BILLING SERVICES AGREEMENT

1.1

The terms used in this Agreement, unless otherwise defined herein, shall have the meanings set forth in Attachment B.

1.2

This Agreement specifies the rights and obligations of each Party with regard to Verizon’s provisioning of billing Services to Idearc. All prior Billing and Collections and Billing Services Agreements between the Parties are hereby terminated on the Effective Date of this Agreement.

1.3

Idearc desires to purchase from Verizon the Services listed below (“Services”):

1.4

Services are provided pursuant to the terms and conditions of this Agreement, Verizon Policies, and Applicable Law. Should a conflict exist between the provisions contained in this

1.5

If Applicable Law requires that any of the Services provided pursuant to tariff shall no longer be offered under tariff and provided that it is otherwise permissible, the Parties agree to continue such Services under the rates, terms, and conditions set forth in this Agreement.

1.6

If Applicable Law requires that this Agreement be approved by a regulatory agency before the Agreement becomes effective, this Agreement, even if fully executed, shall not become effective in such jurisdiction until the first Business Day after such approval shall have been obtained.

2.1

Verizon shall perform the Services described in the Service Attachments as described in Section 1.3 and attached hereto and incorporated herein by reference. During the Term (as described in Section 5.1), Verizon, in its sole discretion may agree to provide additional Services to Idearc or to add additional Verizon Billing Regions by amendment to this Agreement. Such new Services and Verizon Billing Regions shall be deemed to be part of the Services or Verizon Billing Regions defined in this Agreement to the same extent as if they were originally part of this Agreement.

2.2

Verizon will provide to Idearc Services for Billing Records. Unless Verizon specifically agrees to do so in writing, Verizon shall not be obligated to provide Billing Service for any Miscellaneous Service, other products or services, call types or charges, including but not limited to recurring or non-recurring service fees, membership fees, charges for merchandise, catalogs, and political or charitable contributions. Miscellaneous Services are set forth in Verizon’s Policies as amended from time to time. It is Idearc’s responsibility to ensure that all Billing Records sent to Verizon for billing fully comply with Verizon’s Policies and applicable rules and regulations.

2.3

Idearc shall only submit charges for Miscellaneous Services that Verizon has agreed upon in writing and that comply with Applicable Laws and Verizon’s Policies. All Miscellaneous Services charges must be submitted to Verizon on the appropriate EMI record type.

2.4

Verizon, in its sole discretion, upon written notice to Idearc, may suspend or terminate Services to any CIC or Sub-CIC that engages the conduct described in subsections 2.4.1, 2.4.2, 2.4.3 and 2.4.4 below,

2.4.1 

Idearc submits unauthorized Miscellaneous Services in its Billing Records for inclusion on the End User bill;

2.4.2 

Verizon receives fifteen (15) or more Escalated Complaints during any calendar month from End-Users stating that they have been Crammed (i.e., billed for services or charges they did not authorize); or a Sub-CIC exceeds the thresholds for Complaints set forth in the BUG:

2.4.3 

Adjustment levels for charges related to Cramming, as determined by Verizon in its sole and absolute discretion, exceed fifteen percent (15%) of the amount billed to End-Users for two (2) consecutive months, or

2.4.4 

A federal or state agency files a complaint or initiates an investigation alleging unlawful cramming or billing activity, or is found by a court of competent jurisdiction or

state agency through its administrative judicial powers to have engaged in any unlawful activity.

3.1

Idearc represents and warrants that it:

3.1.1

is incorporated in the state of Delaware, and is currently in good standing with the Secretary of State and taxing authorities of such jurisdiction;

3.1.2

has full regulatory authority, if required, to conduct business as a telecommunications service provider or billing agent in each Verizon Billing Region where Services have been requested by Idearc;

3.1.3

maintains all applicable and requisite licenses, certificates, registrations, and authorizations;

3.1.4

will comply with, and require that all Sub-CICs for which it provides records will comply with, all Applicable Laws, regulations orders or other legislative or judicial mandate with respect to Verizon’s provision of Services under this Agreement; and

3.1.5

is financially capable of carrying out the duties and responsibilities required in this Agreement and will pay its bills when they become due.

3.2

Idearc represents and warrants that it shall NOT submit to Verizon for billing any of the following:

3.2.1

Billing Records other than Billing Records authorized to be submitted pursuant to a Service Attachment;

3.2.2

Billing Records Idearc does not own or, if Idearc is acting as a Clearinghouse for other telecommunication service providers, does not have the authority to act on behalf of the service provider including the right to sell the accounts receivable to Verizon;

3.2.3

Billing Records that include a per call or per minute charge (such as Audiotext services) that is greater than, or in addition to, the customary charge for the transmission of the call; unless (a) Service Attachment 3, (Pay-Per-Call Billing Service) is made a part of this Agreement and (b) the Billing Records comply with the terms and conditions of this Agreement. All such Billing Records related to the provisioning or use of Pay-Per-Call Billing Service must be submitted as a 900 NPA or other prefix or area code, or NY NPA with NXX call on an EMI Record Type 16 as set forth in Service Attachment 3 or such calls shall be considered prohibited charges under Section 3.2.3, Section 3.2.4 or Section 3.2.5 and shall be grounds for immediate termination of this Agreement.

3.2.4

Billing Records that were initiated through a toll free record type service access code (800, 888, 877, etc.) and result in a charge to the originator of that call upon call completion or call forwarding or call back for the purposes of circumventing Verizon’s Bill Block, Toll Block or Pay-Per-Call Block services or other prohibitions set forth in this Agreement;

3.2.5

Billing Records where Verizon, in its sole and absolute discretion, believes that the purpose of the call is to circumvent the FCC’s 900 Number Rules; or

3.2.6

Billing Records for Calling Card, collect, or third number calls unless the Billing Telephone Number for such calls has been validated through a line information data base service (LIDB) or such similar verification procedure.

3.2.7

Billing Records that contain unauthorized, misleading, or deceptive charges for products or services (See Attachment B Definitions - “Cramming”) or that are the result of PIC change(s) that are not authorized by the End-User (See Attachment B Definitions - “Slamming”).

3.3

Idearc represents and warrants that it shall NOT submit Billing Records to Verizon that contain charges for material deemed objectionable by Verizon, in its sole and absolute discretion, including, without limitation, any of the following:

3.3.1

Material that explicitly or implicitly refers to sexual conduct, or invites, describes, stimulates, excites, arouses or otherwise refers to sexual conduct or sexual innuendoes;

3.3.2

Material that contains indecent, obscene, or profane language;

3.3.3

Material that alludes to bigotry, racism, sexism, or other forms of discrimination;

3.3.4

Material that through marketing, advertising, content, or delivery is deceptive, misleading, unclear, or that may take unfair advantage of the elderly, minors or the general public;

3.3.5

Material that is prohibited by Applicable Law;

3.3.6

Material that reflects negatively upon Verizon;

3.3.7

Material that results in an unacceptable level of End-User complaints as determined by Verizon in its sole discretion; or

3.3.8

Material that Verizon deems unacceptable, inappropriate or objectionable.

3.4

Idearc represents and warrants that it will not suggest, recommend, counsel or advise any person on procedures or methods for circumventing Pay-Per-Call Block, Bill Block, or Toll Block services directly or through advertising or other direct or indirect contact with End-Users.

3.5

Idearc represents and warrants that it will not provide Verizon with any false or misleading information under this Agreement or any Attachment or Service Attachment, including but not limited to, any information regarding any CIC, ABEC, ACNA or Sub-CIC if Idearc knew or should have reasonably known of the false or misleading nature of the information at the time Idearc submits billing records to Verizon.

3.6

Verizon reserves the right to immediately terminate this Agreement or any CIC or Sub-CIC, without the right to cure, upon notice from any federal or state agency or governmental body, including but not limited to, the FCC, FTC, US Department of Justice, FBI, US or state attorney general or state public utility commission that Sub-CIC or its management are under an investigation by that agency or governmental body. Further, Idearc shall notify Verizon of any action or investigation taken by a governmental body relative to the foregoing.

3.7

Idearc represents and warrants that, under the terms of service to its Idearc End-Users, it is authorized to impose late payment charges on amounts billed by Verizon on its behalf. Idearc

authorizes Verizon to impose Verizon’s late payment charge on all such outstanding amounts which remain unpaid at the time the next Verizon bill is rendered, or at such other time of imposition as may be determined by Verizon.

3.8

Idearc represents and warrants that all Billing Records that it sends for billing shall be accurate as to date, call and record type, call length, calling number, and called number, and shall be in the format(s) specified in the applicable Service Attachment and/or by Applicable Law.

3.9

Idearc represents and warrants they shall maintain the telephone number for End-User Contact Referrals shown in Attachment D, provide, or require that Sub-CICs provide, adequate customer service personnel during Idearc’ specified business hours, that End-User inquiries and customer complaints will be resolved in a reasonable, responsive manner, and expeditious manner, including but not limited to a description of services. All End-User bills shall contain a toll free number answered by a live person during normal business hours that can answer all questions regarding the information on the End-User’s bill as well as provide information regarding the End-User’s account with the Sub-CIC.

3.10

Idearc represents and warrants its compliance with all regulatory requirements in all Verizon Billing Regions for which Verizon provides Services on Idearc’s behalf.

3.11

Idearc represents and warrants that all notices required under Applicable Law relating to Billing Records shall be sent in a timely manner.

3.12.

Idearc represents and warrants that it will screen and remove from Idearc record billing files submitted to Verizon, all billing records that do not comply with the requirements of Section 3.

3.13

In the event Idearc submits Billing Records in violation of Section 3, hereof, Verizon in its sole discretion may reject the Billing Records not yet billed or, if already billed, return the Billing Records to Idearc without further obligation on Verizon’s part including the right to refuse to bill for and accept the billing records of any Sub-CIC that generates excessive numbers of Complaints (defined in Attachment B) as set forth in Attachment F.

3.14

In addition to the termination rights and other remedies provided elsewhere in this Agreement, Verizon shall have the right to stop Services for any CIC, ACNA, ABEC or Sub-CIC for violations of Section 3.

4.1

Verizon shall treat each of Idearc’s CICs, ACNAs or ABECs as a separate set of Services, according to list of Services as set forth in Section 1.3. Idearc may add or delete CICs, ACNAs or ABECs upon ninety (90) days written notice to Verizon, without amendment to this Agreement.

4.2

Verizon will administer and provide separate PAR reports and Ancillary Bills for each of Idearc’s CICs, ACNAs and/or ABECs.

4.3

Idearc represents and warrants that it will perform due diligence, on a continuing basis, of all Sub-CICs for which it submits records to Verizon to determine Sub-CIC compliance with Section 3. Furthermore, Idearc shall conduct due-diligence on an ongoing basis to determine whether any new Sub-CIC for which Idearc submits Billing Records is associated with a Sub-CIC, or the management of the Sub-CIC that Verizon has requested Idearc terminate. Idearc shall immediately report the identity of any such Sub-CIC and shall, upon Verizon’s request, terminate such Sub-CIC at Verizon’s sole discretion. Idearc shall provide, at a minimum, the

following information regarding each Sub-CIC and update the information from time to time as applicable:

4.3.1

Corporate name

4.3.2

Address and phone

4.3.3

Names of all offices/principal management

4.3.4

Background and history of officers/principal management

5.1

Term

5.1.1

This Agreement shall remain in full force and effect for a period of three (3) years from the Effective Date (“Term”) with a one (1) year renewal term, unless otherwise terminated pursuant to the provisions contained in this Agreement.

5.1.2

With regard to California, this Agreement will not expire on the expiration date but will be automatically extended for a period if both Parties wish to enter into a new Agreement: (1) Ninety (90) Days from the expiration date or (2) until a new Agreement has been executed by the Parties, and filed and approved by an appropriate state regulatory agency.

5.1.3

The Term shall not be extended, expanded or renewed other than as defined in Sections 5.1.1 and 5.1.2 of this Agreement without amendment by the Parties.

5.2

Termination by Verizon

5.2.1

Verizon shall have the right to terminate this Agreement for cause upon the occurrence of an Event of Default, including:

5.2.1.1

A continuing and uncured material breach of the terms of this Agreement by Idearc or any Sub-CIC;

5.2.1.2

The filing for bankruptcy protection; insolvency; an assignment for the benefit of creditors; the refusal or inability to pay debts as they mature; or the appointment of a trustee or receiver for all or a substantial portion of Idearc’s assets;

5.2.1.3

A breach by Idearc or any Sub-CIC of any of the representations and warranties set forth in Section 3;

5.2.1.4

An excessive number of requests by Verizon to Idearc to deny Services to Idearc’s Sub-CICs due to excessive Cramming/Slamming Complaints as set forth in Attachment F.

5.2.1.5

A change of control of Idearc defined as any transfer, sale or disposition in any manner of greater than 25% of: (1) the capital or voting stock or securities of Idearc as a block; or (2) the composition of the board of directors or management of the company; or (3) the assets of Idearc not done in the ordinary course of business and without Verizon’s written consent.

5.2.2

Notice and Cure Period

5.2.2.1

Verizon shall give Idearc written notice of the occurrence of an Event of Default. Except as otherwise set forth herein, Idearc shall have thirty (30) Days from the date of such notice to cure the Event of Default. If the breach is not for the payment of money and is not physically capable of being cured within such thirty (30) Day period, Idearc shall submit a written plan within ten (10) Days to cure such breach. The plan must include the steps to be taken by Idearc to remedy such breach. The breach must be cured no later than sixty (60) Days after the receipt of Verizon’s notice of an Event of Default. If a breach is not cured within the thirty (30) Day period or (within sixty (60) Days for breaches not capable of being cured within thirty (30) Days), Verizon may, at its sole option, terminate this Agreement. Verizon shall be entitled to pursue all available remedies for such breach, including the remedies listed in Section 5.2.3.

5.2.3

Remedies

5.2.3.1

In the event that Idearc fails to cure the Event of Default as set forth in Section 5.2.2.1, Verizon is entitled to any or all of the following:

5.2.3.1.1

Terminate this Agreement upon ten (10) Days written notice to Idearc;

5.2.3.1.2

Recover from Idearc the cost of system development and installation, less the net salvage value of equipment and material either ordered, provided, or installed, plus any non-recoverable costs of system development and installation (including, but not limited to reinstatement of software, removal of system code, etc.) not to exceed the total development costs authorized in writing by Idearc and not previously paid; and

5.2.3.1.3

Recover from Idearc the Minimum Monthly Charge, as set forth in Attachment E, multiplied by the number of months remaining in the Term, following the last month Services are rendered.

5.3

Termination by Idearc

5.3.1

Idearc shall have the right to terminate this Agreement for cause upon the occurrence of an Event of Default, including:

5.3.1.1

A continuing and uncured material breach of the terms of this Agreement by Verizon (as set forth in Section 5.3.2 herein);

5.3.1.2

The filing for bankruptcy protection; insolvency; an assignment for the benefit of creditors; the refusal or inability to pay debts as they mature; or the appointment of a trustee or receiver for all or a substantial portion of Verizon’s assets;

5.3.1.3

A breach of any of the representations and reservations set forth in Section 8;

5.3.2

Notice and Cure Period

5.3.2.1 

Idearc shall give Verizon written notice of the occurrence of an Event of Default. Except as otherwise set forth herein, Verizon shall have thirty (30) Days from the date of such notice to cure the Event of Default. If the breach is not for the payment of money and is not physically capable of being cured within such thirty (30) Day period, Verizon shall submit a written plan within ten (10) Days to cure such breach. The plan must include the steps to be taken by Verizon to remedy such breach. The breach must be cured no later than sixty (60) Days after the receipt of notice. If a breach is not cured within the thirty (30) Day period or (within sixty (60) Days for breaches not capable of being cured within thirty (30) Days), Idearc may, at its sole option, terminate this Agreement. Idearc shall be entitled to pursue all available remedies for such breach, including the remedies listed in Section 5.3.3.1.

5.3.3 

Remedies

5.3.3.1 

In the event that Verizon fails to cure the Event of Default as set forth in Sections 5.3.2.1, Idearc is entitled to any or all of the following:

5.3.3.1.1 

Termination of this Agreement upon ten (10) Days written notice to Verizon.

5.3.3.1.2 

Recovery of a pro-rated refund of amounts paid, or credits for amounts due, as the case may be, to Verizon for the development of systems and procedures. This amount shall be calculated by dividing the total number of months remaining in the Term following the last month Services are rendered, by the total number of months in the Term and multiplying that result by the total actual development costs arising under this Agreement.

5.4

Termination without Cause

5.4.1 

Either Party may terminate this Agreement for any reason upon one hundred eighty (180) Days prior written notice.

5.4.2 

If Verizon raises its rates or charges set forth in Attachment E, Idearc may terminate this Agreement upon ninety (90) Days prior written notice to Verizon.

5.4.3 

In the event Verizon’s ability to provide the Services in the manner and under the terms set forth in this Agreement is prevented or substantially impaired by a Force Majeure (as defined in Section 25 herein), either Party may terminate this Agreement or any affected Service Attachment upon sixty (60) Days prior written notice to the other Party.

5.5

In the event of termination for any reason, Verizon shall be entitled to a return of its Purchase of Account Receivables (PARS) for any unbillable, uncollectible and Adjustment amounts that may be due and owing or that may accrue after termination.

5.6

Termination of this Agreement will not terminate Services that are offered pursuant to tariff in applicable jurisdictions.

5.7

The rights and obligations set forth in this Section 5 shall survive the termination of this Agreement.

6.1

Idearc authorizes Verizon to disconnect End-User service for nonpayment in accordance with Applicable Law, and Verizon Policy, as may be modified from time to time.

6.2

Verizon reserves the right to install Toll Blocking (blocking all outgoing toll calls), Pay-Per-Call Blocking (blocking all 900 numbers) or Bill Block (blocking billing of Miscellaneous Service Billing Records from service providers other than Verizon or the End-User’s PIC) on an End-User’s line at the End-User’s request or in accordance with Verizon Policy, system capability and Applicable Law.

7.1

All Proprietary Information disclosed by either Party during negotiations or during the Term of this Agreement shall be protected by the other Party in accordance with the terms of this Section 7.

7.2

The term “Proprietary Information” includes but is not limited to, all written, recorded, and machine-readable information, such as End-User information as set forth in Attachment C, Idearc system or new product specifications, and examinations or other information provided in tangible form to one Party by the other Party. All Proprietary Information must be marked as proprietary and/or confidential with the appropriate owner name, e.g., “Verizon Proprietary”, except that machine readable information shall be considered Proprietary without marking. Information disclosed orally shall not be considered to be Proprietary Information unless such information is reduced to writing by the providing Party and a copy is delivered to the receiving Party within thirty (30) Days after such oral disclosure. This writing shall also state the place and date of the disclosure, and the persons to whom the disclosure was made.

7.3

The receiving Party shall not be liable for inadvertent or accidental disclosure