INTELLECTUAL PROPERTY CROSS LICENSE AGREEMENT

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Exhibit 10.7

INTELLECTUAL PROPERTY CROSS LICENSE AGREEMENT

This INTELLECTUAL PROPERTY CROSS LICENSE AGREEMENT (this "Agreement"),

dated as of September 27, 2005 (the "Effective Date"), is entered into by and

between FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation, ("FNF") and

FIDELITY NATIONAL TITLE GROUP, INC., a Delaware corporation ("FNT"), each a

"Party" and together, the "Parties."

W I T N E S S E T H:

WHEREAS, FNF has the authority and power, or has caused members of the

FNF Group to authorize and empower FNF, to deliver the rights herein granted to

FNT, and FNT has the authority and power, or has caused members of the FNT Group

to authorize and empower FNT, to deliver the rights herein granted to FNF.

NOW, THEREFORE, in consideration of the premises, and of the cross

representations, warranties, covenants and agreements set forth herein, and for

other good and valuable consideration, the receipt and sufficiency of which are

hereby acknowledged, the Parties hereby agree as follows:

1. CERTAIN DEFINITIONS

(a) "Change of Control" of FNT means any event or circumstance causing FNF

to own or control, directly or indirectly, fifty percent (50%) or less

of the stock or other equity interest entitled to vote on the election

of the members to the board of directors or similar governing body of

FNT.

(b) "Competitors" for FNF shall mean those companies set forth on Schedule

1(a)(i) and for FNT shall mean those companies set forth on Schedule

1(a)(ii).

(c) "Confidential Information" has the meaning set forth in Section 8(a).

(d) "Copyright" means each of the FNF Copyrights and the FNT Copyrights.

(e) "Dispute" has the meaning set forth in Section 9(a).

(f) "Fidelity Mark" has the meaning set forth in Section 3(e).

(g) "FNF Copyrights" has the meaning set forth in Section 2(b).

(h) "FNF Group" means FNF, the FNF Subsidiaries and each Person that is an

Affiliate of FNF, other than FNT and any member of the FNT Group,

immediately after the Effective Date, and each other Person that

becomes an Affiliate of FNF after the Effective Date.

(i) "FNF Intellectual Property" has the meaning set forth in Section 2(f).

(j) "FNF Marks" has the meaning set forth in Section 2(c).

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(k) "FNF Patents" has the meaning set forth in Section 2(d).

(l) "FNF Trade Secrets" has the meaning set forth in Section 2(e).

(m) "FNF Subsidiary" means the Subsidiaries of FNF, excluding FNT and the

members of the FNT Group (collectively, the "FNF Subsidiaries").

(n) "FNT Copyrights" has the meaning set forth in Section 2(b).

(o) "FNT Group" means FNT, Subsidiaries of FNT, and each Person that FNT

directly or indirectly controls (within the meaning of the Securities

Act) immediately after the Effective Date, and each other Person that

becomes an Affiliate of FNT after the Effective Date.

(p) "FNT Intellectual Property" has the meaning set forth in Section 2(f).

(q) "FNT Marks" has the meaning set forth in Section 2(c).

(r) "FNT Patents" has the meaning set forth in Section 2(d).

(s) "FNT Subsidiary" means the Subsidiaries of FNT (collectively, the "FNT

Subsidiaries").

(t) "FNT Trade Secrets" has the meaning set forth in Section 2(e).

(u) "Granting Party" has the meaning set forth in Section 2(a).

(v) "Granting Party Group" means (i) the FNF Group in those instances where

FNF is the Licensor Party and (ii) the FNT Group in those instances

where FNT is the Licensor Party.

(w) "Intellectual Property" has the meaning set forth in Section 2(f).

(x) "Intercompany Agreements" means the following agreements each executed

on or about the Effective Date, unless otherwise indicated herein:

(i) this Intellectual Property Cross License Agreement between FNF

and FNT;

(ii) the Corporate Services Agreement between FNF and FNT;

(iii) the Reverse Corporate Services Agreement between FNF and FNT;

(iv) the Employee Matters Agreement between FNF and FNT;

(v) the Tax Matters Agreement between FNF and FNT; and

(vi) any other agreement that would fall within the definition of

"Ancillary Agreements" in the Separation Agreement of even

date herewith, between FNF and FNT, as amended and as may

hereafter be amended from time to time.

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(y) "Licensee Party" has the meaning set forth in Section 2(a).

(z) "Licensee Party Group" means (i) the FNF Group in those instances where

FNF is the Licensee Party and (ii) the FNT Group in those instances

where FNT is the Licensee Party.

(aa) "Mark" means each of the FNF Marks and the FNT Marks.

(bb) "Master IT Services Agreement" means the agreement of even date

herewith by and between FNT and Fidelity Information Services, Inc., an

Arkansas corporation.

(cc) "Party" has the meaning set forth in the preamble.

(dd) "Patent" means each of the FNF Patents and the FNT Patents.

(ee) "Permitted Sublicensee" has the meaning set forth in Section 2(g)(i).

(ff) "Person" means an individual, a partnership, a corporation, a limited

liability company, an association, a joint stock company, a trust, a

joint venture, an unincorporated organization, a governmental entity or

any department, agency, or political subdivision thereof.

(gg) "Subsidiary" means, with respect to any specified Person, any

corporation or other legal entity of which such Person controls or

owns, directly or indirectly, more than fifty percent (50%) of the

stock or other equity interest entitled to vote on the election of the

members to the board of directors or similar governing body.

(hh) "Trade Secret" means each of the FNF Trade Secrets and the FNT Trade

Secrets.

(ii) "Unauthorized Access" has the meaning set forth in Section 8(b).

2. RECIPROCAL GRANTS

(a) Each Party hereto grants hereby certain rights in Intellectual Property

(defined and scheduled below) and Trade Secrets and, with respect to

such rights, shall be termed the "Granting Party"; with respect to such

rights, the grantee shall be termed the "Licensee Party." The following

basic grants shall control each identified type of Intellectual

Property and Trade Secrets, but each grant shall be subject to any

further conditions adjoining the specific item of Intellectual Property

as scheduled (for Copyrights on Schedule 2(b), for Marks on Schedule

2(c), and for Patents on Schedule 2(d)). Where a Party is granted a

right to sublicense pursuant to this Section 2, any sublicense granted

pursuant to such right shall comply with Section 2(g) below.

(b) Copyrights. (i) FNF hereby grants to FNT a non-exclusive, irrevocable,

non-terminable, worldwide, royalty-free license, to use, sell services

arising from, sublicense, operate, alter, modify, adapt, perform,

distribute, create derivative works from, display, copy and exploit any

other rights of ownership now existing or hereafter created with

respect to (A) the copyrighted materials (including but not limited to

software) owned by a member of

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the FNF Group and listed or described on Schedule 2(b) hereto or (B)

materials that (1) are unregistered, (2) are not software or data

processed by software in connection with the business of FNF Group, (3)

FNT Group was using prior to the Effective Date and (4) do not have

substantial commercial value (collectively, A and B are the "FNF

Copyrights"), subject to the terms and conditions hereof.

(ii) FNT hereby grants to FNF a non-exclusive, irrevocable,

non-terminable, worldwide, royalty-free license, to use, exploit, sell

services arising from, sublicense, operate, alter, modify, adapt,

perform, distribute, create derivative works from, display, copy and

exploit any other rights of ownership now existing or hereafter created

with respect to (A) the copyrighted materials (including but not

limited to software) owned by a member of the FNT Group and listed or

described on Schedule 2(b) hereto or (B) materials that (1) are

unregistered, (2) are not software or data processed by software in

connection with the business of FNT Group, (3) FNF Group was using

prior to the Effective Date and (4) do not have substantial commercial

value (collectively, A and B are the "FNT Copyrights"), subject to the

terms and conditions hereof.

(c) Marks. (i) FNF hereby grants to FNT for the term of this Agreement a

non-exclusive, worldwide, revocable, royalty-free license, to use,

sublicense, display and reproduce the trade and service marks owned by

a member of the FNF Group and listed on Schedule 2(c) hereto (the "FNF

Marks"), terminable as provided below, by FNF (and with respect to

sublicenses to the FNT Group, by FNT) for the goods and services as set

forth on Schedule 2(c). Notwithstanding the foregoing, one or more

upper level domain names substantially matching an FNF Mark may also be

scheduled and licensed hereunder, and shall be licensed, if at all,

exclusively.

(ii) FNT hereby grants to FNF for the term of this Agreement, a

non-exclusive, world-wide, revocable, royalty-free license, to use,

sublicense, display and reproduce the trade and service marks owned by

a member of the FNT Group and listed on Schedule 2(c) hereto (the "FNT

Marks"), terminable as provided below, by FNT (and with respect to

sublicenses to the FNF Group, by FNF) for the goods and services as set

forth on Schedule 2(c). Notwithstanding the foregoing, one or more

upper level domain names substantially matching an FNT Mark may also be

scheduled and licensed hereunder, and shall be licensed, if at all,

exclusively.

(iii) Each license and each sublicense of a Mark shall be separately

terminable on the following conditions:

Each Licensee Party or sublicensee of a Mark hereunder shall

observe the following quality control standards and

procedures:

A) Licensee Party shall assure that the nature and

quality of products and services that are marketed,

advertised, sold or serviced using Granting Party

Marks subject to this Agreement will meet or exceed

all applicable governmental and regulatory standards

and requirements and initially shall be of a high

quality consistent with the quality of the products

and services of the Licensee Party as provided by the

Licensee Party (or its sublicensees) prior to the

date hereof,

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and throughout the term hereof, recognizing that

Licensee Party's business shall change and that

regulatory standards and requirements may change from

time to time, its products and services shall

continue to be of a high quality commensurate with

industry standards and with then current regulatory

standards and requirements. Each party acknowledges

that the Licensee Party has maintained the products

and services offered under the Marks at a high

quality and enforced quality control standards

regarding the nature and quality of products and

services that are marketed, advertised, sold or

serviced using Granting Party's Marks prior to the

date hereof. Granting Party may from time to time

request, and Licensee Party agrees to reasonably

provide, samples of marketing materials,

advertisements, and other information regarding

Licensee Party's or sublicensee's products and

services which samples shall be used only for the

purpose of verifying Licensee Party's compliance with

quality control. The parties shall mutually agree

upon and comply with guidelines for reasonable usage

of the Marks.

B) All goodwill arising from License Party's use, or use

by a sublicense, of Granting Party Marks shall inure

solely to the benefit of the Granting Party and

neither during, nor after, termination of this

Agreement shall a Licensee Party or any sublicensee

assert any claim to such goodwill. Additionally, each

such Licensee Party and sublicensee agrees not to

take any action that would be detrimental to the

goodwill associated with such Marks.

If a Granting Party of a Mark shall give written notice to a

Licensee Party of the Licensee Party's material failure (or

the material failure of any of its sublicensees) to maintain

or observe the requisite quality controls set forth above and

if, within sixty (60) days of Licensee Party's receipt of such

notice, (i) the failure has not been cured or (ii) a

reasonable plan of cure has not been presented by the Licensee

Party to the Granting Party and the Licensee Party (or

sublicensee) of the Mark in breach has not begun to implement

such plan, then the Granting Party may suspend all rights for

use of said Mark by the relevant Licensee Party or sublicensee

until such time as such failure is cured. If a plan of cure is

implemented and has not resulted in a cure within one (1) year

of notice of material failure, the license of such Mark to

such user shall terminate. If a license to a Licensee Party

sublicensee is so terminated, such Licensee Party may not

issue a new sublicense for a Mark to such sublicensee without

prior written consent of the Granting Party.

(d) Patents. (i) FNT hereby grants to FNF an irrevocable, non-terminable,

non-exclusive, worldwide, royalty-free license, to use, sublicense,

make, create improvements of, market, sell, offer for sale, and exploit

any other rights of ownership now existing or hereafter created with

respect to goods and services using or arising from processes or

inventions subject to patents owned by a member of the FNT Group and

listed on Schedule 2(d) hereto (the "FNT Patents") subject to the terms

and conditions hereof.

(ii) FNF hereby grants to FNT an irrevocable, non-terminable,

non-exclusive, worldwide, royalty-free license, to use, sublicense,

make, create improvements of, market, sell and

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exploit any other rights of ownership now existing or hereafter created

with respect to goods and services using or arising from processes

subject to patents owned by a member of the FNF Group and listed on

Schedule 2(d) hereto (the "FNF Patents") subject to the terms and

conditions hereof.

(e) Trade Secrets/Know-How. (i) FNT hereby grants to FNF an irrevocable,

non-terminable (except as set forth herein), non-exclusive, worldwide,

royalty-free license, to use, sublicense, make, create improvements of,

market, sell and exploit any other rights of ownership now existing or

hereafter created with respect to goods and services using or arising

from know-how or trade secrets owned by a member of the FNT Group and

used by a member of the FNF Group prior to the Effective Date (the "FNT

Trade Secrets"), subject to the terms and conditions hereof.

(ii) FNF hereby grants to FNT an irrevocable, non-terminable (except as

set forth herein), non-exclusive, worldwide, royalty-free license, to

use, sublicense, make, create improvements of, market, sell and exploit

any other rights of ownership now existing or hereafter created with

respect to goods and services using or arising from trade secrets or

know-how owned by a member of the FNF Group and used by a member of the

FNT Group prior to the Effective Date (the "FNF Trade Secrets"),

subject to the terms and conditions hereof.

(f) Intellectual Property. The Patents, Marks and Copyrights shall be

collectively termed the "Intellectual Property" and the Intellectual

Property owned by FNF or FNT shall be termed, respectively, the "FNF

Intellectual Property" and the "FNT Intellectual Property."

(g) Sublicense Limitations. Each grant hereunder is subject to the right of

sublicense (without further consent from the Granting Party) in

accordance with the following limitations:

(i) Sublicenses may be granted hereunder by a Licensee Party solely to

members of the Licensee Party Group, effective upon written notice to

the Granting Party, which notice discloses the specific Intellectual

Property or Trade Secret that has been sublicensed and the name and

address of the sublicensee. A Licensee Party, who prior to the

Effective Date, granted or whose members of the Licensee Party Group

granted sublicenses of Intellectual Property outside of the Licensee

Party Group to their respective end-user customers and/or resellers

(which resellers are not Competitors of the Granting Party) as part of

the normal conduct of their respective businesses or who can show that

it or members of the Licensee Party Group were planning within the

first year after the Effective Date to grant sublicenses of

Intellectual Property to their respective end-user customers and/or

resellers (which resellers are not Competitors of the Granting Party)

as part of the normal conduct of their respective businesses (all such

end-users and resellers are, collectively, the "Permitted

Sublicensees"), may grant or permit sublicenses within the Licensee

Party Group to grant further sublicenses of such Intellectual Property

as had previously been so granted or as had been planned to be so

granted within the first year after the Effective Date as part of such

normal conduct of business to Permitted Sublicensees upon written

notice to the Granting Party, which notice shall disclose the specific

Intellectual Property that has been sublicensed and the name and

address of the

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Permitted Sublicensee. A Licensee Party shall not grant sublicenses,

directly or indirectly, of the Intellectual Property of the Granting

Party to a Competitor of the Granting Party; provided that the Licensee

Party can grant a sublicense to a Competitor of a Granting Party for

Copyrights or Patents of the Granting Party solely for the benefit of

Licensee Party's internal business or the business of the members of

the Licensee Party Group. In no event shall a Licensee Party grant

sublicenses, directly or indirectly, of the Trade Secrets of the

Granting Party to a Competitor of the Granting Party or otherwise

provide access to the Trade Secrets of the Granting Party to a

Competitor of the Granting Party.

(ii) Except as otherwise set forth in Schedule 2(b), (c), or (d)

hereto, which may be amended in accordance with Section 2(h), or as

permitted by Section 2(g)(i), a Licensee Party may grant sublicenses to

any Person who is not in the Licensee Party Group only upon prior

written consent of the Granting Party. Except as otherwise set forth in

Schedule 2(b), (c) or (d) hereto, which may be amended in accordance

with Section 2(h), or as permitted by Section 2(g)(i), if a Licensee

Party proposes to sublicense any Intellectual Property licensed to it

hereunder to a Person outside its Group and who is a Permitted

Sublicensee, the Granting Party shall consider such proposal in good

faith and may approve same on such conditions as it deems appropriate

in its reasonable business judgment.

(iii) The Licensee Party agrees to impose, on each of its sublicensees,

obligations to comply with the terms of this Agreement, including

without limitation, obligations regarding confidentiality and the

return and/or destruction of Trade Secrets and related documents and

materials pursuant to Section 8 hereof and shall not permit any

sublicensee to grant further sublicenses without the prior written

approval of the Granting Party.

(iv) Any sublicense of a Copyright or Patent shall include provisions

to enable the sublicensee's compliance with Section 3(d) below.

(v) A Licensee Party (A) shall be and remain liable to the Granting

Party for each sublicensee of the Licensee Party and any breach of the

terms of the applicable sublicense and this Agreement and (B) shall use

its commercially reasonable best efforts to minimize any damage

(current and prospective) done to the Granting Party as a result of any

such breach.

(vi) Any other limitations set forth in Schedule 2(b), (c) and (d)

shall apply with respect to all sublicenses.

(h) Schedule Changes. At any time prior to six months after the Change of

Control of FNT, Schedules 2(b), (c) and (d) shall be amended from time

to time, by one party giving written notice to the other, to add,

modify or delete (i) any FNF Intellectual Property that is a Patent or

Copyright (other than data and software with substantial commercial

value) that any member of the FNT Group was using prior to becoming an

FNT Subsidiary and which is necessary to the business of such member

unless such addition would be prohibited by any enforceable obligation

of FNF prior to the date hereof, in which event

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the parties will take all commercially reasonable efforts to enable the

addition, in each case with such addition having retroactive effect to

the Effective Date, and (ii) any FNT Intellectual Property that is a

Patent or Copyright (other than data and software with substantial

commercial value) that any member of the FNF Group was using prior to

the Effective Date which is necessary to the business of such member,

unless such addition would be prohibited by any other enforceable

obligation of FNT prior to the date hereof, in which event the parties

will take all commercially reasonable efforts to enable the addition,

in each case with such addition having retroactive effect to the

Effective Date.

(i) If, within one year from the Effective Date, a Party identifies a

copyright, patent or mark owned by a member of the other Party's Group

prior to the Effective Date and not scheduled hereunder which would

otherwise qualify as Intellectual Property, but which such Party was

not using before the Effective Date, which it (or a member of its

Group) deems useful in its business, the Party which owns (or a member

of whose Group owns) such item of intellectual property agrees to

negotiate in good faith to arrive at reasonable commercial terms of a

license but, for the avoidance of doubt, is not bound to conclude a

license.

(j) In the event of a conflict or inconsistency between the terms of this

Agreement and any other Intercompany Agreement concerning or

implicating the licensing of Patents, Copyrights or Trade Secrets, the

terms of such Intercompany Agreement will govern. In the event of a

conflict or inconsistency between the terms of this Agreement and any

other Intercompany Agreement entered between a member of FNF Group and

FNT Group as of or within six months following the Effective Date

concerning the licensing of Marks, the terms of this Agreement will

govern.

3. COPIES; DERIVATIVE WORKS; IMPROVEMENTS

(a) In addition to any copies of Intellectual Property that a Licensee

Party or its sublicensee may make as otherwise permitted hereunder, a

Licensee Party or its sublicensee may make such number of copies of

Intellectual Property as reasonably deemed necessary by it for backup

or disaster recovery. No Licensee Party shall remove, obscure or

materially vary (or permit its subl