BRANDING AGREEMENT

CoBranding Agreement

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IDEARC INC. | VERIZON LICENSING COMPANY | IDEARC MEDIA CORP.

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Title: BRANDING AGREEMENT
Governing Law: New York Date: 11/21/2006

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Exhibit 10.4

EXECUTION COPY

BRANDING AGREEMENT

between

VERIZON LICENSING COMPANY

and

IDEARC MEDIA CORP.

November 17, 2006

BRANDING AGREEMENT

This Branding Agreement (the “ Branding Agreement ”), dated as of November 17, 2006, is between Verizon Licensing Company, a Delaware corporation (“ Licensor ”), and Idearc Media Corp., a Delaware corporation (“ IMC ” or “ Licensee ”) (Licensor and Licensee being hereinafter referred to individually as a “ Party ” and collectively as the “ Parties ”).

WHEREAS, Licensor is the owner of, or has a valid license to use and sublicense the use of, the trademarks, service marks, domain names, slogans, geographical indications, trademark designs, logos and trade names identified on Schedules A, B and C attached hereto and hereby made a part of this Branding Agreement (the “ Licensed Marks ”);

WHEREAS, Verizon Communications Inc. (“ Parent ”) and Idearc Inc. (“ Spinco ”) have entered into the Distribution Agreement, dated as of November 13, 2006 (the “ Distribution Agreement ”), pursuant to which ( i ) Parent shall separate the Spinco Assets (as defined in the Distribution Agreement) from the Verizon Assets (as defined in the Distribution Agreement), ( ii ) in exchange for the contribution to Spinco, directly or indirectly, of the Spinco Assets, Spinco shall issue to Parent the Spinco Common Stock (as defined in the Distribution Agreement) and distribute to Parent the Spinco Exchange Debt (as defined in the Distribution Agreement) and cash and ( iii ) Parent shall distribute all of the issued and outstanding shares of Spinco Common Stock to Parent’s stockholders;

WHEREAS, IMC, Parent and Verizon Services Corp. (“ Verizon ”) have entered in to Publishing Agreement, dated as of the date hereof, (the “ Publishing Agreement ”) pursuant to which IMC is willing to fulfill the Publishing Obligations (as defined in the Publishing Agreement) of the Parent on the terms and conditions set forth in the Publishing Agreement;

WHEREAS, for a limited period of time following the closing of the transactions described in the Distribution Agreement (such date, the “ Closing Date ,” and such event, the “ Closing ”), Licensee desires to obtain a nonexclusive, limited license to phase out use of the Licensed Marks identified in Schedule A (the “ Licensed Schedule A Marks ”) in connection with the conduct of the Business (as defined below);

WHEREAS, following the Closing, Licensee desires to obtain an exclusive, limited license to continue to use the Licensed Marks identified in Schedule B (the “ Licensed Schedule B Marks ”) in connection with the printing and distribution of the Primary Directories (other than Internet Services) and a nonexclusive, limited license to continue to use the Licensed Schedule B Marks in connection with the printing and distribution of Special Directory Products (defined below);

WHEREAS, following the Closing, Licensee desires to obtain a nonexclusive, limited license to continue to use the Licensed Marks identified in Schedule C (the “ Licensed Schedule C Marks ”) in connection with the conduct of portions of the

Internet Services in the delivery of Directory Products in electronic media; and

WHEREAS, in connection with and furtherance of, and as consideration for, the performance by Licensee of its obligations under the Publishing Agreement, Licensor is willing to grant Licensee the aforementioned limited licenses to use the Licensed Marks in connection with the conduct of the Business but only for so long and to the extent that Licensee performs the Publishing Obligation pursuant to the Publishing Agreement, and upon the following terms and conditions.

AGREEMENT

In consideration of the mutual promises contained herein and intending to be legally bound, the Parties agree as follows:

1.	Definitions .

Capitalized terms used but not defined herein have the meanings assigned to them in the Intellectual Property Agreement (as defined below). Other capitalized terms, as used herein, have the meanings set forth below or in the body of this Branding Agreement.

“ Activity Default Notice ” is defined in Section 11(d)(v).

“ Affiliate ” is defined in the Publishing Agreement.

“ Business ” means the business of publishing and providing directory products and services, consisting principally of searchable (e.g., by alphabet letter or category) multiple wireline telephone listings and classified advertisements primarily of Persons located in the Territory that are targeted primarily at and distributed primarily to end users located in the Territory in tangible media (e.g., paper directories), electronic media (e.g., Internet) and digital media (e.g., PDA download) and soliciting and entering into agreements with advertisers to place advertising in the foregoing directory products; provided, however, the foregoing shall not include directory products and services comprised primarily or substantially of wireless telephone listings.

“ Business Day ” means a day (excluding Saturday and Sunday) on which banks generally are open for the transaction of business in New York, New York.

“ Closing ” is defined in the Recitals of this Branding Agreement.

“ Closing Date ” is defined in the Recitals of this Branding Agreement.

“ Directory Product ” means a telephone directory product consisting principally of searchable (e.g., by alphabet letter or category of products or services) multiple wireline telephone listings and/or classified advertisements that is delivered or otherwise made available to end users in tangible media (e.g., paper directories, CD-ROM) or digital media (e.g., PDA download).

“ Expanded License Area ” or “ ELA ” is defined in Section 2(b)(iii) of this Branding Agreement.

“ ILEC ” means an incumbent local exchange carrier.

“ IMC ” is defined in the Preamble of this Branding Agreement.

“ Intellectual Property Agreement ” means the Intellectual Property Agreement dated as of the Closing by and between Verizon Services Corp. and Spinco.

“ Internet Services ” means the marketing, advertising, sale and/or provision of services offered by Company as of the Effective Date, delivered over wireless networks to the handsets of end users, which are known as “SuperPages On the Go” services.

“ Licensee ” is defined in the Preamble of this Branding Agreement.

“ Licensed Marks ” is defined in the Recitals of this Branding Agreement.

“ Licensed Schedule A Marks ” is defined in the Recitals of this Branding Agreement.

“ Licensed Schedule B Marks ” is defined in the Recitals of this Branding Agreement.

“ Licensed Schedule C Marks ” is defined in the Recitals of this Branding Agreement.

“ License Term ” means the Section 2(a) License Term, the Section 2(b) License Term, and/or the Section 2(c) License Term, as applicable.

“ Licensor ” is defined in the Preamble of this Branding Agreement.

“Non-Compete Agreement” means the Non-Competition Agreement entered into as of the date hereof between Parent and IMC.

“ Person ” is defined in the Publishing Agreement.

“ Primary Directories ” is defined in the Publishing Agreement. Without limiting the foregoing, Primary Directories shall also include: (i) any Directory Product Licensee is required to Publish pursuant to the terms of the Publishing Agreement; and (ii) any underlay or overlay (as such terms are generally used in the telephone directories publishing business) print Directories Products that cover all or a portion of a geographic area covered by a Primary Directory.

“ Publish ” or “ Publisher ” is defined in the Publishing Agreement.

“ Publishing Agreement ” is defined in the Preamble of this Branding Agreement.

“ Related Agreements ” means the Intellectual Property Agreement, the Software Support and License Agreement, the Publishing Agreement, the Branding Agreement and the Transition Services Agreement.

“ Restricted Activity Default ” is defined in Section 11(d)(v).

“ Section 2(a) License ” is defined in Section 11(a) of this Branding Agreement.

“ Section 2(a) License Term ” is defined in Section 11(a) of this Branding Agreement.

“ Section 2(b) License ” is defined in Section 11(b) of this Branding Agreement.

“ Section 2(b) License Term ” is defined in Section 11(b) of this Branding Agreement.

“ Section 2(c) License ” is defined in Section 11(c) of this Branding Agreement.

“ Section 2(c) License Term ” is defined in Section 11(c) of this Branding Agreement.

“ Service Area(s) ” is defined in the Publishing Agreement.

“ Special Directory Products ” means Directory Products (other than Primary Directories) (i) in any Service Area of a type in existence, or substantially similar to those in existence, as of the Closing Date in such Service Area, (ii) in any geographic area in which a Subsidiary of Parent is not the ILEC and Licensee is Publishing Directory Products as of the Closing Date, of a type in existence, or substantially similar to those in existence, as of the Closing Date in such geographic area (as set forth on Schedule A-1), (iii) in the geographic areas set forth in Schedule A-2 (attached hereto) of a type in existence, or substantially similar to those in existence, as of the Closing Date in any area set forth on Schedule A-1, provided that any such geographic area(s) shall be removed from Schedule A-2 to the extent Company has not published a tangible media Directory Product in substantially all of such geographic area using the Licensed Schedule B Marks within eighteen (18) months of the Effective Date, (iv) in an Expanded License Area pursuant to the terms of Section 2(b)(iii), or (v) as may be approved in writing by Licensor for designated geographic areas during the term of this Branding Agreement.

“ Spinco ” is defined in the Recitals of this Branding Agreement.

“ Standards ” is defined in Section 4 of this Branding Agreement.

“ Subsidiary ” means, with respect to any Person, any Person in which such Person has a direct or indirect equity or ownership interest in excess of 50%.

“ Telecommunications Services ” is defined in Section 11(d)(v) of this Branding Agreement.

“ Territory ” means (A) with respect to tangible media Directory Products, the then current Service Area(s); and (B) with respect to digital media Directory Products and Internet Services, the United States of America, excluding its territories or possessions, in each case as modified, from time to time, pursuant to: (i) Section 3.9 of the Publishing Agreement; (ii) any partial termination/cancellation pursuant to Section 11 hereof of the licenses granted hereunder; (iii) any termination of the Non-Competition Agreement pursuant to Section 4.2(e) of the Non-Compete Agreement and (iv) any termination/cancellation of a Service Area(s) pursuant to Section 6.2(e) of the Publishing Agreement.

“ Transition Services Agreement ” means the transition services agreement dated as of between Verizon Information Technology LLC and Spinco.

“ Video Services ” is defined in Section 11(d)(v) of this Branding Agreement.

2.	Grant of Licenses and Rights .

(a)

Subject to previously granted rights and licenses, if any, and subject to the terms and conditions of this Branding Agreement (including the Section 2(b) License and Section 2(c) License), and effective upon the Distribution (as defined in the Distribution Agreement), Licensor hereby grants to Licensee and to Licensee’s Subsidiaries a limited, personal, royalty-free, fully paid-up, nonexclusive and nontransferable right and license for Licensee and its Subsidiaries to use the Licensed Schedule A Marks in connection with the conduct of the Business (which, solely for purposes of this Section 2(a), will include all products and services sold by Licensee which, as of the Effective Time, use the Licensed Schedule A Marks, wherever sold by the Licensee in the United States Time) during the period of time set forth in this Section 2(a):

(i)

Licensee shall cease and shall cause the Subsidiaries of the Licensee to cease, immediately, but not later than sixty (60) calendar days after the Closing Date, any and all use of the Licensed Schedule A Marks in any fashion or combination on stationery, contracts, purchase orders, agreements and other business forms and writings which could result after the Closing Date in a legal commitment of or which could reasonably result in causing any Person to believe it had obtained a legal commitment from any of Verizon Communications Inc. or any of its Affiliates. Licensee shall cease and shall cause the Affiliates of Licensee to cease, immediately after the Closing Date, any use of the Licensed Schedule A Marks in any fashion or combination, as well as of any other designation indicating affiliation after the Closing Date with any of Verizon Communications Inc. or any of its Affiliates, other than as expressly permitted by Sections 2(b) and 2(c) hereof. As promptly as possible, but no later than within thirty (30) calendar days after the Closing Date, Licensee shall notify, in writing, all

customers, suppliers and financial institutions having current business relationships with IMC or its Affiliates that IMC has become a separate entity and is no longer affiliated with Licensor or any of its Affiliates. Notwithstanding the foregoing, on the Closing Date IMC shall file the forms and related documents required to change the name of IMC to a name that does not include any Licensed Schedule A Marks;

(ii)

After the Closing, except as otherwise expressly permitted hereunder, all Licensed Schedule A Marks on all other materials in the possession or under the control of Licensee shall be replaced, removed or covered-over by Licensee, at Licensee’s expense, as soon as possible, but in no event later than one hundred eighty (180) calendar days after the Closing Date for items existing as of the Closing Date with Licensed Schedule A Marks affixed to them that are used by Licensee and its Subsidiaries in their operation of the Business, including, without limitation, use of Licensed Schedule A Marks on buildings, vehicles, equipment, kits, signs, billboards, manual covers and notebooks; provided, however, that the Licensee and its Subsidiaries shall have a period of up to nine (9) months to remove Licensed Schedule A Marks from signs (including signs on buildings and vehicles) to the extent Licensee and its Subsidiaries undertake efforts immediately to remove such Licensed Schedule A Marks from such signs. In addition, Licensee and its Subsidiaries shall not be deemed to have violated this Branding Agreement or to have infringed the rights of Licensor or its Affiliates by reason of: (A) the appearance of the Licensed Schedule A Marks in or on any archival business records or in or on any third party’s publications, marketing materials, brochures, equipment or products that IMC or its Subsidiaries distributed in the ordinary course of business prior to the Closing Date, and that generally are in the public domain, or any other similar uses by any such third party over which the Licensee or its Subsidiaries have no control; provided that Licensee and its Subsidiaries take reasonable steps to notify such third party of such usage of which it becomes aware, or (B) the use, provided that such use shall exist for no more than one (1) year after the Closing Date, by the Licensee or its Subsidiaries of the Licensed Schedule A Marks in a non-trademark manner for purposes of conveying to customers or the general public that the name of their businesses have changed or the change in ownership;

(iii)

Subject to Section 2(a)(i) above, from and after the Closing, Licensee shall not use or include, and Licensee shall cause its Subsidiaries not to use or include, the Licensed Schedule A Marks as or in their corporate, popular or trade names, or in any advertising or publications placed or published after the Closing

Date. Any such advertising and publications placed or published on or before the Closing shall be discontinued and not be renewed after the Closing; provided that with respect to directory publications that are in production and cannot be reasonably modified to delete the applicable Licensed Schedule A Marks, that have already been distributed by IMC to end users, or that are in the process of being distributed by IMC to end users, Licensee shall not be required to discontinue any such directory publication until the end of the scheduled term of such directory publication (which for the purposes of this proviso shall be deemed to be no later than eighteen (18) months from the Closing Date); and

(iv)

From and after the Closing, Licensee shall not use or include, and Licensee shall cause the Subsidiaries of the Licensee not to use or include, the Licensed Schedule A Marks in the sale or offer for sale of any products or services, except as otherwise provided in subsections 2(a)(i), 2(a)(ii) and 2(a)(iii) above.

(b)

Subject to previously granted rights and licenses, if any, and subject to the terms and conditions of this Branding Agreement and effective upon the Closing, Licensor hereby grants to Licensee and to its Subsidiaries the following licenses:

(i)

a personal, royalty-free, fully paid-up, (A) exclusive and nontransferable (except and to the extent expressly permitted pursuant to Section 16 below) right and license to use the Licensed Schedule B Marks in connection with the conduct of the Business in the Territory (excluding digital media Directory Products and Internet Services) by IMC and its Subsidiaries during the Section 2(b) License Term of this Branding Agreement; and without limiting the grant of rights pursuant to Sections 2(b) and 2(c), (B) nonexclusive and nontransferable (except as expressly permitted pursuant to Section 16 below) right and license to use the Licensed Schedule B Marks in connection with the publishing, printing and distribution of Special Directory Products and the distribution of digital media Directory Products, in each case only in the specified geographic area in which such Special Directory Product and the Territory in which such digital media directory Product is authorized to be Published and for the license term specified below;

(ii)

a personal, royalty-free, fully paid-up, (A) exclusive and nontransferable (except as expressly permitted pursuant to Section 16 below) right and license to use the Licensed Schedule B Marks in connection with the solicitation of and sale to Persons solely located in or solely conducting business in the Territory of classified advertising and telephone listings for inclusion in tangible media Directory Products in the Territory during the Section 2(b) License

Term; and (B) nonexclusive and nontransferable (except as expressly permitted pursuant to Section 16 below) right and license to use the Licensed Schedule B Marks in connection with the solicitation of and sale to (1) Persons located in or conducting business in the Territory of classified advertising and telephone listings for inclusion in Directory Products during the Section 2(b) License Term; and (2) Persons of classified advertising and telephone listings for inclusion in Special Directory Products during the shorter of the term approved for such Special Directory Products or the use of Licensed Schedule B Marks on such Special Directory Products;

(iii)

during the term of this Branding Agreement and provided Licensee and its Affiliates are in full compliance with the terms of this Branding Agreement, Licensee may request and, subject to the following, Licensor shall grant, additional personal, royalty-free, fully paid-up, non-exclusive rights and licenses to Licensee to use the Licensed Schedule B Marks in connection with Special Directory Products in a specified geographic area of the United States of America (excluding its territories, possessions and the State of Hawaii) other than (A) any current or future Service Area, (B) any geographic area set forth on Schedule A-1 or Schedule A-2, (C) any geographic area as to which a previously granted License to Licensee was terminated, cancelled or expired, or (D) any geographic area in which Licensor or its Affiliates has announced, commenced or developed definitive business plans to provide services as a LEC and to provide any Directory Products using any of the Licensed Schedule B Marks, provided that this exception shall terminate if Licensor or its Affiliates have not commenced operations as a LEC within eighteen (18) months of the date notice was given to Licensor as provided below (any such specified geographic area, other than the excluded geographic area(s), an “Expanded License Area” or “ELA” ); such Expanded License Area Licenses shall, unless sooner terminated/cancelled, expire on the thirtieth (30 ^th ) anniversary of the Effective Date, and shall be subject to the same terms and conditions of this Branding Agreement as Licenses granted for the markets listed on Schedule A-2, including the termination/cancellation provisions, provided that Licensee shall provide notice to Licensor of its request for license not less than ninety (90) days prior to commencing any marketing, sales, or other activity involving the use of the Licensed Schedule B Marks in the proposed ELA and the ELA License shall automatically be granted thirty (30) days after delivery of such notice unless Licensor has notified Licensee that the conditions for receipt of an ELA License have not been met, further provided that any ELA License granted hereunder shall automatically terminate if Licensee or its Affiliate has not published a tangible media Special

Directory Product in substantially all of such ELA using the Licensed Schedule B Marks within eighteen (18) months of the date notice was first given to Licensor; and, notwithstanding any other term or condition of this Branding Agreement, an Expanded License Area License shall automatically terminate/cancel with respect to any Expanded License Area in which Verizon or any of its Affiliates becomes a LEC by merger, acquisition of assets or stock or otherwise and is subject to Publishing Obligations with respect to such ELA, such termination/cancellation becoming effective on the eighteenth (18th) month anniversary of the occurrence of such event; and

(iv)

notwithstanding the provisions of Section 2(a), a personal, royalty-free, fully paid-up, nonexclusive and nontransferable (except as expressly permitted pursuant to Section 16 below) right and license, during the Section 2(b) License Term, to identify Licensee (including on business cards, correspondence, order forms, approved signage for Primary Directories or Special Directory Products, customer bills and sales collateral, provided they include, respectively, billing and sales collateral for Primary Directories or Special Directory Products bearing Licensed Schedule B Mark or Licensed Schedule C Mark) as “the official publisher of Verizon print directories” in a form and content approved by Licensor pursuant to Section 4.

(c)

(i)

a personal, royalty-free, fully paid-up, nonexclusive and nontransferable (except and to the extent expressly permitted pursuant to Section 16 below) right and license to use the Licensed Schedule C Marks in connection with the marketing, advertising, sale and provision of the Internet Services by IMC and its Subsidiaries during the Section 2(c) License Term; and

(ii)

a personal, royalty-free, fully paid-up, nonexclusive and nontransferable (except and to the extent expressly permitted pursuant to Section 16 below) right and license to use the Licensed Schedule C Marks in connection with the solicitation of and sale primarily to Persons located in or conducting business in the Territory or the then current geographic areas covered by the Special Directory Products of classified advertising and telephone listings for inclusion in the Internet Services of the Business during the Section 2(c) License Term.

(d)

Licensee shall have the right to grant sublicenses during the License Term of its licensed rights with respect to the Licensed Schedule B Marks and Licensed Schedule C Marks to its Subsidiaries, resellers, agents, distributors and dealers in connection with the conduct solely in the Territory and the then current geographic areas covered by the Special Directory Products of the applicable portion of the Business of Licensee and Licensee’s Subsidiaries during the applicable License Term; provided that:

(i)

Licensee shall not grant any other sublicense without the prior written approval of Licensor, which approval shall not be unreasonably withheld or delayed;

(ii)

Such sublicenses shall be in writing, shall be subject to compliance with the terms of this Branding Agreement, shall provide for a term not to exceed the applicable License Term, shall terminate when this Branding Agreement or the applicable license terminates, is cancelled or expires, whichever occurs first, and shall prohibit further sublicensing without Licensor’s prior written consent;

(iii)

Such sublicenses shall provide that should the sublicensee or any of its Affiliates become bankrupt or file a petition in bankruptcy, or should the business of any such entity be placed in the hands of a receiver, assignee or trustee for the benefit of creditors, whether by voluntary act of the entity or otherwise, all licenses and rights granted pursuant to such sublicense to such entity (including its Affiliates, if any) shall terminate automatically;

(iv)

Such sublicenses do not include any rights or licenses under the Licensed Schedule A Marks; and

(v)

Licensee shall not have the right to grant any sublicenses to any provider of Telecommunication Services or Video Services.

(e)

Licensee may sublicense the Licensed Schedule B Marks and Licensed Schedule C Marks to any Person (other than any provider of Telecommunication Services or Video Services) with which Licensee forms a joint venture, marketing alliance, co-branding alliance or strategic alliance, in each instance solely to permit such joint venture, marketing alliance, co-branding alliance or strategic alliance to market, advertise, sell and provide products and services in the conduct solely in the Territory of the applicable portion of the Business by Licensee and Licensee’s Subsidiaries in connection with the Licensed Schedule B Marks and Licensed Schedule C Marks; provided that:

(i)

Licensee shall not grant such sublicenses without the prior written approval of Licensor, which approval shall not be unreasonably withheld or delayed;

(ii)

Such sublicenses shall be in writing, shall be subject to compliance with the terms of this Branding Agreement, shall provide for a term not to exceed the applicable License Term, shall terminate when this Branding Agreement or the applicable license terminates, is cancelled or expires or when the joint venture or alliance terminates, is cancelled or expires, whichever occurs first, and shall prohibit further sublicensing without Licensor’s prior written consent;

(iii)

Such sublicenses shall provide that should the sublicensee, any Person in such joint venture or alliance, or any Affiliates of any of the foregoing become bankrupt or file a petition in bankruptcy, or should the business of any such entity be placed in the hands of a receiver, assignee or trustee for the benefit of creditors, whether by voluntary act of the entity or otherwise, all licenses and rights granted pursuant to such sublicense to such entity (including its Affiliates, if any) shall terminate automatically; and

(iv)

Such sublicenses do not include any rights or licenses under the Licensed Schedule A Marks.

(f)

Except and to the extent expressly permitted pursuant to Sections 2(b) and 2(c) hereof, Licensee, its Subsidiaries and Licensee’s