1 EXHIBIT 10.3 SOFTWARE LICENSE AND MAINTENANCE AGREEMENT This Software license and maintenance agreement ("Agreement") is entered into effective as of August 4, 1997 (the "Effective Date") by and between D2 Technologies, Inc., a California corporation with offices at 104 West Anapamu Street, Santa Barbara, CA 93101 ("D2"), and Summa Four Inc., a Delaware corporation with offices at 25 Sundial Avenue, Manchester, New Hampshire 03103-7251 ("LICENSEE"). WHEREAS, D2 has previously developed certain software and designs capable of performing certain voice processing functions; WHEREAS, LICENSEE is developing a product which requires certain software functions and designs capable of performing certain voice processing functions; WHEREAS, D2 desires to license to LICENSEE certain of its software technology for use in connection with Licensee's products: WHEREAS, D2 is further willing to provide certain maintenance and support services to LICENSEE in relation to such software technology; NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows: 1. DEFINITIONS 1.1 "Licensed Technology" shall mean software licensed to LICENSEE by D2 as listed in Exhibit A. 1.2 "DSP" shall mean digital signal processing. 1.3 "Runtime License Fee" shall have the meaning set forth in Article 2.2(iii). 1.4 "Specifications" shall mean D2's specifications of the Licensed Technology which are attached hereto as Exhibit A. 1.5 "Update" shall mean a new release of a software product which typically includes bug fixes and/or minor feature changes, but does not include substantial new functionality. Software License D2 Technologies, Inc. and Maintenance Agreement August 4, 1997 CONFIDENTIAL 2 1.6 "New Version" in this Agreement shall mean a new release of Licensed Technology that provides significant performance enhancements, including new releases of software product optimized for different members of the same DSP processor family which is based on the same core architecture and instruction set. 1.7