Exhibit 10.5
EXECUTION COPY
LISTINGS LICENSE
AGREEMENT
This Listings License Agreement (the
“Agreement”), effective as of November 17, 2006,
is entered into by and between Idearc Media Corp., a Delaware
corporation (“Publisher” or “Licensee”) and
the Verizon telephone operating companies listed in Exhibit 1
(individually and collectively, “Telephone
Company”).
WHEREAS, the Telephone Company has
certain listing information with respect to telephone subscribers;
and
WHEREAS, Licensee desires to license
such listing information for purposes permitted under this
Agreement; and
WHEREAS, the Telephone Company is
willing to license to Licensee such information subject to the
terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of
the mutual covenants and agreements contained herein, Licensee and
the Telephone Company hereby agree as follows:
ARTICLE 1
DEFINITIONS
The following terms as used herein
have the following meanings.
1.1 “Bankruptcy
”, with respect to any party to this Agreement, shall be
deemed to have occurred (i) if any proceedings are initiated
by or against it under any law relating to the relief or
reorganization of debtors, which in the case of an involuntary
proceeding is not dismissed within 120 days after filing, or
(ii) upon the appointment of any receiver or trustee to take
possession of its properties, any assignment for the benefit of its
creditors, or any other similar action by or on behalf of its
creditors which is not vacated or stayed within 90 days of such
appointment or action.
1.2 “Directory Use
” means the use of the Listing Information in accordance with
the License granted in Article 2, but without the right to
sublicense such use, for the purpose, and only for the purpose, of
publishing and distributing directories in any format, including
print and electronic formats, and soliciting advertising and
listings for such directories, provided that Licensee shall be
permitted to make unlimited distribution of directories which it
publishes, in any medium.
1.3 “ Listing
Information ” means the Telephone Company’s data,
as changed from time to time, containing a standard dataset
including, but not limited to, the listed name, address, telephone
number, and, if available, yellow pages heading assigned at the
time of initiation of telephone service (as well as additional
information, including service address, that is made available by
the Telephone Company) for Telephone Company subscribers and for
subscribers of Other Telecommunications Providers which the
Telephone Company is
-1-
authorized to license. This information is
available upon request from the Telephone Company and is subject to
change, to the extent permitted by regulation, at the Telephone
Company’s discretion. The Telephone Company will provide a
minimum of ninety (90) days notification of changes to
recipients of such information, unless otherwise agreed upon by the
parties.
1.4 “ Listing Information
Products ” means the products offered by the Telephone
Company as described on Exhibit 2, and as changed from time to
time. The Telephone Company may make changes to the Listing
Information Products in its sole discretion; and will use its good
faith efforts to provide one hundred eighty (180) days prior
notice of any such change, but shall in any event provide a minimum
of ninety (90) days notice to Licensee.
1.5 “ Non-Listed
Subscribers ” means subscribers of the Telephone Company
and of Other Telecommunications Providers which the Telephone
Company is authorized to license who have indicated to the
Telephone Company and Other Telecommunications Providers that their
listing information is not to be published in any Telephone
Directory and/or shall not be listed in the Telephone
Company’s directory assistance records.
1.6 “ Other
Telecommunications Providers ” means providers or
resellers of intraLata local exchange services.
1.7 “ Term ”
means the term of this Agreement as provided in Section 8
hereof.
ARTICLE 2
GRANT OF LICENSE
2.1 In consideration of the promises
and covenants contained herein, the Telephone Company hereby grants
to Licensee for the Term of this Agreement a worldwide and
non-exclusive Directory Use license to: (a) use the Listing
Information, other than Non-Listed Subscribers, for publishing and
distributing directories in any format, and for soliciting
advertising and listings for such directories; (b) store,
copy, display, enhance and modify the Listing Information, append
other information to the Listing Information and distribute and
transmit the Listing Information in connection with the publishing
and distribution of Licensee’s directories (the
“License”). In addition, the Licensee may provide a
copy of the Listing Information to its affiliates and contractors
for the purpose of testing, developing, and publishing the
Licensee’s directories. Notwithstanding anything to the
contrary, (a) the forgoing License is granted without limit as
to the number of times that the Listing Information can be used by
the Licensee, as applicable; and (b) the Licensee shall be
entitled to make unlimited distribution of directories that it
publishes.
2.2 The License for Non-Listed
information is only for the purposes of directory distribution and
to help insure that Non-Listed Subscribers are not published in the
directory. In no event may the Listing Information be used for any
voice or automated voice directory assistance product or service
without Telephone Company’s consent. The Licensee shall have
no right to sell or sub-license information received pursuant to
this License to any other party without the written consent of the
Telephone Company. In no event may the Listing Information be used
for any purpose except as expressly set forth herein.
-2-
2.3 The Telephone Company represents
and warrants that it is authorized to grant the License and the
other rights described herein to Licensee and covenants that the
Licensee’s exercise of the License will infringe no copyright
or other right of any person or entity. The Telephone Company will
indemnify and hold Licensee harmless from and against any claims,
suits, damages, liabilities and expenses (including reasonable
attorney’s fees) that may result from any claim of
infringement arising out of the Licensee’s’ permitted
use of the Listing Information.
ARTICLE 3
LISTING INFORMATION
PRODUCTS
3.1 The Telephone Company will
furnish to Licensee the Listing Information Products indicated on
the request form provided by the Telephone Company. The Telephone
Company must receive requests at least thirty (30) days prior
to the date Licensee wishes to receive the Listing Information
Products. The Telephone Company will provide Extracts within five
(5) business days of the date requested unless it advises
Licensee of scheduling conflicts. Licensee must make requests for
changes in the Listing Information Products being received on a
request form provided by the Telephone Company at least thirty
(30) days prior to the desired date of the change.
3.2 Licensee must make requests for
Listing Information by NPA/NXX combination or other geographic
location identifier agreeable to the Telephone Company. Licensee
may request selected Listing Information, to the extent available (
e.g. , business only, residential only, government only, new
installations or any combination thereof). The Telephone Company
will also attempt to accommodate a request that the Listing
Information provided exclude certain listings, such as data or fax
line listings, when feasible.
3.3 The Telephone Company will
provide Licensee with advance notification of service order change
initiatives, changes to list management systems and listings
handling procedures, and systems functionality changes and
initiatives affecting listings. The Telephone Company will use its
good faith efforts to provide one hundred eighty (180) days
prior notice to Licensee of any such change, but shall in any event
provide a minimum of ninety (90) days advance notification of
any such changes that may affect Licensee’s handling or use
of the Listing Information and a reasonable amount of advance
notification of all other such changes. The Telephone Company will
designate a representative qualified in service order activity,
listings management systems and listings handling procedures to
collaborate with Licensee on issues and requirements relating to
such initiatives and changes.
3.4 Licensee will furnish to
Telephone Company one copy of each edition of each printed and
CD-ROM directory published within thirty (30) days of
publication.
ARTICLE 4
LICENSE FEES AND
TAXES
4.1 In consideration of the License,
Licensee will pay to the Telephone Company the fees listed on
Exhibit 3. The Telephone Company will render invoices as indicated
on Exhibit 3.
-3-
The Telephone Company reserves the right to
change the fees set forth on Exhibit 3 at any time during the Term
on ninety (90) days advance notice to Licensee.
4.2 Invoices will be due and payable
to the Telephone Company thirty (30) days after receipt by
Licensee. On any amounts not paid by Licensee within such thirty
(30) day period and which are not the subject of a bona fide
dispute, the Telephone Company may charge interest at a rate not to
exceed 12% per annum or the highest rate permitted by law,
wh
