conversations.from: human
conversations.value: What comes next for this: 1 Exhibit 10.17
   Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.
   OUTSOURCING AGREEMENT
   BETWEEN:
   MODUS MEDIA INTERNATIONAL LANDDROSTLAAN 51 7327 GM APELDOORN THE NETHERLANDS (HEREINAFTER "MMI")
conversations.from: assistant
conversations.value: AND
   DRAGON SYSTEMS, INC. 320 NEVADA STREET NEWTON, MA 02160 U.S.A. (HEREAFTER "DRAGON SYSTEMS")
   EFFECTIVE AS OF (EFFECTIVE DATE)
  1. PURPOSE OF AGREEMENT Formalize the agreements made regarding services and products between Dragon Systems and MMI.
  2. SERVICES MMI will produce products for Dragon Systems on a Turnkey basis. Initially, services will cover 3 products, as per the attached price sheets. However, this may be extended.
conversations.from: human
conversations.value: More of this please:
  1 Exhibit 10.17 Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. ...
conversations.from: assistant
conversations.value: The completion of this text could be: OUTSOURCING AGREEMENT BETWEEN: MODUS MEDIA INTERNATIONAL LANDDROSTLAAN 51 7327 GM APELDOORN THE NETHERLANDS (HEREINAFTER "MMI") AND DRAGON SYSTEMS, INC.
conversations.from: human
conversations.value: More of this please:
  320 NEVADA STREET NEWTON, ...
conversations.from: assistant
conversations.value: The completion of this text could be: MA 02160 U.S. A.
conversations.from: human
conversations.value: More of this please:
  (HEREAFTER "DRAGON SYSTEMS") EFFECTIVE AS OF (EFFECTIVE DATE) 1. PURPOSE OF AGREEMENT Formalize the agreements made regarding services and products between Dragon Systems and ...
conversations.from: assistant
conversations.value: The completion of this text could be: MMI.2. SERVICES MMI will produce products for Dragon Systems on a Turnkey basis. Initially, services will cover 3 products, as per the attached price sheets.
conversations.from: human
conversations.value: More spans: However, this may be extended. Specific services will be: - [spans 1].
conversations.from: assistant
conversations.value: spans 1: - Receipt and Management of master materials - - Supply base management - - Production (both components & finished goods) - - Delivery - - Inventory Management - - Financial Services Quality and Services Level Agreements will be based on mutual agreement
conversations.from: human
conversations.value: What would be a contract section that comes after this one:
  2. SERVICES MMI will produce products for Dragon Systems on a Turnkey basis. Initially, services will cover 3 products, as per the attached price sheets. However, this may be extended.
  Specific services will be:
  - - Receipt and Management of master materials
  - - Supply base management
  - - Production (both components & finished goods)
  - - Delivery
  - - Inventory Management
  - - Financial Services
  Quality and Services Level Agreements will be based on mutual agreement.
conversations.from: assistant
conversations.value: 3. DELIVERY
  MMI shall deliver the Services in line with the agreed service levels to Dragon Systems.
   2 Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.
conversations.from: human
conversations.value: Swap the first and the last sentence.
conversations.from: assistant
conversations.value: Asterisks denote omissions. DELIVERY
  MMI shall deliver the Services in line with the agreed service levels to Dragon Systems.
   2 Confidential Materials omitted and filed separately with the Securities and Exchange Commission. 3.
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: 4. ACCEPTANCE OF SERVICES
  Dragon Systems may reject the Services if they do not comply with the specification set out by Dragon \s\ JB. The Services are deemed to be accepted if MMI does not receive a notification within 60 days after delivery to Dragon Systems or its customers.
  5. PAYMENT AND PRICING
  Dragon Systems will compensate MMI for all Services rendered in accordance with the rates specified in the Annex "Prices." Unless otherwise agreed, prices shall exclude transport, insurance, VAT and Import duties (outside EC countries) to Dragon Systems' designated delivery address.
  For all materials in stock, older than 90 days, MMI will charge Dragon Systems with an Inventory Carriage Charge of [**] of its value per month.
  MMI will invoice Dragon Systems based on actual shipments that have been performed.
  Payments will be due in US dollars within 30 days after delivery, or when agreed after delivery of installments or the receipt of invoice by Dragon Systems, which ever is later. MMI shall invoice Dragon Systems indicating the performed services in US$ with reference to this Agreement.
  Dragon Systems shall be entitled to deduct from or set off against any sums which Dragon Systems may be liable to pay to MMI any amounts owed by MMI, its affiliated entities, subsidiaries or successors in interest.
  6. WARRANTY
  MMI warrants providing the Services with due diligence and care in accordance
conversations.from: human
conversations.value: More from this contract.
conversations.from: assistant
conversations.value: with the specifications set by Dragon Systems. Should MMI not supply the Services as agreed or should the Services become defective within 6 months from their delivery to Dragon Systems, Dragon Systems may at its option require MMI to complete or re-perform the Services within a reasonable period of time, rescind the contract or refuse payment of the compensation in part or in total, notwithstanding any damage claims.
  7. INDEMNITY
  MMI shall reimburse Dragon Systems and hold Dragon Systems harmless from any liabilities or obligations imposed upon Dragon Systems resulting directly or indirectly from MMI's or its employees or agents activities under this Agreement.
   -2- 3 8. LIABILITY
  Either party shall be liable for failure or delay in performance of its duties under this Agreement except for reasons beyond such party's reasonable control. MMI shall not be liable for indirect or consequential damages unless caused by intention or gross negligence.
  9. CONFIDENTIALITY
  Both parties shall take reasonable precautions to preserve in strict confidence any confidential or proprietary information obtained by them, their agents or employees concerning the business, products, equipment or services of the other party, including without limitation, trade secrets. Such reasonable precautions shall include exercising precautionary measures designed to preserve the secrecy of such information and to prevent its disclosure to third parties, except following prior consent of the other party, with such precautions being at least equivalent to those taken by each party with respect to its own confidential information.
  10. PATENTS AND COPYRIGHT
  MMI warrants that the Services supplied to Dragon Systems will not infringe any third parties' intellectual property rights. MMI will defend and indemnity Dragon Systems against a claim that the Services supplied hereunder infringe a patent or copyright and will pay resulting costs and damages provided that Dragon Systems (i) promptly informs MMI in writing of the claim and (ii) gives MMI sole control of the defense and all related settlement negotiations. MMI will either procure the right for Dragon Systems to continue using the Services or replace or modify them so that they become non-infringing or accept return of the Services for a credit equal to the price paid by Dragon Systems.
  11. COPYRIGHT AND COPYRIGHT LICENSE
conversations.from: human
conversations.value: Next lines please.
conversations.from: assistant
conversations.value: Dragon Systems hereby grants MMI the rights to copy in printed or electronic form the master materials according to the forecasted numbers given to MMI by Dragon Systems.
  12. TERM AND TERMINATION
  This Agreement shall be valid for an indefinite period.
  Both parties may terminate the Agreement with immediate effect
  - - of either party breaches a material term of the Agreement
  - - in case of a merger or change of key management or control
  - - in case of bankruptcy or similar.
  Dragon may terminate this agreement without cause by giving sixty (60) days written notice to MMI.
   -3- 4 13. GOVERNING LAW
  Any lawsuit relating to any matter arising under this Agreement may be initiated in a State or Federal Court located in the Commonwealth of Massachusetts or in any court in the Netherlands having jurisdiction over the matter.
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: 14. INSURANCE
  MMI shall at its own expense obtain and maintain with an insurer adequate insurance coverage in respect of any Dragon Systems property under the care, custody or control of MMI. MMI shall immediately notify Dragon Systems in writing of any theft, loss or damage to any Dragon Systems property and shall indemnify Dragon Systems in respect of the same.
  MMI
  \s\ John Dick General Manager - ------------------------------------------------------- 19 Jan. 1998
  DRAGON SYSTEMS, INC.
  \s\ Janet M. Baker, President - ----------------------------------------------------- 12 Jan. 1998
   -4- 5 NaturallySpeaking
   Part Number Description 1,000 units 2,500 units 5,000 units 10,000 units 25,000 units 50,000 units - ---------------------- ------------------- ------------- ------------ ------------ ------------- ------------ -------------
   [**]
   -5- 6 Dictate Power
conversations.from: human
conversations.value: Next lines please.
conversations.from: assistant
conversations.value: Part Number Description 1,000 units 2,500 units 5,000 units 10,000 units 25,000 units 50,000 units - ---------------------- ------------------- ------------- ------------ ------------ ------------- ------------ -------------
   [**]
   -6- 7 Dictate Classic
   Part Number Description 1,000 units 2,500 units 5,000 units 10,000 units 25,000 units 50,000 units - ---------------------- ------------------- ------------- ------------ ------------ ------------- ------------ -------------
   [**]
   -7-
conversations.from: human
conversations.value: The name of the contract?
conversations.from: assistant
conversations.value: OUTSOURCING AGREEMENT
conversations.from: human
conversations.value: The two or more parties who signed the contract?
conversations.from: assistant
conversations.value: * MMI
  * MODUS MEDIA INTERNATIONAL
  * DRAGON SYSTEMS, INC.
  * DRAGON SYSTEMS
conversations.from: human
conversations.value: The date of the contract?
conversations.from: assistant
conversations.value: 19 Jan. 1998
conversations.from: human
conversations.value: The date when the contract is effective ?
conversations.from: assistant
conversations.value: 19 Jan. 1998
conversations.from: human
conversations.value: On what date will the contract's initial term expire?
conversations.from: assistant
conversations.value: This Agreement shall be valid for an indefinite period.
conversations.from: human
conversations.value: What is the renewal term after the initial term expires? This includes automatic extensions and unilateral extensions with prior notice?
conversations.from: assistant
conversations.value: I don't know. Can you provide more information?
conversations.from: human
conversations.value: Which state/country's law governs the interpretation of the contract?
conversations.from: assistant
conversations.value: Any lawsuit relating to any matter arising under this Agreement may be initiated in a State or Federal Court located in the Commonwealth of Massachusetts or in any court in the Netherlands having jurisdiction over the matter.
conversations.from: human
conversations.value: Is there an exclusive dealing  commitment with the counterparty? This includes a commitment to procure all “requirements” from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on  collaborating or working with other parties), whether during the contract or  after the contract ends (or both)?
conversations.from: assistant
conversations.value: I don't think so.
conversations.from: human
conversations.value: Can a party terminate this  contract without cause (solely by giving a notice and allowing a waiting  period to expire)?
conversations.from: assistant
conversations.value: Yes. Dragon may terminate this agreement without cause by giving sixty (60) days written notice to MMI.
conversations.from: human
conversations.value: Is there a clause granting one party a right of first refusal, right of first offer or right of first negotiation to purchase, license, market, or distribute equity interest, technology, assets, products or services?
conversations.from: assistant
conversations.value: No.
conversations.from: human
conversations.value: Does intellectual property created  by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?
conversations.from: assistant
conversations.value: It does not appear so.
conversations.from: human
conversations.value: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?
conversations.from: assistant
conversations.value: I don't think so.
conversations.from: human
conversations.value: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery?
conversations.from: assistant
conversations.value: Yes. MMI shall not be liable for indirect or consequential damages unless caused by intention or gross negligence.
conversations.from: human
conversations.value: What is the duration of any  warranty against defects or errors in technology, products, or services  provided under the contract?
conversations.from: assistant
conversations.value: Should MMI not supply the Services as agreed or should the Services become defective within 6 months from their delivery to Dragon Systems, Dragon Systems may at its option require MMI to complete or re-perform the Services within a reasonable period of time, rescind the contract or refuse payment of the compensation in part or in total, notwithstanding any damage claims.
conversations.from: human
conversations.value: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?
conversations.from: assistant
conversations.value: Yes. MMI shall at its own expense obtain and maintain with an insurer adequate insurance coverage in respect of any Dragon Systems property under the care, custody or control of MMI.