EX 10.35MASTER LICENSE AND SUPPORT AGREEMENT

MASTER LICENSE AND SUPPORT AGREEMENT

THIS MASTER LICENSE AND SUPPORT AGREEMENT (the “Agreement”), is made and entered into this 5th day of December, 2002 (the “Effective Date”), by and between Information Services eXtended, Inc. (ISX), a Delaware, U.S.A. Corporation (“Licensor”), and Telstra Corporation Ltd A.B.N. 33 051 775 556 (“Licensee”), an Australian Corporation.

RECITALS:

WHEREAS, Licensor owns or has acquired the right to license certain proprietary Software (as defined herein), for use as a directory inquiry database and assistance system program;

WHEREAS , Licensor desires to grant and Licensee desires to obtain a limited license to the Object Code of the Software, along with certain Support and Maintenance Services (as defined herein), subject to the terms and conditions of this Agreement; and

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1.                                       Recital Representations . The parties agree that all of the foregoing recitals are true, correct, and are incorporated herein by reference.

2.                                       Definitions .  Except for those words defined elsewhere in this Agreement, the following non-exclusive list of definitions shall have the meanings set forth hereunder and any Schedules attached hereto.

2.1                                  “Affiliate” means an entity directly or indirectly controlling, controlled by or under common control with that party, where control means the ownership or control, directly or indirectly, of more than fifty percent (50%) of all of the voting power of the shares (or other securities or rights) entitled to vote for the election of directors or other governing authority; provided, however, that such entity shall be considered an Affiliate only for the time during which such control exists.

2.2                                  “Confidential Information” means all proprietary information, whether in oral, written, graphic, electronic or machine readable form used or developed, in whole or in part, by Licensor or by third parties, and which Licensor desires or is required to keep confidential including, without limitation: price lists, customer lists, procedures, improvements, modifications, Enhancements, Updates, concepts and ideas, business plans or proposals, technical plans and proposals, research and development, know-how, budgets and productions, technical memoranda, research

reports, designs and specifications, product and user manuals, software in both Object Code and Source Code, specifically including the Software, Documentation, engineering, hardware, configuration information, algorithms, new product and service developments, comparative analysis of competitive products, services and operating procedures, and other information, data and documents now existing or later acquired by Licensor, whether or not any such information, data or documents qualify as trade secrets, are reduced to writing, or are protected by patent or copyright registration under applicable federal or state law.

“Documentation” means collectively: (i) all of the written, printed, electronic, or other materials in any format published or otherwise made available by Licensor that relate to the functioning, operation and/or performance capabilities of the Software; (ii) all user, operator, systems administration, technical support, and other manuals, and all other written, printed, electronic or other materials in any format published or otherwise made available by Licensor that describe the function operating and/or performance  capabilities of the Software.

2.4                                  “Enhancements”  means a new function or feature for any portion of the Software that was not contained in previous releases or versions of the Software and that may be incorporated into the Software by modification of the then-existing Software or by development of new programs.

2.5                                  “Error” means a failure of the Software that causes the Software to crash, lose data, or materially deviate from its reasonably expected functionality.

“License” means the license of the Software described in Section 3.1 hereunder.

“Primary License Charge” (PLC) means the license fee paid by Licensee to Licensor for the use and License of the Software, in accordance with the provisions of this Agreement and attachments thereto, and as described in Section 6.1 hereunder.

“Object Code” means the binary machine-readable version of the Software.

2.9                                  “Software” means the Object Code or machine-readable version of the computer software described in Schedule “A” attached hereto or subsequent Schedules or purchase orders made under this Agreement, including any future Updates, or Enhancements developed and owned or licensed by Licensor. “Software” also means any whole or partial copies of machine-readable data such as a database and related licensed materials, including documentation, user manuals and listings in any form.

“Services” means the performance of a task or project, provision of advise and counsel, assistance, or use of a resource (such as access to an information data base) Licensor may make available to Licensee. When appropriate, Licensor’s provision of the Services may be described in a separate agreement and referred to as a “Technical Services Agreement” which may also include at least one “Statement of Work” as an appendix that provides further details. [See Schedule C for a form of Technical Services Agreement.]

2.11                            “Source Code” means those statements in a computer language that when processed by a compiler, assembler or interpreter become executable by a computer.

“Specifications” means the technical and functional specifications for the Software in effect at the date of this Agreement, and as may be provided in an Schedule “A” attached hereto.

“Annual License Charge” (“ALC”) means the annual fee to be paid by Licensee pursuant to Section 6.2 hereunder for Support and Maintenance Services and a continuing right to use the Software.

“Support and Maintenance Services” means Licensor’s provision of the services described in Section 4.1 hereunder.

“Territory” means world-wide

“Third Party Software” means any computer software programs not owned or licensed by Licensor.

“Update” means any revision to the Software licensed hereunder consisting of Error fixes and/or minor functional enhancements issued by Licensor from time-to-time, generally made available to Licensee.

“YPC” means Yellow Pages Connect.

3.                                       Grant of Software License .

3.1                                  License Grant. Subject to the terms and conditions of this Agreement, and upon payment in full of the PLC and current ALC due as described in Sections 6.1 and 6.2 hereunder, Licensor hereby grants to Licensee a limited, non-exclusive, non-transferable, non-assignable right to use during the Term (as defined below) an unmodified version of the Software and the Documentation solely for Licensee’s internal use in providing directory assistance services within the Territory (the “License”). Licensee shall not use, license, sublicense, lease, copy or otherwise distribute the Software in any other manner except as expressly stated

herein. Licensee shall have the right to make one (1) copy of the Software for back-up purposes only provided Licensee reproduces the copyright notice and any other legend or ownership on the copy. You may use the copy only to replace the original, when necessary.

3.2                                  No Licenses . Except as is expressly set forth in this Agreement, Licensee shall not, nor shall Licensee authorize or permit any third party, to translate, update, modify, reverse engineer, reverse assemble, reverse compile, decompile, recompile, or disassemble the Software, nor shall Licensee have the right to sublicense, assign, distribute, lease or otherwise make available to any third party any of the rights granted to Licensee hereunder. Except as expressly provided herein, no other licenses are granted herein.

3.3                                  Software Ownership .   Except to the extent that a third party software provider reserves rights in software being provided herein, all patents, patentable material, copyrights, trademarks, trade secrets, service marks, trade names, intellectual property and other proprietary rights in or related to the Software are and will remain the exclusive property of Licensor whether or not specifically recognized or perfected in the laws of the jurisdiction in which the Software is used or licensed. Licensee will not take any action that jeopardizes Licensor’s proprietary rights or acquire any right in the Software or Confidential Information. Licensor will own all rights in any permitted copy, translation, modification, adaptation or derivation of the Software or Confidential Information, if any, including any Enhancement or Updates, if any. Unless otherwise provided, Licensee also acknowledges that Licensor owns all proprietary rights, including patent, copyright, trade secret and other proprietary rights, in and to the Software and any corrections, bug fixes, enhancements, updates or other modifications, including custom modifications, to the Software. Licensee will obtain, at Licensor’s request, the execution of any instruments that may be appropriate to assign those rights, or any other rights reasonable and necessary to Licensee rights (if any) in the Software, to Licensor, its parents, subsidiaries, Affiliates or assigns, or perfect these rights in Licensor’s name. All rights not expressly granted herein to Licensee are retained by Licensor. Both parties agree to reproduce the copyright notice and any other legend of ownership on any copies made under the licenses granted in this part.

3.4                                  Enhancements and Updates .  Any Enhancements and Updates provided to Licensee under this Agreement shall be considered part of the Software, and as such shall be governed by the terms and conditions of this Agreement. Notwithstanding any other provision of this Agreement, Licensor is under no obligation to provide Licensee with Enhancements, and Licensor’s obligation to provide Licensee with Updates is subject to

the provision of Section 4 hereunder, including Licensee’s payment of the Annual License Charge (ALC).

3.5                                  Program Packages . Licensor may provide certain programs together with their own license agreements. These programs (called “Program Packages”) are licensed under the terms of the agreements provided with them. This Agreement’s patent and copyright terms apply to ISX Program Packages. For a Program Package, Licensor may specify that Additional License Copies apply. If so, these copies are subject to the terms of the Program Package’s agreement, except that Licensee may not transfer them. If Additional License Copies apply, Licensee may copy all of the Program Package’s printed documentation. Licensor may also specify that a testing period applies wherein Licensee may return the Program Package to Licensor before the end of such testing period for a refund.

Program Protection . For each license in the Software, Licensee agrees to ensure that anyone who uses the Software (accessed either locally or remotely) does so only for your authorized use and complies with Licensors terms regarding such Software. Licensee further agrees to maintain a record of all copies and in the case of a licensed database, Licensee shall allow access to the information contained in it only to Licensee’s employees, agents, or subcontractors, and only in support of their work for Licensee.

4.              Software Support and Maintenance Services .

4.1                                  Obligation to Provide Support and Maintenance Services . During the Initial Support and Maintenance Period and for each successive Support and Maintenance Period (each as defined below), and provided that Licensee has paid the ALC then owing to Licensor, Licensee shall receive by telephone, e-mail, or, if reasonably required by the circumstances, on-site Support and Maintenance Services as are more particularly described in Schedule “B” attached hereto. Licensee, at its sole expense, agrees to make a reasonable effort to establish and maintain an internal competency center or help desk to assist Licensor in coordinating and providing the Support and Maintenance Services as set forth herein by establishing a central point of contact with the Licensor.

Modification of Support and Maintenance Services . Licensor, in its sole discretion, reserves the right to change or modify the Support and Maintenance Services to be provided to Licensee during any subsequent Support and Maintenance Period by providing Licensee with written notification of such changes or modifications no later than thirty (30) days prior to the scheduled end of the then current Support and Maintenance Period.

Obligations of Licensee .

a.                                        Licensee Contact. Licensee shall notify Licensor of Licensee’s designated Licensee Contact. To the maximum extent practicable, Licensee’s communications with Licensor will be through the Licensee Contact.

b.                                       Installation.  Licensee agrees to install all corrections of substantial defects, minor bug fixes and updates, including any enhancements, for the Software in accordance with the instructions and in order of receipt from Licensor including setting up and maintaining and appropriate operating environment. In order to receive support under this Agreement, Licensee must be on the current available release of the Software.

c.                                        Facility and Personnel Access. Licensee agrees to grant Licensor access to Licensee’s facilities and personnel concerned with the operation of the Software to enable Licensor to provide defect support. Such access shall be sufficient, free and safe for Licensor to fulfill its obligations.

d.                                       No Modification of Software. Licensee agrees not to modify, enhance or otherwise alter the Software, unless and only to the extent specifically authorized in the user manuals identified in Schedule A, purchase orders made under this Agreement or the prior written consent of Licensor is obtained.

e.                                        Error Documentation. Upon detection of any error in the Software, Licensee, as requested by Licensor, agrees to provide Licensor a listing of output and any other data, including databases and backup systems, that Licensor reasonably may request in order to reproduce operating conditions similar to those present when the error occurred.

5.              Agreement Structure & Invoicing .

5.l                                     Software  becomes subject to this Agreement when the Licensor accepts Licensee’s order. Licensor accepts Licensee’s order by sending Licensee written confirmation of such acceptance or by shipping the Software. Any terms contained in Licensee’s purchase order which conflict with the terms contained in this Agreement shall not be accepted by Licensor by delivery of Licenser’s written confirmation or by shipping the software.

5.2                                  Licensor shall invoice for the following:  1) PLC; 2) ALC in advance for the applicable invoice period; 3) All other charges when or after Licensee incurs them.

5.3                                  For software or service beyond the scope of this Agreement, Licensor may charge extra if, for example, 1) Licensor is required to use other than

private automobile or scheduled public transportation to provide Support and Maintenance Service or 2) Licensor responds to Licensee’s request for service of the Software outside its standard service provisions. Licensor will use reasonable efforts to notify Licensee in advance if these charges apply. Thus, in connection with the performance of the Support and Maintenance Services outside the scope of this Agreement, Licensee shall reimburse Licensor for all reasonable out of pocket business expenses incurred by Licensor and/or its agents, including, but not limited to, travel to Licensee’s place of business by Licensor’s employees and agents, hotel and meal allowances, fees of third party contractors, and the purchase of materials or rental of equipment, subject to Licensee’s prior approval.

6.              License Fees; Support Fees; Expenses; Audit Rights .

6.1                                  Primary License Charge . In consideration of the right to license the Software being granted to Licensee hereunder by Licensor, Licensee agrees to pay to Licensor a Primary License Charge (or PLC) as stated in Schedule A or any subsequent schedule or purchase order entered into under the terms of this Agreement.

Annual License Charge . In exchange for the provision of the License and the Support and Maintenance Services to the Licensee as set forth in paragraphs 3.1 and 4.1 above, Licensee agrees to pay Licensor an Annual License Charge (ALC) payable within thirty (30) days of the Effective Date of this Agreement, which amount will cover the Support and Maintenance Services for the Initial Support and Maintenance Period. Thereafter, on or before each anniversary of the Effective Date of this Agreement, or as agreed to between the parties subsequently, Licensee will be required  to make additional ALC payments to Licensor, which amounts will be in payment for the annual license and Support and Maintenance Services and continuing right to use for the Support and Maintenance Period then commencing. The obligation to provide Support and Maintenance Services hereunder is conditioned upon Licensor first receiving complete payment of the ALC. Licensor reserves the right to increase the ALC during any subsequent Support and Maintenance Period by providing Licensee with written notice at least ninety (90) days prior to the scheduled end of the then current Support and Maintenance Period; provided however, that Licensee may choose not to continue their right to use and not to receive Support and Maintenance Services by providing Licensor with written notice no less than thirty (30) days prior to the scheduled end of the then current Support and Maintenance Period, whereupon all licenses granted by Licensor to Licensee shall terminate within thirty (30) days of the current Support and Maintenance Period.

Audit Rights . Licensee shall maintain accurate and complete books and records relating to its use of the Software pursuant to this Agreement and

keep such materials for the greater of five (5) years, or as required by law in the jurisdiction where the Software is located. Licensor will have the right, no more than once per calendar year, to have an independent public accountant (the “Auditor”) examine Licensee’s relevant books, records and accounts (including records contained in electronic format on computers or any electronic data storage device) for the purpose of verifying Licensee’s compliance with this Agreement. Each audit will be conducted at Licensee’s place of business or at another place agreed to by the parties during Licensee’s normal business hours, and upon at least five (5) days prior written notice. Licensor will pay all fees and expenses of the Auditor for the examination; provided, however, that Licensee will bear any such expense if the review or audit shows a discrepancy in favor of Licensor or Licensee’s non-compliance with the terms of this Agreement. All deficiencies shown by any such audit shall be immediately paid by Licensee in U.S. currency.

7.              Taxes .

7.1                                  Taxes and Duties .   Licensee shall pay all Australian sales, use, transfer, privilege, excise, personal property, and all other taxes of every kind and nature, and all duties whether international, national, state or local, however designated, which are levied or imposed by reason of Licensor’s performance under this Agreement; excluding, however income taxes which may be levied against Licensor.

8.              Trademark and Trade Names . Except as specifically agreed to by Licensor in writing, Licensee shall not reproduce, publish, reference, distribute or utilize any trademark or trade name of the Licensor or its Affiliates electronically, in writing, or in any visual way without the prior written appr