Exhibit 10.35


 


[ 
] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED
BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 406 OF THE SECURITIES EXCHANGE ACT OF 1933, AS AMENDED.


 


INTERNET SEARCH TRAFFIC AGREEMENT


 


This INTERNET SEARCH TRAFFIC AGREEMENT (the “Agreement”) dated June 29, 2007 (the “Effective Date”), is entered
into by and between LOCAL MATTERS, INC., a
Delaware corporation, with its principal offices at 1221 Auraria Parkway, Denver,
Colorado 80204 (“LMI”) and YELLOWPAGES.COM
LLC, a Delaware limited liability company, with its principal
offices at 7 North Fair Oaks, Pasadena, California, 91103 (“YPC”) (each of LMI and YPC, a “Party”).


 


WHEREAS, LMI
owns or operates a network of websites combining key domains including
areaguides.net, city-guides.com and other neighborhood domains, and powers a
number of affiliate partner sites, such as California.com and Fox Network Metro
Guides, including (i) those identified on Exhibit A attached
hereto, (ii) those which contain “areaguide”, “areaguides”, or “myareaguide”
in the URL, (iii) those which contain sub branding or co-branding
incorporating the “areaguides” name, or (iv) affiliate websites that are
powered by LMI’s technology platform, in each of the foregoing cases, only to
the extent that the webpages on the website are controlled by LMI
(collectively, the “Area Guides Network”).


 


WHEREAS, YPC
operates a network of websites that provide Internet Yellow Page search
functions and sells advertising packages to businesses who wish to be listed in
the Yellow Page search results on YPC’s network of websites and partners.


 


WHEREAS, YPC
is interested in the potential of the Area Guides Network providing traffic in
the form of Yellow Page searches from consumers on the Area Guides
Network.


 


NOW THEREFORE,
in consideration of the mutual covenants in this Agreement and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:


 


1.                                      SEARCH
TRAFFIC AND PROCESS DESIGN


 


1.1                               Search
Traffic.


 


(a)                                  During
the Term (as defined below), the Parties agree to work collaboratively to
enable LMI to integrate YPC’s search results for United States businesses into
its Area Guides Network portal interfaces in order to generate search traffic
for YPC. Subject to LMI’s other contractual obligations under the Third Party
Agreements (defined in Section 4.3 below), within forty-five (45) days of
the Effective Date, LMI will fully implement on all Area Guides Network
websites (i) search boxes where end users can search Yellow Pages listings
by entering their search parameters and submitting their query and the end user
is linked directly to


 


CONFIDENTIAL


 


[  ] =
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE
406 OF THE SECURITIES EXCHANGE ACT OF 1933, AS AMENDED.


 


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a Results Page (the “Search
Box”), (ii) named links for popular predefined Yellow Pages category
search topics relevant to a particular location that link directly or
indirectly to a Results Page (as defined below), and (iii) any “Yellow
Pages,” “Business Search,” or “Find a Business” links that link directly or
indirectly to a Results Page, in each case containing YPC Search Results (the
links described in clauses (ii) and (iii), collectively, the “Search Links”). Upon completion of
such task, the Parties shall execute a document acknowledging the completion of
the implementation of Search Boxes and Search Links, and the date of execution
thereof shall be referred to herein as the “Implementation
Date”. LMI will determine the location and placement of the
Search Boxes, and LMI will choose the topics for and location and placement of
the Search Links in its reasonable discretion, implementing these positions
above the fold on the webpage wherever practical. The query results will
be served by YPC from its hosted facilities via an XML data feed and the specific
category validation and search results (the “YPC
Search Results”) will be presented to end users as co-branded page views
on a website on the Area Guides Network that displays the names, addresses, and
phone numbers and other relevant information that match the query from the
Search Box or Search Link (the “Results Page”).
End users will have the option to click on an individual link on the Results
Page, which link shall open a new browser window with the corresponding search
result on YPC’s website. The end user will be prompted by the category
validation page if a search term entered into the Search Box was too broad
to lead to specific business listings on the Results Page. The YPC category
validation pages and Results Page will comply with the co-branding
parameters set forth in Exhibit A.


 


(b)                                  LMI
and YPC acknowledge and agree that one of the goals of this Agreement is to
drive internet traffic to Results Pages so that the Search Fees approach
or exceed the Cap (as defined below). If LMI intends to implement changes to
websites in the Area Guides Network that could have a material adverse impact
on the quantity of traffic sent to Results Pages, LMI will provide YPC at least
45 days advance notice of such intended changes along with a general description
of the changes and the believed impact on traffic. YPC may provide LMI
comments, suggestions, or other advice regarding the proposed changes (“YPC  Comments”), and LMI will consider the YPC
Comments in good faith.


 


1.2                               Search
Results. All Search Links and Search Boxes located on any tabbed portion,
delineated box (see screenshots on Exhibit E), or other section of
any page  of an Area Guides Network website labeled “Yellow Pages” (“Yellow Pages Navigation Box”)
will link to YPC Search Results, subject to LMI’s obligations under the Third
Party Agreements. Any “Find a Business,” “Yellow Pages,” or “Business Search”
buttons (or similarly labeled buttons directing a user to United States
business listings) on any of the webpages on websites in the Area Guides
Network will link to YPC Search Results, subject to LMI’s obligations under the
Third Party Agreements. For avoidance of doubt, except as expressly described
in this Section 1.2, and subject to the
terms and conditions of this Agreement, including, but not limited to, the
condition that under no circumstances will websites on the Area Guides Network
link to or contain Prohibited Content or content that is provided by YPC
Competitors, LMI will have sole control over all links, tabs, search boxes,
advertisements, and other content, materials or widgets located on websites
located on the Area Guides Network, including, without limitation, the right to
link to third party content, websites, or materials.


 


Confidential


[  ] =
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE
406 OF THE SECURITIES EXCHANGE ACT OF 1933, AS AMENDED.


 


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1.3                               Process
Design. Prior to the launch of the Search Box or Search Links on the Area
Guides Network websites and within twenty (20) days after the Effective Date,
LMI will work with YPC to develop a mutually agreed-upon look and feel for the
Search Box, the Search Links, any “Find a Business” button, “Business Search”
button, Listing Link, and Results Page on the Area Guides Network websites
with the intent of optimizing the traffic’s value to consumers and to search
engine algorithms. All Yellow Pages Navigation Boxes and landing pages arrived
at from clicking on a “Find a Business” button, “Business Search” button or
Listing Link on any Area Guides Network webpage will contain YPC
co-branding pursuant to the terms of Exhibit A.


 


1.4                               Data
Delivery. Prior to the Effective Date, and as a condition precedent to LMI’s
obligations under this Agreement, YPC will provide LMI with documentation as to
the proper usage, data delivery, and display parameters of the YPC XML API, and
LMI agrees to adhere to the guidelines contained therein (“XML
Specs”). YPC further agrees to provide reasonable notification
and support to LMI in the event it changes the format or delivery parameters of
the XML API during the term of this Agreement.


 


1.5                               Traffic
Credit. Within thirty (30) days after the Effective Date and for the
duration of the Term, LMI shall assign traffic credit for all user traffic for
the URLs of the Results Pages and all category validation pages to
YPC for purposes of all Nielsen Net Ratings and comScore Networks syndicated
audience measurement reports (including unique visitor, Yellow Page searches,
and page view credits) and LMI shall execute any and all documentation
required by Nielsen and comScore to effect such assignment of such URLs.


 


2.                                      LICENSES


 


2.1                               Content
License. During the Term and subject to the terms and conditions of this
Agreement, YPC grants LMI a non-exclusive, royalty-free, revocable right and
license to:


 


(a)                                  display
and temporarily store YPC’s name, trademarks, trade names, service marks and
logos as are specified by YPC in writing from time to time (collectively, the “Company Marks”), solely for the
purpose of incorporating the Company Marks into and displaying the Company
Marks in the Search Box and Results Pages on the Area Guides Network
websites; and


 


(b)                                  display,
temporarily store, and modify (but solely to the extent necessary to configure,
format and adapt to the application and look and feel of the Area Guides
Network) the YPC Search Results solely for the purpose of displaying the YPC
Search Results in the Results Pages on the Area Guides Network websites.


 


(c)                                  Use
of the YPC Search Results for a purpose other than the permitted purposes
outlined in Section 2.1(b) requires YPC’s prior written consent.


 


Confidential


[  ] =
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE
406 OF THE SECURITIES EXCHANGE ACT OF 1933, AS AMENDED.


 


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2.2                               Limitations.


 


(a)                                  Subject
to the co-branding requirements of Section 1.1(a), LMI may not attach any
LMI trademarks, trade names, service marks or logos or Affiliate Sites’
trademarks, trade names, service marks or logos to YPC Search Results or
Results Pages. LMI may not integrate or distribute any Company Marks or YPC
Search Results (collectively, “YPC Content”)
on Affiliate Sites that primarily feature content and materials related to the
following categories:  (i) illegal
activities (e.g. illegal drugs, terrorism, or criminal activities), (ii) pornographic
or obscene materials, (iii) excessively graphic or explicit violence, or (iv) alcohol,
tobacco, or weapons-related content (collectively, a “Prohibited
Site”). In the event that LMI integrates or distributes YPC
Content to a Prohibited Site, upon notice from YPC or if LMI otherwise becomes
aware of such fact, LMI shall promptly cease further distribution of YPC
Content to such Affiliate Site.


 


(b)                                  Except
as allowed under this Agreement, LMI shall not republish, upload, post, or
otherwise use any YPC Search Results or frame the YPC Search Results within any
website other than websites in the Area Guides Network without YPC’s prior
written permission. Systematic retrieval of data or other content from the YPC
Search Results or database to create or compile, directly or indirectly, a
collection, compilation, database or directory, without prior written
permission from YPC, is prohibited.


 


2.3                               Ownership  LMI recognizes YPC’s claim of the validity
of, and will do nothing inconsistent with, or which would negatively impact,
YPC’s rights in and ownership of the Company Marks or the goodwill represented
thereby. LMI further recognizes that all use of the Company Marks by it shall
inure to the benefit of, and be on behalf of YPC. LMI has no right to register
any Company Mark or any confusingly similar mark as a corporate or trade name,
domain name, trademark or service mark in any country or territory. Further, as
between the Parties, LMI acknowledges and agrees that YPC is the owner of the
YPC Search Results and Company Marks. LMI acknowledges YPC’s claim (i) that
the YPC Search Results are compilations formed by the collection and assembly
of data that are selected, coordinated and arranged in such a way that they
constitute original works of authorship for purposes of the Copyright Act (17
U.S.C. §101, et al.), (ii) that the
inclusion of any YPC Search Results within LMI’s or the Area Guides Network’s
database involves the copying of an original work of authorship protected under
copyright, and (iii) that any database or other works of authorship which
may include the YPC Search Results or any portions thereof, shall constitute a
derivative work thereof, as such term is defined in Section 101 of the
Copyright Act.


 


2.4                               Quality.
LMI acknowledges and agrees that maintaining the goodwill associated with the
Company Marks is of substantial importance to YPC. LMI therefore agrees that
the Results Pages displaying the YPC Content and all web pages displaying
the Company Marks shall meet or exceed the standard of quality agreed hereunder
and those standards adhered to by LMI in the conduct of its own business. Upon
request, all software and printed or electronically transmitted material in
which the Company Marks are used hereunder shall be submitted in writing for review
by YPC in advance and shall not be distributed or used in any manner without
prior written approval of YPC or its authorized representative, which approval
shall not be unreasonably withheld or delayed.


 


Confidential


[  ] =
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE
406 OF THE SECURITIES EXCHANGE ACT OF 1933, AS AMENDED.


 


4

















 


2.5                               Use.
LMI shall display the YPC Search Results in the exact manner in which YPC sends
data to LMI. Any use of the YPC Content that is not authorized herein or in
writing by YPC is strictly prohibited and may give rise to an act of
infringement. YPC may edit or modify the YPC Content at any time in its
discretion. Further, YPC may limit LMI’s use of the YPC Content at YPC’s sole
discretion if YPC reasonably believes (i) LMI is in material breach of any
provision of this Agreement related to the use of YPC Content, (ii) LMI’s
use of YPC Content is in violation of any law, rule, or regulation, or (iii) LMI’s
use of YPC Content exposes either Party to liability for such use, provided
that in each of (i) – (iii) above YPC uses commercially reasonable
efforts to provide LMI with advance notice of any pending limitation, but in
all instances YPC shall provide LMI written notice of such limitation within
three (3) days following implementation of the limitation. In the event
that YPC limits LMI’s use of YPC Content pursuant to Section 2.5(iii) in
a manner that has a material adverse effect on LMI for more than five (5) continuous
business days, LMI may terminate this Agreement upon providing written notice
to YPC. Any use of the YPC Content in breach of any terms of this Agreement
shall be grounds for termination of this Agreement pursuant to Section 10.
LMI shall strictly comply with all graphic and trademark standards for the
Company Marks and shall place all trademark symbols on the Company Marks as
provided to LMI by YPC as part of the Company Marks.


 


2.6                               Reservation
of Rights. Except for the rights and licenses expressly granted herein, YPC
and its affiliates reserve all right, title and interest in and to the YPC
Content, and nothing contained in this Agreement shall be construed as
conferring upon LMI any right or license in the YPC Content, by implication,
estoppel or otherwise. Without limiting the generality of the foregoing, LMI is
not authorized to (i) create any derivative works of the YPC Content, or
to use or reproduce YPC Content for the purpose of extracting factual
information therefrom, (ii) copy, reproduce, sell, transfer, distribute,
license, modify, enhance, alter or otherwise use any data contained in the YPC
Content other than with respect to display on Results Pages, or (iii) use
the YPC Content to send unsolicited commercial e-mails or similar
correspondence. LMI hereby transfers, conveys, and assigns, solely,
irrevocably, perpetually and exclusively to YPC, agrees to so transfer, convey
and assign to YPC, and agrees to cause its employees, agents and contractors to
so transfer, convey and assign to YPC, all right, title and interest in and to
the YPC Content and any modifications or derivative works thereof, including,
without limitation, any rights in copyright or other intellectual property
rights, which LMI may acquire or which may otherwise vest in LMI. LMI further
agrees to execute such further grants and assignments as YPC may reasonably
request from time to time for the purpose of further evidencing, enforcing,
registering or defending its ownership of the YPC Content (“Assignments”), including, without limitation, all rights
under copyright and other intellectual property rights therein, and LMI hereby
constitutes and appoints YPC as its agent solely in the limited capacity to
execute and deliver any such Assignments or other documents that LMI may fail
or refuse to execute and deliver after having been provided such Assignments
and a reasonable time to review the Assignments, this power and agency being
coupled with an interest and being irrevocable.


 


Confidential


[  ] =
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE
406 OF THE SECURITIES EXCHANGE ACT OF 1933, AS AMENDED.


 


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2.7                               Infringement.


 


(a)                                  YPC
may, in its sole discretion, institute or defend infringement or other
proceedings specific to the Company Marks as it deems appropriate and shall
have the full opportunity to control the prosecution, defense or settlement
thereof to the extent any such proceedings directly pertain to the Company
Marks; provided however, that LMI shall have
the right to institute or defend, at LMI’s expense, any proceedings or actions
that implicate, relate to, or involve LMI, its affiliates, their trademarks,
websites or business. If YPC undertakes the prosecution or defense of any
litigation relating to the Company Marks, LMI will cooperate, at YPC’s expense,
by executing documents and performing acts reasonably needed to assist with the
prosecution or defense thereof. YPC will bear the expense of any prosecution or
defense of such action, including damages and attorneys’ fees; provided however, to the extent that damages, expenses or
attorneys’ fees are attributable to a breach of the terms of this Agreement by
LMI, LMI shall reimburse YPC for all such expenses, damages and attorneys’ fees
attributable to LMI’s breach. If LMI undertakes the prosecution and defense of
any litigation caused by the Company Marks but relating to LMI, its affiliates,
their trademarks, websites or business, YPC will cooperate, at LMI’s expense,
by executing documents and performing acts reasonably needed to assist with the
prosecution or defense thereof. LMI will promptly notify YPC in writing of any
known challenge to the validity, registration, ownership or use of any of the
Company Marks received by LMI.


 


(b)                                  If
in YPC’s sole judgment, any claim or suit for infringement brought by a third
party can be avoided or resolved by discontinuing use of the Company Marks, YPC
will notify LMI accordingly, and LMI will discontinue using the applicable
Company Marks upon ten (10) days’ (or such shorter period as may be
required in an injunction) prior written notice from YPC to LMI, provided that
the parties first will mutually work in good faith and with reasonable efforts
to replace the applicable Company Marks with another mark or marks of YPC (“Replacement  Marks”) for
purposes of continued provision of the YPC Search Results. In the event the
Company Marks are discontinued under this Section 2.7(b) and no
Replacement Marks are provided by YPC within thirty (30) days of the
discontinuation of the Replacement Marks, either party may terminate this
Agreement upon written notice to the other party.


 


3.                                      FEES.


 


3.1                               Search
Fees. YPC will pay to LMI an amount equal to [***] in U.S. dollars for each
Unique Successful Query (“Search Fees”).
A “Unique Successful Query” occurs when
LMI successfully provides YPC Search Results on a Results Page within the
Area Guides Network to an end user that originated from the Search Links, a
Search Box, internet search engines, banner advertisements, e-mail marketing
links, or with YPC’s prior written consent other internet marketing techniques,
in each of the foregoing cases as long as the end user does not originate from
a Prohibited Site. Unique Successful Queries include subsequent new searches by
an end user referred to YPC’s website from a link contained within a Results Page so
long as the end user performs additional searches on YPC’s website during the
same browser session (“Subsequent New Searches”).
[***] (c) searches generated by “robots,” “spiders,” “web crawlers,” or
other automated processes, devices, algorithms, or methodology, nor (d) searches
that return no business listing.


 


Confidential


[  ] =
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE
406 OF THE SECURITIES EXCHANGE ACT OF 1933, AS AMENDED.


 


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(a)                                  Search
Fee Cap. YPC is not obligated to pay more than [***] per month, in the
aggregate, for Unique Successful Queries (the “Cap”).
The Cap may be adjusted upwards for a subsequent Extension Period if the Cap
was exceeded in at least three (3) of the first ten (10) months of
the Initial Term or the immediately preceding Extension Period, as applicable. This
adjustment will be made to set the revised Cap equal to the product of (a) the
highest number of Unique Successful Queries in any given month during the
Initial Term or Extension Period, as applicable, and (b) the then-current
Search Fee; provided, however, that in no event will the Cap be increased by
more than 20% in any Extension Period, unless by mutual agreement. LMI may not
remove websites that it owns or controls from the Area Guides Network without
the prior written consent of YPC. Websites may be removed from the Area Guides
Network if LMI looses the right to publish a website owned or controlled by a
third party.


 


(b)                                  Right
of First Refusal. If LMI receives a bona fide written offer from a third
party, who provides data similar to the YPC Search Results of comparable
quality and geographic coverage, to pay LMI a fee for Unique Successful Queries
that is higher than the then-current Search Fee, otherwise has restrictions on
content usage, partnership flexibility, or traffic quantity limitations that
are materially more advantageous to LMI (“Third Party Offer”),
LMI must provide YPC notice of such higher Third Party Offer at least 90 days
prior to the beginning of any Extension Period (as defined in Section 10.1
below) and YPC will have forty-five (45) days from YPC’s receipt of LMI’s
notice to provide LMI written notice that YPC will match the Third Party Offer
for the next Extension Period. If YPC provides written notice that it will
match the Third Party Offer, the parties will promptly execute an addendum to
this Agreement memorializing the changes that shall only become effective at
the end of the Initial Term or then current Extension Period, as applicable.


 


3.2                               Intentionally Blank.


 


3.3                               Reporting.
LMI and YPC will use reasonable efforts to agree upon data reporting
obligations of the Parties within fifteen days of the Effective Date; provided however,  that YPC shall have no obligation to provide
the YPC Content until the Parties have agreed on the form, format, content and
timing of LMI’s reporting obligations. The parties acknowledge and agree that
YPC will provide the tracking and reporting of Unique Successful Queries as
part of this Agreement. If YPC desires that LMI perform additional tracking and
reporting of events the parties will negotiate in good faith an amendment to
this Agreement and YPC acknowledges that LMI may require additional fees for
the purpose of cost recovery associated with the design and development of such
reporting tools.


 


3.4                               Payments.
YPC will pay to LMI all undisputed Search Fees required under Section 3.1
for the month in which such fees accrued within forty-five (45) days of YPC’s
receipt of LMI’s invoice. All payments must be made in U.S. dollars. LMI may
assess a late payment fee equal to 12% per annum on any undisputed amount not
paid when due.


 


3.5                               Taxes.
The Search Fees are exclusive of all sales and use taxes, and YPC will pay all
applicable and valid sales and use taxes arising from the payment of Search
Fees to LMI 


 


Confidential


[  ] =
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE
406 OF THE SECURITIES EXCHANGE ACT OF 1933, AS AMENDED.


 


7

















 


under this Agreement. LMI must separately state on
each monthly invoice all such sales and use taxes.


 


3.6                               Audits.
LMI will have the right, during normal business hours and upon at least ten (10) days
prior notice, to audit YPC’s records relating to Unique Successful Queries
conducted on the YPC website in order to verify that YPC has paid to LMI the
correct amounts owed under this Agreement. The audit will be conducted at LMI’s
expense, unless the audit reveals that YPC has understated the amount of such
Unique Successful Queries by five percent (5%) or more over any 12 consecutive
month period, in which case YPC will reimburse LMI for all reasonable costs and
expenses incurred by LMI in connection with such audit, and YPC will promptly
pay to LMI any amounts shown by any such audit to be owing. If the audit
reveals that YPC has overpaid the amounts owed to LMI, LMI will promptly pay to
YPC any amounts shown by any such audit to be owing. Such audits by LMI will be
conducted no more than once in any period of twelve consecutive months. YPC
will have the right, during normal business hours and upon at least ten (10) days
notice to audit LMI’s records relating to the validity of searches or
calculating amounts owed under this Agreement, including the traffic reporting
described in Section 1.5 and Section 3.3 of this Agreement and the
fees paid by YPC under Section 3.1 of this Agreement. Such audits by YPC
will be conducted no more than twice in any period of twelve (12) consecutive
months. The audit will be conducted at YPC’s expense, unless the audit reveals
that LMI has overstated the amount of Unique Successful Queries by five percent
(5%) or more over any 12 consecutive month period, in which case LMI will
reimburse YPC for all reasonable costs and expenses incurred by YPC in
connection with any such audit, and LMI will promptly pay to YPC any amounts shown
by any such audit to be owing. If the audit reveals that YPC has underpaid the
amounts owed to LMI, YPC will promptly pay to LMI any amounts shown by any such
audit to be owing.


 


4.                                      EXCLUSIVITY;
RIGHT OF FIRST REFUSAL


 


4.1                               Exclusivity.
Except for the Third Party Agreements (as defined below), during the Term and
subject to LMI’s obligations under Third Party Agreements, LMI agrees not to
include, integrate, update or promote any Yellow Page search results,
advertising services or any similar content for United States-based businesses
on the Area Guides Network from the YPC competitors listed on Exhibit C
(the “YPC Competitors”), and LMI
agrees that YPC will be the sole provider of Yellow Pages search results
for United States based businesses, Yellow Pages co-branded advertising
services and similar Yellow Pages content directed at United States based
businesses, without regard to the level of such use. [***] Subject to LMI’s
obligations under Third Party Agreements, LMI further agrees that if YPC provides
YPC Search Results to a Search Link on the [***], YPC will be the sole provider
of Yellow Pages search data to the applicable Search Link. YPC
acknowledges that this Agreement in no manner whatsoever impacts or limits LMI’s
ability to license and service publishers with private label technologies and
professional services


 


4.2                               New
Sites. LMI may from time-to-time develop or acquire additional websites, or
expand or modify its list of Area Guides Network affiliate partner websites (“Affiliate Sites”), which may contain
Yellow Page search functionality. Subject to Section 2.2 and the
remainder of this Section 4.2, Affiliate Sites and new LMI owned or
operated websites will be deemed 


 


Confidential


[  ] =
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE
406 OF THE SECURITIES EXCHANGE ACT OF 1933, AS AMENDED.


 


8

















 


included in the Area Guides Network, provided that if
the Cap is exceeded in two of the three (3) months immediately following
inclusion of an Affiliate Site in the Area Guides Network, LMI may notify YPC
and the Parties will negotiate in good faith a new increased Cap. If the
Parties cannot mutually agree to a new Cap, the new Affiliate Site or LMI owned
or operated websites will not be deemed part of the Area Guides Network for the
purpose of this Agreement and LMI will not be encumbered by the exclusivity
provisions of Section 4.1 with respect solely to the new Affiliate Sites
or LMI owned or operated websites. YPC may decline inclusion of new Affiliate
Sites or LMI owned or operated websites in the Area Guides Network, and LMI
will remain encumbered by the exclusivity provisions of Section 4.1 with
respect to these new Affiliate Sites or LMI owned or operated websites if the
declined inclusion was for the purpose of protecting YPC from a material
business conflict, resulting, for example, from the Affiliate Sites being
deemed by YPC to be a Prohibited Site in its reasonable discretion.


 


4.3                               Wind
Down. The parties acknowledge and agree that: (i) as of the Effective
Date, LMI has pre-existing contracts with third-party providers of Yellow Page listings
and content identified on Exhibit D (“Third
Party Agreements”), and LMI is not in breach of any provision of
this Agreement by virtue of the Third Party Agreements, and (ii) some of
LMI’s obligations under this Agreement are contingent upon the termination or
expiration of those Third Party Agreements. The date upon which all such Third
Party Agreements have either expired or been terminated shall be referred to in
this Agreement as the “Wind Down Date.”  LMI will use commercially reasonable efforts
to promptly wind-down any Third Party Agreement, and LMI will not renew or
extend any Third Party Agreement. LMI represents and warrants that each Third
Party Agreement will have expired or been terminated by the date set forth on Exhibit D,
and that LMI will take all commercially reasonable actions necessary to cause
the Third Party Agreements to expire on or before such dates.


 


5.                                      REPRESENTATIONS
AND WARRANTIES


 


Each Party represents and warrants (i) that such
Party is duly organized, validly existing and in good standing under the laws
of its jurisdiction of incorporation; (ii) that such Party has the legal
right and authority to enter into and perform its obligations under this
Agreement; (iii) that the execution and performance of this Agreement will
not conflict with or violate any provision of any law or any Third Party
Agreements having applicability to such Party; and (iv) that this
Agreement, when executed and delivered, will constitute a valid and binding
obligation of such Party and will be enforceable against such Party in
accordance with its terms.


 


6.                                      INDEMNIFICATION


 


6.1                               YPC
Indemnification Obligations. YPC will indemnify, defend, and hold harmless
LMI and its affiliates and their respective officers and directors from and
against any losses, liabilities, damages, costs and expenses, including
reasonable attorneys’ fees (cumulatively “Loss”),
arising from (i) any breach of YPC’s representations or warranties under
this Agreement, (ii) any third party claim or suit of infringement of any
third party’s trademarks or service marks by the Company Marks, and (iii) any
third party claim or suit alleging that the YPC Search Results infringe upon
any copyright, trademark or any other intellectual property right of others or
misappropriate a third party’s trade secret to the extent YPC has actual 


 


Confidential


[  ] =
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE
406 OF THE SECURITIES EXCHANGE ACT OF 1933, AS AMENDED.


 


9

















 


knowledge of such infringement or misappropriation; provided however, that YPC shall have no obligation or
liability with respect to any Loss arising from any use of the YPC Content by
LMI in breach of the terms of this Agreement.


 


6.2                               LMI
Indemnification Obligations. LMI will indemnify, defend, and hold harmless
YPC and its affiliates and their respective officers and directors from any
Loss arising from (i) any breach of LMI’s representations and warranties
under this Agreement, (ii) any third party claim or suit alleging that LMI’s
use of the YPC Content that is a breach of the terms of this Agreement,
infringes upon any rights in copyright, patent, trademark, trade secret or any
other intellectual property right of others, is obscene, defamatory, libelous
or slanderous, or violates any right of privacy, publicity or personality of
others, and (iii) any third party claim or suit alleging that any LMI
trademark or service mark infringes upon any trademark or any other
intellectual property right of others.


 


6.3                               Indemnification
Procedures. A party seeking indemnification (“Indemnitee”)
will promptly notify the other party (“Indemnitor”)
upon receiving notice of a claim for which Indemnitee seeks or may be entitled
to indemnification; provided however,
that Indemnitor’s obligations under this Section 6.3 shall not be excused
by any failure by Indemnitee to provide such prompt notice, except to the
extent that Indemnitor is actually prejudiced by such delay. Indemnitor shall,
at its own expense, conduct such defense on Indemnitee’s behalf, subject to
Indemnitee’s right (i) to approve the selection of defense counsel by
Indemnitor, such approval not to be withheld unreasonably, and (ii) to
participate in such defense by counsel of Indemnitee’s own choosing and at
Indemnitee’s own expense; and further provided
that Indemnitor shall not settle any claim against Indemnitee unless (x) Indemnitee
approves such settlement in advance, (y) such settlement completely and
forever releases Indemnitee from any and all claims of the complaining third
party, which claims arise from the same transaction or occurrence giving rise
to the original claims for which indemnification is sought, or (z) the
settlement involves only the payment of money.


 


7.                                      LIMITATION
OF LIABILITY


 


EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS UNDER SECTION 6,
CONFIDENTIALITY OBLIGATIONS UNDER SECTION 8 AND DAMAGES SOUGHT AS THE
RESULT OF FRAUD OR INTENTIONAL MISREPRESENTATION IN NO EVENT SHALL EITHER PARTY
BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR
PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH LIABILITY ARISES IN CONTRACT, TORT
OR ANY OTHER THEORY OF LIABILITY (INCLUDING NEGLIGENCE AND STRICT LIABILITY),
EVEN IF THE PARTY FROM WHICH SUCH DAMAGES ARE SOUGHT HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION UPON DAMAGES AND CLAIMS IS
INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT
HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. EXCEPT FOR THE INDEMNIFICATION
OBLIGATIONS UNDER SECTION 6, CONFIDENTIALITY OBLIGATIONS UNDER SECTION 8
AND DAMAGES SOUGHT AS THE RESULT OF FRAUD OR INTENTIONAL MISREPRESENTATION, IN
NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR DIRECT 


 


Confidential


[  ] =
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE
406 OF THE SECURITIES EXCHANGE ACT OF 1933, AS AMENDED.


 


10

















 


DAMAGES IN EXCESS OF THE ACTUAL AMOUNTS PAID TO LMI
UNDER THIS AGREEMENT DURING THE INITIAL TERM OR THE THEN CURRENT EXTENSION
PERIOD, AS APPLICABLE, PRIOR TO THE ACT OR OMISSION GIVING RISE TO THE RELEVANT
CLAIM.


 


8.                                      CONFIDENTIALITY
OBLIGATIONS


 


8.1                               Ownership
of Confidential Information. The Parties acknowledge that during the
performance of this Agreement, each Party will have access to certain of the
other Party’s Confidential Information or Confidential Information of third
parties that the disclosing Party is required to maintain as confidential. Both
Parties agree that all items of Confidential Information are proprietary to the
disclosing Party or such third party, as applicable, and shall remain the sole
property of the disclosing Party or such third party. “Confidential
Information” shall mean all technical, business, and other
information of a party hereto, whether obtained prior to, on, or after the date
of this Agreement, that derives economic value, actual or potential, from not
being generally known to others, including, without limitation, any technical
or non-technical data, designs, methods, techniques, drawings, processes,
products, inventions, improvements, methods or plans of operation, research and
development, business plans and financial information of such party. The YPC
Content in aggregated form shall constitute Confidential Information. The terms
and conditions of this Agreement shall also constitute Confidential Information
of each Party. The Parties agree that upon the conclusion of the Term of this
Agreement, LMI will use industry standard methods to erase and delete from all
databases used to store or retrieve such information all Confidential
Information, including information pertaining to third parties collected and
stored for the purpose of facilitating the use of the Starter Guides.


 


8.2                               Mutual
Confidentiality Obligations. The Party receiving the Confidential
Information (the “Receiving Party”) from the
other Party (the “Disclosing Party”) under this
Agreement will: (i) use the Confidential Information only to perform its
obligations under this Agreement; (ii) not reproduce the Disclosing Party’s
Confidential Information and will hold in confidence and protect the Disclosing
Party’s Confidential Information from dissemination to, and use by, any third party;
(iii) except as otherwise expressly permitted hereunder, will not create
any derivative work from the Disclosing Party’s Confidential Information; (iv) restrict
access to the Disclosing Party’s Confidential Information to such of its
personnel, agents, and/or consultants, if any, who have a need to have access
and who have been advised of and have agreed in writing to treat such
information in accordance with the terms of this Agreement; and (v) return
or destroy, pursuant to Section 10.3, all Confidential Information of the
Disclosing Party in its possession upon termination or expiration of this
Agreement. The Receiving Party will protect the Disclosing Party’s Confidential
Information from unauthorized use, access, or disclosure in the same manner as
the Receiving Party protects its own confidential or proprietary information of
a similar nature and with no less than reasonable care.


 


8.3                               Confidentiality
Exceptions. Notwithstanding the foregoing, the provisions of Sections 8.1
and 8.2 shall not apply to Confidential Information that (i) is or becomes
generally available to the public other than as a result of a disclosure by the
Receiving Party in violation of the Agreement; (ii) was available to the
Receiving Party on a non-confidential basis prior to its 


 


Confidential


[  ] =
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE
406 OF THE SECURITIES EXCHANGE ACT OF 1933, AS AMENDED.


 


11

















 


disclosure by the Disclosing Party; (iii) becomes
available to the Receiving Party on a non-confidential basis from a third party
other than a Disclosing Party who is not otherwise bound by a confidentiality
agreement with the Disclosing Party, or is otherwise not under an obligation to
the Disclosing Party not to transmit the information to the Receiving Party; (iv) is
already in the Receiving Party’s possession free of any confidentiality
obligations with respect thereto at the time of disclosure; or (v) was
independently developed by the Receiving Party without reference to or use of
Confidential Information. Each Party may disclose Confidential Information (1) in
response to an order of a court or other governmental body; provided however, that the Party making the disclosure
pursuant to the order shall first have given notice to the other Party and made
a reasonable effort to obtain a protective order; (2) as required by law
or regulation to be disclosed; or (3) in order to establish a Party’s
rights under this Agreement, including to make such court filings as may be
required; provided however, that in each case, the
Party required to disclose minimizes such disclosure to the extent legally
permissible.


 


9.                                      NON-SOLICITATION


 


During the Term, LMI will not, (i) either
directly or indirectly solicit YPC’s advertisers, or (ii) contact
businesses to sell Internet Yellow Pages advertising or search engine
marketing products. Notwithstanding the foregoing, LMI or its agents, may contact
businesses in the normal course of its business for the purpose of selling
advertising on portions of the Area Guides Network that are not subject to this
Agreement, but LMI may not use, directly or indirectly, any YPC Competitors, to
assist in this process. During the Term and for the six (6) month period
thereafter, LMI will not use the YPC Content, including the list of YPC’s
advertisers, as a leads list for the purpose of contacting potential new
customers or business for existing links, which have a specific provider of
search result content that is not YPC, and banners on the Area Guides Network.


 


10.                               TERM; TERMINATION


 


10.1                        Term. This
Agreement shall commence on the Effective Date and shall end on the date that
is [***] following the latter of the Implementation Date or the Wind Down Date
(the “Initial Term”),
unless terminated earlier in accordance with this Section 10. After the
Initial Term, the Agreement will be automatically extended for successive one
year periods (“Extension Periods”) unless
otherwise terminated by either Party by giving notice to the other Party not
less than forty-five (45) days prior to the end of the then applicable Initial
Term or Extension Period. The Initial Term and any Extension Periods will
collectively be known as the “Term.”


 


10.2                        Termination
for Cause.


 


(a)                                  Either
Party may, at its option, terminate this Agreement in the event of a material
breach by the other Party. Such termination may be effected only through a
written notice to the breaching Party, specifically identifying the breach or
breaches on which such notice of termination is based. The breaching Party will
have a right to cure such breach or breaches within thirty (30) days of receipt
of such notice, and this Agreement shall terminate immediately if cure is not
made within such thirty (30)-day period.


 


Confidential


[  ] =
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE
406 OF THE SECURITIES EXCHANGE ACT OF 1933, AS AMENDED.


 


12

















 


(b)                                  YPC
may, at its sole option, terminate this Agreement upon thirty (30) days’ prior
written notice if, for two (2) consecutive months during an Extension
Period, the number of Unique Successful Queries during each month drops more
than [***] compared to the same month a year earlier.


 


10.3                        Effect of
Termination. Upon termination of this Agreement for any reason, all
licenses granted hereunder by YPC shall immediately cease and LMI shall
promptly (but in no event later than five (5) business days following
termination of this Agreement) remove any YPC Content from all web pages within
the Area Guides Network in a manner that provides for an orderly transition and
shall return to YPC or destroy upon YPC’s request all copies of any of the YPC
Content.


 


11.                               MISCELLANEOUS


 


11.1                        Entire
Agreement. This Agreement sets forth the entire agreement and understanding
between the Parties with respect to the subject matter of the Agreement and,
except as specifically provided in this Agreement, supersedes and merges all
prior or contemporaneous oral and written agreements, discussions and
understandings between the Parties with respect to the subject matter of this
Agreement, and neither of the Parties shall be bound by any conditions,
inducements or representations other than as expressly provided for in this
Agreement.


 


11.2                        Notices.
All notices required by or relating to this Agreement shall be in writing and
shall be sent by means of certified mail, postage prepaid, to the Parties to
the Agreement at their respective addresses as set forth in the preamble
hereto, or addressed to such other address as either Party may have given by
written notice in accordance with this provision. All notices required by or
relating to this Agreement may also be communicated by facsimile; provided however, that the sender receives and retains
confirmation of successful transmittal to the recipient. Such notices shall be
effective on the date indicated in such confirmation. In the event that either
Party delivers any notice hereunder by means of facsimile transmission in
accordance with the preceding sentence, such Party will promptly thereafter
send a duplicate of such notice in writing by means of certified mail, postage
prepaid, to the receiving Party, addressed as set forth above or to such other
address as the receiving Party may have previously substituted by written
notice to the sender.


 


11.3                        Force Majeure. Neither party shall
be liable for failure to perform hereunder due to acts of war, public enemy,
government, or any person engaged in subversive activity, riot or sabotage; due
to Acts of God, including but not limited to fire, flood, storm, accident,
explosion or other catastrophe, casualties, epidemic or quarantine
restrictions, or any other cause beyond its reasonable control whether similar
or dissimilar to any cause listed herein. In the event of such delay, the
affected party shall promptly notify the other, and the parties shall consult
for the purpose of taking whatever remedial action is mutually deemed
appropriate.


 


11.4                        No Third
Party Beneficiaries. Nothing in this Agreement, whether express or implied,
will confer upon any person or entity, other than the Parties, their successors
and permitted assigns, any legal or equitable right whatsoever to enforce any
provision of this Agreement.


 


Confidential


[  ] =
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE
406 OF THE SECURITIES EXCHANGE ACT OF 1933, AS AMENDED.


 


13

















 


11.5                        Independent
Contractors. The parties to this Agreement are independent contractors. Except
as otherwise expressly provided herein, nothing herein creates any joint
venture, partnership, agency, employment, fiduciary or other relationship
between the parties, and neither party is authorized to make contracts or
commitments in the name of or on behalf of the other without the other party’s
prior written approval.


 


11.6                        Amendments;
Modifications. This Agreement may not be amended or modified except in a
writing duly executed by both Parties.


 


11.7                        Assignment;
Delegation. Neither Party may assign any of its rights hereunder, nor
delegate any of its duties hereunder, without the prior written consent of the
other Party, except that either Party shall be entitled to transfer its
interests to a third party with which such Party is merged or which acquires
all or substantially all of the assets or capital stock of such Party, and YPC
may assign this Agreement to one of its Affiliates. Notwithstanding the
foregoing, LMI shall not assign, transfer, or delegate any of its rights and
interests hereunder to any YPC Competitors. LMI will use best efforts to
provide YPC written notice at least thirty (30) days prior to any Change of
Control of LMI, but in all instances LMI shall provide YPC written notice of a
Change of Control of LMI within three (3) days following the Change of
Control, and YPC shall have the right to terminate this Agreement upon
receiving written notice of a Change of Control in which a YPC Competitor
acquires Control of LMI. “Change of Control”
shall mean the consummation of a transaction in which any entity becomes the
beneficial owner, directly or indirectly, of securities of LMI representing
fifty percent (50%) or more of the combined voting power of LMI’s then
outstanding securities, or a transaction in which the stockholders of LMI
approve:  (i) a plan of complete
liquidation of LMI, or (ii) an agreement for the sale or disposition of
all or substantially all of LMI’s assets, other than to an affiliate; or (iii) a
merger, consolidation, or reorganization of LMI with or involving any other
entity (other than an affiliate) other than a merger, consolidation, or
reorganization that would result in the voting securities of LMI outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving entity),
at least fifty percent (50%) of the combined voting power of the voting
securities of LMI (or such surviving entity) outstanding immediately after such
merger, consolidation, or reorganization. “Control”
shall mean the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of an entity, whether through
the ownership of voting securities, by contract, or otherwise.


 


11.8                        Severability.
If any provision of this Agreement is invalid or unenforceable for any reason
in any jurisdiction, such provision shall be construed to have been adjusted to
the minimum extent necessary to cure such invalidity or unenforceability. The
invalidity or unenforceability of one or more of the provisions contained in
this Agreement shall not have the effect of rendering any such provision
invalid or unenforceable in any other case, circumstance or jurisdiction, or of
rendering any other provisions of this Agreement invalid or unenforceable
whatsoever.


 


11.9                        Waiver. No
waiver under this Agreement shall be valid or binding unless set forth in
writing and duly executed by the Party against whom enforcement of such waiver
is sought. Any such waiver shall constitute a waiver only with respect to the
specific matter 


 


Confidential


[  ] =
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE
406 OF THE SECURITIES EXCHANGE ACT OF 1933, AS AMENDED.


 


14

















 


described therein and shall in no way impair the
rights of the Party granting such waiver in any other respect or at any other
time. Any delay or forbearance by either Party in exercising any right
hereunder shall not be deemed a waiver of that right.


 


11.10                 Governing Law;
Venue. This Agreement shall be governed by and interpreted in accordance
with the laws of the State of New York, without regard to its principles
regarding conflicts of law, and without regard to the United Nations Convention
on the International Sale of Goods.


 


11.11                 Remedies
Cumulative. Unless otherwise provided herein, all rights and remedies
granted to each Party at law, in equity, or under this Agreement are cumulative
and in addition to and not in lieu of any other rights or remedies, otherwise
available to such Party.


 


11.12                 Counterparts.
This Agreement may be executed in any number of counterparts, each of which
when so executed shall be deemed to be an original and all of which when taken
together shall constitute one Agreement.


 


11.13                 Headings. The
headings in this Agreement are inserted merely for the purpose of convenience
and shall not affect the meaning or interpretation of this Agreement.


 


11.14                 Survival. The
provisions of Sections 2.2, 5, 6, 7, 8, 10.3 and 11 shall survive the
termination or expiration of this Agreement.


 


 


IN WITNESS WHEREOF,
the Parties have executed this Agreement as of the Effective Date, as set forth
above.


 


	
   

  	
  LOCAL MATTERS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Curtis Fletcher

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   Curtis
  Fletcher

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
    SVP -
  Finance

  
	
   

  	
   

  	
   

  
	
   

  	
  YELLOWPAGES.COM
  LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles Stubbs

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Charles Stubbs

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  President and CEO

  



 


 


Confidential


[  ] =
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE
406 OF THE SECURITIES EXCHANGE ACT OF 1933, AS AMENDED.


 


15














 


EXECUTION COPY


 


EXHIBIT A


 


YPC Co-Branding Parameters


 


A.                                   The
Yellow Pages category validation and Results Page shall satisfy the
following requirements:


 


1.               Prominent
YPC branding and location above the fold;


 


2.               Display
of at least twenty-five (25) YPC listings (if available) per page in the
primary search results pages, with at least three (3) YPC listings above
the fold;


 


3.               YPC
advertiser listings must appear above all other listings and their display must
mimic YPC prioritization; provided however,
that the Parties may mutually agree to exceptions (e.g. for “Find Nearby”
searches, map display, compare pages);


 


4.               Display
must use YPC category and market scoping; provided however, that LMI may (a) enable
the “Find Nearby” search option or (b) enable the ability to select a set
of businesses for comparison or (c) save a business listing to a “My
Places” list, in all cases only with prior written design approval from YPC;


 


5.               Links
on YPC-provided listings link to YPC or webpages designated by YPC;


 


6.               Maximum
of three (3) paid advertisements from Overture, Google or other companies
not listed as YPC Competitors  on Exhibit C
(“Sponsored Listings”) permitted on
the top or side of the returned listings and in a side panel display within the
Starter Guides; provided however, that Sponsored
Listings may not include advertisements of YPC Competitor products or
advertisements provided by YPC Competitors; and


 


7.               YPC
permitted to display ads below Sponsored Listings or to the right of Sponsored
Listings (“Tile Ads”). LPI and YPC will
work to choose a mutually agreed upon placement for Tile Ads.


 


Local Matters will be
allowed to display a banner ad across of the top of the Results Page as
long as the advertiser is not a YPC Competitor.


 


B.                                     Partial
List of Area Guides Network


 


Arizona.com


CitiesUnlimited.com


Local Fox
News Affiliate Websites


Texas.com


UsaCityLink.com


ALABAMA.COM


Aloha.com


 


CONFIDENTIAL


 


16

















 


California.com


CoeurDAlene.com


Georgia.com


Idaho.com


Indiana.com


Kissimmee.com


Louisiana.com


Mississippi.com


missouri.com


Nebraska.com


Newjersey.com


Newportnews.com


northcarolina.com


pennsylvania.com


 


Confidential


[  ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES EXCHANGE ACT OF
1933, AS AMENDED.


 


17

















 


EXHIBIT B


 


[Intentionally Blank]


 


Confidential


[  ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED
IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES EXCHANGE ACT OF 1933, AS
AMENDED.


 


18

















 


EXHIBIT C


 


YPC Competitors


 


[***]


 


Confidential


[  ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES EXCHANGE ACT OF
1933, AS AMENDED.


 


19

















 


EXHIBIT D


 


Third Party Agreements


 




	
  Agreement

  	
   

  	
  Termination/Expiration Date

  
	
  Co-Branded Yellow
  Pages and White Pages Directory Services Agreement with Verizon
  (Superpages)

  	
   

  	
  [***]

  
	
  Intelius Content Distribution Agreement

  	
   

  	
  [***]

  
	
  RHD

  	
   

  	
  [***]

  
	
  ServiceMagic Content License Agreement

  	
   

  	
  [***]

  
	
  LendingTree Marketing Agreement

  	
   

  	
  [***]

  






 


Confidential


[  ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES EXCHANGE ACT OF
1933, AS AMENDED.


 


20

















 


EXHIBIT E


 


Screenshots


 


The
below Screenshot shows an example of a Yellow Pages Navigation Box.


 





 


Confidential


[  ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES EXCHANGE ACT OF
1933, AS AMENDED.


 


21

















 


The
below Screenshot shows a example of a Results Page.


 





 


Confidential


[  ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES EXCHANGE ACT OF
1933, AS AMENDED.


 


22

















 


The
below screen shot shows an example of a search box that would NOT be considered
a Yellow Pages Navigation Box. Some but not all of the search results from
this search box would go to YPC Results.. The Yellow Pages link would go
to YPC results.


 





 


Confidential


[  ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES EXCHANGE ACT OF
1933, AS AMENDED.


 


23

















 


The
Screenshot below shows an example of a Starter Guide. It shows an example of a
Category Sections and Listing Links.


 





 


Confidential


[  ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES EXCHANGE ACT OF
1933, AS AMENDED.


 


24

















 


The
Screenshot bellows shows an example of a Find Nearby search box that may or may
not return YPC results. The results cannot be provided by a YPC Competitor. It
also shows another Results Page.


 





 


Confidential


[  ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES EXCHANGE ACT OF
1933, AS AMENDED.


 


25