Software License Agreement

CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED

SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT

HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.





SOFTWARE LICENSE AGREEMENT



OKIDATA CORPORATION



JETFAX, INC.



Effective Date: September 30, 1996

SOFTWARE LICENSE AGREEMENT



TABLE OF CONTENTS





Paragraph Page

- --------- ----

1. DEFINITIONS................................. 3

2. SUPPLIER WARRANTIES......................... 5

3. GRANT OF LICENSE............................ 6

4. DUTIES OF SUPPLIER.......................... 8

5. COMPENSATION................................ 8

6. INTELLECTUAL PROPERTY PROTECTION............ 9

7. TERMINATION................................. 11

8. TERM........................................ 12

9. LIMITATION OF LIABILITY..................... 13

10. MISCELLANEOUS............................... 13

11. SURVIVAL.................................... 14



SCHEDULES:



A SPECIFICATION

B SUPPLIER DOCUMENTATION

C ROYALTIES

D CUSTOM MODIFICATIONS

E DELIVERY

F MAINTENANCE

G CONFIDENTIALITY

H TRADEMARK USAGE

I ODC MFF Products







SOFTWARE LICENSE AGREEMENT





This Software License Agreement (the "Agreement") is entered into by and between:



JetFax, Inc. ("Supplier"), a California corporation having its principal business address at 1374 Willow Road, Menlo Park, CA 94025-1430, USA; and,



Oki Data Corporation ("ODC"), a Japanese corporation, having its principal business address at 4-11-22 Shibaura, Minato-ku, Tokyo 108, Japan.





A. Supplier is currently developing certain multi functional software

referred to in portions of this Agreement as JetSuite(TM), in "Light"

and "Pro" versions.



B. ODC wishes to have JetSuite customized by Supplier to permit its

operation with ODC's Multi Functional Peripheral Interface, and

Supplier wishes to perform such customization for ODC.



C. Supplier wishes to grant to ODC and ODC wishes to obtain from Supplier

a non-exclusive worldwide license to distribute object code versions

of JetSuite, as customized, together with supporting documentation, to

purchasers of certain ODC multi functional products.



NOW THEREFORE, in consideration of the mutual promises and covenants set forth herein, Supplier and ODC agree as follows:



1. DEFINITIONS



As used herein, the following terms shall have the meanings set forth in

this Paragraph:





1.1 "SOFTWARE". That group of computer programs developed by or

provided by Supplier known as "JetSuite(TM)", including the versions

customized hereunder by Supplier for ODC's Multi Functional Peripheral

Interface, which is more fully described in the Specification, together

with all Maintenance Modifications thereto.



1.2 "SPECIFICATION". The description of the design and function of

the Software contained in Schedule A, attached hereto and incorporated



1.3 "AFFILIATE". A corporation, company, or other entity in which a

party hereto owns, directly or indirectly, a beneficial interest of fifty

percent (50%) or more, or which, directly or indirectly, owns a beneficial

interest in fifty percent (50%) or more in such party or which directly or

indirectly controls such party, or is directly or indirectly controlled by,

or under common control with, such party and/or the parent company of such

party. For the purpose of this definition, the term "controls", "controlled

by", or "under common control with", as used with respect to any

corporation, company or other entity, means the possession, directly or

indirectly, of the power to direct or cause the direction of the management

and policies of such corporation, company or other entity, whether through

the ownership of voting securities, or by contract, or otherwise.



1.4 "SUPPLIER DOCUMENTATION". The documentation, prepared by Supplier

in machine-readable form, of the design and operation of the Software, as

listed and described in Schedule B attached hereto and incorporated herein.



1.5 "ODC DOCUMENTATION". A derivative work of Supplier Documentation

prepared by ODC, or its sublicensees, by editing, reorganizing, and

expanding the Supplier Documentation into the format and trade dress deemed

appropriate by ODC, or its sublicensees, for purposes of marketing the ODC

MFF Products.



1.6 "DOCUMENTATION". A term that includes both Supplier Documentation

and ODC Documentation.



1.7 "ERROR". A defect in the Software which causes the Software not to

operate substantially in accordance with the Specification, or a mistake in

the Supplier Documentation which causes such a result, or which

substantially misleads the reader in the operation or maintenance of the



1.8 "MAINTENANCE MODIFICATION". A modification or revision to the

Software made by Supplier that (i) corrects an Error, (ii) supports a new

release of an operating system designated in the Specification with which

the Software is designed to operate; or, (iii) make enhancements or

improvements in efficiency or effectiveness, or constitutes





any other change made at the option of Supplier for the convenience of

Supplier, within existing functions without adding new features.



1.9 "ODC MFF PRODUCTS". Multi function hardware products and associated

software developed by or provided by ODC that makes use of ODC's Multi

Functional Peripheral Interface as more fully described in Schedule I.



1.10 "END-USER". A third party using the Software and Documentation for

ordinary and customary business and personal use and not for



1.11 "RESELLER". A third party, such as distributor, dealer or private

label supplier, in ODC's chain of distribution that distributes the

Software and Documentation to other Resellers or to End Users.



1.12 REVENUE UNIT". One unit, determined for royalty purposes, as

described in Schedule C, attached hereto and incorporated herein.



1.13 "NON-REVENUE UNIT". One unit, determined for royalty purposes, as

described in Schedule C.



1.14 "MAINTENANCE SOURCE CODE". Source Code of certain portions of the

Software made available to ODC for maintenance purposes pursuant to

Paragraph 4.1 of this Agreement, as described in Schedule D.



1.15 "ODC-SUPPLIED SOFTWARE". Certain software of ODC, in object code

form, made available to Supplier to assist in its customization effort on

behalf of ODC, as described in Schedule D.



2. SUPPLIER WARRANTIES



2.1 Ownership. Supplier warrants that is owns (and to the extent

developed during the term of this Agreement, that it will own) or otherwise

has the full and complete right to license (and to the extent developed

during the term of this Agreement, that it will have the full and complete

right to license) the Software and Supplier Documentation and that there

are no claims, liens or clouds on such title or such rights.



2.2 Conformance With Specifications. Supplier warrants that the

Software and Supplier Documentation shall comply in all material respects

with the Specification and shall function on the machines and with the

operating systems identified in the Specification.



2.3 Preservation of Intellectual Property Rights. Supplier warrants

that the





Software and Supplier Documentation, or any portions thereof, have not been

published or made available outside of Supplier without appropriate

proprietary or copyright notices where required to preserve Supplier's

ownership and proprietary rights therein.



2.4 Warranty Disclaimer. SUPPLIER MAKES NO WARRANTIES, OTHER THAN THOSE

SET FORTH IN THIS PARAGRAPH 2, WHETHER EXPRESS OR IMPLIED, AND SPECIFICALLY

DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR

PURPOSE OR THAT THE SOFTWARE, INCLUDING THE CUSTOM SOURCE CODE, WILL RUN

ERROR-FREE. ODC has provided the opportunity under this Agreement to test

and evaluate the Software and is responsible for determining the

suitability of the Software for its purposes.



2.5 Remedy Limitation. ODC's sole remedy against Supplier for breach of

warranty of Paragraph 2.2 of this Agreement shall be to request a

Maintenance Modification and, if such Maintenance Modification is not

effected so as to correct the Error, to terminate this Agreement. The

foregoing limitation of remedies shall not apply to the enforcement of

ODC's right to damages or equitable relief for breach of the warranties

contained in Paragraphs 2.1 and 2.3 hereof, to enforcement of the

indemnities set forth in this Agreement, or to any remedies either party

may seek with respect to infringement of its trademarks, trade names, or

other intellectual property rights.



3. GRANT OF LICENSE.



3.1 Software. Supplier grants to ODC a nonexclusive, non-transferable

worldwide right and license, in compliance with the terms of this

Agreement, to reproduce the Software for inclusion in the ODC MFF Products,

in object code form only, and to market and distribute copies of the

Software, as included in the ODC MFF Products, in object form only, to its

Affiliates, Resellers and End Users under sublicenses that comply with

Paragraphs 6.4, 6.5 and 6.7 hereof.



3.2 Documentation. Supplier grants to ODC a nonexclusive, non-

transferable worldwide right and license, in compliance with the terms of

this Agreement, to copy the Supplier Documentation, to prepare ODC

Documentation as a derivative work thereof, and to copy and distribute the

ODC Documentation as part of the ODC MFF Products to its Affiliates,

Resellers and End Users under sublicenses that comply with Paragraphs 6.4,

6.5 and 6.7 hereof.



3.3 Demo Units. Supplier grants to ODC a nonexclusive, non-transferable

worldwide right and license, in compliance with the terms of this

Agreement, to make a total of [*] demonstration and training copies of

the Software and associated ODC Documentation for use by ODC and its sales

force in demonstration and training







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SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT

HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.









activities. Each such demonstration and training copy shall be prominently

marked with a legend stating "Demonstration and Training Copy--No Sale,

Transfer or Copying Authorized."



3.4 Maintenance Source Code. Supplier grants to ODC a nonexclusive non-

transferable, royalty-free internal company license to use and copy the

Maintenance Source Code, at a secure ODC site, for the limited purposes of

enabling ODC employees: (i) to understand its design, structure and

interface with the ODC MFF Products; and, (ii) when and to the extent

permitted under this Agreement, to correct Errors and to make other

maintenance modifications.



EXCEPT AS SET FORTH IN THIS SUBPARAGRAPH 3.4, ODC HAS NO RIGHT TO USE,

DISCLOSE, MODIFY, TRANSFER, SUBLICENSE OR OTHERWISE DISTRIBUTE THE

MAINTENANCE SOURCE CODE, AND ODC SHALL PROTECT THE MAINTENANCE SOURCE CODE

UNDER ALL PROVISIONS FOR CONFIDENTIALITY UNDER THIS AGREEMENT.



3.5 Trademarks. Supplier grants to ODC a non-exclusive, non-

transferable, worldwide, royalty-free right to use and reproduce certain of

Supplier's logos, trademarks and servicemarks in connection with the

distribution and promotion of the ODC MFF Products. ODC agrees to use such

logos, trademarks and servicemarks in a manner approved by Supplier and

consistent with Schedule H, attached hereto and incorporated herein.



3.6 Compliance. The licenses granted to ODC hereunder extend to its

Affiliates and any third party approved by Supplier; provided, however,

that ODC represents and warrants that such sublicensed Affiliates and third

parties shall be bound fully by the terms and conditions of this Agreement.



3.7 Cooperation. Supplier agrees to deliver to ODC all such duly

executed instruments (to be supplied by ODC) of license, application papers

and rightful oaths as are (i) necessary to vest in ODC, or any designee of

ODC, the foregoing rights in the Software Documentation, and (ii) necessary

or useful in enforcing and defending such rights.



3.8 Commencement. The license grants made by Supplier under this

Paragraph 3 shall be deemed made as of the Effective Date of this



3.9 Product Configuration. [*]







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SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT

HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

[*]

(ii)





4. DUTIES OF SUPPLIER



4.1 Custom Modifications. Supplier shall develop certain custom

modifications to its JetSuite software to permit it to operate in the

environment of the ODC MFF Products and ODC's Multi Functional Peripheral

Interface on a schedule and for compensation, the terms of which are

described in Schedule D, attached hereto and incorporated herein.



4.2 Deliverables. Supplier shall furnish to ODC copies of the Software,

Maintenance Source Code and Supplier Documentation incorporated herein.



4.3 Maintenance. Supplier shall maintain the Software and the Supplier

Documentation on terms and for compensation as set forth in Schedule F

attached hereto and incorporated herein.



4.4 Technical Assistance and Training. Supplier agrees to provide, at no

additional costs to ODC, up to 20 hours of technical assistance and

training, at times and places to be designated by ODC, for the purpose of

transferring the Software to ODC and training selected ODC personnel, and,

if requested by ODC, ODC licensees, in the application, use and maintenance

of the Software. Supplier represents that Supplier has sufficient trained

personnel to perform the foregoing. In the event such technical assistance

and training sessions take place at a location other than Supplier's

facility in Menlo Park, ODC will reimburse Supplier for its reasonable

authorized travel and living expenses according to ODC's then current

practices, with receipts to be provided to ODC for all expenses in excess

of $25.00 US.



4.5 Option. Supplier agrees to offer to ODC the option to license any

multi-function software product Supplier may develop that it offers for

license on a non-exclusive basis, including any upgraded version of

JetSuite, on terms, except prices, similar to those set forth in this

Agreement. ODC shall have sixty (60) days, following any such offer by

Supplier, to respond with an expression of interest or no interest in

accepting such a license.



5. COMPENSATION



5.1 Royalties. In consideration of the rights and licenses conveyed

herein to ODC in and to the Software and Documentation, as well as the

obligations to be performed by





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SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT

HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.





Supplier hereunder, ODC agrees to compensate Supplier (i) for the custom

modifications addressed in Paragraph 4.1 hereof on the terms set forth in

Schedule D; and (ii) in accordance with the royalties and other terms set

forth in Schedule C.



5.2 Demo Units. Unless specifically provided otherwise in Schedule C, no

royalty shall be due or payable with respect to the [*] copies of the

Software and the ODC Documentation licensed pursuant to Paragraph 3.3

hereof, provided each such copy is marked "Demonstration and Training

Copy--No Sale, Transfer or Copying Authorized" and is used only for

demonstration and training purposes.



5.3 Reporting. ODC shall keep accurate and complete records of all

copies made of the Software and the description of such copies. ODC shall

allow an independent certified public accountant, chosen and paid by

Supplier, at reasonable intervals and during normal business hours of ODC,

to examine all books and records relating to the copying, distribution, and

sublicensing of the copies of the Software and ODC's Documentation for

purposes of determining royalties that have accrued. ODC shall deliver to

Supplier within sixty (60) days following the end of each quarter of ODC's

fiscal year, a written report showing the number of copies of the Software,

identifying Revenue Units and Non-Revenue Units, distributed by ODC during

the preceding period.



5.4 Payment. Payments to Supplier for royalties and for custom

modifications shall be made by ODC on the terms set forth in Schedules C

and D respectively.



6. INTELLECTUAL PROPERTY PROTECTION



6.1 Supplier Ownership. Title to and ownership of the Software and

Supplier Documentation, including the Maintenance Source Code, as well as

any modifications thereto made during the term of this Agreement, shall at

all times remain with Supplier, and ODC shall not be deemed to have

acquired hereby any title or ownership therein.



6.2 ODC Ownership. Title to and ownership of the ODC-Supplied Software,

as well as any modifications thereto made during the term of this

Agreement, shall at all times remain with ODC, and Supplier shall not be

deemed to have acquired any title or ownership therein. Supplier shall not

disclose, transfer, sublicense or otherwise distribute the ODC-Supplied

Software to any third party in any form.



6.3 Confidentiality. The parties have entered into a Proprietary Rights

and Non Disclosure Agreement effective March 25, 1996 ("Confidentiality

Agreement"), attached hereto and incorporated herein as Schedule G, which

expires by its terms one year following the effective date. The parties

hereby agree that the expiration date of the Confidentiality Agreement

shall be extended so that it expires on the expiration date of this

Agreement. All other provisions of the Confidentiality Agreement are

unchanged and in full force and effect.







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HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.





6.4 ODC Protection. ODC shall take, and shall require its sublicensees

to take, all reasonable precautions, including those specifically requested

by Supplier, necessary to protect and preserve the rights of Supplier in

and to the Software and Supplier Documentation. In this connection,

notwithstanding the "sale" or "transfer" of the ODC MFF Products, each

transfer by ODC or its sublicensees of the Software and/or Supplier

Documentation to an End User shall be pursuant to a written End User

License Agreement, the form of which is approved by Supplier.



6.5 Marketing. The Software shall be marketed on a joint logo basis in

the trade dress of ODC, or its sublicensees, with a byline identifying

Supplier. ODC Documentation shall contain the following notice after the

title of the Program:



"JetSuite(TM), a trademark of JetFax, Inc.; Copyright (C) 19__ JetFax,

Inc., edited and distributed by [ODC or sublicensee] under license. All

------------------

rights reserved"



The year of copyright shall be as ...