, and make effective, the transactions contemplated by this Agreement.

(b) Without limiting the foregoing, prior to, on and after the Distribution Date, each Party shall cooperate with the other Party, without any further 13

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consideration, but at the expense of the requesting Party: (i) to execute and deliver, or use reasonable best efforts to execute and deliver, or cause to be executed and delivered, all instruments, including any instruments of conveyance, assignment and transfer as such Party may reasonably be requested to execute and deliver by the other Party; (ii) to make, or cause to be made, all filings with, and to obtain, or cause to be obtained, all Consents of any Governmental Authority or any other Person under any permit, license, Contract, indenture or other instrument; and (iii) to take, or cause to be taken, all such other actions as such Party may reasonably be requested to take by the other Party from time to time, consistent with the terms of this Agreement, in order to effectuate the provisions and purposes of this Agreement and any transfers of Intellectual Property Rights or assignments and assumptions of Liabilities related thereto as set forth in the Separation Agreement.

ARTICLE XI MISCELLANEOUS

Section 11.01. Counterparts; Entire Agreement; Corporate Power.

(a) This Agreement may be executed in one or more counterparts, all of which counterparts shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each Party and delivered to the other Party. This Agreement may be executed by facsimile or PDF signature and scanned and exchanged by electronic mail, and such facsimile or PDF signature or scanned and exchanged copies shall constitute an original for all purposes.

(b) This Agreement and the Exhibits and Schedules hereto contain the entire agreement between the Parties with respect to the subject matter hereof and supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter, and there are no agreements or understandings between the Parties with respect to the subject matter hereof other than those set forth or referred to herein or therein. In the event of conflict or inconsistency between the provisions of this Agreement or the Separation Agreement, the provisions of this Agreement shall prevail.

(c) Nuance represents on behalf of itself and each other member of the Nuance Group, and SpinCo represents on behalf of itself and each other member of the SpinCo Group, as follows:

(i) each such Person has the requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby; and

(ii) this Agreement has been duly executed and delivered by it and constitutes, or will constitute, a valid and binding agreement of it enforceable in accordance with the terms thereof.

Section 11.02. Dispute Resolution. In the event that either Party, acting reasonably, forms the view that another Party has caused a material breach of the terms of this Agreement, then the Party that forms such a view shall serve written notice of the alleged breach on the other Parties and the Parties shall work together in good faith to resolve any such alleged 14

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breach within thirty (30) days of such notice (a Dispute). If any such alleged breach is not so resolved, then a senior executive of each Party shall, in good faith, attempt to resolve any such alleged breach within the following thirty (30) days of the referral of the matter to the senior executives. If no resolution is reached with respect to any such alleged breach in accordance with the procedures contained in this Section 11.02, then the Parties may seek to resolve such matter in accordance with Section 11.03, Section 11.04, Section 11.05 and Section 11.06

Section 11.03. Governing Law; Jurisdiction. Any disputes relating to, arising out of or resulting from this Agreement, including to its execution, performance, or enforcement, shall be governed by, and construed in accordance with, the Laws of the State of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of Laws thereof. Each Party irrevocably consents to the exclusive jurisdiction, forum and venue of the Delaware Court of Chancery (and if the Delaware Court of Chancery shall be unavailable, any Delaware State court or the federal court sitting in the State of Delaware) over any and all claims, disputes, controversies or disagreements between the Parties or any of their respective Affiliates, successors and assigns under or related to this Agreement or any of the transactions contemplated hereby, including their execution, performance or enforcement, whether in contract, tort or otherwise. Each of the Parties hereby agrees that it shall not assert, and shall hereby waive, any claim or right or defense that it is not subject to the jurisdiction of such courts, that the venue is improper, that the forum is inconvenient or any similar objection, claim or argument. Each Party agrees that a final judgment in any legal proceeding resolved in accordance with this Section 11.03, Section 11.04, Section 11.05 and Section 11.06 shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law.

Section 11.04. Waiver of Jury Trial. EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION RELATING TO, ARISING OUT OF OR RESULTING FROM THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING THEIR EXECUTION, PERFORMANCE OR ENFORCEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS.

Section 11.05. Court-Ordered Interim Relief. In accordance with Section 11.03 and Section 11.04, at any time after giving notice of a Dispute, each Party shall be entitled to interim measures of protection duly granted by a court of competent jurisdiction: (1) to preserve the status quo pending resolution of the Dispute; (2) to prevent the destruction or loss of documents and other information or things relating to the Dispute; or (3) to prevent the transfer, disposition or hiding of assets. Any such interim measure (or a request therefor to a court of competent jurisdiction) shall not be deemed incompatible with the provisions of Section 11.02, Section 11.03 and Section 11.04. Until such Dispute is resolved in accordance with Section 11.02 or final judgment is rendered in accordance with Section 11.03 and Section 11.04, each 15

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Party agrees that such Party shall continue to perform its obligations under this Agreement and that such obligations shall not be subject to any defense or setoff, counterclaim, recoupment or termination.

Section 11.06. Specific Performance. Subject to Section 11.02 and Section 11.05, in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the affected Party shall have the right to specific performance and injunctive or other equitable relief of its rights under this Agreement, in addition to any and all other rights and remedies at Law or in equity, and all such rights and remedies shall be cumulative. The other Party shall not oppose the granting of such relief on the basis that money damages are an adequate remedy. The Parties agree that the remedies at Law for any breach or threatened breach hereof, including monetary damages, are inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at Law would be adequate is waived. Any requirements for the securing or posting of any bond or similar security with such remedy are waived.

Section 11.07. Third-Party Beneficiaries. Except as otherwise expressly set forth herein or as otherwise may be provided in the Separation Agreement with respect to the rights of any Nuance Indemnitee or SpinCo Indemnitee, in his, her or its respective capacities as such, (a) the provisions of this Agreement are solely for the benefit of the Parties hereto and are not intended to confer upon any Person except the Parties hereto any rights or remedies hereunder and (b) there are no third-party beneficiaries of this Agreement and this Agreement shall not provide any third person with any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to this Agreement.

Section 11.08. Notices. All notices or other communications under this Agreement shall be in writing and shall be deemed to be duly given (a) when delivered in person, (b) on the date received, if sent by a nationally recognized delivery or courier service, (c) upon written confirmation of receipt after transmittal by electronic mail or (d) upon the earlier of confirmed receipt or the fifth (5t h) business day following the date of mailing if sent by registered or certified mail, return receipt requested, postage prepaid and addressed as follows:

If to Nuance, to:

Nuance Communications, Inc. 1 Wayside Road, Burlington, MA 01803 Attn: Wendy Cassity, EVP and Chief Legal Officer email: Wendy.cassity@nuance.com with a copy to: David Garfinkel, SVP Corporate Development email: David.garfinkel@nuance.com

and

Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY 10019-6064 Attn: Scott A. Barshay Steven J. Williams 16

Source: CERENCE INC., 8-K, 10/2/2019

Michael E. Vogel email: sbarshay@paulweiss.com swilliams@paulweiss.com mvogel@paulweiss.com Facsimile: 212-492-0040

If to SpinCo, to:

Cerence Inc. 15 Wayside Road, Burlington, MA 01803 Attn: Leanne Fitzgerald, General Counsel email: Leanne.Fitzgerald@cerence.com with a copy to: Mark Gallenberger, Chief Financial Officer email: Mark.Gallenberger@cerence.com

Either Party may, by notice to the other Party, change the address and identity of the Person to which such notices and copies of such notices are to be given. Each Party agrees that nothing in this Agreement shall affect the other Party's right to serve process in any other manner permitted by Law (including pursuant to the rules for foreign service of process authorized by the Hague Convention).

Section 11.09. Import and Export Control. Each Party agrees that it shall comply with all applicable national and international laws and regulations relating to import and/or export control in its country(ies), if any, involving any commodities, software, services or technology within the scope of this Agreement.

Section 11.10. Bankruptcy. The Parties acknowledge and agree that all rights and licenses granted by the other under or pursuant to this Agreement are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code, as amended (the Bankruptcy Code), licenses of rights to intellectual property as defined under Section 101 of the Bankruptcy Code. The Parties agree that, notwithstanding anything else in this Agreement, Nuance and the members of the Nuance Group and SpinCo and the members of the SpinCo Group, as licensees of such intellectual property rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code (including Nuance's and the Nuance Group members' and SpinCo's and the SpinCo Group members' right 17

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to the continued enjoyment of the rights and licenses respectively granted by under this Agreement).

Section 11.11. Severability. If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to Persons or circumstances, or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either Party. Upon any such determination, any such provision, to the extent determined to be invalid, void or unenforceable, shall be deemed replaced by a provision that such court determines is valid and enforceable and that comes closest to expressing the intention of the invalid, void or unenforceable provision.

Section 11.12. Expenses. Except as set forth on Schedule XXIV to the Separation Agreement, as otherwise expressly provided in this Agreement or the Separation Agreement, (i) all third-party fees, costs and expenses incurred by either the Nuance Group or the SpinCo Group in connection with effecting the Spin-Off prior to or on the Distribution Date, whether payable prior to, on or following the Distribution Date (but excluding, for the avoidance of doubt, any financing fees or interest payable in respect of any indebtedness incurred by SpinCo in connection with the Spin-Off), will be borne and paid by Nuance and (ii) all third-party fees, costs and expenses incurred by either the Nuance Group or the SpinCo Group in connection with effecting the Spin-Off following the Distribution Date, whether payable prior to, on or following the Distribution Date, will be borne and paid by the Party incurring such fee, cost or expense. For the avoidance of doubt, this Section 11.12 shall not affect each Party's responsibility to indemnify Nuance Liabilities or SpinCo Liabilities, as applicable, arising from the transactions contemplated by the Distribution.

Section 11.13. Headings. The article, section and paragraph headings contained in this Agreement, including in the table of contents of this Agreement, are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 11.14. Survival of Covenants. Except as expressly set forth in this Agreement, the covenants in this Agreement and the Liabilities for the breach of any obligations in this Agreement shall survive the Spin-Off and shall remain in full force and effect.

Section 11.15. Waivers of Default. No failure or delay of any Party (or the applicable member of its Group) in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. Waiver by any Party of any default by the other Party of any provision of this Agreement shall not be deemed a waiver by the waiving Party of any subsequent or other default.

Section 11.16. Amendments. No provisions of this Agreement shall be deemed waived, amended, supplemented or modified by any Party, unless such waiver, amendment, 18

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supplement or modification is in writing and signed by the authorized representative of each Party.

Section 11.17. Interpretation. Words in the singular shall be held to include the plural and vice versa and words of one gender shall be held to include the other gender as the context requires. The terms hereof, herein, herewith and words of similar import, unless otherwise stated, shall be construed to refer to this Agreement as a whole (including all of the schedules hereto) and not to any particular provision of this Agreement. Article, Section or Schedule references are to the articles, sections and schedules of or to this Agreement unless otherwise specified. Any capitalized terms used in any Schedule to this Agreement but not otherwise defined therein shall have the meaning as defined in this Agreement. Any definition of or reference to any agreement, instrument or other document herein (including any reference herein to this Agreement) shall, unless otherwise stated, be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth therein, including in Section 11.16 above). The word including and words of similar import when used in this Agreement shall mean including, without limitation, unless the context otherwise requires or unless otherwise specified. The word or shall not be exclusive. The word extent in the phrase to the extent shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply if. All references to $ or dollar amounts are to the lawful currency of the United States of America. In the event that an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring either Party by virtue of the authorship of any provisions hereof.

[SIGNATURE PAGES FOLLOW] 19

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IN WITNESS WHEREOF, the Parties have caused this Intellectual Property Agreement to be executed by their duly authorized representatives. NUANCE COMMUNICATIONS, INC.

By: /s/ Wendy Cassity Name: Wendy Cassity Title: Executive Vice President and Chief Legal Officer

CERENCE INC.

By: /s/ Leanne Fitzgerald Name: Leanne Fitzgerald Title: Vice President and Secretary [Signature page to the Intellectual Property Agreement]

Source: CERENCE INC., 8-K, 10/2/2019
Question: Highlight the parts (if any) of this contract related to Covenant Not To Sue that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty's ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?
[EX A]: Nuance agrees that it will not (i) oppose, challenge, petition to cancel, contest or threaten in any way, or assist another party in opposing, challenging, petitioning to cancel, contesting or threatening in any way, any application or registration by SpinCo or its Affiliates or their respective licensees for any SpinCo IP, (ii) engage in any act, or purposefully omit to perform any act, that impairs or adversely affects the rights of SpinCo or any member of the SpinCo Group in and to any SpinCo IP or (iii) apply for any registration (including federal, state and national registrations) with respect to the SpinCo IP.

[EX Q]: REDACTED COPY

CONFIDENTIAL TREATMENT REQUESTED

CONFIDENTIAL PORTIONS OF THIS

DOCUMENT HAVE BEEN REDACTED

AND HAVE BEEN SEPARATELY

FILED WITH THE COMMISSION

1

ENDORSEMENT AGREEMENT

This Agreement is entered into on January 13, 2005 between professional golfer, TOM WATSON, (hereinafter referred to as CONSULTANT) and ADAMS GOLF, LTD. (hereinafter referred to as ADAMS GOLF).

WITNESSETH

WHEREAS, ADAMS GOLF desires to obtain the right to use the name, likeness and ENDORSEMENT of CONSULTANT in connection with the advertisement and promotion of ADAMS GOLF'S PRODUCT;

NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

CONTRACT PERIOD

1. TERM OF CONTRACT

The Term of this Agreement shall be for a period of [* ****] years and [*****] months commencing the 1st day of September 2004 and terminating the [*****] day of [*****].

2. DEFINITIONS

As used in this Agreement, the following terms shall be defined as set forth below:

A. CONSULTANT'S ENDORSEMENT means the right to use the CONSULTANT'S name, fame, nickname, autograph, voice, facsimile, signature, photograph, likeness, and image in connection with the marketing, advertising, promotion and sale of ADAMS GOLF'S PRODUCT.

B.PRODUCT shall mean all golf clubs including, but not limited to, metal woods, drivers, fairway woods, irons, iron- woods, utility clubs, wedges, and putters, bags, and headwear. C.MANDATORY PRODUCTS shall mean the following ADAMS GOLF PRODUCTS that CONSULTANT must exclusively play/use in all Champions/Senior Professional Golf Association (SPGA) and Professional Golf Association (PGA) events at all times:

[***** ] Confidential Material redacted and filed separately with the Commission. 2

1.[*****] 2.Sufficient [*****] to maintain total minimum of [*****] ADAMS GOLF [*****] (includes [*****])[*****] at all times 3.[*****] 4.[*****] (CONSULTANT may continue to place the [*****] logo on the [*****] consistent with historical practice.)

D. CONTRACT TERRITORY shall mean the entire world.

CONSULTANT'S OBLIGATIONS

3. CONSULTANT'S ENDORSEMENT

CONSULTANT hereby gives and grants to ADAMS GOLF the exclusive right and license to use CONSULTANT'S ENDORSEMENT in connection with the manufacture, sale, distribution, advertising and promotion of PRODUCT in the CONTRACT TERRITORY. 4. EXCLUSIVITY OF ENDORSEMENT During the term of this Agreement, unless otherwise authorized at the sole discretion of ADAMS GOLF in writing, CONSULTANT shall not: A.give the right to use or permit the use of CONSULTANT'S name, facsimile signature, nickname, voice or likeness to any other manufacturer or seller of PRODUCT;

B.sponsor or endorse PRODUCT made or sold by any other manufacturer or seller; or

C.serve as a CONSULTANT or advisor of any other manufacturer or seller of PRODUCT.

D.Notwithstanding paragraphs 4A, 4B and 4C above, CONSULTANT shall be entitled to endorse and play the [*****]. The parties expressly agree that CONSULTANT may permit [*****] the use of CONSULTANT'S name and/or likeness in [*****] print and/or television advertisement provided that this is executed in a manner consistent with [*****] past [*****] advertising practice using similarly situated professional golfers with competing golf club endorsement agreements that include [*****]. If [*****] use of CONSULTANT varies from past practice of utilizing similarly situated professionals, CONSULTANT will take action to remedy the situation [*****]. If CONSULTANT participates directly in any [*****] sponsored photo shoots for advertising or PR, CONSULTANT shall wear his ADAMS GOLF [*****]. The parties further expressly agree that CONSULTANT'S endorsement of the [*****] shall not include the right to place a [*****] logo on his ADAMS GOLF [*****] or the ADAMS GOLF [*****]. If CONSULTANT'S relationship with [*****] terminates during this Agreement, CONSULTANT shall be permitted to replace the [*****] endorsement with another [*****] endorsement under the same terms and conditions expressed herein.

[***** ] Confidential Material redacted and filed separately with the Commission. 3

E.Notwithstanding paragraphs 4A, 4B and 4C above, CONSULTANT shall not be required to wear ADAMS GOLF [*****] in [*****] ads.

5. EXCLUSIVE USE OF PRODUCT

During the term of this Agreement, CONSULTANT shall exclusively play/use the MANDATORY PRODUCT. (It is expressly understood by the parties that CONSULTANT may play [* ****] clubs in the bag other than ADAMS GOLF clubs including, but not limited to, a putter by a manufacturer other than ADAMS GOLF but may not endorse those clubs and/or putter.)

6. CONSULTANT'S ENDORSEMENT OF NON-COMPETITIVE PRODUCT

If CONSULTANT endorses or promotes a non-competitive product and in that endorsement or promotion CONSULTANT wears, plays, uses, holds or is in any way associated with a product that would constitute PRODUCT as defined under this Agreement, CONSULTANT shall use objectively reasonable best efforts to ensure that PRODUCT is an ADAMS GOLF PRODUCT and it shall not be altered or changed in appearance in the endorsement in any manner whatsoever without the express written consent of ADAMS GOLF. When endorsing a non-competitive product, under no circumstances shall CONSULTANT wear, play, use, hold or in any way be associated with an ADAMS GOLF competitor's Product.

7. CONSULTANT'S SATISFACTION OF MANDATORY PRODUCT

It is particularly and expressly understood and agreed that if CONSULTANT shall find in his sincere best reasonable judgment that the MANDATORY PRODUCT so supplied is not suitable for his use in tournament competition, then he shall promptly notify ADAMS GOLF in writing of such fact and the reasons therefor. Thereafter, ADAMS GOLF shall have a period of thirty (30) days to either, at ADAMS GOLF'S sole discretion, supply CONSULTANT with MANDATORY PRODUCT that is acceptable to him or terminate the agreement. It is agreed that if the contract is terminated pursuant to this paragraph, the compensation due CONSULTANT shall be prorated from the date this Agreement is terminated. Proration of compensation shall be determined on the same repayment schedule as provide in paragraph 8A below.

[***** ] Confidential Material redacted and filed separately with the Commission. 4

8. MINIMUM NUMBER OF TOURNAMENTS AND POTENTIAL REPAYMENT OF BASE COMPENSATION

A. In each and every calendar year of this Agreement, CONSULTANT shall achieve a satisfactory record of play in a minimum of [* ****] professional golf association events on the SPGA and/or PGA tour (which shall include both the PGA and SPGA Tour Skins Games). If for any reason, CONSULTANT should achieve a satisfactory record of play in less than [*****] SPGA and/or PGA tour events in a calendar year, he shall repay ADAMS GOLF an amount per event for each event under [*****] achieved in the given calendar year as follows:

The agreed upon repayment amount per event per calendar year:

1. Year 1. $[*****] 2. Year 2 $[*****] 3. Year 3 $[*****] 4. Year 4 $[*****] 5. Year 5 $[*****]

B.Payment shall be made to ADAMS GOLF within one month following the end of the calendar year. For example, if in the calendar year 2005 CONSULTANT achieves a satisfactory record of play in [*****] events, he shall repay ADAMS GOLF [*****] dollars no later than January 31, 2006.

C.In the event that CONSULTANT is prevented from competing for reasons outside his control, the parties agree to a good faith attempt to resolve the issues. If a resolution can not be reached, ADAMS GOLF may, at its sole discretion, demand prorated repayment pursuant to the repayment schedule in paragraph 8A above.

9. PRODUCT DESIGN During the term of this Agreement, CONSULTANT shall use best efforts to cooperate with ADAMS GOLF in giving advice, suggestions and recommendations concerning the acceptability and playability of current ADAMS GOLF lines, the development of new ADAMS GOLF lines, and information about significant golf PRODUCT and golf market trends, and meet as reasonably requested with ADAMS GOLF'S Design/Testing Teams. 10. PROMOTION OF PRODUCT

During the term of this Agreement, CONSULTANT shall use best efforts to wear the headwear and display ADAMS GOLF'S brand name and to demonstrate, discuss and emphasize the newest features of ADAMS GOLF PRODUCT at every opportunity including but not limited to all Senior PGA tour events and promotional and advertising events in which CONSULTANT takes part.

[***** ] Confidential Material redacted and filed separately with the Commission. 5

11. PROMOTIONAL APPEARANCES

A.During the term of this Agreement, CONSULTANT shall use best efforts to be available for such press interviews, radio or TV appearances arranged for CONSULTANT by ADAMS GOLF which are compatible with CONSULTANT'S own practice, play and personal time requirements. CONSULTANT will be required to be available after a tournament for selected interviews, either the Sunday afternoon or Monday morning following the tournament. In all such interviews and appearances, CONSULTANT will use his best efforts to make reference to the ADAMS GOLF PRODUCT and wear [*****] and display ADAMS GOLF'S brand name.

B.During the term of this Agreement, CONSULTANT shall make himself available on not more than [*****] days for television and radio commercials, photo shoots, modeling and promotional appearances compatible with CONSULTANT'S own practice, play and personal time requirements. Said activities shall be directly related to the promotion of ADAMS GOLF PRODUCT. ADAMS GOLF shall reimburse CONSULTANT for reasonable travel expenses for CONSULTANT when making special appearances for ADAMS GOLF pursuant to this paragraph but ADAMS GOLF shall not pay CONSULTANT session fees, residual payments or the like for television appearances. Travel expenses shall include jet fuel or first-class round-trip airfare and lodging, meals and local transportation.

12. BEHAVIOR

During the term of this Agreement, CONSULTANT will conduct himself at all times with due regard to public morals and conventions. If the value of CONSULTANT'S ENDORSEMENT is materially reduced or impaired because CONSULTANT:

A.committed or shall commit any public act that involves moral turpitude, B.commits or violates any material foreign, U.S., federal, or other applicable state or local law, C.commits any act which brings him into public disrepute, contempt, scandal or ridicule, or which insults or offends the community, D.makes any statements in derogation, in any material respect, of ADAMS GOLF or any of its affiliates or any of their respective PRODUCT or services and such statement is made to the general public or becomes a matter of public knowledge,

then at any time after the occurrence of such act, thing or statement, ADAMS GOLF shall have the right, in addition to its other legal and equitable remedies, to immediately terminate this Agreement, by giving written notice to CONSULTANT. ADAMS GOLF must exercise its right of termination within ninety (90) days of its senior management becoming aware of the conduct giving rise to the right of termination.

[***** ] Confidential Material redacted and filed separately with the Commission. 6

13. FREEDOM TO CONTRACT

CONSULTANT represents and warrants that CONSULTANT is free of all prior undertakings and obligations which would prevent or tend to impair either the full performance of CONSULTANT'S obligations hereunder or ADAMS GOLF'S full enjoyment of the rights and privileges granted to it by CONSULTANT.

14. INDEMNITY

CONSULTANT agrees to protect, indemnify and hold ADAMS GOLF harmless from any and all liability, claims, causes of action, suits, damages and expenses (including reasonable attorneys' fees and expenses) for which it becomes liable or is compelled to pay by reason of a breach of any covenant or representation by CONSULTANT in this Agreement.

15. ABSENCE OF AGENCY

CONSULTANT shall not and will not have the right or authority to bind ADAMS GOLF by any representation or in any other respect whatsoever or to incur any obligation or liability in the name of or on behalf of ADAMS GOLF.

16. MEMBERSHIPS

CONSULTANT warrants and represents that during the term of this Agreement he is a member in good standing of SAG, AFTRA or any other organization having jurisdiction over CONSULTANT'S services hereunder. This Agreement is subject to all of the terms and conditions of the collective bargaining agreements with SAG, AFTRA, or any other union agreements or codes having jurisdiction over CONSULTANT'S services hereunder. Any and all payments required to be made to SAG or AFTRA or any other organization having jurisdiction over CONSULTANT'S services hereunder, shall be the sole responsibility of CONSULTANT.

ADAMS GOLF'S OBLIGATIONS

17. SUPPLY OF PRODUCT

A. During the term of this Agreement, ADAMS GOLF shall provide CONSULTANT with sufficient quantities of such MANDATORY PRODUCTS for CONSULTANT'S use as CONSULTANT may reasonably need to fulfill his obligations under this agreement. ADAMS GOLF shall pay all charges in connection with the delivery of MANDATORY PRODUCTS to CONSULTANT.

B.In addition to paragraph 17A above, ADAMS GOLF shall provide CONSULTANT with [*****] sets of clubs for CONSULTANT'S family and friends each calendar year of this Agreement.

[***** ] Confidential Material redacted and filed separately with the Commission. 7

18. BASE COMPENSATION

For the entire term of this Agreement, from September 1, 2004 through [*****] ADAMS GOLF shall pay CONSULTANT a base compensation of [*****] dollars. The base compensation shall be paid [*****].

19. PERFORMANCE BONUSES AND TOTAL COMPENSATION LIMITATION

A. In addition to his base compensation, CONSULTANT shall also be entitled to bonuses based on performance in particular PGA and SPGA events and year-end standing as follows:

1. If CONSULTANT wins a PGA Tour Major (consisting of the Masters, US Open, PGA and British Open) or the Champion's Tour (SPGA) US Open, CONSULTANT shall receive a bonus of $ [*****].

2. If CONSULTANT wins a Champions/Seniors Tour (SPGA) major other than the US Open (which shall for the purposes of this agreement consist of the Senior PGA, Senior British, the Tradition and the Ford Seniors) CONSULTANT shall receive a bonus of $ [*****].

3. If CONSULTANT finishes in the top [*****] on the official year end money list of the Champion's Tour (SPGA), CONSULTANT shall also be entitled to a year end performance bonus according to the following schedule:

a.2005 $ [*****] b.2006$ [*****] c.2007$ [*****] d.2008$ [*****] e.2009$ [*****]

B.Notwithstanding paragraph A and its subparts above, the maximum total annual bonuses shall in no case exceed the following schedule:

1.2005 $ [*****] 2.2006$ [*****] 3.2007$ [*****] 4.2008$ [*****] 5.2009$ [*****]

(For example, if in the calendar year [*****]CONSULTANT wins every PGA tour major and finishes in the top [*****] on the official year end money list of the Champion's Tour (SPGA), CONSULTANT'S total bonuses shall be [*****] dollars.

[***** ] Confidential Material redacted and filed separately with the Commission. 8

C. In the event of ADAMS GOLF'S insolvency or bankruptcy, it is expressly agreed to by the parties that CONSULTANT shall not be obligated to repay any money so long as CONSULTANT continues to fully perform his obligations under this Agreement. 20. APPROVAL OF ADVERTISING

Prior to publishing or placing any advertising or promotional material which uses CONSULTANT'S name, facsimile signature, nickname, voice or likeness, ADAMS GOLF shall submit the same to CONSULTANT, or CONSULTANT'S designee, for approval, which approval shall not be unreasonably withheld or delayed. If CONSULTANT disapproves, the reasons therefore shall be given to ADAMS GOLF in writing within three (3) business days or shall be deemed approved. ADAMS GOLF agrees to protect, indemnify and hold CONSULTANT harmless from and against any and all expenses, damages, claims, suits, actions, judgments and costs whatsoever, arising out of, or in any way connected with, any advertising material furnished by, or on behalf of, the company.

21. INDEMNITY

ADAMS GOLF agrees to defend, indemnify and hold harmless CONSULTANT from any and all liability, claims, causes of action, suits, damages and expenses (including reasonable attorneys' fees and expenses) for which he becomes liable or is compelled to pay by reason of or arising out of any claim or action for personal injury, death or otherwise involving alleged defects in ADAMS GOLF'S PRODUCT, provided that ADAMS GOLF is promptly given notice in writing and is given complete authority and information required for the defense, and ADAMS GOLF shall pay all damages or costs awarded therein against CONSULTANT and any other cost incurred by CONSULTANT in defense of any suit, but shall not be responsible for any cost, expense or compromise incurred or made by CONSULTANT without ADAMS GOLF'S prior written consent.

TERMINATION

22. FAILURE TO PLAY

Notwithstanding any other paragraph of this Agreement, in the event that CONSULTANT dies or is unable to play tour golf at all, ADAMS GOLF may terminate this Agreement on thirty (30) days' written notice. Upon such termination, CONSULTANT and/or CONSULTANT'S estate shall be required to repay ADAMS GOLF for that period of the Agreement not performed by CONSULTANT. The repayment amount shall be calculated in the same way as repayment is calculated under paragraph 8A. 9

23. TERMINATION FOR CAUSE

Notwithstanding any other paragraph of this Agreement, if either party commits any material breach of this Agreement, the other party may terminate for cause upon giving fifteen (15) days written notice of such cause and provided the breach is not rectified within such fifteen (15) day period. Upon such termination, CONSULTANT shall be required to repay ADAMS GOLF for that period of the Agreement not performed by CONSULTANT. The repayment amount shall be calculated in the same way as repayment is calculated under paragraph 8A.

24. ADAMS GOLF'S RIGHTS UPON TERMINATION

A.In the event of termination of this Agreement, ADAMS GOLF shall cease using the name and/or likeness of CONSULTANT in advertising within [*****] days.

B.In the event of termination of this Agreement, ADAMS GOLF shall cease using the name and/or likeness of CONSULTANT on Product within [*****] months after termination of this Agreement.

MISCELLANEOUS PROVISIONS

24. SIGNIFICANCE OF HEADINGS

Section headings contained herein are solely for the purpose of aiding in speedy location of subject matter and are not in any sense to be given weight in the construction of this Agreement. Accordingly, in case of any question with respect to the construction of this Agreement, it is to be construed as though such section headings had been omitted.

25. APPLICABLE LAW

This Agreement shall be governed and construed according to the laws of the State of Kansas.

26. ENTIRE AGREEMENT

The provisions of this Agreement are intended by the parties as a complete, conclusive and final expression of their agreement concerning the subject matter hereof, which Agreement supersedes all prior agreements concerning the subject matter, and no other statement, representation, agreement or understanding, oral or written, made prior to or at the execution hereof, shall vary or modify the written terms hereof. No amendments, modifications or releases from any provision hereof shall be effective unless in writing and signed by both parties.

27. WAIVER

Unless otherwise mutually agreed in writing, no departure from, waiver of, or omission to require compliance with any of the terms hereof by either party shall be deemed to authorize any prior or subsequent departure or waiver, or obligate either party to continue any departure or waiver.

[***** ] Confidential Material redacted and filed separately with the Commission. 10

28. EXECUTION AND DELIVERY REQUIRED

This instrument shall not be considered to be an agreement or contract nor shall it create any obligation whatsoever on the part of CONSULTANT or ADAMS GOLF unless and until it has been signed by CONSULTANT, or a duly authorized representative, and by duly authorized representatives of ADAMS GOLF and delivery has been made of a fully signed original to both parties.

29. SEVERABILITY

Any provision or part of this Agreement prohibited by applicable law shall be ineffective to the extent of such prohibition without invalidating the remaining provisions or parts hereof.

30. RELATIONSHIP

Both parties agree that this Agreement does not constitute and shall not be construed as a constituting of a partnership or joint venture between ADAMS GOLF and CONSULTANT. Neither party shall have any right to obligate or bind the other party in any manner whatsoever, and nothing herein contained shall give or is intended to give any rights of any kind to any third person.

31. ASSIGNMENT AND CHANGE OF CONTROL

Neither ADAMS GOLF nor CONSULTANT shall have the right to grant sublicenses hereunder or to assign, alienate or otherwise transfer any of its rights or obligations hereunder.

32. CONFIDENTIALITY

Both parties understand that the contents of this Agreement, including, but not limited to, all amounts paid or to be paid and any additional consideration, are extremely confidential, and that disclosure of same to any third party could be detrimental to the interests of one or both parties. Therefore, both parties agree not to disclose the terms of this Agreement, without the permission of the other party, to any third party other than to CONSULTANT'S business, legal and financial advisors, and with respect to all such advisors, CONSULTANT shall take all reasonable steps to ensure such confidentiality to ADAMS GOLF. Furthermore, CONSULTANT recognizes that during the course of performing his duties hereunder he may become aware of proprietary, confidential information concerning ADAMS GOLF, its PRODUCT, methods, processes, billing practices, financial condition, etc., or information ADAMS GOLF designates as confidential (collectively Confidential Information). CONSULTANT agrees that he will maintain in confidence and not disclose to any third party at any time any such Confidential Information and shall not use any such information to the detriment of ADAMS GOLF or for any purpose not contemplated by the Agreement. 11

33. ARBITRATION

In the event a dispute arises under this Agreement which cannot be resolved, such dispute shall be submitted to arbitration and resolved by a panel of three arbitrators (who shall be lawyers), in a decision required by a majority of the arbitrators. If the parties cannot agree upon the panel of three arbitrators, then each party may pick an arbitrator and the two chosen arbitrators shall choose upon the three-arbitrator panel. The arbitration shall be conducted in accordance with the Arbitration Rules of the American Arbitration Association. Venue shall be Kansas. The award or decision rendered by the arbitration panel shall be final, binding and conclusive and judgment may be entered upon such award by any court of competent jurisdiction.

34. NOTICE

Every written notice or written report which may be served upon CONSULTANT, according to the terms of this Agreement, may be served by enclosing it in a postpaid envelope addressed to:

Mr. Tom Watson C/O Assured Management Company 1901 W. 47th Place, Suite 200 Westwood, Kansas 66205

or at such other address as is given in writing to ADAMS GOLF by CONSULTANT.

Every written notice which may be served upon ADAMS GOLF, according to the terms of this Agreement, shall be served by enclosing it in a postpaid envelope addressed to:

Attention Legal Department ADAMS GOLF, LTD. 2801 East Plano Parkway Plano, Texas 75074

or at such other address as is given in writing by ADAMS GOLF to CONSULTANT.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first set forth above.

APPROVED FOR CONSULTANT By: /s/ Tom Watson Date: January 13, 2005

Tom Watson

APPROVED FOR ADAMS GOLF, LTD. By: /s/ Oliver G. Chip Brewer III Date: January 13, 2005

Oliver G. (Chip) Brewer III

CEO, ADAMS GOLF

13
Question: Highlight the parts (if any) of this contract related to License Grant that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?
[EX A]: CONSULTANT hereby gives and grants to ADAMS GOLF the exclusive right and license to use CONSULTANT'S ENDORSEMENT in connection with the manufacture, sale, distribution, advertising and promotion of PRODUCT in the CONTRACT TERRITORY.

[EX Q]: 1 Exhibit 10.2

CO-HOSTING AGREEMENT

This Co-Hosting Agreement (the Agreement) is made by and between NETWORKS ASSOCIATES, INC., a Delaware corporation, doing business as Network Associates, Inc., with its principal place of business at 3965 Freedom Circle, Santa Clara, California 95054 (NAI), and SOFTWARE.NET CORPORATION, a Delaware corporation, a.k.a. Beyond.com, with its principal place of business at 1195 West Fremont Avenue, Sunnyvale, California 94087 (Co-Host). The Effective Date of this Agreement (herein called the Effective Date) is September 21, 1998.

RECITALS

WHEREAS, Co-Host owns various Internet locations, including the location set forth in Part 1 of Exhibit A hereto (the Co-Host Site) and markets software and computer hardware products from the Co-Host Site (herein referred to as the Goods).

WHEREAS, Co-Host, as successor of Cybersource Corporation, and NAI are parties to an Electronic Software Distribution Agreement, dated as of September 1, 1997 regarding the electronic distribution of NAI's Goods (the ESD Agreement).

WHEREAS, NAI has developed various Internet locations (the NAI Internet Sites) (with separate URL designations issued to NAI by InterNIC) (said designations being herein referred to individually as an URL) comprised of one or more file servers, with an Internet access at the applicable URL. Those portions of the NAI Internet Site or any future Internet locations developed by NAI which are accessible by members of the general public are referred to herein as the Originating Locations. NAI permits the maintenance of hot links from the Originating Locations to other Internet locations, whereby the end user can transfer from the NAI Internet Sites to the Co-Host Site by clicking the pointing device on highlighted text or images. Originating Locations does not include the McAffee Mall (as defined in Part 2 of Exhibit A) or web servers within a firewall or accessable only by passwords or other similarly restricted URLs (the Restricted Sites); provided, however, that the term Restricted Sites shall not include sites accessable only through online services (such as AOL) and other portals generally accessable to the public.

WHEREAS, NAI and Co-Host desire to place a Co-Host hot link for the Goods at the Originating Locations and NAI and Co-Host desire to enter into certain additional agreements regarding such marketing opportunities through the Originating Locations.

THEREFORE, in consideration of the foregoing, and of the mutual covenants and agreements hereinafter set forth, Co-Host and NAI have entered into the agreements hereinafter set forth.

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2 IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the Effective Date.

SOFTWARE.NET CORPORATION (a.k.a. Beyond.com)

ADDRESS FOR NOTICES 1195 West Fremont Avenue Sunnyvale, California 94087 Attention: President

By: /s/ JAMES R. LUSSIOR ------------------------------------- Name: James R. Lussior ----------------------------------- Title: Vice President Business Operations ---------------------------------- Date: 9/21/98 -----------------------------------

NETWORKS ASSOCIATES, INC.

ADDRESS FOR NOTICES 3965 Freedom Circle Santa Clara, California 95054 Attention: Vice President Legal Affairs

By: /s/ PRABHAT K. GOTAL ------------------------------------- Name: Prabhat K. Gotal ----------------------------------- Title: CFO ----------------------------------

Date: September 21, 1998

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TERMS AND CONDITIONS OF AGREEMENT

1. LOCATION. During the Term (as defined in Section 6 (a) below), NAI shall provide the following marketing considerations to Co-Host:

(a) Co-Hosting Rights. Co-Host shall be permitted to maintain on the Online Service Page (as defined in Part 2 of Exhibit A) of the Originating Locations in the manner set forth on Exhibit B hereto (and on such other positions as are set forth on Exhibit B or as the parties may mutually agree upon in writing from time to time) a hot link to Internet locations specified by the Co-Host (the Destination) from which Goods (other than Competitor's Goods (hereinafter defined)) may be sold. The web pages at the Destination shall be maintained in accordance with the requirements of this Agreement, including without limitation, Section 2 hereof. Competitor's Goods as used herein shall mean the Goods of any of the persons or entities described on Part 1 of Exhibit C attached hereto and made a part hereof. The Destination shall not contain any links to any third party sites for the purchase of Competitor's Goods; provided that the Destination will link to the Co-Host Site (which will sell Competitor's Goods).

(b) Exclusive Positioning. Co-Host shall be the exclusive reseller of software products (Software) at the Originating Locations. The preceding sentence shall not prohibit NAI from (i) reselling Software including NAI Goods (hereinafter defined) from the McAfee Mall; (ii) referencing and linking to sites of strategic partners (other than competitors of Co-Host listed on Part 2 of Exhibit C) which may also be involved in the resale of Software from such sites; provided that no Software may be purchased on the page of such site which is linked to any Originating Location and further provided that the references and links to the sites of strategic partners shall not be placed on the Online Service Page; and (iii) advertising Software with banners, buttons and other forms of online advertising; provided that any link from such advertising takes the end user to the publisher of the Software and not a reseller of Goods (other than Co-Host). For example, an advertising banner or button for the Windows 98 software program may link back to the website of Microsoft Corporation but not the website of Dell Computer Corporation which is reselling the program. Without limitation on the foregoing, NAI may co-host a comparative shopping service on the Originating Locations. NAI will obtain a written covenant that the comparative shopping co-host will present sellers of Software in a neutral manner and upon request of Co-Host will require removal or alteration of presentations by such co-host on such co-hosted facility which Co-Host reasonably deems to be non-neutral; provided, however, that, notwithstanding the foregoing, Co-Host may be the featured or most prominent Software reseller on any such service.

(c) Short Term Product Exclusives. For a period of fourteen (14) days following release of any new NAI Goods or major version releases (i.e., version 3.0 to 4.0) of existing NAI Goods, Co-Host shall be the exclusive online seller of any such

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release released during the Term. NAI Goods as used herein shall mean retail desktop software products offered by NAI under the McAfee brand or other NAI owned brand, which NAI makes available for resale through distributors and resellers via the Internet.

(d) Reference Site. Co-Host may refer to the Originating Locations as a Co-Host customer location and to NAI as a Co-Host customer hereunder provided all such references shall be subject to the prior review and approval of NAI, which approval will not be unreasonably withheld.

(e) Links to Online Service Page. Any end user accessing the principal URLs of NAI (e.g., mcafee.com, cybermedia.com, pgp.com, tis.com) shall be taken to the Online Service Page. Any end user accessing a buy button on any of the Originating Locations shall be taken to the Online Service Page. NAI shall not sell retail desktop consumer products, including without limitation, NAI Goods from the NAI Internet Sites (other than the McAfee Mall).

NAI reserves the right to change the URL of the Originating Locations from time to time and agrees to give Co-Host as much notice of any such change as is practicable.

2. MARKETING AND SALES.

(a) Placement of Order. In consideration of the Co-Hosting Fee set forth in Part 3 of Exhibit A, NAI shall provide the marketing consideration identified in Section 1 during the Term of this

Agreement.

(b) Advertising Materials; Destination Operation. Co-Host shall provide to NAI artwork and text materials with respect to the advertisement of the Destination at the Originating Locations. Such artwork and materials must be non-infringing, inoffensive, accurate, truthful and otherwise comply with all applicable laws. Co-Host shall comply with all applicable laws in connection with the operation of the Destination, including without limitation, requirements regarding the confidentiality of information concerning end users. NAI retains the right, but not the obligation, to disapprove or remove any advertisements or advertising materials it reasonably deems illegal, inappropriate or otherwise inconsistent with the purposes of the Originating Sites, without the consent of Co-Host.

(c) Use of Trademarks. Co-Host hereby grants to NAI a non-exclusive, non-transferable, royalty-free license during the term of this Agreement to use the trademarks, service marks and trade names of Co-Host in connection with the advertising and promotion of the Goods from the Originating Locations, provided that NAI complies with the terms of Section 9(b) of the Web Site Services Agreement (as defined below). Co-Host reserves the right to terminate the foregoing right, after giving NAI notice and opportunity to cure the allegedly harmful use, if in Co-Host's reasonable judgment, NAI's use of such trademarks, service marks and trade names harms the business, image or goodwill of Co-Host.

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(d) Limited Duty of Promotion. NAI shall have no duty or obligation to advertise or promote the Goods, other than as set forth in this Section 2. Except as expressly set forth herein (including, without limitation, as set forth in this Section 2(d)), NAI does not, expressly or impliedly, guaranty or warrant any results or level of sales or customer leads to Co-Host. NAI reserves the right to cease publication of the Originating Locations for brief periods from time to time for maintenance or other purposes; provided that the Originating Locations will comply with the same Uptime Requirements specified with respect to the Managed Site in the Web Site Services Agreement.

(e) Marketing Promotions. During the Term, Co-Host and NAI will regularly discuss and implement mutually agreed upon jointly funded marketing promotions. NAI and Co-Host hereby agree that the marketing promotions set forth on Exhibit D hereto will be implemented as set forth on Exhibit D.

(f) Distribution of Physical Products. NAI grants to Co-Host the right to distribute physical copies of NAI's Goods to end users ordering from the Managed Site, the Destination or Beyond.com upon the terms set forth in Exhibit E attached hereto and made a part hereof.

3. PAYMENT AND RECORDS.

(a) Fees. Subject to the provisions of Section 6 hereof, Co-Host shall pay to NAI the amount designated in Part 3 of Exhibit A as the Co-Hosting Fee upon the schedule set forth in such Part.

(b) Payment Terms. Except as set forth in such Part 3 of Exhibit A, payments from Co-Host to NAI shall be due thirty (30) days from the date of invoice. All payments will be made in United States dollars, free of any taxes then currently applicable, at the address designated above by NAI. Late payments shall bear interest at the lesser of: (i) the maximum rate permitted by law, and (ii) the rate of 1.5% per month from the due date until paid.

4. EQUITABLE RELIEF. Each party acknowledges that any breach of its obligations under this Agreement with respect to the proprietary rights or confidential information of the other party will cause the other party irreparable injury for which there are inadequate remedies at law, and therefore such other party will be entitled to equitable relief in addition to all other remedies provided by this Agreement or available at law.

5. PROPRIETARY RIGHTS. NAI retains ownership of the NAI Internet Site, the Originating Locations, the trademarks and all intellectual property rights in connection with the NAI Internet Site, including without limitation, its URL designations and all rights from InterNIC in connection therewith. Co-Host and its licensors retain ownership of all intellectual property rights in the advertising materials provided, the trademarks and all intellectual property rights in connection with the Destination and the Co-Host Site, including, without limitation, its URL designations and all rights from InterNIC in connection therewith, and all of its other intellectual property rights.

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6. TERM AND TERMINATION.

(a) Term. This Agreement will commence on the Effective Date, and will terminate on the third anniversary of the Effective Date (the Term), unless earlier terminated as provided in this Agreement.

(b) Termination. A party may terminate this Agreement immediately: (i) if the other party engages in any material unlawful business practice and such practice continues uncured thirty (30) days following written notice thereof, (ii) if the other party fails to perform any material obligation, (which shall include, without limitation, the payment obligations hereunder and compliance with the Uptime Requirements in respect of the Originating Locations) or violates any material restriction contained in this Agreement and such failure continues uncured thirty (30) days following written notice thereof, (iii) by such party if that certain Web Site Services Agreement between NAI and Co-Host dated of even date herewith (the Web Site Services Agreement) or the ESD Agreement is terminated by the other party, (iv) if a receiver is appointed for the other party or its property, (v) if the other party makes an assignment for the benefit of creditors, (vi) if the other party becomes the subject of any proceeding under any bankruptcy, insolvency or debtor's relief law, (vii) upon ninety (90) days prior notice in writing by Co-Host at any time after June 30, 2000, if the term of the Web Site Services Agreement has not been renewed for an additional term of one (1) year or more pursuant to its terms or (viii) if the party terminates the Web Site Services Agreement by reason of the other party's material default thereunder.

(c) Effect of Termination. Upon the effective date of the termination, all outstanding invoices and other invoicable amounts will become due and payable. Co-Host's contractual right to the marketing consideration shall cease immediately upon the effective date of the termination. Termination or expiration of this Agreement if by reason of material breach by Co-Host shall not affect any of Co-Host's payment obligations, all of which survive termination of this Agreement; provided that, in (i) the event of termination of this Agreement by Co-Host due to a material default by NAI, NAI shall pay to the Co-Host the Liquidated Damages Amount (as defined in Part 2 of Exhibit A).

7. CONFIDENTIALITY. Confidential Information disclosed by either party in writing and marked as confidential, proprietary or the like (or disclosed verbally if a written summary is provided within thirty days), including any information relating to such party's research, development, proprietary technology, product and marketing plans, finances, personnel and business opportunities will be considered confidential information. Each party will not use the other party's confidential information except as required to achieve the objectives of this Agreement and will not disclose such confidential information except to employees, agents and contractors who have a need to know in the discharge of their duties under this Agreement. Such restrictions will not apply to information that becomes public knowledge other than through the disclosing party, is independently developed by the non-disclosing party, or is lawfully required to be disclosed by any governmental agency or otherwise required to be disclosed by law.

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Neither party will make any disclosure of, or statement covering, the terms of this Agreement, including the financial terms, to any third parties (other than its attorneys, accountants and professional consultants), without obtaining the other's prior written consent, except as required by court order or applicable regulatory authorities, including without limitation, the rules and regulations of the Securities and Exchange Commission, any stock exchange and the NASDAQ. The parties agree that under their current understanding, disclosure of the financial terms of this Agreement is not required under the foregoing rules and regulations. The obligations of this Section 7 shall survive the termination of this Agreement, under any circumstances. The parties shall make a joint press release announcing the relationship, the timing and content of which shall be subject to the mutual agreement of the parties.

8. RELATIONSHIP OF THE PARTIES. The parties are independent contractors and not partners, joint venturers or agents, and neither party may obligate the other to any warranty or other obligation. Neither NAI nor Co-Host is by virtue of this Agreement authorized as an agent or other representative of the other party.

9. REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION.

(a) Co-Host represents and warrants to NAI that Co-Host has all right, title, ownership interest and/or marketing rights necessary to provide the advertising materials to NAI, to perform its obligations hereunder and to operate the Destination. Each party further represents and warrants to the other that it has not entered into any agreements or commitments which are inconsistent with or in conflict with the rights granted or obligations incurred by the representing party in this Agreement. Co-Host further represents and warrants that the advertising materials supplied hereunder do not infringe any Covered Country (hereinafter defined) copyright, trademark, or trade secret right. Covered Country shall mean the United States of America and any member state of the European Economic Union. Co-Host agrees that, if notified promptly in writing and given sole control of the defense and all related settlement negotiations, it will defend NAI, its employees, officers and agents, against any claim based on an allegation that (i) advertising materials supplied hereunder infringes a Covered Country patent, copyright, trademark or state trade secret right, or (ii) Co-Host violated any law, statute or ordinance or any governmental or administrative order, rule or regulation with regard

to the advertising materials, the operation of the Destination or the manufacture, possession, distribution, use or sale of the Goods. Co-Host will pay any resulting costs, damages and attorneys' fees finally awarded by a court, or agreed to in settlement by Co-Host, with respect to any such claims. NAI agrees that, if the advertising materials become, or in Co-Host's opinion are likely to become, the subject of an infringement claim, NAI will permit Co-Host, at Co-Host's option and expense, to, among other things, procure the right for NAI to continue marketing and using the advertising materials, or to replace or modify them so that they become non-infringing.

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(b) NAI represents and warrants that NAI has all right, title, ownership interest and/or marketing rights necessary to operate the Originating Locations, provide the Products to Co-Host, and the Products shall be free and clear of all liens and encumbrances. NAI further represents and warrants that it has not entered into any agreements or commitments which are inconsistent with or in conflict with the rights granted to Co-Host in this Agreement. NAI further represents and warrants that the Products supplied hereunder do not infringe any Covered Country patent, copyright, trademark, or trade secret right. NAI agrees that, if notified promptly in writing and given sole control of the defense and all related settlement negotiations, it will defend Co-Host, its employees, officers and agents against any claim based on an allegation that (i) a Product supplied hereunder infringes a Covered Country patent, copyright, trademark or trade secret right, or (ii) NAI violated any law, statute or ordinance or any governmental or administrative order, rule or regulation with regard to a Product or its manufacturer, possession, use or sale. NAI will pay any resulting costs, damages and attorneys' fees finally awarded by a court, or agreed to in settlement by NAI, with respect to any such claims to the extent of the compensation received under this Agreement. Co-Host agrees that, if the Products in the inventory of Co-Host, or the operation thereof, become, or in NAI's opinion are likely to become, the subject of an infringement claim, Co-Host will permit NAI, at NAI's option and expense, to, among other things, procure the right for Co-Host to continue marketing and using such Products, or to replace or modify them so that they become non-infringing. If neither of the foregoing alternatives is available on terms that NAI deems reasonable, Co-Host will return such Products on written request from NAI. NAI will grant Co-Host a credit equal to the price paid by Co-Host for such returned Products, as adjusted for discounts, returns and credits actually given, provided that such returned Products are in an undamaged condition. NAI will have no obligation to Co-Host with respect to infringement of patents, copyrights, trademarks or trade secrets or other proprietary rights beyond that stated in this Section 9(b).

(c) No Combination Claims. Notwithstanding Section 9(b), NAI will not be liable to Co-Host for any claims to the extent they arise solely based upon the combination, operation or use of any Product with equipment, data or programming not supplied by NAI, or to the extent they arise solely based upon the alteration or modification of the Products by the Co-Host or the purchaser of such Products.

10. LIMITATION OF LIABILITY. EXCEPT FOR CLAIMS UNDER SECTION 9 HEREOF, THE LIABILITY OF A PARTY TO THE OTHER FOR DIRECT DAMAGES SHALL NOT EXCEED FIFTEEN MILLION DOLLARS. EXCLUSIVE OF ANY CLAIMS BY THIRD PARTIES FOR INJURY OR DAMAGES TO PERSONS OR TANGIBLE PROPERTY DIRECTLY CAUSED BY ANY PRODUCT, NEITHER PARTY'S LIABILITY WITH REGARD TO THIS AGREEMENT OR THE ADVERTISING MATERIALS, IF ANY, WILL INCLUDE CONSEQUENTIAL, INCIDENTAL, SPECIAL OR OTHER INDIRECT DAMAGES, SUCH AS LOST PROFITS, EVEN IF

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THE OTHER PARTY HAS KNOWLEDGE OF THE LIKELIHOOD OF SUCH DAMAGES.

11. FORCE MAJEURE. Neither party shall be liable for the failure to perform any of its obligations under this Agreement, except for payment obligations, if such failure is caused by the occurrence of any event beyond the reasonable control of such party, including without limitation, fire, flood, strikes and other industrial disturbances, failure of raw materials suppliers, failure of transport, accidents, transmission difficulties, phone service interruptions, riots, insurrections, acts of God or orders of governmental agencies.

12. GENERAL.

(a) This Agreement, the Web Site Services Agreement and the certain ESD Agreement between the parties set forth the entire agreement between the parties on all subject matters and supercede all prior agreements and understandings between the parties.

(b) This Agreement may not be changed, terminated or amended except in writing. Whenever the consent of any party is required hereunder, such consent may be given or withheld in such party's sole discretion and with or without reason or cause, unless this Agreement states otherwise.

(c) The parties agree that the terms and conditions of this Agreement shall prevail over any contrary or additional terms in any purchase order (unless agreed to in writing by both parties), sales acknowledgment, confirmation or any other document issued by either party affecting the purchase and/or sale of Goods. The terms of the Exhibits to this Agreement shall be equal in importance to the terms of the body of this Agreement.

(d) Either party's failure or delay in exercising any of its rights will not constitute a waiver of such rights unless expressly waived in writing. Neither party may assign this Agreement without the other's prior written approval, except by operation of law or in connection with the sale of substantially all of the assets of such party's business or the acquisition of such party by a third party.

(e) This Agreement will be governed and interpreted according to the laws of the State of California, without reference to principles of conflicts of laws. Each party hereto expressly consents to the personal jurisdiction of the state and federal courts located in Santa Clara County, California, and expressly waives any defense to any action based on inconvenient forum, choice of venue, lack of personal jurisdiction, sufficiency of service of process or the like.

(f) In the event of any litigation or arbitral proceeding between they parties regarding this Agreement, the advertising materials or the obligations of the parties hereunder, the party not prevailing therein shall pay the reasonable attorneys' fees and court costs of the party prevailing therein.

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(g) If a court of law finds any provision of this Agreement unenforceable, the parties agree to modify such provision to the extent necessary to make it legal and enforceable while preserving its intent and the economic effect of the unenforceable provision.

(h) Any notices and demands provided hereunder must be in writing and will be deemed given upon the earlier of actual receipt or two (2) days after being sent by overnight Federal Express or Express Mail, return receipt requested, to the appropriate address set forth above, as such contacts and addresses may be changed by written notice to the other party.

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EXHIBIT A

Additional Agreement Terms (with location of first reference in Agreement)

1. Destination (Recitals)

www.mol.com or any successor site, which shall be the page to which traffic is directed from the public NAI URLs.

Co-Host Site www.beyond.com

2. Certain Definitions

1. Aggregate Revenue in any year of the Term shall mean the revenue generated in such year by (i) the sale of Goods to customers entering the Co-Host Site through the Destination,and (ii) sales of Goods from the Managed Site (as defined in the Web Site Services Agreement).

2. Liquidated Damages Amount shall mean the difference between (i) the aggregate amount of the Co-Hosting Fee paid by Co-Host (the Aggregate Fee) and (ii) the Aggregate Fee multiplied by a number the numerator of which shall be the actual Aggregate Revenue through the effective date of termination of the Agreement and the denominator of which shall be the aggregate of the Minimum Revenue Targets through the effective date of the termination.

3. McAfee Mall shall mean the same thing as the Managed Site under the Web Site Services Agreement.

4. Online Service Page shall mean the general reference page for the NAI Sites established under the URL www.mol.com or any successor URL.

5. Minimum Revenue Targets shall mean: (i) in the first (1st) year of the Term, Aggregate Revenues of not less than Nine Million Dollars ($9,000,000) and (ii) in the second (2nd) year of the Term, Aggregate Revenues of not less than Twelve Million Dollars ($12,000,000).

3. Co-Hosting Fee (Section 2(a)) Co-Host shall pay to NAI a Co-Hosting Fee in the following amounts:

(a) A non-refundable initial payment of Two Million Five Hundred Thousand Dollars ($2,500,000) payable as follows: $2,000,000 on or before

September 30, 1998, and the balance within sixty (60) days of the execution of this Agreement.

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(b) Quarterly payments of $312,500 each, with the first payment being due September 15, 1999, and on each December 15, March 15, June 15, and September 15 thereafter during the Term unless (i) the Agreement is terminated in accordance with Section 6 of the Agreement prior to such date in which case no quarterly payments will be due following the effective date of such termination or (ii) if the Minimum Revenue Target (as defined in Part 2 of this Exhibit A) for the first year of the Term is not achieved by the first anniversary of the Effective Date, in which case no quarterly payments are payable until such time as the Minimum Revenue Target for the first year of the Term is achieved at which point Co-Host will resume making future quarterly payments on the schedule and in the amount set forth above for the duration of the Term or (iii) if the aggregate Minimum Revenue Targets (as defined in Part 2 of this Exhibit A) for the first and second year of the Term are not achieved by the second anniversary of the Effective Date, then, even if the Minimum Revenue Target (as defined in Part 2 of this Exhibit A) for the first year of the Term has been achieved prior to such second Anniversary, no quarterly payments are payable during the second year of the Term until such time as such aggregate Minimum Revenue Target is achieved at which point Co-Host will resume making future quarterly payments on the schedule and in the amount set forth above for the duration of the Term. The parties hereby agree to renegotiate in good faith a downward adjustment to the foregoing quarterly payments in the event that the Minimum Revenue Target for year one (1) is not achieved in the first year of this Agreement.

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EXHIBIT B

SPECIFICATIONS FOR HOT LINK FROM THE ONLINE SERVICE PAGE OF ANY ORIGINATING LOCATION

The hot link to the Co-Host site shall be no less prominent (whether is size, location or format) than any hot link to the McAfee Mall from the Online Service Page. In addition, in the event that any hot links to the McAfee Mall are located on any web page on the Originating Locations other than on the Online Service Page, then a hot link to the Co-Host Site shall all be located on such web page and shall be no less prominent (whether is size, location or format) than any hot link to the McAfee Mall. Notwithstanding the foregoing, the hot links to the Co-Host Site referred to above shall be no less prominent (whether in size, location or format) than any third party hot link on the Online Service Page or the Originating Locations.

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EXHIBIT C

COMPETITORS OF NAI

PART 1

Computer Associates International, Inc. Symantec Corporation Check Point Software Internet Security Systems, Inc. Cisco Systems (only with respect to firewall products) Security Dynamics

COMPETITORS OF CO-HOST

PART 2

Microwarehouse CompUSA Insight PC Connection

Best Buy Circuit City Cyberian Outpost Digital River Egghead.com Programmers Paradise Office Max Online Software Store Office Depot Online Software Store Staples Online Software Store WalMart Online Software Store BuyDirect.com Barnes & Noble Online Software Store Amazon.com Software Store Dell Computer Online Software Store Gateway 2000 Online Software Store Software Street Techwave and related companies CDW Online Store

THE PARTIES AGREE TO ACT IN GOOD FAITH IN MODIFYING THE ABOVE LIST OF COMPETITORS.

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EXHIBIT D

Joint Marketing Programs

PROGRAM: FUNDING:

1. NAI will make five e-mail promotions during the fourth quarter of 1998 for NAI products which will contain links to the Online Service Page.

2. NAI will make available up to 500,000 impressions on the NAI Internet Sites and ten percent (10%) of the impressions available on NAI's Upgrade/Update site for advertising materials to promote Beyond.com.

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EXHIBIT E

DISTRIBUTION ADDENDUM

WHEREAS, NAI owns and/or markets certain computer software and hardware products set forth on Exhibit A (Products).

WHEREAS, Co-Host is an independent reseller of computer products to end users ordering products through web sites on the Internet operated by Co-Host.

WHEREAS, Co-Host distributes electronic copies of the Products pursuant to the ESD Agreement.

WHEREAS, Co-Host desires to distribute the Products and NAI desires to make the Products available to Co-Host for further distribution.

THEREFORE, in consideration of the foregoing, and of the mutual covenants and agreements hereinafter set forth, NAI and Co-Host enter into the following additional agreements regarding the Products:

1. APPOINTMENT. NAI appoints Co-Host as a non-exclusive distributor of the Products to end users ordering the Products from the Destination or the Co-Host Site, and Co-Host accepts this appointment. Co-Host shall distribute the Products, as an independent reseller, at its own risk and expense and subject to any such prices, contractual terms and conditions as Co-Host may from time to time determine. Nothing in this Agreement shall prohibit Co-Host from distributing competing products in the Territory. The Territory as that term is used herein shall mean all countries in the world except countries to which export or re-export of any Product, or the direct products of any Product is prohibited by United States law without first obtaining the permission of the United States Office of Export Administration or its successor. Co-Host shall not have the right to assign or otherwise transfer this Agreement or any rights herein granted to any other person or entity, except by operation of law or in connection with the sale of all of its assets, or the acquisition of the Co-Host by a third party. Any such attempted assignment shall be void and the Agreement shall remain in effect.

2. DISTRIBUTION. Co-Host has the right to market and distribute the Products subject to the license agreement that accompanies such Product. Co-Host may

not engage in the rental of any of the Products. Co-Host shall not in any event remove from or obscure upon any Products any labels placed thereon by NAI containing statements of restrictions upon distribution, without the prior written consent of NAI. NAI reserves the right in its sole discretion and without liability to Co-Host to add additional Products, change the prices for the Products pursuant to Section 5, modify the Products, change the level of NAI's support for the Products and discontinue the availability of any Product. Any addition or deletion from the list of Products will be indicated by NAI's revision to the NAI price list, and NAI will use reasonable efforts to provide Co-Host with thirty (30) days notice prior to the effective date of such changes indicated on the NAI price list.

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3. MARKETING.

(a) General. Co-Host will use commercially reasonable efforts to market the Products it orders to the best of its ability, and to that end will (i) conduct marketing activities authorized by NAI, (ii) support special promotions initiated by NAI, and (iii) maintain a sound financial condition. Co-Host will conduct its business in a manner that reflects favorably upon the Products and NAI.

(b) Advertising; Use of Trademarks. Co-Host may advertise and promote the Products in a commercially reasonable manner and, subject to the provisions of Section 5 of the Co-Hosting Agreement, may use trademarks, service marks and trade names provided by NAI in connection therewith, provided that all such promotions and advertising will be consistent with NAI's general quality standards and the provisions of Section 5 of the Co-Hosting Agreement. Unless otherwise agreed upon in writing by NAI, Co-Host will submit each advertisement and promotion to NAI for trademark review and approval prior to initial release, which approval will not be unreasonably delayed or withheld. All such usage which was not expressly approved by NAI must be terminated immediately upon receipt of notice from NAI to that effect.

(c) Trademarks Rights. NAI owns any and all trademarks, trade names, and service marks for the Products (as noted in Section 5 of the Co-Hosting Agreement). Such trademarks, trade names, and service marks shall include all product names, the names Network Associates, logos, designs, and other designations or brands used by NAI in connection with the Products. Co-Host acknowledges and agrees that NAI is not granting to Co-Host any rights in any Product trademark, trade name, or service mark in or outside of the Territory.

4. INSPECTIONS, RECORDS AND REPORTING.

(a) Sales Out Reports. Co-Host will provide to NAI within ten (10) days after the end of each calendar month, a computer media data file in the format established by NAI showing, for such month, Co-Host's total sales, by customer and by Product from each location. If requested by NAI, Co-Host shall provide such reports with respect to weekly periods or bi-weekly periods prior to the end of the calendar month in which such period occurs.

(b) Inventory Level Reports. Co-Host will provide to NAI on Monday of each week, a computer media data file in the format established by NAI showing Co-Host's current inventory levels of each Product (including items in transit), and weekly runrate snapshots and the other information reasonably requested by NAI.

(c) Records. For three (3) years after each calendar quarter during the term of this Agreement, Co-Host will keep, at Co-Host's office, full and accurate books of account and copies of all documents and other materials for such quarter relating to this Agreement and Co-Host's records, accounts and contracts relating to the distribution of the Products.

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(d) Audit. NAI may inspect the records described in Sections 4(c) upon demand from time to time. In addition, Co-Host agrees to allow NAI's independent auditors to audit and analyze appropriate accounting records of Co-Host from time to time (but not more than one every six (6) months) to ensure compliance with all terms of this Agreement. Any such audit shall be permitted by Co-Host within fifteen (15) days of Co-Host's receipt of NAI's written request to audit, during normal business hours. The cost of such an audit will be borne by NAI unless a material discrepancy indicating inadequate record keeping or that additional fees due to NAI are discovered, in which case the cost of the audit shall be borne by Co-Host. A discrepancy shall be deemed material if it involves payment or adjustment of more than five percent of the amount reported in favor of NAI. Audits and inspections shall not interfere unreasonably with Co-Host's business activities.]

5. ORDERING AND PAYMENT.

(a) NAI's Acceptance. Any order for delivery of physical product placed

with NAI is subject to acceptance by NAI within ten (10) days following receipt by NAI. NAI may decline any order, in whole or in part, and unless NAI accepts an order in writing, the order is considered accepted only to the extent it is fulfilled.] The terms and conditions of this Agreement and of the applicable NAI invoice or confirmation will apply to each order accepted or shipped by NAI. Electronic confirmation from an authorized NAI email address shall have the same effect as a signed written confirmation. The provisions of Co-Host's form of purchase order or other business forms will not apply to any order notwithstanding NAI's acknowledgment or acceptance of such order.

(b) Price to Co-Host. NAI will inform Co-Host as to its current suggested retail price of the Products and standard discount or pricing granted to NAI's traditional product distributors. During the term of this Agreement, Co-Host will be invoiced on the basis of the discounts set forth on Exhibit A of this Distribution Addendum. Discounts off suggested retail price (SRP) for standard NAI Products shall exclude tradeups, upgrade SKUs and special promotions, unless otherwise indicated. NAI may change its SRP from time to time upon written notice to Co-Host, which may take the form of a revised price list, and NAI may notify Co-Host of a different discount from SRP in the event NAI offers special promotional SRPs or Product prices in NAI's discretion.

(c) Price Increase. If NAI increases its suggested retail price for any Product (a product upgrade with a different part number will not be the same Product) and there is a resulting increase in the price of Products to Co-Host, NAI will give Co-Host thirty (30) days advance notice of the effective date of any such increase and:

(i) NAI will honor the old price for any shipments of such Product already in transit to Co-Host;

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(ii) All additional orders following such thirty (30) day period will be shipped at the new price;

(iii) NAI has orders for such Product from Co-Host already booked into NAI's order entry system at the time of such price increase or if Co-Host orders additional Products during such thirty (30) day period, then the price increase will not apply to that portion of such orders which call for shipments of not more than the monthly average quantity of such Products shipped to Co-Host in the three month period preceding the date of the increase; and

(iv) Orders for such Product in NAI's order entry system in excess of the quantity specified in (iii) above will be shipped at the new price unless they are canceled by Co-Host by written notice to NAI, provided that such notice is received by NAI no later than fifteen (15) days prior to the date of shipment specified in such order.

(d) Price Decrease. If NAI decreases its suggested retail price for any Product (a product upgrade with a different part number will not be the same Product), the decrease will apply to all units of such Product in Co-Host's inventory and orders in transit to Co-Host from NAI that are in an unopened, salable condition as of the effective date of the decrease, provided that such Products had been shipped to Co-Host no more than ninety (90) days prior to such effective date. To be eligible for such price protection, Co-Host must deliver to NAI written evidence, signed by Co-Host, of an inventory of such Products showing the number and location of each unit of Product for which Co-Host claims price protection eligibility hereunder within thirty (30) days of receiving notice of such price decreases. Such reduction will constitute a credit on Co-Host's account for future orders from NAI under this Agreement (unless the Agreement has terminated or expired in which case such reduction will be refunded to the extent that Co-Host does not owe NAI money) in an amount equal to the difference between the net invoice price at which each such unit in inventory was provided to Co-Host and the current price then applicable for shipments of such Product to Co-Host hereunder.

(e) TAXES.

(i) All amounts payable by Co-Host to NAI under this Agreement are exclusive of any tax, withholding tax, levy, or similar governmental charge that may be assessed by any jurisdiction in or outside the Territory except income and similar taxes levied on and payable by NAI. Such taxes, withholding taxes, levies, and governmental charges (collectively Taxes) include Taxes based on sales, use, excise, import or export values/fees, value-added, income, revenue, net worth, or may be the result of the delivery, possession, or use of the Products, the execution or performance of this Agreement or otherwise. Should any Taxes be due, Co-Host agrees to pay such Taxes and indemnify NAI for any claim for

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such Taxes demanded. Co-Host shall make no deduction from any amounts owed to NAI for any Taxes. Co-Host covenants to NAI that all Products distributed hereunder will be in the ordinary course of Co-Host's business, and Co-Host agrees to provide NAI with appropriate information and/or documentation satisfactory to the applicable taxing authorities to substantiate any claim of exemption from any Taxes.

(ii) For all Taxes paid by Co-Host, Co-Host shall provide to NAI within forty-five (45) days after the end of any quarter, a certificate of tax payment documenting the payment and amount of the Taxes paid during the preceding quarter.

6. SHIPMENT, RISK OF LOSS AND DELIVERY.

(a) Shipment. All the physical Products will be shipped by NAI, F.C.A. (Incoterms 1990) place of shipment. Co-Host is responsible for paying all freight charges, transportation expenses, insurance charges, all applicable taxes, duties, import and export fees and similar charges associated with the delivery of the Products to Co-Host. All shipments will be made using either any carrier approved by both Co-Host and NAI. Co-Host will not without NAI's prior written consent, submit any order calling for the shipment of a Product to more than a single redistribution site.

(b) Risk of Loss. All risk of loss of or damage to the Products will pass to Co-Host upon delivery by NAI to the common carrier. Co-Host will bear the risk of loss or damage in transit.

(c) Partial Delivery. Unless Co-Host clearly advises NAI to the contrary in writing NAI, may make partial shipments on account of Co-Host's orders which shall, to be separately invoiced and paid for when due.

7. RETURNS.

(a) Returned Merchandise Authorization. Notwithstanding anything to the contrary herein contained, NAI will not issue credit to nor be obligated to accept returns for any reason for any physical Products unless NAI shall have previously issued a written Return Merchandise Authorization (RMA). The preceding sentence governs whether or not NAI is obligated to issue an RMA under this Agreement or applicable law. RMAs must be in writing, signed by NAI and only authorize the return of Products in good resalable conditions unless expressly provided otherwise herein. If damaged goods are received pursuant to an RMA, no credit shall be given by NAI with respect to such damaged goods unless the RMA indicates otherwise. Co-Host shall be responsible for all freight charges for goods returned pursuant to an RMA, unless otherwise indicated herein or in the RMA.

(b) Customer Returns and Bad Box. Subject to Section 7 (a), Co-Host may, during the term of this Agreement, obtain a credit against current or future invoices from

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NAI, for Products which have been returned by end users as defective, or pursuant to the warranty stated in NAI's end user license. Such credit will be in an amount equal to the original invoice price less any discounts or other credits previously received. Co-Host shall also have the ability to return for credit Products which have boxes that are or become damaged, unless such damage was caused by Co-Host. An offsetting purchase order must be placed for all bad box returns. In the event of claims by end users of incomplete Product, NAI, at its discretion, may supply to Co-Host, at no charge, any and all missing materials which are supposed to be provided with the current release of such Products or replace the entire Products in such situation.

(c) Discontinued Products. Co-Host may, during the term of this Agreement, obtain a credit for the price paid by Co-Host to be applied against current or future invoices, for all versions of Products shipped by NAI within the previous ninety (90) days that NAI discontinues or which are removed from NAI's current retail price list. Such credit will be equal to the price paid by Co-Host for such obsolete Products, less discounts received under Section 5 of this Agreements. All such discontinued Products will be counted and inspected at the Inspection Site by NAI's employee, and upon NAI's acceptance thereof (which will be a condition of Co-Host's eligibility for a credit hereunder) such Products will be promptly and completely destroyed or, if requested by NAI, such Products or any portion thereof will be returned to NAI as it directs. No Product shall be deemed discontinued if a later version of the Product is still being offered by NAI and end users may obtain the current version of such Product from NAI electronically at no additional charge.

(d) Freight. Co-Host will pay all costs (including freight) associated with the return of the Products to NAI and back to Co-Host as provided herein, except that NAI will be responsible for all freight costs associated with (i) the return of Products under Section 7(b), (ii) the return of any discontinued or obsolete Products under Section 7(c), and (iii) the return of other Product updates agreed upon by NAI and Co-Host.

8. GENERAL.

(a) Co-Host agrees that it will not, directly or indirectly, export or transmit the Product and technical data (or any part thereof) or any process or service that is the direct product of the software and documentation, to any group S or Z country specified in Supplement No. 1 of Section 770 of the Export Administration Regulations or to any other country to which such export or transmission is restricted by such regulation or statute, without the prior written consent, if required, of the Office of Export Administration of the U.S. Department of Commerce, or such other governmental entity as may have jurisdiction over such export or transmission.

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(b) Co-Host acknowledges that some NAI Products hereto contain encryption and some are export restricted (the Restricted Software) by the U.S. Department of Commerce's Bureau of Export Administration (BXA). Co-Host further acknowledges that for this reason, the export of such items may subject the Co-Host or its executives to fines and/or other severe penalties. Unless all required permits and/or approvals have been obtained, Co-Host shall not export or re-export the Restricted Software outside of the United States, whether directly or indirectly, and will not cause, approve or otherwise facilitate others such as agents, subsequent purchasers, licensees or any other third parties in doing so. The parties agree to cooperate with each other with respect to any application for any required licenses and approvals. However, Co-Host acknowledges it is their ultimate responsibility to comply with all export laws with respect to the Restricted Software and that NAI has no further responsibility after the initial sale to the Co-Host within the United States.

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EXHIBIT A TO EXHIBIT E

1. PRODUCTS COVERED (RECITALS). Product(s) provided to Co-Host shall be all NAI Goods as that term is defined in Section 1 (c) of the Agreement and no other products.

2. PRICES AND DISCOUNTS (SECTION 5(a)).

The standard discount or pricing granted to NAI's traditional Product distributors increased by four percentage points.
Question: Highlight the parts (if any) of this contract related to Liquidated Damages that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?
[EX A]:
Termination or expiration of this Agreement if by reason of material breach by Co-Host shall not affect any of Co-Host's payment obligations, all of which survive termination of this Agreement; provided that, in (i) the event of termination of this Agreement by Co-Host due to a material default by NAI, NAI shall pay to the Co-Host the Liquidated Damages Amount (as defined in Part 2 of Exhibit "A