THIS EVALUATION AGREEMENT
(“the Agreement”) is effective between you
(either an individual or a single entity) and Vivoka SAS,
having a place of business at 11 rempart Saint Thiebault,
Metz, France (“Vivoka”). Vivoka and you are sometimes
referred to individually as a “Party” and collectively as the
“Parties”.

In consideration of the mutual covenants stated below, and for other
good and valuable consideration, the receipt and sufficiency of which
the Parties hereby acknowledge, the Parties agree as follows:

1. License and Restrictions of use. Subject to the terms of this
Agreement and Exhibit A, Vivoka grants you a personal,
revocable, non-exclusive, non-transferable right to use the: (i) Vivoka
Software available on the voice-market, if any, and related
documentation (collectively, the “Vivoka Software”) solely for
non-production testing, demonstration, and evaluation purposes and not
for commercial use.

The license granted is limited to the Term specified in Section 9
below, and subject to the terms and conditions herein. You agree to
provide Vivoka with reasonable feedback on the results of the
evaluation, including recommendations for improvements and specific
reasons for commercialization decisions with respect to the Vivoka
Software.

2. Proprietary Rights. Vivoka and its licensors retain all
right, title, and interest in and to the original and any copies of
Vivoka Software and all Deliverables, and all patent, copyright,
trade secret, trademark, and other proprietary rights pertaining to
the Vivoka Software. You will not: (a) use or rely on the use of
Vivoka Software, for operational or production purposes; (b)
make the Vivoka Software or Deliverables available to any third
party; or (c) release or disclose the results of any benchmark testing
of Vivoka Software or Deliverables.

3. Support and Maintenance. To facilitate the process of evaluating
and testing of the Vivoka Software, subject to Vivoka
personnel’s availability, Vivoka may provide reasonable written
support services through telephone, fax, email or other means to your
designated personnel to provide such personnel with clarification of
functions and features of the Vivoka Software and related defect
support. Support does not include any customization or professional
services.

4. Fees. The evaluation license to the Vivoka Software granted
to you and the provision of the associated support as described herein
are provided at no cost to you.

5. Confidential Information. All information revealed or supplied by
Vivoka to you, whether verbally or in writing, during the
validity of the present Agreement will be deemed confidential
information belonging to Vivoka.

You shall not disclose or use Vivoka’s Confidential Information
(as defined below) except as provided in this Agreement while this
Agreement is in effect and for three (3) years following termination
or expiration of this Agreement, provided, however, that the foregoing
restriction shall be perpetual as to all software provided by Vivoka
hereunder until an exception described in this section
applies. You may disclose Confidential Information to your employees
who have a need to know and who are bound in writing by
confidentiality terms no less restrictive than those contained herein.
Notwithstanding the foregoing, Confidential Information may be
disclosed if required by law, provided, however, that you shall notify
Vivoka of such requirement immediately in writing and will
reasonably cooperate with Vivoka in obtaining a protective or
similar order.

“Confidential Information” means: (a) this Agreement, the Vivoka
Software and related technology, algorithms, and information contained
therein, including related trade secrets; and (b) any other
information, including but not limited to product plans, designs,
prices, non-published financial information, business opportunities,
research, development, and know-how designated as confidential at the
time of disclosure or that you should know is confidential.

“Confidential Information” does not include information that: (i) can
be demonstrated by written records was in your possession without
restriction prior to disclosure by Vivoka; (ii) is or becomes
publicly known or readily ascertainable without breach of this
Agreement; (iii) is lawfully received by you from a third party
without an obligation of confidentiality; (iv) is disclosed by Vivoka
to a third party without an obligation of confidentiality on
the part of the third party; (v) is independently developed by you; or
(vi) is disclosed by you with Vivoka’s prior written consent.
Upon Vivoka’s written request, you shall promptly return or
destroy all of Vivoka’s Confidential Information.

By this Agreement Vivoka does not grant you any license, express
or implied, or any right, title or interest in or to the Confidential
Information, or any other rights. The Confidential Information
disclosed shall remain Vivoka’s property, who is and shall be
the owner of any and all technological or intellectual rights related
to the said Confidential Information.

The Confidential Information shall not be used in any case by you to
oppose or contest or challenge the validity of a patent or any other
technological or intellectual property right, applied for or obtained
by Vivoka.

6. Representations and Warranties. Vivoka represents and
warrants that it is authorized to enter into this Agreement. You
represent and warrant that: (a) all information you provided to Vivoka
to license the Vivoka Software are correct and not
misleading; and (b) you are authorized to enter into this Agreement.

7. Disclaimers. You acknowledge and agree that Vivoka is
providing Vivoka Software, solely to permit you to evaluate the
Vivoka Software and Deliverables. Consequently, you agree that
it will take all precautions and safeguards necessary to protect its
data and systems from loss or damage. THE VIVOKA SOFTWARE AND
ANY ASSOCIATED SERVICES ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF
ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INTERRUPTED USE
OR NON-INFRINGEMENT.

8. Term and Termination.

8.1 This Agreement shall be effective as of the date of its
acceptance, and shall, unless terminated earlier pursuant to Section
9.2, remain in full force and effect for a period of 30 days from the
effective date, at which time it shall automatically expire.

8.2 This Agreement may be terminated for cause as follows:

(i) by Vivoka, immediately upon written notice, if you violate Section 1;

(ii) by either party, immediately upon written notice, if the other
party commits a material breach of this Agreement;

(iii) by either party, immediately upon written notice, if the other
party ceases doing business as a result of dissolution, liquidation or
other causes;

8.3 Upon the expiration or termination of this Agreement, (i) your
rights under Section 1 shall terminate and (ii) you shall immediately
(a) cease use of the Vivoka Software and Deliverables AND (b)
destroy all copies of the Vivoka Software and Deliverables;

8.4 It is hereby agreed that the rights and obligations of the parties
which for such purpose are explicitly identified or which by nature
are meant to survive (including but not limited to Sections 2, 5, 7, 8
& 11) shall survive and continue after any termination or expiration
and shall bind the parties, their successors, their assigns and their
legal representatives.

9. General Terms.

9.1 Assignment. You shall not assign or otherwise transfer your
rights or obligations under this Agreement, in whole or in part, to a
third party unless such assignment is approved in writing by Vivoka.
Notwithstanding the foregoing, you may assign your rights
hereunder in their entirety pursuant to: (i) a merger with; (ii) the
sale of substantially all of its assets to; or (iii) a consolidation
with a third party; provided (i) you provide Vivoka with prompt
written notice of such sale, merger or consolidation, (ii) the
assignee is at least as financially sound as you, (iii) the assignee
is not a direct competitor of Vivoka and (iv) the assignee
agrees to be bound by all terms and conditions set forth by this
Agreement. Vivoka shall be free to assign or otherwise transfer
its rights and obligations under this Agreement, in whole or in part,
to a third party, provided that Vivoka provides you with written
notice of the assignment.

9.2 Force Majeure. Except for the obligation to make payments,
nonperformance of either Party shall be excused to the extent that
performance is rendered impossible by strike, fire, flood, governmental acts or orders or restrictions, acts of terrorism,
war, failure of suppliers, or any other reason where failure to
perform is beyond the reasonable control of the non-performing Party
and not due to its fault or negligence.

9.3 Governing Law. This Agreement shall be governed exclusively by and
construed according to French law excluding the United Nations
Convention on Contracts for the International Sale of Goods. The
official text of the Agreement and any Addendum or any notices given
on accounts or statements required hereby shall be in English.

The Parties shall use all reasonable efforts to amicably resolve any
and all disputes between Vivoka and you. If the dispute cannot
be resolved by mutual negotiations it shall be settled by arbitration
according to the Rules of the International Chamber of Commerce (CCI)
institution of Arbitration. The place of arbitration will be
Metz, France. The arbitral Tribunal shall consist of one
arbitrator.

Each party shall bear its own costs and charges related to the
arbitration or judicial proceedings according to this section, except
in the case where the final award or sentence condemns one party to
pay such costs and/or reimburse them to the other party.

9.4 Partial Invalidity; Waiver. If any provision of this Agreement or
the application thereof to any Party or circumstances shall be
declared void, illegal or unenforceable, the remainder of this
Agreement shall be valid and enforceable to the extent permitted by
applicable law. In such event the Parties, with good faith, shall use
their best efforts to replace the invalid or unenforceable provision
by a provision that, to the extent permitted by applicable law, most
closely achieves the purposes intended under the invalid or
unenforceable provision and maintains the economic balance of the
contract, as it has been projected. Any deviation by either Party from
the terms and conditions required under applicable laws, rules and
regulations shall not be considered a breach of this Agreement. No
failure of either Party to exercise any power or right given either
Party hereunder or to insist upon strict compliance by either Party
with its obligations hereunder, and no custom or practice of the Party
at variance with the terms hereof shall constitute a waiver of either
party's right to demand exact compliance with the terms of this
Agreement.

9.5 Entire Agreement; Headings; Counterparts. This Agreement, all
statements of work issued hereunder, and the exhibits attached hereto,
constitute the entire agreement and understanding between the Parties
with respect to the subject matter hereof, and supersede all prior
agreements, arrangements and undertakings between the Parties. No
addition to or modification of any provision of this Agreement shall
be binding upon the Parties unless made by a written instrument signed
by a duly authorized representative of each of the Parties. The
headings to the sections of this Agreement are for ease of reference
only and shall not affect the interpretation or construction of this
Agreement. This Agreement may be executed in counterparts, each of
which shall be deemed to be an original and all of which shall be
deemed to be an original instrument.

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