EXHIBIT 10.1
JOINT PRODUCT DEVELOPMENT AGREEMENT
(Applied Voice Recognition, Inc. and Voice It Worldwide, Inc.)
THIS JOINT PRODUCT DEVELOPMENT AGREEMENT (this "Agreement") is entered into as
of December 31, 1997 (the "Effective Date"), by and between APPLIED VOICE
RECOGNITION, INC., a Utah corporation ("AVRI"), and VOICE IT WORLDWIDE, INC., a
Colorado corporation ("VIW").
W I T N E S S E T H:
WHEREAS, AVRI and VIW desire to integrate the VIW Digital Recorder hand-held
unit (the "Digital Recorder") with AVRI's SpeechCOMMANDER software product,
using the continuous speech recognition software developed and licensed to AVRI
by IBM known as Via VOICE ("Via VOICE") (or such other software as AVRI
determines), which resulting product will have general consumer applications and
will also be produced in customized versions dedicated to specific professional
or industry applications;
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants and obligations set forth in this Agreement, AVRI and VIW hereby agree
as follows:
1. AVRI's Obligations. AVRI hereby agrees to commit such technical and financial
resources as may be reasonably necessary in order to perform and complete each
of the following tasks:
a. Assist and cooperate with VIW in connection with working directly
with IBM on VIW's behalf in addressing any technical issues presented to
AVRI by VIW;
b. Assist VIW in evaluating, developing and testing a satisfactory
microphone component that will result in satisfactory audio recording
quality, which will in turn maximize the speech recognition applications;
c. Assist VIW in defining design changes to the Digital Recorder in an
effort to meet the needs of the marketplace;
d. Define, develop and/or modify AVRI's software known as
SpeechCOMMANDER or AVRI's software known as VoiceCOMMANDER Personal (as soon
as such software is available) in order to create standards for such
products to integrate with the Digital Recorder and Via VOICE, or other
voice recognition software as AVRI may determine to be appropriate in AVRI's
sole discretion;
e. Define the system protocol for the Digital Recorder and develop
software to interface to the Digital Recorder; and
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f. Define and develop an interface between Via VOICE recognition
software and the Digital Recorder, including, without limitation, the
"enroll process" using the Digital Recorder, audio interface dictation
interface and any other critical interface components as AVRI may determine
to be appropriate in AVRI's sole discretion.
Notwithstanding the foregoing, AVRI and VIW hereby further agree that AVRI shall
(i) have no obligation to provide any technical, financial, advertising or other
support to VIW or VIW's customers except as specifically set forth in this
Agreement, and (ii) be the sole liaison between VIW and IBM for all technical
issues relating to the development of the Digital Recorder or its applications.
2. VIW's Obligations. VIW hereby agrees to commit such technical and financial
resources as may be reasonably required in order to perform and complete each of
the following tasks:
a. Define, manage and obtain a new Digital Signal Processing chip (a
"DSP") that will provide speech coding and de-coding for speech recognition
applications while also providing highly compressed capabilities (the speech
encoding for speech recognition should be capable of performing at a minimum
of 92% accuracy and eventually reach accuracy of 95% or more);
b. Modify and prepare for manufacturing a printed circuit board that
will complete the hardware interface between the new DSP and the
microcontroller chip;
c. Develop software, as necessary, for the new DSP chip and added
functions;
d. Develop the systems interface protocols between the Digital Recorder
and the personal computer;
e. Identify and develop satisfactory microphone assembly and interface
for adequate audio recording for speech recognition applications;
f. Produce working prototypes of the Digital Recorder that adequately
interfaces with voice recognition software;
g. Develop software for the Digital Recorder, to AVRI specifications, to
interface with specific vertical market applications; and
h. Provide adequate manufacturing sources that can manufacture the
Digital Recorder in required quantities pursuant to Section 10.
3. Milestones. Within thirty (30) days after the Effective Date, AVRI and VIW
hereby agree to mutually set milestones and completion dates with respect to
each of AVRI's
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and VIW's tasks set forth in Section 1 and Section 2. Notwithstanding the
preceding sentence, however, the parties hereto hereby agree that (i) VIW will
deliver to AVRI a working prototype of the Digital Recorder by April 30, 1998,
and (ii) the Digital Recorder will be in full production by June 30, 1998. Each
party agrees to provide the other with a monthly report regarding the status of
their respective tasks set forth in Section 1 and Section 2, and their
respective expenses incurred with respect thereto. Such reports will be due on
the thirtieth (30th) day of each month for the prior month. Each report shall
contain a description of the current status of each task, the problems
encountered, the proposed solution to such problems, and the effect of such
problems, if any, on the milestones.
4. Purchase and Sale of VIW Stock. AVRI hereby agrees to purchase and VIW hereby
agrees to sell to AVRI 471,700 shares of VIW common stock at a price of $1.06
per share, or a total of $500,000. Such stock will be voting stock and will have
all of the same benefits and characteristics of VIW's other shares of common
stock, except that such stock, when issued, will not be registered under the
Securities Act of 1933, as amended (the "Securities Act"). The closing of such
stock purchase transaction shall take place pursuant to the terms of Section 12.
5. AVRI's Registration Rights. VIW and AVRI hereby agree that contemporaneously
with the execution of this Agreement that VIW and AVRI will execute that certain
Registration Rights Agreement effective as of even date herewith with respect to
the registration of the shares of VIW common stock owned by AVRI.
6. Attendance at Board Meetings, Etc. From and after the Effective Date and for
so long as at least 100,000 shares of VIW common stock (as adjusted for stock
splits, stock dividends and other capital events) are owned by AVRI, VIW hereby
agrees that VIW will allow one (1) designated representative of AVRI to receive
timely notice of, attend and make comments at all meetings of VIW's Board of
Directors. Such designated representative shall also be sent all standard
communications and notifications from VIW to the members of its Board of
Directors concerning annual and special meetings in the same fashion and on the
same basis, including with respect to timing, as such representative would if
such representative were a member of the Board of Directors.
7. Purchase and Sale of Software Licenses. VIW hereby agrees to purchase from
AVRI and AVRI hereby agrees to sell to VIW 50,000 licenses to use a complete
software package that includes SpeechCOMMANDER, Via VOICE and an on-line manual
and a training video (collectively, the "Licensed Product"), all except the
training video contained on two digitally stored "master copy" compact disks
(collectively, the "Master Copy"). The training video will be delivered on a
master videotape. The cost for each such license to use the Licensed Product
shall be $20.00. VIW and AVRI hereby agree as follows with respect to VIW's
purchase of such licenses to use the Licensed Product:
a. At the Closing (as described in Section 12), AVRI will deliver to VIW
the Master Copy. Thereafter, VIW will be responsible, at VIW's sole cost and
expense, for
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(i) copying such software from the Master Copy, and (ii) packaging,
advertising and shipping such software, in connection with VIW's sale of
licenses to use the Licensed Product.
b. VIW will reasonably cooperate with AVRI to the extent necessary to
allow AVRI to include the latest version, from time to time, of VIW PC Link
on any such Master Copy.
c. At any time after AVRI's VoiceCOMMANDER Personal software becomes
available, VIW or AVRI will have the option, in either party's discretion,
to cause VIW to thereafter discontinue selling licenses to use versions of
the Licensed Product containing SpeechCOMMANDER and to commence selling
licenses to use versions of the Licensed Product containing VoiceCOMMANDER
Personal (which licenses to use VoiceCOMMANDER shall be sold by AVRI to VIW
at the same price as the licenses to use SpeechCOMMANDER). In such event,
the party so electing will notify the other of such decision in writing and
AVRI will promptly deliver to VIW a Master Copy of the Licensed Product
containing VoiceCOMMANDER Personal. Immediately upon VIW's receipt of such
Master Copy of the Licensed Product containing VoiceCOMMANDER Personal, VIW
will return to AVRI the Master Copy of the Licensed Product containing
SpeechCOMMANDER.
d. At the Closing, VIW will deliver to AVRI a payment for $200,000,
which sum will be applied as a prepayment for the first 10,000 licenses to
use the Licensed Product to be sold by VIW. Subsequent payments for the
remaining licenses will be made by VIW to AVRI in equal payments in the
amount of $266,666.66 each on June 15, 1998, September 15, 1998 and December
15, 1998. If VIW has not yet sold the number of licenses to use the Licensed
Product for which VIW has then paid by the time the next payment is due,
then VIW's payment will be applied as a prepayment for the next licenses
sold by VIW.
e. Following the sale by VIW of the first 50,000 licenses to use the
Licensed Product, VIW will commence delivering to AVRI payment for all
additional copies of the Licensed Product within thirty (30) days after the
month during which such copies of the Licensed Product were sold. The price
for such additional copies of the Licensed Product shall be established from
time to time by AVRI, not to exceed $20 per license; provided, however, that
if AVRI's cost for additional licenses to use the Licensed Product during
any calendar quarter increases by more than ten percent (10%) above AVRI's
cost for such licenses during the prior calendar quarter, then AVRI shall be
entitled to increase the price for each license to use the Licensed Product
sold to VIW to a price in excess of $20 per license, which increase in price
per license shall be in proportion to the percentage increase in AVRI's cost
per license. Notwithstanding the foregoing, however, AVRI hereby agrees that
after the first 50,000 copies of the Licensed Product have been paid for by
VIW in any calendar year in accordance with the terms of Section 7.d., no
other customer of AVRI purchasing volumes of the Licensed Product on an
annual basis
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that are similar to the volumes purchased by VIW will receive a better price
for copies of the Licensed Product than VIW.
f. Upon VIW's and AVRI's mutual agreement, AVRI will reproduce the
Licensed Product and package the Licensed Product for VIW with respect to
sales of the Licensed Product made by VIW. AVRI will charge VIW and VIW will
pay to AVRI for such reproduction and packaging services AVRI's actual cost
for such services plus ten percent (10%). AVRI will invoice VIW on a monthly
basis for such costs. All payments will be due within thirty (30) days after
the date of AVRI's invoice to VIW.
g. VIW hereby additionally agrees to include or otherwise provide with
each VIW product that contains voice recognition technology an option to
purchase a license to use the Licensed Product.
h. AVRI hereby agrees to cause its website to provide general technical
support for frequently asked questions (FAQ's) relating to the Licensed
Product. Additionally, AVRI will make available personal technical support
by telephone to VIW's customers with respect to the Licensed Product in
accordance with AVRI's customary technical support program. Notwithstanding
AVRI's agreement to provide such technical support services to VIW's
customers, AVRI will not be responsible for, or liable to VIW's customers
for, any returns or product warranty claims with respect to the Licensed
Product, other than problems resulting from faulty reproduction of the
Licensed Product performed by AVRI pursuant to Section 7.f.
i. VIW will provide AVRI by the thirtieth (30th) of each month a
detailed report of sales activities of VIW for the prior month with respect
to VIW's sales of the Licensed Product. In the event that VIW is in default
of any of VIW's payment or reporting obligations under this Agreement, AVRI
shall be entitled at any time during VIW's normal business hours, upon at
least 24 hours prior notice and at AVRI's sole cost and expense, to inspect,
review and audit VIW's books and records at VIW's principal place of
business with respect to VIW's sales of licenses to use the Licensed
Product. VIW shall cooperate with AVRI in connection with AVRI's inspection,
review and auditing activities described in this Section. VIW shall be
deemed to be in default under the terms of this Agreement in the event that
(i) VIW fails to reasonably cooperate with AVRI in connection with AVRI's
review and audit, or (ii) AVRI determines, in AVRI's reasonable discretion,
that a material discrepancy exists between the reported sales of the
licenses to use the Licensed Product as reflected in the monthly reports
described in this Section and the actual sales of licenses to use the
Licensed Product as reflected in VIW's books and records. For purposes of
this Agreement, the terms "material discrepancy" shall mean a discrepancy of
five percent (5%) or greater. Upon any such default, AVRI will be entitled
to exercise its remedies set forth in Section 14.
j. If VIW is delinquent in the payment of any amounts owed to AVRI under
the terms of this Agreement, AVRI will charge VIW and VIW will pay to AVRI
interest
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on such past due amounts at the lesser of (i) the rate of twelve percent
(12%) per annum, or (ii) the maximum rate allowed by law.
8. Software License.
a. AVRI hereby grants to VIW the non-exclusive license to use, sell and
sublicense the Licensed Product to VIW's customers in accordance with the
terms of this Agreement. VIW will request that all purchasers of the
Licensed Product execute AVRI's standard-form license agreement as contained
in the installation routine for the Licensed Product (the "Product
License"). VIW will retain all such licenses and will make them available to
AVRI for AVRI's review upon AVRI's written request.
b. VIW hereby agrees to abide by and to be bound by the terms of the
Product License and shall not utilize such software or Licensed Product for
any purpose other than VIW's own purposes and in connection with VIW's
sublicense of the Licensed Product to VIW's customers in accordance with the
terms of this Agreement.
9. Proprietary Information.
a. VIW hereby agrees as follows:
(i) VIW recognizes the exclusive rights of AVRI to all patents,
service marks, trademarks, trade names and copyrights used in connection
with the Licensed Product, and, although no rights are intended to be
transferred to VIW, VIW hereby transfers, and agrees to transfer, all
rights it may acquire in connection with the Licensed Product to AVRI.
(ii) VIW agrees that AVRI's patents, service marks, trade names may
be used only on and with respect to the Licensed Product.
(iii) VIW agrees not to use a ▇▇▇▇ or other designation identical
with or confusingly similar to any of AVRI's service marks, trademarks
or trade names or any substantial part thereof, except with the express
prior written consent of AVRI.
(iv) Any and all packaging for the Licensed Product will contain
AVRI's logo and AVRI's "Voice Experts" attribution. If VIW desires to
utilize any packaging for the Licensed Product that does not contain
such logo and attribution, then AVRI shall have the right to approve in
advance any such packaging.
b. AVRI hereby agrees as follows:
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(i) AVRI recognizes the exclusive rights of VIW to all patents,
service marks, trademarks, trade names and copyrights used in connection
with the Digital Recorder, and, although no rights are intended to be
transferred to AVRI, AVRI hereby transfers, and agrees to transfer, all
rights it may acquire in connection with the Digital Recorder to VIW.
(ii) AVRI agrees that VIW's patents, service marks, trade names may
be used only on and with respect to the Digital Recorder.
(iii) AVRI agrees not to use a ▇▇▇▇ or other designation identical
with or confusingly similar to any of VIW's service marks, trademarks or
trade names or any substantial part thereof, except with the express
prior written consent of VIW.
(iv) Any and all packaging for the Digital Recorder will contain
VIW's logo. If AVRI desires to utilize any packaging for the Digital
Recorder that does not contain such logo, then VIW shall have the right
to approve in advance any such packaging.
10. Sale and Manufacture of Digital Recorder. AVRI hereby agrees to purchase
units of the Digital Recorder and VIW hereby agrees to manufacture units of the
Digital Recorder and sell to AVRI units of the Digital Recorder on the following
terms:
a. VIW will manufacture units of the Digital Recorder based on AVRI's
specifications on an original equipment manufacturer, or "OEM" basis.
b. The first 4,000 Digital Recorders will be sold to AVRI at VIW's
actual unit cost of goods sold as reported in VIW's monthly financial
package plus 10%. Thereafter, the price for each Digital Recorder sold to
AVRI will be VIW's actual unit cost of goods sold as reported in VIW's
monthly financial package plus 30%. Notwithstanding the foregoing, however,
VIW hereby agrees that no other customer of VIW will receive a better price
for the Digital Recorder than AVRI. In the event that any customer of VIW
does receive a better price for units of the Digital Recorder than AVRI,
then VIW will promptly (i) notify AVRI of such better price in writing and
confirm that AVRI will be entitled to purchase units of the Digital Recorder
at such better price during the remaining term of this Agreement, (ii)
adjust AVRI's price for the Digital Recorder so that AVRI's price is equal
to such better price for each unit purchased by AVRI since the date of VIW's
agreement to sell units of the Digital Recorder at such better price, and
(iii) refund to AVRI the amount due to AVRI as a result of such price
adjustment, or, at AVRI's option, apply such refund in payment of amounts
owed by AVRI to VIW.
c. VIW's actual costs will be calculated and adjusted, if necessary, on
a quarterly basis based upon VIW's unit cost of goods sold as reported in
VIW's monthly financial package for the previous quarter.
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d. VIW will invoice AVRI on a monthly basis for all amounts due from
AVRI to VIW under the terms of this Agreement. All payments will be due
within thirty (30) days after the date of VIW's invoice to AVRI.
e. If AVRI is delinquent in the payment of any amounts owed to VIW under
the terms of this Agreement, VIW will charge AVRI and AVRI will pay to VIW
interest on such past due amounts at the lesser of (i) the rate of twelve
percent (12%) per annum, or (ii) the maximum rate allowed by law.
f. Each month, AVRI will provide VIW with (i) a binding purchase order
for the number of units of the Digital Recorder that AVRI will purchase
during next 90-day period, which purchase order will replace the purchase
order delivered by AVRI at the beginning of the previous month, except that
the number of units ordered for the next 60-day period will be the same as
the number of units ordered for the last sixty days on the previous purchase
order, and (ii) a non-binding forecast of the number of units of the Digital
Recorder that AVRI expects to purchase during the period that is between 91
days and 180 days in advance of the date of such forecast, which non-binding
forecast will replace the forecast delivered by AVRI at the beginning of the
previous month with respect to the 91 day to 150 day period referenced in
such new forecast.
g. If (i) VIW for any reason is not able to deliver the Digital Recorder
in quantities sufficient to meet AVRI's requirements as contained in the
purchase orders and forecasts described in Section 10.f., or at a level of
quality sufficient to meet AVRI's requirements, and VIW is not able to cure
such quantity or quality deficiency within sixty (60) days after AVRI
provides VIW with written notice of such quantity or quality deficiency, or
(ii) VIW refuses, is unable, or is otherwise unavailable (as a result of
bankruptcy, court order or any other reason) to deliver to AVRI any units of
the Digital Recorder for a period of thirty (30) days, then AVRI shall have
the right, at AVRI's own cost and expense to manufacture, or cause to be
manufactured on an "OEM" basis, the Digital Recorder. In the event AVRI so
elects to manufacture the Digital Recorder, then AVRI will pay VIW a fee of
ten percent (10%) per unit sold of the unit cost of goods sold as reported
in AVRI's monthly financials, and VIW will cooperate with AVRI by (A)
providing to AVRI copies of plans and specifications for the Digital
Recorder, and (B) granting to AVRI a non-exclusive, irrevocable license to
use all patents, copyrights, trade secrets, licenses, and other proprietary
information relating to the Digital Recorder.
11. Distribution Rights. VIW hereby grants to AVRI the exclusive right to sell
and market the Digital Recorder worldwide with respect to businesses directly
engaged in the delivery of healthcare services (the "Healthcare Market"), and
VIW hereby agrees that VIW will not to compete in the Healthcare Market. VIW
also hereby grants to AVRI the exclusive right to sell the Digital Recorder to
the United States based computer catalog sales industry (the "Catalog Market");
provided, however, that VIW hereby retains, and this Agreement excludes, the
right to sell the Digital Recorder to VIW's current catalog sales customers,
Sharper Image, Brookstone
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and Hammacher ▇▇▇▇▇▇▇▇▇. The Healthcare Market and the Catalog Market are
collectively referred to herein as the "Exclusive Markets." In the event that
AVRI fails to have purchased an aggregate of (A) the lesser of 10,000 Digital
Recorders, or $1,000,000 worth of Digital Recorders by the later of (i) June 1,
1999, or (ii) the one year anniversary of "full production" (as hereinafter
defined) of the Digital Recorder units (the "Commencement Date"), (B) 50,000
Digital Recorders by the end of the second anniversary of the Commencement Date,
and (C) 100,000 Digital Recorders by the end of the third anniversary of the
Commencement Date, then VIW will be entitled to immediately terminate the
exclusive nature of AVRI's right to sell and market with respect to the
Exclusive Markets; whereupon AVRI will continue to have a non-exclusive right to
sell and market the Digital Recorder in the Exclusive Markets and VIW will
continue to supply AVRI with Digital Recorders in accordance with the terms of
this Agreement. For purposes of this Agreement, "full production" shall mean
such time when VIW's production facilities are prepared and able to produce the
number of Digital Recorders set forth in AVRI's 90-day purchase order described
in Section 10.f. Notwithstanding AVRI's failure to meet the purchasing quotas
set forth in the preceding portion of this Section 11, AVRI will be entitled to
retain the exclusive right to sell and market to the Healthcare Market through
the third anniversary of the Commencement Date. After such third anniversary of
the Commencement Date, the parties hereto will determine, acting in good faith,
the minimum purchase requirements with respect to Healthcare Market and the
Catalog Market for future years.
12. Closing. The closing of the transactions provided for herein (the "Closing")
shall take place on or prior to December 31, 1997 (the "Closing Date"). At the
Closing, the following shall occur:
a. AVRI will deliver to VIW a check in the amount of $500,000
representing the purchase price for the shares of VIW common stock being
purchased by AVRI in accordance with Section 4, and VIW will deliver to AVRI
a share certificate evidencing such shares of VIW common stock, or will
immediately instruct its transfer agent to issue and forward directly to
AVRI such certificate.
b. VIW will deliver to AVRI a check in the amount of $200,000
representing the prepayment of the purchase price for the first 10,000
copies of the Licensed Product being purchased by VIW in accordance with
Section 7, and AVRI will deliver to VIW the Master Copy of the Licensed
Product containing the copy of SpeechCOMMANDER.
13. Use of Proceeds. VIW hereby covenants and agrees that the proceeds received
by VIW from AVRI with respect to AVRI's purchase of VIW's common stock, less the
purchase price paid by VIW to AVRI for the initial purchase of the licenses to
use the Licensed Product, shall be used solely for paying the costs and expenses
relating to VIW's performance of its obligations under Section 2 of this
Agreement. The parties hereby agree to mutually establish a detailed budget for
the use of such proceeds within thirty (30) days after the Effective Date.
Contemporaneously with VIW's delivery to AVRI of its monthly reports pursuant to
Section 3, VIW will also provide AVRI a monthly report illustrating its actual
costs incurred compared to the budgeted costs, both for the prior month and on
an aggregate basis for the entire project.
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VIW hereby agrees to fund all cost overruns and other expenses that may arise
with respect to VIW's completion of its obligations under Section 2 in
accordance with the deadlines established under Section 3. Additionally, VIW
hereby agrees to promptly provide AVRI with copies of such additional
information and support relating to the use of such funds as AVRI may reasonably
request.
14. Remedies. Subject to the provisions of Section 14.d., in the event of a
default under the terms of this Agreement, the parties hereby agree that the
following remedies will be available:
a. In the event that either party hereto shall fail to comply with any
terms, provisions or covenants of this Agreement, and such failure is not
cured within thirty (30) days after the non-defaulting party has given
written notice to the defaulting party, specifying with reasonable
particularity the manner in which the defaulting party has failed to comply
with this Agreement, then the non-defaulting party shall be entitled to
terminate this Agreement by giving written notice to the defaulting party.
b. Notwithstanding the terms of Section 14.a., parties hereto hereby
agree as follows:
(i) That AVRI would be irreparably damaged by reason of any violation
of the provisions of Section 8, Section 9.a. or Section 11 and that any
remedy at law or pursuant to Section 14.c. for a breach of such
provisions would be inadequate. Therefore, in addition to other remedies
or relief that may be available to AVRI, AVRI shall be entitled to seek
and obtain injunctive or other equitable relief (including, but not
limited to, a temporary restraining order, a temporary injunction or a
permanent injunction) against VIW, VIW's agents, employees,
representatives and/or any and all persons directly or indirectly acting
for or with VIW for a breach or threatened breach of such provisions and
without the necessity of (i) proving actual monetary loss, and (ii)
complying with the terms of Section 14.c.
(ii) That VIW would be irreparably damaged by reason of any violation
of the provisions of Section 9.b. and that any remedy at law or pursuant
to Section 14.c. for a breach of such provisions would be inadequate.
Therefore, in addition to other remedies or relief that may be available
to VIW, VIW shall be entitled to seek and obtain injunctive or other
equitable relief (including, but not limited to, a temporary restraining
order, a temporary injunction or a permanent injunction) against AVRI,
AVRI's agents, employees, representatives and/or any and all persons
directly or indirectly acting for or with AVRI for a breach or
threatened breach of such provisions and without the necessity of (i)
proving actual monetary loss, and (ii) complying with the terms of
Section 14.c.
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c. The parties agree that all disputes or questions arising in
connection with this Agreement or its termination shall be settled by a
single arbitrator pursuant to the rules of the American Arbitration
Association in the City of Houston, Texas, and the award of the arbitrators
shall be final, non-appealable, conclusive and enforceable in a court of
competent jurisdiction.
15. No Agency; Relationship of Parties. Both AVRI and VIW are independent
contractors and neither is a legal representative or agent of the other.
Neither party is liable for the debts, accounts, obligations or other
liabilities of the other.
16. Assignment. This Agreement is personal to the parties hereto and cannot be
assigned or transferred voluntarily or by operation of law without the prior
written consent of the other party.
17. Severability. If any provision of this Agreement is illegal, invalid or
unenforceable, then that provision shall be considered to be severable from all
other parts and provisions hereof and shall not affect the legality, validity
and enforceability of the remainder of the Agreement, which shall remain in full
force and effect.
18. Entire Agreement. This Agreement constitutes the entire Agreement between
the parties with respect to the subject matter hereof. No amendment to this
Agreement shall be effective unless in writing and duly signed by both parties.
19. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas, U.S.A., without giving effect to
the conflicts of laws provisions thereof.
20. Notices. A notice required to be given under this Agreement shall be in
writing and be deemed sufficient if given by certified or registered mail,
postage prepaid, telex or facsimile and addressed as follows (or at such other
address, telex or facsimile number as such party may designate from time to time
in writing). Unless otherwise provided, notices shall be deemed given for
purposes hereof, upon confirmation of telex or facsimile, or if deposited in the
mails, on the fifth (5th) day thereafter:
If to AVRI, to: Applied Voice Recognition, Inc.
▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
With copy to: ▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
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If to VIW, to: Voice It Worldwide, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇
▇▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Chief Executive Officer
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
With copy to: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, P.C.
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
[REST OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the Effective Date.
AVRI:
APPLIED VOICE RECOGNITION, INC.,
- a Utah corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Chairman of
the Board and Chief Executive
Officer
VIW:
VOICE IT WORLDWIDE, INC.,
a Colorado corporation
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇▇▇
-------------------------------------
(Signature)
Name: ▇. ▇. ▇▇▇▇▇▇▇▇▇
(Printed Name)
Title: Chief Executive Officer
Signature Page to
Joint Product Development Agreement
13
