1 Verso Technologies, Inc. Clarent Product Evaluation Agreement (Standard Sales Version) THIS CLARENT PRODUCT EVALUATION AGREEMENT (“Agreement”), is made and entered into as of ________, 200_ (the “Effective Date”), by and between Verso Technologies, Inc., a Minnesota corporation (hereinafter “Verso"), and _____________________ (hereinafter "Participant"), a corporation duly organized and existing under the laws of the ____________. For purposes of this Agreement, Verso and Participant are sometimes collectively referred to as “the Parties” or individually as “a Party.” This Agreement defines the terms and conditions under which Verso will loan certain Clarent brand equipment and/or software to Participant for evaluation purposes and the terms and conditions under which Participant agrees to purchase such equipment and/or software if they are not returned to Verso at the end of the evaluation as provided herein. In consideration of the mutual covenants and conditions contained in this Agreement, the parties agree as follows. 1. Equipment and Software: Verso agrees to loan the following Equipment and Software to Participant for evaluation purposes, subject to the terms and conditions of this Agreement: Clarent Part No. Description Quantity Price Extension Evaluation Period: The period beginning receipt of the Equipment and/or Software by Participant upon the expiring on [insert date – estimated to be 60 days from date of shipment]. Authorized Location (ship-to address): Name: ____________________________ Title: ____________________________ Address: ____________________________ ____________________________ Participant Contact: Name: ____________________________ Title: ____________________________ Address: ____________________________ ____________________________ Phone: ____________________________ Fax: ____________________________ Email: ____________________________ 2. Use of Equipment and Software: The Equipment and Software shall be used exclusively by Participant at the Authorized Location solely for the purpose of evaluating and testing the Equipment during the Evaluation Period. Verso and/or its licensors shall retain all and sole right, title and interest in and to the Equipment and Software, and Participant will not make any representation to the contrary nor permit any lien, claim or encumbrance on the Equipment. Participant shall not itself, nor shall Participant authorize or permit any other person or entity, to manufacture, adapt, rent, lease, lend, trade-in, create derivative works from, translate, reverse engineer, disassemble or decompile or otherwise modify the Equipment or Software or any portion thereof. 3. Software License: Verso hereby grants Participant a non-exclusive, nontransferable license to use the software products or programs, if any (the “Software”) shipped with or installed on the Equipment solely for the purpose of evaluating the Equipment during the Evaluation Period. Participant shall not sublicense, modify, create derivative works from, decompile, disassemble, translate, or reverse engineer the Software. Participant shall not copy the Software except for backup purposes and to install the Software. 4. Proprietary Rights: The Equipment, Software and any related documentation are the proprietary and confidential information of Verso and/or Verso’s licensors. Participant shall not distribute, disclose, or display the Equipment, 2 Software or related documentation to any person or entity, except that Participant may (a) disclose or display the Equipment and Software to the employees of Participant participating in the evaluation, or (b) demonstrate the Equipment and Software to Participant’s customers and potential customers as part of product demonstrations. Participant shall at all times protect and maintain the confidentiality of the Equipment, Software and related documentation and all trade secrets, proprietary or confidential information contained therein using at least the degree of care used by Participant with respect to its own proprietary and confidential materials, but in no event less than reasonable care. If Participant does not purchase the Equipment and the Software at the end of the Evaluation Period, Participant shall cease using the Equipment and the Software at the end of the Evaluation Period. Participant shall not remove any copyright, trademark or other intellectual property rights notice from the Equipment, Software or related documentation. Participant shall ensure that the Equipment and Software media is clearly and conspicuously marked “Property of Verso” at all times. Participant shall not disclose the results of its evaluation or testing to any third party (other than Participant’s customer or potential customer participating in the evaluation) without Verso’s prior written consent. 5. U.S. Government Restricted Rights: The Equipment, Software and documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of The Rights in Technical Data and Computer Software clause at DFARS § 252.227-7013 or subparagraphs (c)(1) and (c)(2) of the Commercial Computer Software--Restricted Rights at 48 CFR 52.227-19, and CFR 52.227-15, as applicable. Manufacturer is Verso Technologies, Inc., 300 Galleria Parkway, Suite 300, Atlanta, Georgia 30339 USA. 6. Participant’s Obligations at End of Evaluation Period/Contingent Purchase Obligation: Participant shall re-pack and return the Equipment and Software to Verso Technologies, Inc., 1221 W. Mineral Avenue, Littleton, Colorado 80120 USA in the original packaging and at Participant’s expense by a freight carrier arranged by Participant not later than seven calendar days after the end of the Evaluation Period (the “Return Deadline”). Time is of the essence in the performance of this agreement. Participant hereby agrees to purchase any Equipment and Software not returned to Verso by the Return Deadline without the need for any further action, approval, consent or agreement by Participant or Verso or prior notice by Verso, in accordance with the Verso’s standard terms of sale (the “Sale Terms”) and standard pricing. Verso will invoice Participant for the unreturned Equipment and Software at the prices set forth above, plus applicable taxes and any other charges, including, without limitation, any Field Support, Installation, Technical Support or Maintenance, which invoice shall be due upon receipt. The provisions of Sections 6, 7 and 8 of this Agreement shall be incorporated into the Sale Terms notwithstanding any provisions therein to the contrary. If Participant does not purchase a license for the Software, Participant shall destroy all copies of the Software, related documentation, or works derived therefrom immediately after the end of the Evaluation Period. Participant shall certify in writing in the space provided at the bottom of Participant’s copy of this Agreement that it complied with this requirement. 7. Disclaimer of Warranty: THE EQUIPMENT AND SOFTWARE IS PROVIDED TO THE USER ON AN “AS IS” BASIS, WITHOUT ANY WARRANTY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. THE USER ASSUMES THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE EQUIPMENT AND THE SOFTWARE. VERSO SHALL HAVE NO LIABILITY OR RESPONSIBILITY FOR DAMAGES OR LOSS RESULTING FROM OR IN ANY WAY CONNECTED WITH THE EQUIPMENT OR THE SOFTWARE. USER ACKNOWLEDGES THAT THE EQUIPMENT MAY BE NEW OR REFURBISHED TO LIKE-NEW CONDITION. VERSO IS UNDER NO OBLIGATIONS TO PROVIDE USER WITH FIELD SUPPORT, INSTALLATION, TECHNICAL SUPPORT OR MAINTENANCE FOR THE EQUIPMENT OR SOFTWARE DURING THE EVALUATION PERIOD AND ANY OF THE FOREGOING, IF PROVIDED, MAY BE DISCONTINUED BY VERSO AT ANY TIME WITHOUT PRIOR NOTICE AND ARE SUBJECT TO THE SAME DISCLAIMERS OF WARRANTY AND LIMITATIONS ON LIABILITY PROVIDED HEREIN. 8. Liability: VERSO SHALL NOT BE LIABLE FOR INDIRECT, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS, OR LOST BUSINESS. VERSO’S TOTAL LIABILITY TO THE USER FOR BREACH OF CONTRACT AND FOR ALL OTHER CLAIMS OF ANY NATURE, INCLUDING TORT CLAIMS, ARISING IN CONNECTION WITH THIS AGREEMENT, OR THE EQUIPMENT OR THE SOFTWARE, SHALL NOT EXCEED US$100, OR, IF THE EQUIPMENT AND SOFTWARE IS PURCHASED BY USER, THE AMOUNT PAID BY USER. 9. Damage to Equipment: Participant shall be fully responsible for any damage or injury to the Equipment that arises from the time the Equipment is delivered to Participant until the Equipment is received back by Verso. Participant shall bear all risk of loss to the Equipment or Software during such period. Participant shall reimburse Verso for any damage to or loss of the Equipment or Software that occurs during such period immediately upon receipt of an invoice from Verso. Participant shall immediately notify Verso of any such damage or loss. 3 10. General Terms: Participant shall not assign or transfer this Agreement or any rights hereunder. Any such assignment or transfer is void. In the event of the partial or complete invalidity of any clause of this Agreement, the remaining provisions of this Agreement shall continue in full force and effect. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia. Participant agrees that it is subject to the jurisdiction of the courts located in Fulton Country, Georgia and to exclusive venue of such courts for any disputes arising hereunder. Verso shall have the right to end the Evaluation Period immediately and without prior notice in the event of any breach by Participant. This Agreement may only be modified by written amendment signed by authorized representatives of Verso and Participant. This Agreement may be signed in one or more counterparts. All notices to Participant or Verso shall be delivered to the address specified under Participant Contact on page 1 and all notices to Verso shall be delivered to Verso’s corporate headquarters, addressed to Verso Technologies, Inc., 400 Galleria Parkway, Suite 300, Atlanta, GA 30339, USA, Attention Credit Manager. FAX signatures to this agreement will be effective as originals. IN WITNESS WHEREOF, the Parties have caused this Clarent Product Evaluation Agreement to be executed as of the Effective Date by their duly authorized representatives as set forth below. Participant: ______________________ VERSO TECHNOLOGIES, INC. Signature: Signature: Name: Name: Title: Title: Date: Date: [Signature page to Clarent Product Evaluation Agreement] Form Revision Date: 22 April 2003