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


Exhibit 10.30


 


PROFESSIONAL SERVICES AND LICENSE AGREEMENT


 


THIS
PROFESSIONAL SERVICES AND LICENSE AGREEMENT (this “Agreement”) is made this 27th day of June, 2003
(the “Effective Date”), by and between Dex Media, Inc. a Delaware corporation
having a principal place of business at 198 Inverness Drive West, Englewood,
Colorado 80112 (“Dex”), and Aptas,
Inc., a California corporation having a principal place of business at Suite
600, 1899 Wynkoop, Denver, CO 80202 (“Aptas”)
(each, a “party” and collectively,
the “parties”).


 


WHEREAS,
Aptas is undertaking certain development, integration and deployment
activities, including the supporting software applications, in order to develop
and possess the capability to provide to Dex data processing-support and
services (“Ad Knowledge Services”)
involving the processing of Dex’s print advertisement data (“Dex Data Sets”) into compilation data sets
for use in advanced digital search and filtering of information contained in
Dex’s print advertisements;


 


WHEREAS,
Dex desires to obtain, and Aptas desires to provide to Dex certain Ad Knowledge
Services as more fully described below and in the attached Schedule A (the “Services”); and


 


WHEREAS,
Dex desires to obtain, and Aptas desires to provide to Dex certain ownership
and license rights in the supporting software applications developed or
obtained by Aptas for use with the Ad Knowledge Services.


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which arc hereby acknowledged, the parties hereto hereby agree as follows:


 


1.            
SCOPE
OF SERVICES.


 


Commencing
on the Effective Date, Aptas shall provide the following Services to Dex, as
more fully described in Schedule A (“Statement
of Work” or “SOW”) and
as they may evolve during the Term (as defined in Section 5.1) or be
supplemented, enhanced, modified or replaced. If any incidental services,
functions or responsibilities not specifically described in this Agreement or
the SOW are an inherent, necessary or customary part of the Services or are
required for proper performance or provision of the Services as contemplated in
this Agreement, they shall be deemed to be included within the scope of the
Services to be delivered for the fees and charges set forth in Schedule C (“Payment Schedule”), as if such services,
functions or responsibilities were specifically described herein and in the
SOW.


 


Dex/Aptas
Services and License

Agreement


 


1

















 


1.1          
Data
Services.   Aptas
shall provide the Data Services in accordance with the SOW.


 


1.2          
Transition
Services.   Aptas
shall provide the Transition Services, as requested by Dex, pursuant to Section
4.7.


 


1.3          
New
Services.   From
time to time, Dex and Aptas may agree that additional services shall be
performed that are materially different from and materially in addition to the
Services contemplated herein (“New Services”)
pursuant to work orders agreed upon by the parties. If Dex requests that Aptas
perform any New Services, Aptas shall promptly prepare a New Services proposal
for Dex consideration. Aptas shall prepare such New Services proposal at no
additional charge to Dex and shall use commercially reasonable efforts to
deliver such proposal to Dex within ten (10) business days of its receipt of
Dex’s request or in such other reasonable time as agreed to by the parties.
Such New Services proposal shall include, as applicable, (i) a detailed pricing
proposal for the New Service, including the required Aptas personnel, their
skill set, the estimated number of hours and total cost to complete the New
Services, material and hardware costs, and travel costs and out of pocket
expenses; (ii) a general description of the performance standards to be
associated with such New Service; (iii) a schedule for commencing and
completing the New Service; (iv) a description of the new hardware, software or
services required to provide the New Service; (v) any special provisions
related to Dex ownership of any development to be undertaken in the performance
of the New Services, and (vi) any additional terms and conditions applicable to
the New Services. Dex may accept or reject any New Services proposal in its
sole discretion and Aptas shall not be obligated to perform any New Services
unless the parties agree in writing on the applicable terms and conditions.
Unless the parties otherwise agree, if Dex accepts Aptas’ proposal, Aptas shall
perform the New Services and be paid in accordance with this Agreement and such
additional terms and conditions as are agreed upon by the parties in writing.
Upon Dex’s acceptance of Aptas’ proposal for New Services, the scope of the
Services will be expanded and this Agreement will be deemed modified to include
such New Services. The parties shall agree in writing on the applicable terms
and conditions of such New Services, including any additional licenses to be
granted to Dex by Aptas and additional license fees and other fees to be paid
by Dex to Aptas (“Additional Payments”).


 


2.            
PERFORMANCE
STANDARDS AND CREDITS.


 


2.1          
Performance
Standards.   At
all times, Aptas shall perform the Services at levels of accuracy, quality,
completeness, timeliness, and responsiveness, that are equal to or higher than
generally accepted industry standards and practices for similar services and
products. Aptas’ primary performance obligation shall be to perform the
Services so as to meet or exceed the Performance Standards set forth in the SOW
(each a “Performance Standard”).
If more than one Performance Standard applies to any particular obligation of
Aptas, Aptas shall perform in accordance with the most stringent Performance
Standard that is specified in the SOW.


 

















 


2.2          
Performance
Credits.   Aptas
recognizes that its failure to meet the Performance Standards could have a
material adverse impact on the business and operations of Dex and that the
damages resulting from Aptas’ failure to meet such Performance Standards may
not be capable of precise determination. Accordingly, if Aptas fails to meet
any such Performance Standard, then, in addition to any other remedies
available to Dex under this Agreement at law or in equity, Aptas shall pay Dex
the performance credits specified in the SOW (“Performance Credits”). If Dex recovers other monetary damages
as a result of Aptas’ failure to meet one or more Performance Standards, Aptas
shall be entitled to set-off against such damages any Performance Credits paid
for the failures giving rise to such recovery.


 


2.3          
Problem
Analysis.   In the
event of a systemic, substantial or recurring, and material failure by Aptas to
meet the Performance Standards, or if Aptas fails to provide the Services in
accordance with the quality standards and measurement criteria specified herein
or in the Performance Standards (each a “problem”),
Aptas shall (after resolving any immediate problem(s)) (i) expeditiously
conduct a root cause analysis of such problem; (ii) initiate remedial action to
correct the problem on an ongoing basis and begin meeting the applicable
Performance Standards as soon as practicable thereafter; (iii) advise Dex, as
and to the extent reasonably requested by Dex, of the status of remedial
efforts being undertaken with respect to such problem; and (iv) provide Dex
with reasonable evidence that the causes of such problem have been or will be
corrected on an ongoing basis, to the extent applicable.


 


2.4          
Dex
Performance Obligations and Savings Clause.   Dex recognizes that its failure to provide
access to the Dex Data Sets, or personnel in a manner as specified in the SOW
or otherwise required for the timely performance of its Services, may result in
Aptas’ failure to meet specific and cumulative future milestones. Aptas’
failure to perform its responsibilities under this Agreement or to meet the Performance
Standards shall be excused if and to the extent such failure or non-performance
results from a failure by Dex, or any affiliate, agent or representative of Dex
or any third party otherwise engaged by Dex, to perform its responsibilities
under this Agreement; provided that Aptas provides Dex with reasonable notice
in writing of such non-performance and uses commercially reasonable efforts to
perform notwithstanding such failure to perform by or on behalf of Dex.


 


3.            
PAYMENT
SCHEDULE, FEES AND CHARGES.


 


3.1          
Fees
and Charges.   In
consideration of Aptas’ provision of Services and rights in the Materials and
other items granted hereunder, Dex shall pay Aptas the fees and charges in
accordance with the terms and conditions herein and in the Payment Schedule.


 


3.2          
Payment
Terms.   Unless
another date for payment is stipulated herein, Dex agrees to exercise good
faith and pay all undisputed fees within forty-five (45) days from the date of
its receipt of timely and accurate invoices presented in accordance with this
Agreement. As used in this Agreement, a fee is “undisputed” if Dex cannot in good faith dispute its legitimacy
and all fees herein are presumptively undisputed unless disputed by Dex in good
faith.


 

















 


3.3          
Right
to Set-off.   With
respect to any amount to be paid or reimbursed by Dex hereunder, Dex may set
off against such amount any undisputed-amount Aptas is obligated to pay Dex
hereunder.


 


3.4          
Taxes.  
Aptas shall pay all sales,
use and other taxes imposed by any governmental authority by reason of the
transactions contemplated by this Agreement; provided, however, that Aptas
shall not be liable for any taxes based on income or net worth of Dex.


 


3.5          
Timely
Invoicing.   Aptas
shall provide timely, accurate and detailed invoicing. Within thirty (30) days
of termination or expiration of this Agreement for any reason, Aptas shall
submit to Dex an itemized invoice for any fees theretofore accrued under this
Agreement.


 


3.6          
Credits
and Refunds.   To
the extent a credit or refund may be due to Dex pursuant to this Agreement,
Aptas shall provide Dex with an appropriate credit against amounts then due and
owing; if no further payments arc due to Aptas, Aptas shall pay such amounts to
Dex within forty five (45) days of Dex’s claim therefor.


 


3.7          Most Favored
Customer.   Aptas
represents and warrants that all of the prices, warranties, benefits and other
terms, when viewed in their totality of products, services, rights and volumes
being provided hereunder, are equivalent to or better than the terms being
offered by Aptas to its other yellow pages publishers substantially similar in
form, rights and volume to the Services or the Materials.  If, during the
Term, Aptas offers more favorable terms to any such customer than are offered
to Dex hereunder, then Aptas shall concurrently extend such terms to Dex, and
this Agreement, at Dex’s option, shall be deemed appropriately amended to
provide such terms to Dex.  Any amounts charged to Dex in excess of prices
charged by Aptas to any other yellow pages publisher for substantially similar
services or Materials when viewed in their totality shall result in an
adjustment to the amounts charged to Dex by Aptas for equivalent services,
effective from the effective date on which those services are provided at those
charges to the other publisher, at Dex’s option.  At the end of each
contract year of this Agreement, a financial officer of Aptas shall certify in
writing that Aptas has strictly and in good faith complied with this provision.


 


4.            
TERM;
TERMINATION.


 


4.1          
Term.   The initial term
(“Initial Term”) of this Agreement
shall commence on the Effective Date and continue until 12:00 midnight
(Mountain Time) on the fourth anniversary of the date of completion of the
Initial Cycle (as defined in the SOW, the “Initial
Cycle”), unless terminated earlier in accordance with this
Agreement. Thereafter, the Agreement shall automatically renew for up to three
(3) additional one (1) year periods (each, a “Renewal
Term”), each at the same rates (including adjustment pursuant to
Section 4 of Schedule C), terms and conditions set forth herein, unless Dex
notifies Aptas of its desire not to renew at least thirty (30) days prior to
the end of the Initial Term or the then-current Renewal Term, as the case may
be (the Initial Term and any Renewal Term are collectively referred to as the “Term”).


 

















 


4.2          
Termination
For Convenience.


 


4.2.1       
By Dex.   At any time following one
hundred eighty (180) days following the Effective Date Dex may terminate this
Agreement for convenience and without cause by giving sixty (60) days prior
written notice to Aptas designating the termination date. In the event of
termination pursuant to this Section 4.2.1, (i) prior to completion of the
Initial Cycle, in the event Dex elects to retain the license to the Materials
provided pursuant to Section 5.2, Dex shall pay Apatas a one-time license
payment of Twenty Five Thousand Dollars ($25,000,00); and (ii) during the sixty
(60) day notice period provided under this Section 4.2,1, Dex shall continue
deliver to Aptas the Dex Data Sets in accordance with the 12-month Projected
Publishing Schedule therefor provided pursuant to the SOW during such sixty
(60) day period and Aptas shall continue to provide the Services during such
sixty (60) day period


 


4.2.2       
By Aptas.   In the event that following
completion Initial Cycle, during any sixty (60) consecutive day period under
this Agreement, Dex shall not have delivered to Aptas any Dex Data Sets, Aptas
may provide Dex written notice of its intention to terminate this Agreement if
Dex shall not have delivered any Dex Data Sets to Aptas within the forty-five
(45) day period following such notice, and in the event Dex shall not deliver
any Dex Data Sets to Aptas within such forty-five (45) day period, this
Agreement shall terminate, subject to the provision by Aptas of Transition
Services in accordance with this Agreement.


 


4.3          
Termination
For Cause by Dex.   Dex
may terminate this Agreement for cause by written notice to Aptas if (i) Aptas
shall fail, within ten (10) days of the Effective Date, to have acquired a
right to use the software and other intellectual property rights (in source and
object code form) of Moon Valley, Inc. related to data extraction (the “Moon Valley IP”), together with the right
to sublicense or the Dex license rights as contemplated in and in accordance
with Section 5.3.2(d) with respect to the Moon Valley IP, and to provide to Dex
reasonable written evidence of such acquisition and of such Dex rights,
including delivery of the original of the Moon Valley Acknowledgement from Moon
Valley, Inc. as contemplated in Section 5.3.2(d); (ii) Aptas shall fail, prior to
ten (10) days following the Effective Date, to have closed in the period since
May 1, 2003, in excess of Five Hundred Thousand Dollars ($500,000,00) of bona
fide equity funding including promissory notes that involves no forward
contingencies (that materially impact Aptas’ access to and retention of said
capital, and to provide to Dex reasonable written evidence of such closing;
(iii) Aptas shall fail to deliver any required Deliverable (as defined in the
SOW) within forty-five (45) days of the specified delivery date therefor, (iv)
Aptas shall incur liquidated damages during the Initial Cycle (as defined in
the SOW) in excess of Fifty Thousand Dollars ($50,000,00) for failure to meet
Initial Cycle Milestones (as defined in the SOW), (v) Aptas shall otherwise
materially breach the Agreement and fails to cure such breach within seven (7)
days of written notice of such breach from Dex; (vi) Aptas fails to meet the
same Performance Standard set forth in this Agreement on three (3) or more
occasions during any consecutive six (6) month period during the Term, provided
that Dex may immediately terminate this Agreement upon the third occurrence of
Aptas’ failure to meet the Performance Standards without regard as to whether
the six (6) month period referenced herein has expired; (vii) Aptas is subject
to a petition in bankruptcy or a proceeding related to insolvency or makes
assignment for the benefit of creditors or notifies Dex that it


 

















 


anticipates
any of the foregoing events. Notwithstanding anything to the contrary contained
herein, Dex shall not be required to pay any amounts to Aptas under this
Agreement upon the occurrence and during the existence of Aptas’ default or
material breach of this Agreement.


 


4.4          
Termination
for Cause by Aptas.   In the event that Dex fails to make any undisputed payments to Aptas in
accordance with this Agreement, and fails to cure such payment default within
sixty (60) days of written notice from Aptas of the possibility of termination
for failure to make such payment, Aptas may, by written notice to Dex,
terminate this Agreement.


 


4.5          
Continuing
License.   Early
termination of the Agreement for any reason, other than termination by Aptas
pursuant to Section 4.4 prior to completion of the Initial Cycle, shall not
terminate the license and other rights granted to Dex pursuant to Section 5;
provided, however, Dex shall, to the extent applicable, have the continuing
obligation to make the usage fee payments provided for in Section 5 of Schedule
C hereto.


 


4.6          
Effect
of Termination or Expiration.   Within thirty (30) days after the expiration or termination of this
Agreement or completion of the Transition Services requested by Dex hereunder,
whichever is later, each party shall return to the other, or at such party’s
direction destroy, and certify to such party in writing that the original and
all copies, in whole or in part, of the other party’s Confidential Information
(except as may be retained by Dex pursuant to the license or other rights provided
pursuant to Section 5) have been returned or destroyed.


 


4.7          
Transition
Services.   As
part of the Services and for fees and charges set forth in the Payment
Schedule, Aptas shall provide to Dex or its designee the following transition
services (“Transition Services”):


 


4.7.1       
Period of Provision.   Aptas shall provide such
Transition Services to Dex or its designee commencing upon notice by Dex prior
to the expiration of the Term or notice of termination of the Agreement
(regardless of the reason for such termination) and continuing for up to twelve
(12) months following the effective date of the expiration or termination of
the Agreement to allow the Services to continue without material interruption
or material adverse effect on Dex’s business environment and to ensure an
orderly transition of Services and other operations contemplated under this
Agreement from Aptas to Dex or its designee, so long as Dex maintains its
payment obligations as stipulated in Section 3.2 to the extent the Services
continue to be performed.


 


4.7.2       
Technical Assistance.   Aptas shall (i) assist Dex in
developing a written transition plan for the transition of the Services and
other operations contemplated under this Agreement to Dex or its designee, which
plan shall include capacity planning, facilities planning, telecommunications
planning and other planning necessary to effect the transition; (ii) perform
consulting services as requested to assist in implementing the transition plan;
and (iii) provide other technical assistance as requested by Dex. Aptas’
assistance for the technical assistance described in this Section 4.7.2 shall
be deemed New Services, and shall be charged at rates consistent with the
charges otherwise provided under this Agreement, but in no event in excess of
the then prevailing reasonable consulting services rates of Aptas.


 

















 


4.7.3       
Extension of Services.   For up to 12 months after the
effective date of the expiration or termination of the Agreement, Aptas shall
provide to Dex, at Dex’s request, any or all of the Services being performed by
Aptas prior to such date. To the extent Dex requests Transition Services, such
Services shall be provided subject to and in accordance with the terms and
conditions of the Agreement and Dex shall pay Aptas the fees set forth in the
Payment Schedule that Dex would have been obligated to pay Aptas for such
Services if this Agreement had not yet expired or been terminated. Services not
explicitly identified and not under current obligations in this Agreement shall
be charged at rates consistent with the charges otherwise provided under this
Agreement, but in no event in excess of the then prevailing reasonable rates of
Aptas for its products and services. Aptas shall perform the Transition
Services with the same degree of accuracy, quality, completeness, timeliness,
responsiveness and resource efficiency as it provided and was required to
provide the same or similar Services during the term of the Agreement, The
quality and level of performance of the Services provided by Aptas following
the expiration or termination of the term of the Agreement as to all or part of
the Services or Aptas’ receipt of a notice of termination or non-renewal shall
continue to meet or exceed the Performance Standards and shall not be degraded
or deficient in any respect.


 


4.7.4       
Right to Hire.   In the case of a termination of
the Term pursuant to Section 4.3, Dex shall be entitled to seek to hire
individuals who have been directly involved in the performance of the Services
over the six (6) month period immediately preceding the termination, provided,
however, the foregoing shall not apply to any individual employee of Aptas who
is then serving as a designated Consultant pursuant to Section 12.1 of this Agreement.


 


4.7.5       
Equipment.   Dex or its designees will have the right, but not
the obligation, to purchase, at net book value, or fair market value, whichever
is lower, or assume the lease of any equipment primarily used by Aptas to
provide Services to Dex (each of which leases Aptas shall assure is so
assumable). Such equipment shall be transferred on an as is, where is basis, as
of the expiration or termination date or the completion of any Services
associated with such equipment requested by Dex under this Section 4.7,
whichever is later. In the case of Aptas-owned equipment, Aptas shall grant to
Dex a warranty of title and a warranty that such equipment is free and clear of
all liens and encumbrances. In the case of leased equipment, Aptas shall
represent and warrant that the lease is not in default and that all payments
thereunder have been made through the date of transfer.


 


4.7.6       
Subcontractors.   Aptas shall notify Dex of any
subcontractors or other third party suppliers performing any portion of the
Services and shall assist Dex or its designee in making commercially reasonable
arrangement for the continued performance by such party for the benefit of Dex.


 


4.7.7       
License Rights.   To the extent necessary, Aptas
shall undertake such activities as may be required to confirm or otherwise
arrange for the continuation of the license or other rights contemplated in
Section 5.


 

















 


4.8          
Right
to Seek Preliminary Injunction.   Each party shall be entitled to seek preliminary injunctive relief in a
court of competent jurisdiction for violations of this Agreement without prior
compliance with the procedures set forth in Sections 11.1 and 11.2 provided
that the party seeking such preliminary relief shall, to the extent not incompatible
with its good faith requirements to protect its interests and rights under and
related to this Agreement, provide the other party two (2) business day’s
notice prior to seeking such relief, which notice shall include a description
of the reason it is seeking such relief and during such two (2) day notice
period the party seeking such relief shall attempt in good faith to discuss the
issue with the Contact Manager of the other party. Without limiting the
foregoing, Aptas acknowledges that, in the event it breaches (or attempts or
threatens to breach) its obligation respecting continued performance in
accordance with Section 11.3, Dex may be irreparably harmed, and if a court of
competent jurisdiction should find that Aptas has breached (or attempted or
threatened to breach) such obligation, Aptas agrees that without any additional
findings of irreparable injury or other conditions to injunctive relief, it
shall not oppose the entry of an appropriate order compelling performance by
Aptas and restraining it from such breach (or attempted or threatened breach).
Contemporaneously with the seeking of any equitable relief hereunder, the
parties shall initiate and undertake the activities contemplated by Sections
11.1 and 11.2 to the final resolution of the issues as contemplated therein.


 


4.9          
Surviving
Terms.   Any
provision of this Agreement which contemplates performance or observance
subsequent to any termination of this Agreement shall survive any termination
of this Agreement and continue in full force and effect. Additionally, all
provisions of this Agreement will survive the termination of this Agreement to
the fullest extent necessary to give the parties the full benefit of the
bargain expressed herein.


 


5.            
INTELLECTUAL
PROPERTY.


 


5.1          
Dex Ownership of Materials.   Subject
to the provisions of Section 5.2 below, Dex shall own all right, title and
interest (including any copyright, patent, trade secrets, trademark or other
intellectual property rights) in the software and other materials (including
any related documentation and user manuals) owned or developed by Aptas for use
in connection with the Ad Knowledge Services (the “Materials”). The Materials, as appropriate, shall be
considered to be works made for hire (as that term is used in Section 101
of the United States Copyright Act, 17 U.S.C. § 101, or in analogous provisions
of other applicable Laws) owned by Dex, If any such Materials may not be
considered a work made for hire under applicable law, the Agreement will provide
for Aptas’ current irrevocable assignment, and commitment for further
assignment as necessary, to Dex without further consideration, of all of Aptas’
right, title and interest in and to such Materials, including intellectual
property rights, and the acknowledgement by Aptas that Dex and the successors
and assigns of Dex shall have the right to obtain and hold in their own name
any intellectual property rights in and to such Materials. To such end, Aptas
commits to execute and deliver any documents and undertake such reasonable
actions (and, at Dex’s request, cause any of its employees, agents and
subcontractors to execute and deliver or so undertake actions) requested by Dex
in connection therewith. In connection with such ownership by Dex of the Materials,
Dex shall grant to Aptas a non-


 

















 


exclusive,
non-transferable other than in accordance with Section 12.21, worldwide,
limited right and license to use, execute, reproduce, display, perform, modify
and distribute the Materials for the purposes of providing the Services and
further for undertaking good faith commercialization of the Materials; provided
that such grant shall be exclusively on an as-is, where-is, non-warranty,
non-indemnity basis and Aptas shall indemnify Dex against any liability associated
with Aptas’ use of the Materials.


 


5.2          
Re-Assignment
and License.  
Upon the occurrence of a Trigger Event (as defined below) following the
Effective Date and prior to the termination or expiration of this Agreement,
Dex shall re-assign to Aptas all right, title and interest of Dex in and to the
Materials, provided that such re-assignment shall be (i) exclusively on an
as-is, where-is, non-warranty, non-indemnity basis; and (ii) undertaken
simultaneously with and in exchange for (and subject to reservation by Dex for)
the grant by Aptas to Dex and its affiliates of a license to the Materials,
which license shall be a non-exclusive, non-transferable (except pursuant to
Section 12.21), perpetual, irrevocable, worldwide right and license to install,
integrate with other software, access, use, operate, execute, archive, copy,
and display, and create derivative works of, modify and enhance the Materials
for use in a manner consistent with Dex’s use of the Services contemplated
under this Agreement, and to permit a third party provider to so install,
integrate, access, use, operate, execute, archive, copy, and display for the
benefit of Dex and its affiliates. For purposes of this Section 5.2, a “Trigger Event” shall be any one of the
following sets of events:


 


5.2.1       
the closing by Aptas of a
bona fide round(s) of equity funding (including promissory notes with a
maturity not earlier than the end of the Initial Term or which have been
subsequently converted to equity involving no forward contingency to Aptas) or
any merger and/or acquisition scenarios that involve no forward contingencies
that materially impact Aptas’ access to and retention of said capital, in
excess of One Million Five Hundred Thousand Dollars ($1,500,000.00) since May 1st,
2003, including amounts raised as contemplated in Section 4.3(ii) provided that
to the extent such amounts involve promissory notes, the maturity thereof is
not earlier than the end of the Initial Term or such notes have been converted
to equity involving no forward contingency to Aptas;


 


5.2.2       
the (a) execution of bona
fide customer or business partner contract(s) by Aptas that provide a
reasonable aggregate expectation of more than Seven Hundred Fifty Thousand
Dollars ($750,000.00) in revenue during the first 12 months of such contract(s)
and (b) closing by Aptas of a bona fide round(s) of equity funding (including
promissory notes with a maturity not earlier than the end of the Initial Term
or which have been subsequently converted to equity involving no forward
contingency to Aptas) or any merger and/or acquisition scenarios that involve
no forward contingencies that materially impact Aptas’ access to and retention
of said capital, in excess of Five Hundred Thousand Dollars ($500,000.00) since
May 1st, 2003, including amounts raised as contemplated in Section 4.3 (ii)
provided that to the extent such amounts involve promissory notes the maturity
thereof is not earlier than the end of the Initial Term or such notes have been
converted to equity involving no forward contingency to Aptas;


 

















 


5.2.3       
the  (a)
closing by Aptas of a bona fide round(s) of equity funding (including
promissory notes with a maturity of not earlier than the end of the Initial
Term or which have been subsequently converted to equity involving no forward
contingency to Aptas) or any merger and/or acquisition scenarios that involve
no forward contingencies that materially impact Aptas’ access to and retention
of said capital, in excess of One Million Three Hundred Thousand Dollars
($1,300,000.00) since May 1st, 2003, including amounts raised as contemplated
in Section 4.3(ii) provided that to the extent such amounts involve promissory
notes, the maturity thereof is not earlier than the end of the Initial Term or
such notes have been converted to equity involving no forward contingency to
Aptas, and (b) execution of bona fide customer or business partner contract(s)
by Aptas that provide a reasonable aggregate expectation of more than Six
Hundred Thousand Dollars ($600,000.00) in revenue during the first 12 months of
such contract(s);


 


5.2.4       
the (a) passage of six
(6) months following completion of the Initial Cycle, and (b) closing by Aptas
of a bona fide round(s) of equity funding (including promissory notes with a
maturity not earlier than the end of the Initial Term or which have been
subsequently converted to equity involving no forward contingency to Aptas) or
any merger and/or acquisition scenarios that involve no forward contingencies
that materially impact Aptas’ access to and retention of said capital, in
excess of Five Hundred Thousand Dollars ($500,000.00) since May 1st, 2003,
including amounts raised as contemplated in Section 4.3(ii) provided that to
the extent such amounts involve promissory notes the maturity thereof is not
earlier than the end of the Initial Term or such notes have been converted to
equity involving no forward contingency to Aptas; or


 


5.2.5       
The termination of this
Agreement pursuant to Section 4.2.


 


At
any time following the occurrence of a Trigger Event, upon the request of Dex,
Aptas shall deliver to Dex a copy of the object and source code of the
Materials and Moon Valley IP (and related documentation), in such machine
readable form and on such electronic media as Dex may reasonably designate.


 


5.3          
Sublicense
for Related Third Party Materials.


 


5.3.1       
General.   Aptas may from time to time
obtain the right to use a third party’s intellectual property to enhance or
support the functionality of the Materials. Dex hereby agrees that the
Materials as defined herein do not include such third party materials. Aptas
shall promptly notify Dex of any commercially available or non-commercially
available third party software to which Aptas has obtained a right to use to
enhance or support the functionality of the Materials or required to be used in
the performance of the Ad Knowledge Services. For purposes of this provision,
the term “commercially available”
shall mean readily available to the general public on generally applicable
terms and conditions and pricing.


 

















 


5.3.2       
Non-Commercially
Available Third Party Intellectual Property.


 


(a)          
License Right.   Prior to implementing any
non-commercially available third party intellectual property for use in
connection with the Materials, Aptas will, unless otherwise approved in writing
by Dex, obtain for Dex and its affiliates a non-exclusive, royalty-free right
and license to access and/or use any such non-commercially available third
party software and materials, thereby enabling Dex to enjoy full benefit of (i)
its ownership of the Materials provided for under Section 5.1, or (ii) its
license of the Materials provided for under Section 5.2.


 


(b)          
Indemnification.   With respect to any third party
software used or provided by Aptas pursuant to this Agreement, Aptas covenants
that it shall obtain and provide appropriate intellectual property
indemnification for Dex (or obtain intellectual property indemnification for
itself and enforce such indemnification on behalf of Dex) from the suppliers of
such software. Unless otherwise approved in advance by Dex, such
indemnification shall be (i) comparable to the intellectual property
indemnification provided by Aptas to Dex under this Agreement, or (ii) the best
indemnification available in the industry for the same or substantially similar
types of software products.


 


(c)          
Third Party Licensor
Acknowledgement.  
Prior to implementing any non-commercially available third party intellectual
property for use in connection with the Materials, Aptas will obtain and
deliver to Dex an acknowledgement and agreement of the licensor of such
non-commercially available third party intellectual property substantially in
the form of Schedule E hereto (each a “Third
Party Licensor Acknowledgement”), with such modifications thereto as
shall have been approved by Dex.


 


(d)          
Moon Valley IP.   The parties acknowledge that
the Moon Valley IP (as defined in Section 4.3(i)) shall be included within the
non-commercially available third party software and materials referenced in the
preceding provisions of this Section 5.3.2 and that the obtaining of such
sublicense or license rights are the subject of Section 4.3(i) above, provided,
however, in lieu of a Third Party Licensor Acknowledgement Aptas shall provide
to Dex within ten (10) days of the Effective date in accordance with Section
4.2(i), an acknowledgement and agreement of Moon Valley, Inc. substantially in
the form of Schedule F hereto (the “Moon
Valley Acknowledgement”), which may be subject to Dex’s payment of a
royalty fee to Moon Valley, Inc. as provided therein.


 


5.4          
Contractors.  
Dex’s rights and interests
provided under this Section 5 may, at Dex’s discretion, be exercised by Dex’s
outsourcers, consultants, disaster recovery services providers, hosting
services providers and other third parties providing to Dex technical services
or advice, and each of their subcontractors (collectively, “Contractors”) for the benefit of Dex.


 


5.5          
Source
Code.


 


5.5.1       
Escrow Agreement.   Within 30 days from the
Effective Date, Aptas shall enter into a written escrow agreement substantially
in the form attached hereto as Schedule B (“Source
Code Escrow Agreement”) pursuant to which it will deposit with the
escrow agent a copy of the source code for the Materials and the Moon Valley IP
(“Escrow Materials”). Dex


 

















 


shall
promptly reimburse Aptas for the fees payable to the escrow agent, but Aptas
shall be responsible for all of its costs and expenses associated therewith.
Aptas shall regularly update the Escrow Materials to reflect current Materials
and Moon Valley IP, including in accordance with the provisions of the Source
Code Escrow Agreement.


 


5.5.2       
Use of Escrow
Materials.   Dex
may use, copy, disclose, modify, enhance, upgrade, revise and create derivative
works of the Escrow Materials, when released by the escrow agent, solely for
the purpose of enjoying or exercising its ownership or license rights in and to
the Materials granted pursuant to this Agreement.


 


5.6          
Improvements.  
As further provided in the
SOW, the Materials licensed by Aptas pursuant to this Agreement (or owned by
Dex pursuant to Section 5.1, as applicable) shall be the most current version
of the Materials, including the latest Improvements, unless Dex decides to
waive its rights to receive certain Improvements. “Improvements” shall mean any and all improvements, additions,
modifications, enhancements, corrections, updates, releases, revisions and new
versions of the Materials as developed by Aptas as required in the performance
of Ad Knowledge Services or to enhance the functionality of the Materials.


 


5.7          
Remote
Access; Disaster Recovery, Etc.   As further provided in the SOW, the rights and licenses grants under
this Section 5 may be exercised by remote access over telecommunications
networks or by direct connection, and shall include, without limitation, and at
no additional charge, use for disaster recovery, testing, backup, development
and archival purposes.


 


5.8          
Required
Consents.   To the
extent any third party consents are required for Aptas’ performance of the
Services hereunder or Dex’s receipt or exercise of its license rights
hereunder, Aptas shall be solely responsible for obtaining such consents at its
own expense.


 


5.9          
Updates
to Materials.   Following
the Term and any period of performance of Transition Services, to the extent
that Aptas chooses to continue to maintain and develop the Materials, Aptas will
make available to Dex on a continuing basis and on commercially reasonable
terms, maintenance, including enhancements, modifications and improvements, to
the Materials.


 


6.            
REPRESENTATIONS
AND WARRANTIES; LIABILITY.


 


6.1          
Materials;
Services.   Aptas
represents and warrants that: (i) the Materials shall be substantially free
from material programming errors and from material defects in workmanship and
materials and shall substantially operate and conform to the performance
capabilities, specifications, functions and other descriptions and standards
applicable thereto as set forth in this Agreement; (ii) Services shall be
performed in a timely, workmanlike and professional manner by qualified
professional personnel fully familiar with the applicable technology; and (iii)
the Services and the Materials shall conform to the best practices in the
industry for similar services and software and performance standards.


 

















 


6.2          
Ownership;
Authority.   Aptas
represents and warrants that: (i) it has full power and authority to enter into
this Agreement and to grant the Warrants and the rights granted by this
Agreement to Dex with respect to the Materials and to perform fully and
completely the Services and its obligations under this Agreement, without the
consent of any other person; (ii) it has the financial resources necessary to
perform or cause to be performed all of its obligations hereunder; (iii) none
of Aptas’ rights in or to the Materials are subject to any lien, security interest
or other encumbrance (including those rights granted under the secured
promissory notes previously issued to certain Aptas shareholders and for the
secured promissory notes Aptas is obligated to issue to those same shareholders
following execution of this Agreement) which are superior to the rights of Dex
provided hereunder, and Aptas will not allow any future lien, security interest
or other encumbrance to be created in or to the Materials which is not
expressly subordinated to the rights granted to Dex hereunder without the
express written consent of Dex; (iv) neither the performance of the Services by
Aptas nor the license to and use by Dex of the Materials or the third party
software pursuant to Section 5.3 shall in any way constitute an infringement,
misappropriation or other violation of any copyright, trade secret, trademark,
patent, invention, proprietary information, nondisclosure or other right; and
(v) no claim (whether or not embodied in an action, past or present) that the
Services, Materials or third party software described in Section 5.3 infringes
any copyright, trademark or patent, or misappropriates any trade secret or
other right, has been threatened or asserted, and no such claim is pending
against Aptas or against any entity from which Aptas obtained such rights.


 


6.3          
Compliance
with Applicable Laws.   Aptas represents and warrants that the Materials, its ownership by
and/or license to and use by Dex as contemplated under this Agreement, and the
performance by Aptas of the Services shall be in compliance with all applicable
laws, rules and regulations.


 


6.4          
Documentation.  
Aptas represents and
warrants that at all times during the Term (i) it shall maintain documentation
describing in reasonably full and complete detail all functions of the version
of the Materials in a way that would enable a person reasonably skilled in like
computer software to effectively use such functions and (ii) for Materials
provided in source code form, that the documentation that is part of the Escrow
Materials for such Materials includes all information reasonably necessary to
enable a person reasonably skilled in like computer software to efficiently use
and modify the Materials.


 


6.5          
Disabling
Code.   Aptas
covenants, warrants and represents that it has taken, or shall take prior to
delivery to Dex, all reasonable steps to test the Materials for Disabling Code
(as defined below) and that the Materials shall be free of Disabling Code as of
the date of delivery by Aptas, and that Aptas shall continue to take such steps
with respect to future enhancements or modifications to the Materials. Aptas
shall not invoke any Disabling Code on any of Dex’s systems. The term “Disabling Code” means computer
instructions, features or functions that may permit Aptas or a third party to,
or may automatically: (i) alter, destroy or inhibit the Materials and/or Dex’s
processing environment; (ii) erase, destroy, corrupt or modify any data,
programs, materials or information used by Dex or store any data, programs,
materials or information on Dex’s computers without the consent of Dex; (iii)
discontinue Dex’s effective use of the Materials; or (iv) bypass any internal
or external software security measure to obtain


 

















 


access
to any hardware or software of Dex without the consent or knowledge of Dex,
including, but not limited to, other programs’ data storage and computer
libraries. Disabling Code includes, but is not limited to, programs that
self-replicate without manual intervention, instructions programmed to activate
at a predetermined time or upon a specified event, and/or programs purporting
to do a meaningful function but designed for a different function.


 


6.6          
Century
Date-Change Requirements.   Aptas represents and warrants that the Materials shall fully comply
with the following millennium compliance statement with no limitations. The
definition of compliance is the ability to: (i) correctly handle date
information before, during and after 1 January 2000 accepting date input, providing
date output and performing calculations on dates or portions of dates; (ii)
function accurately and without interruption before, during and after 1 January
2000 without changes in operation associated with the advent of the new century
assuming correct configuration; (iii) where appropriate, respond to two-digit
date input in a way that resolves the ambiguity as to century in a disclosed,
defined and predetermined manner; (iv) store and provide output of date
information in ways that are unambiguous as to century; and (v) manage the leap
year occurring in the year 2000, following the quad-centennial rule. This
representation and warranty shall not apply to any third-party products or
software used in combination with the Materials unless such products or
software are previously approved or supplied by Aptas.


 


6.7          
Aptas’
Fulfillment of Warranty Obligations.


 


6.7.1       
In the event of Aptas’
breach of the conformity warranties set forth above, Aptas shall promptly
correct any nonconformity, defect or error in the Materials or re-perform
nonconforming Services, as the case may be, at no additional charge to Dex. If
Aptas fails to promptly correct any nonconformity, defect or error in the
Materials, or re-perform nonconforming Services and Dex in its discretion must
therefore obtain replacement system or services, such failure shall constitute
a material default by Aptas hereunder.


 


6.7.2       
In the event of Aptas’
breach of the non-infringement warranties set forth above, Aptas shall, at its
sole option (i) promptly procure for Dex the right to continue using such
Materials or Service or item as contemplated hereunder or (ii) replace or
modify the affected Materials or Services or item without materially
diminishing its functional capabilities to make its use non-infringing, at no
additional charge to Dex. If neither of the foregoing alternatives is
reasonably available (after diligent, good faith efforts of Aptas to obtain
such alternatives), then either party may terminate the Agreement upon written
notice to the other party, in which case Aptas shall promptly refund Dex any
fees paid to Aptas hereunder with respect such affected Materials or Services,
which refund shall not be unreasonably withheld, conditioned or delayed.


 


6.8          
Disclaimer.   EXCEPT AS OTHERWISE EXPRESSLY
PROVIDED HEREIN, NEITHER PARTY MAKES ANY REPRESENTATIONS, CONDITIONS OR
WARRANTIES TO THE OTHER, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED
WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.


 

















 


6.9          
Liability.  
IN NO EVENT SHALL EITHER
PARTY BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL
OR SIMILAR DAMAGES OF ANY KIND INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS,
LOSS OF BUSINESS OR INTERRUPTION OF BUSINESS, WHETHER SUCH LIABILITY IS
PREDICATED ON CONTRACT, STRICT LIABILITY OR ANY OTHER THEORY AND IRRESPECTIVE
OF WHETHER SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.


 


7.            
CONFIDENTIALITY.


 


7.1          
Dex
Confidential Information.   “Dex Confidential Information”  means any and all information about Dex,
information about Dex’s affiliates, and information about Dex’s and Dex’s
affiliates’ customers, suppliers, auditors, benefits providers and other
business partners, whether in oral, written, visual, electronic or other form,
disclosed to Aptas or observed by Aptas at any time prior to, during or after
the Term, including, without limitation, during the discussions or negotiations
relating to this Agreement, including, but not limited to: (i) business plans,
strategies, forecasts, projects and analyses; (ii) financial information; (iii)
individually identifiable information; (iv) software (including all
documentation, code and specifications); (v) hardware and system designs,
architectures, structures and protocols; (vi) product and service
specifications; (vii) manufacturing, purchasing, logistics, sales, marketing
and other business processes; and (viii) names, addresses, telephone numbers,
account numbers, and employee, supplier, customer or customer lists; and (ix)
demographic, financial and transaction information.


 


7.2          
Aptas
Confidential Information.   “Aptas Confidential Information”  means any and all information about Aptas,
information about Aptas’ affiliates, and information about Aptas’ and Aptas’
affiliates’ customers (other than Dex), suppliers, auditors, benefits providers
and other business partners, whether in oral, written, visual, electronic or
other form, disclosed to Dex or observed by Dex at any time prior to, during or
after the Term, including, without limitation, during the discussions or
negotiations relating to this Agreement, including, but not limited to: (i)
business plans, strategies, forecasts, projects and analyses; (ii) financial
information; (iii) individually identifiable information; (iv) software
(including all documentation, code and specifications); (v) hardware and system
designs, architectures, structures and protocols; (vi) product and service
specifications; (vii) manufacturing, purchasing, logistics, sales, marketing
and other business processes; and (viii) names, addresses, telephone numbers,
account numbers, and employee, supplier, customer or customer lists; and (ix)
demographic, financial and transaction information. Dex Confidential
Information and Aptas Confidential Information are collectively referred to
herein as “Confidential Information”.


 


7.3          
Agreement
Confidential.   Each
party to this Agreement will treat the terms of this Agreement as Confidential
Information of the other party.


 


7.4          
Treatment
of Confidential Information.   The party receiving Confidential Information (the “Receiving Party”) from the other party (the “Disclosing
Party”), shall use the same care and discretion to avoid disclosure,
publication or dissemination of any Confidential


 

















 


Information
received from the Disclosing Party as the Receiving Party uses with its own
similar information that it does not wish to disclose, publish or disseminate,
but in no case less than a reasonable amount of care. The Receiving Party shall
use the Disclosing Party’s Confidential Information, in the case of Aptas, only
in connection with the performance of Aptas’ obligations under this Agreement,
and, in the case of Dex, only in connection with the purposes of, and enjoyment
of rights granted under, this Agreement. The Receiving Party shall not disclose
the Disclosing Party’s Confidential Information except to the Receiving Party’s
employees, agents and contractors (collectively, its “Personnel”) who: (i) provide services to
the Receiving Party and whose use of the Confidential Information is restricted
to the Receiving Party’s authorized uses of such Confidential Information under
this Agreement; and (ii) are bound to terms at least as protective of the
Disclosing Party’s Confidential Information as the terms of this Section 7.


 


7.5          
No
Change in Ownership.  
The parties acknowledge that Confidential Information is being disclosed for
the sole purpose of advancing the parties’ business relationship and that
neither party shall acquire right, title, or interest in any Confidential
Information merely by virtue of such disclosure and that, except as otherwise
expressly provided herein, all Confidential Information is and shall at all
times remain the property of the Disclosing Party.


 


7.6          
Destruction
of Confidential Information.  
Within ten (10) business days after receiving the Disclosing Party’s written
request, the Receiving Party shall destroy, in such a manner that it cannot be
retrieved, or return to the Disclosing Party (as instructed by the Disclosing
Party) any material containing Confidential Information; provided, however,
that the foregoing shall not be deemed to require Dex to destroy any Material
which Dex owns or for which Dex has been granted a license or otherwise has a
continuing right to use.


 


7.7          
Removal
of Documents.  
Neither party shall remove from the other party’s premises the original or any
reproduction of any notes, memoranda, files, records, writings or other
documents, whether on tangible or electronic media, containing the other
party’s Confidential Information or any document prepared by or on behalf of
that party that contains or is based on the other party’s Confidential Information,
without the prior written consent of an authorized representative of the other
party.


 


7.8          
Exceptions
to Confidential Treatment.   The obligations under Section 7 do not apply to any Confidential
Information that the Receiving Party can demonstrate: (i) the Receiving Party
possessed prior to disclosure by the Disclosing Party, or its affiliates,
without an obligation of confidentiality; (ii) is or becomes publicly available
without breach of this Agreement by the Receiving Party; (iii) is independently
developed by the Receiving Party without use of any Confidential Information of
the Disclosing Party; or (iv) is received by the Receiving Party from a third
party that does not have an obligation of confidentiality to the Disclosing Party
or its affiliates.


 


7.9          
Legally
Required Disclosure.  
If a party desires to disclose Confidential Information of the other party to
an arbitrator, court or other governmental authority, such party may disclose
such Confidential Information; provided such party shall notify the other party
in


 

















 


writing
a reasonable time prior to such disclosure and shall allow the other party a
reasonable opportunity to seek appropriate protective measures.


 


7.10        
Effect
of Section 7.
  This Section 7 shall not be construed to limit or affect any of the
rights or licenses granted to Dex elsewhere herein.


 


7.11        
Life
of covenant.   The
obligations regarding Confidential Information shall not terminate upon the
expiration or termination of this Agreement and shall survive in perpetuity.


 


7.12        
Laws
and Regulations.  
Each party shall, to the extent applicable, comply with all requirements of
federal, state, local, foreign and intergovernmental laws, rules, directives
and regulations with respect to Confidential Information and other data
provided to Aptas by Dex and to Dex and Aptas by the End Users, including
without limitation the Gramm-Leach-Bliley Act and all regulations thereunder
and European Union Directive 95/46/EC on the protection of individuals with
regard to the processing of personal data and on the free movement of such data
and all national legislation enacted pursuant thereto and all regulations
thereunder. Each of Aptas and Dex shall reasonably cooperate with the other in
delivering all written documentation and other assurances for either party to
comply with all such laws and regulations.


 


8.            
DEX
DATA.


 


8.1          
Ownership.   Any data or information provided
by Dex or its users or obtained or created by Aptas in connection with its
performance of Services, including the Aptas Compilations (as defined in the
SOW) (“Dex Data”) shall be and
remain the property of Dex and is Dex Confidential Information and may be
disclosed and used by Dex without restriction; provided, however, the foregoing
shall not prevent Aptas from incorporating individual terms identified and
developed from Dex’s print ads through the performance of the Services into the
Materials, which are understood to be subject to re-assignment according to the
terms of Section 5.2. Upon Dex’s reasonable request from time to time or at any
time, Aptas shall promptly provide a copy of all Dex Data in the possession of
Aptas to Dex in a form reasonably acceptable to Dex. To the extent that Dex so
requests, at the end of the term Aptas shall destroy all copies of the Dex Data
in Aptas’ possession or under Aptas’ control. Aptas shall not withhold any Dex
Data as a means of resolving any dispute. Aptas shall not utilize Dex Data for
any purpose other than that of rendering the Services under this Agreement and
those rights granted specifically under this Section 8.1. Dex Data shall not be
sold, assigned, leased, or otherwise transferred to third parties by Aptas or
commercially exploited by or on behalf of Aptas.


 


8.2          
Safety
and Security. 
 Aptas shall establish and maintain environmental, safety and facility
procedures, data security procedures and other safeguards against the
destruction, loss, or alteration of Dex Data in the possession of Aptas which
are (i) no less rigorous than those maintained by Dex for similar production
systems and services and (ii) no less rigorous than those maintained by Aptas
for its own information of a similar nature. Aptas shall immediately inform Dex
when Aptas has reason to believe that Dex’s Confidential Information has been
accessed by any unauthorized third parties. Dex shall have the right to
establish backup


 














 


security
for Dex Data and to keep backup copies of the Dex Data in Dex’s possession at
Dex’s expense if Dex so chooses. No media on which Dex Data is stored may be
used or re-used to store data of any other customer of Aptas. Aptas will
maintain procedures to logically segregate the Dex Data from other Aptas
customer data, which procedures shall be subject to Dex’s review and approval.


 


8.3.         
Recovery
of Lost Data.   As
part of the Services, Aptas shall be responsible for developing and maintaining
procedures for the reconstruction of lost Dex Data. Aptas shall correct, at
Dex’s request and sole discretion, any destruction, loss or alteration of any
indices of Dex Data caused by Aptas or any Aptas personnel.


 


9.            
INDEMNIFICATION.


 


9.1          
Aptas
Obligation to Indemnify. 
 Aptas shall indemnify and hold harmless Dex and its affiliates and
subsidiaries, and any employee or agent thereof (each individually, an “Indemnified Person”) from and against any
and all claims, demands, suits and other proceedings (“Claims”), and shall pay as incurred all
liability, losses, damages, judgments, settlements, costs and expenses
(including reasonable attorneys fees and imputed fees of in-house counsel)
associated with the same arising from or relating to (i) the Materials or
Services; (ii) any claimed infringement, misappropriation or violation of any
third party’s trade secrets, proprietary information, trademark, copyright,
patent rights, or other property rights in connection with the Materials or
Services; (iii) Dex’s use of the Materials or Services in accordance with this
Agreement, or (iv) any express or implied warranties, representations and
covenants made by Aptas under this Agreement. Aptas may, at its option, conduct
the defense in any such third-party Claim arising as described herein and each
Indemnified Person shall reasonably cooperate, at Aptas’ expense, with such
defense. The foregoing indemnity shall not cover third-party Claims to the
extent (i) resulting from Dex’s business rules modifications to the Materials;
(ii) arising from material modification of the Materials by Dex or its agents
or representatives without Aptas’ prior reasonable approval thereof; or (iii)
arising from Dex’s or its agents, or representatives’ material acts or
omissions in violation of this Agreement.  No settlement or compromise
that imposes any liability or obligation on any Indemnified Person shall be
made without such Indemnified Person’s prior written consent, which consent
shall not be unreasonably withheld.


 


9.2.         
Infringement.   In the event any third-party
infringement Claim is filed or threatened, in addition to its other obligations
under this Section 9, Aptas shall, after obtaining a legal opinion that such
Claim is a bona fide Claim with a basis in fact, solely at its own cost and
expense, (i) obtain for Dex the right to continue using the Materials or
Services, or (ii) modify the Materials or Services to avoid the infringement
but without adversely impairing the functionality or performance of the
Materials or Services so that the Materials or Services continues to conform to
the applicable specifications therefor. If, after the exercise of Aptas’ best
efforts, Aptas is unable to obtain for Dex the right to continue using the
Materials or Services or to modify the Materials or Services to avoid the
infringement as specified in the previous sentence, Aptas shall replace the
Materials or Services with a compatible, functionally


 

















 


equivalent
replacement that is noninfringing and continues to conform to the applicable
specifications therefor.


 


9.3          
Dex
Obligation to Indemnify.   Dex shall indemnify and hold harmless Aptas and its affiliates and
subsidiaries, and any employee or agent thereof (each individually, an “Indemnified Person”) from and against any
and all claims, demands, suits and other proceedings (“Claims”), and shall pay as incurred all
liability, losses, damages, judgments, settlements, costs and expenses
(including reasonable attorneys fees and imputed fees of in-house counsel)
associated with the same arising from or relating to (i) Dex Data (including
advertising content); (ii) advertising content placement; (iii) Dex’s
infringement of any content provider’s intellectual property, and (iv) any
express or implied warranties or representations made by Dex under this
Agreement. The foregoing indemnity shall not cover third-party Claims to the
extent arising out of or resulting from Aptas’ or its agents’ or
representatives’ material acts or omissions in violation of this Agreement. Dex
may, at its option, conduct the defense in any such third-party Claim arising
as described herein and each Indemnified Person shall reasonably cooperate, at
Dex’s expense, with such defense. No settlement or compromise that imposes any
liability or obligation on any Indemnified Person shall be made without such
Indemnified Person’s prior written consent, which consent shall not be
unreasonably withheld.


 


9.4          
Mutual
Indemnity.   Each
party shall indemnity and hold harmless the other party and its affiliates and
subsidiaries, and any employee or agent thereof from and against any and all
Claims, and shall pay as incurred all liability, losses, damages, judgments,
settlements, costs and expenses (including reasonable attorneys fees and imputed
fees of in-house counsel) associated with the same arising from or relating to
any injury to or death of any person or loss of or damage to tangible property,
but only to the extent that such liability, loss, damage or expense was
proximately caused by gross negligence or willful misconduct on the part of the
party from whom indemnity is sought.


 


10.          
INSURANCE.


 


10.1        
Requirements.   Aptas shall keep in full force
and effect and maintain at its sole cost and expense the following policies of
insurance during the term of this Agreement, and require the same coverage for
any third parties, including subcontractors, performing any of the Services on
behalf of Aptas:


 


10.1.1      Workers’ Compensation and Employer’s
Liability Insurance with statutory limits as required in the state(s) of
operation, and providing coverage for any employee entering on Dex premises,
even if not required by statute. Employer’s Liability or “Stop Gap” insurance
with limits of not less than $100,000 per employee by accident.


 


10.1.2      Commercial General Liability Insurance
covering claims for bodily injury, death, personal injury or property damage
occurring or arising out of Aptas’ performance under or in connection with this
Agreement, including coverage for independent contractor’s protection,
premises-operations, products/completed operations, and contractual liability
with


 

















 


respect
to the liability assumed by Aptas hereunder. The limits of insurance shall not
be less than the following:


 


	
  Each Occurrence:

  	
   

  	
  $

  	
  1,000,000

  	
   

  
	
  General Aggregate Limit

  	
   

  	
  $

  	
  2,000,000

  	
   

  
	
  Products-Completed
  Operations Limit

  	
   

  	
  $

  	
  1,000,000

  	
   

  
	
  Personal and Advertising
  Injury Limit

  	
   

  	
  $

  	
  1,000,000

  	
   

  



 


10.1.3      Comprehensive Automobile Liability Insurance
covering the ownership, operation and maintenance of all owned, non-owned and
hired motor vehicles used in connection with the performance of this Agreement,
with limits of at least $1,000,000 per occurrence for bodily injury and
property damage.


 


10.1.4      Professional Liability and Errors and
Omissions Liability Insurance covering acts, errors, omissions and machine
malfunctions arising out of Aptas’ operations or Services with limits of not
less than $1,000,000 per occurrence and endorsed to provide coverage for
contractual liability with respect to liability assumed by Aptas hereunder.
Such insurance shall provide a retroactive date prior to the date of this
Agreement and an extended claims reporting period of not less than three (3)
years after the termination of this Agreement.


 


10.1.5      Comprehensive Crime, Employee Dishonesty and
Computer Fraud Insurance covering losses due to theft of money or securities or
arising out of or in connection with any fraudulent or dishonest acts committed
by Aptas personnel or third patties, acting alone or with others, in an amount
not less than $1,000,000 per occurrence. Such insurance shall he endorsed to
provide coverage to Dex for losses arising from theft from Aptas personnel or
third parties while providing Services.


 


10.1.6      All-Risk Property insurance covering all
Aptas equipment and other personal property of Aptas located at Dex premises in
an amount not less than full replacement cost.


 


Aptas
shall not commence any work under this Agreement until it has fulfilled all of
its insurance requirements under this Section 10. The insurance limits required
herein may be obtained through any combination of primary and excess or
umbrella liability insurance.


 


10.2        
Approved
Companies.   All
such insurance shall be procured with reputable insurance companies. Such
insurance companies shall maintain a rating at least “A” and be at least a
Financial Size Category VII as both criteria are defined in the most current
publication of Best’s Policyholder Guide.


 


10.3        
Endorsements.   Aptas’ insurance policies
required under Sections 10.1.2, 10.1.3, 10.1.4 and 10.1.6 shall name Dex and
all subsidiaries, affiliates, officers, directors, agents, servants and
employees as additional insured, as their interest may appear, for any and all
liability arising at any time in connection with Aptas’ performance under this
Agreement. Aptas’ insurance policy required under Section 10.1.5 shall name Dex
and all of its subsidiaries,


 

















 


affiliates,
officers, directors and employees as Loss Payees for any and all liability
arising at any time in connection with Aptas’ performance under this Agreement.
Such insurance afforded Dex shall be primary insurance and not excess of, or
contributory with, any other valid and collectible insurance purchased or
maintained by Dex. Aptas shall obtain such endorsements to its policy or
policies of insurance as are necessary to cause the policy or policies to
comply with the requirements stated herein.


 


10.4        
Certificates.   Aptas shall forward to Dex certificate(s)
of such insurance evidencing compliance with this Section 10 upon
execution of this Agreement and upon the further reasonable request of Dex.


 


10.5        
No
Implied Limitation.
  The obligation of Aptas to provide the insurance specified herein
shall not limit in any way any obligation or liability of Aptas provided
elsewhere in this Agreement.


 


10.6        
Insurance
Subrogation.
  Aptas shall cause its insurers to issue appropriate waivers of
subrogation rights endorsements to all applicable insurance policies maintained
by Aptas (including those specified in Section 10.1).


 


11.          
DISPUTE
RESOLUTION


 


11.1        
Informal
Dispute Resolution.   Prior to the initiation of formal dispute resolution procedures as to
any dispute, but without limiting either party’s right to seek injunctive
relief pursuant to this Agreement, the parties shall first attempt to resolve
each dispute informally, as follows:


 


11.1.1      Initial Effort.   The parties agree that the Dex
Contract Manager and the Aptas Contract Manager shall attempt in good faith to
resolve all disputes. In the event the Dex Contract Manager and the Aptas
Contract Manager are unable to resolve a dispute within fifteen (15) business
days, either party may refer the dispute for resolution to the corporate
executives specified in Section 11.1.2 below upon written notice to the other
party.


 


11.1.2      Initial Escalation.   Within five (5) business days
of a notice under Section 11.1.1 above referring a dispute for resolution by
corporate executives, the Dex Contract Manager and the Aptas Contract Manager
will each prepare and provide to Aptas’ Senior Vice-President of Technology and
Dex’s Chief Information Officer and Chief Operating Officer or successor Dex
positions, respectively, summaries of the non-privileged relevant information
and background of the dispute, along with any appropriate non-privileged
supporting documentation, for their review. The designated corporate executives
will confer as often as they deem reasonably necessary in order to gather and
furnish to the other all information with respect to the matter in issue which
the parties believe to be appropriate and germane in connection with its
resolution. The designated corporate executives shall discuss the problem and
negotiate in good faith in an effort to resolve the dispute without the
necessity of any formal proceeding. The specific format for the discussions
will be left to the discretion of the designated corporate


 

















 


executives,
but may include the preparation of agreed-upon statements of fact or written
statements of position. In the event the Dex Contract Manager and the Aptas
Contract Manager are, unable to resolve a dispute within fifteen (15) business
days, either party may refer the dispute for resolution to the corporate
executives specified in Section 11.1.3 below upon written notice to the other
party.


 


11.1.3      Final Escalation.   Within five (5) business days
of a notice under Section 11.1.2 above referring a dispute for resolution by
senior corporate executives, the executives specified in Section 11.1.2 will
each prepare and provide to Aptas’ Chief Executive Officer and Dex’s Chief
Executive Officer, respectively, summaries of the relevant non-privileged
information and background of the dispute, along with any appropriate
supporting documentation, for their review. The designated senior corporate
executives will confer as often as they deem reasonably necessary in order to
gather and furnish to the other all information with respect to the matter in
issue which the parties believe to be appropriate and germane in connection
with its resolution. The designated senior corporate executives shall discuss
the problem and negotiate in good faith in an effort to resolve the dispute
without the necessity of any formal proceeding. The specific format for the
discussions will be left to the discretion of the designated senior corporate
executives, but may include the preparation of agreed-upon statements of fact
or written statements of position.


 


11.1.4      Provision of Information.   During the course of
negotiations under Sections 11.1.1, 11.1.2 and 11.1.3 above, all reasonable
requests made by one party to another for non-privileged information,
reasonably related to the dispute, will be honored in order that each of the
parties may be fully advised of the other’s position.


 


11.1.5      Prerequisite to Formal Proceedings.   Formal proceedings for the
resolution of a dispute may not be commenced until the earlier of: (i) the
designated corporate executives under Section 11.1.3 above jointly concluding
in good faith that amicable resolution through continued negotiation of the
matter does not appear likely; or (ii) thirty (30) days after the notice under
Section 11.1.2 above referring the dispute to the designated corporate
executives. The time periods specified in this Section 11 shall not be
construed to prevent a party from instituting, and a party is authorized to
institute, formal proceedings earlier to (i) avoid the expiration of any
applicable limitations period, (ii) preserve a superior position with respect
to other creditors, or (iii) seek a preliminary injunction in accordance with
this Agreement.


 


11.2        
Arbitration


 


11.2.1      Arbitration.   Without limiting each party’s right to seek injunctive
relief pursuant to this Agreement, any controversy or claim arising out of or
relating to this Agreement, or any breach thereof, which cannot be resolved
using the procedures set forth above in Section 11.1 shall be exclusively and
finally resolved under the Commercial Arbitration Rules of the American
Arbitration Association then in effect.


 


11.2.2      Location and Decision.   The Arbitration shall take
place in Denver, Colorado, and shall apply the governing law of this Agreement.
The decision of the arbitrators


 

















 


shall
be final and binding and judgment on the award may be entered in any court of
competent jurisdiction. The arbitrators shall be instructed to state the
reasons for their decisions, including findings of fact and law. The
arbitrators shall be bound by the warranties, limitations of liability and
other provisions of this Agreement, and in no event shall the arbitrators have
the authority to make any award that provides for punitive or exemplary
damages. Without limiting either party’s right to seek injunctive relief
pursuant to this Agreement, such arbitration shall be a precondition to any
application by either party to any court of competent jurisdiction.


 


11.2.3      Selection and Qualification of Arbitrators.   Within thirty (30) days, or
such reasonable period mutually agreed upon by the parties, after delivery of
written notice (“Notice of Dispute”)
by one party to the other in accordance with this Section, the parties each
shall use good faith efforts to mutually agree upon one (1) arbitrator. If the
parties are not able to agree upon one (1) arbitrator within such period of
time, the parties each shall within thirty (30) days: (i) appoint one (1)
arbitrator who has at no time ever represented or acted on behalf of either of
the parties; and is not otherwise affiliated with or interested in either of
the parties and (ii) deliver written notice of the identity of such arbitrator
and a copy of his or her written acceptance of such appointment to the other
party. If either party fails or refuses to appoint an arbitrator within such
thirty (30) day period, the single arbitrator appointed by the other party
shall decide alone the issues set out in the Notice of Dispute. Within thirty
(30) days after such appointment and notice, such arbitrators shall appoint a
third neutral and independent arbitrator who at no time ever represented or
acted on behalf of either of the parties, and is not otherwise affiliated with
or interested in either of the parties. In the event that the two (2)
arbitrators fail to appoint a third arbitrator within thirty (30) days of the
appointment of, the second arbitrator, either arbitrator or either party may
apply for the appointment of a third arbitrator to the American Arbitration
Association.


 


11.2.4      General.   All arbitrators selected pursuant to this Section shall
be attorneys with substantial and appropriate experience with the technology
and/or law applicable to the Services or similar services or transactions. Any
such appointment shall be binding upon the parties. Discovery will be allowed
in connection with arbitration to the extent consistent with the purpose of the
arbitration and as allowed by the arbitrator or arbitrators, as applicable. The
decision or award of the arbitrators) shall be final, binding and
non-appealable and may be enforced and executed upon in any court having
jurisdiction over the party against whom the enforcement of such decision or
award is sought. Each party shall bear its own arbitration costs, attorneys
fees and expenses and all other costs and expenses of the arbitration shall be
divided equally between the parties.


 


11.3        
Continued
Performance


 


11.3.1      General.   Each party agrees that it shall, unless otherwise
directed by the other party, continue performing its obligations under this
Agreement while any dispute is being resolved.


 


11.3.2      Non-Interruption of Service and License.   Aptas acknowledges and agrees
that any interruption in the Services or to the license granted hereunder may
cause irreparable


 

















 


harm
to Dex, in which case an adequate remedy at law would not he available. Aptas
expressly acknowledges and agrees that, pending resolution of any dispute or
controversy, it will not deny, withdraw, or restrict Aptas’ grant of the license
hereunder or provision of the Services to Dex under this Agreement, except as
specifically and expressly agreed in writing by Dex and Aptas.


 


12.          
MISCELLANEOUS.


 


12.1        
Independent
Consultant Agreements.   On or prior to the Effective Date and for the two (2) year period
following the Effective Date, two employees of Aptas, to be identified by Dex
(each a “Consultant”),  will enter binding contracts with Dex
substantially in the form attached hereto as Schedule D (“Independent
Consultant Agreement”) in which they agree in their individual
capacity to render consulting services supporting the development, maintenance
and operation of the Materials or otherwise similar to the Services on a time
and material basis at the hourly rates set forth in such Independent Consultant
Agreement for up to six (6) months in the event of any insolvency or bankruptcy
of Aptas or other cessation of its provision of the Services. During the two
(2) year term following the Effective Date, Aptas shall provide to Dex written
notice of any material change in each Consultant’s full-time employment with
Aptas, including termination of such employment, at least 14 days prior to the
effective date of such change, or upon any anticipation thereof. Within 30 days
following the date of termination of a Consultant’s employment, or following
the reassignment of responsibilities of those individuals within Aptas, Aptas
shall obtain for Dex a replacement consultant, reasonably acceptable to Dex,
who agrees to render similar consulting services pursuant to a separate
consulting agreement containing the same terms and conditions set forth in the
Independent Consultant Agreement and has substantially comparable skills and
experience. Aptas’ failure to comply with its obligations under this Section
12.1 shall constitute a material breach of this Agreement.


 


12.2        
Notification  Requirements.  
Aptas will provide to Dex: (i) on a regular basis not less
frequently than quarterly (or monthly as may be expressly requested by Dex
prior to the occurrence of a Trigger Event pursuant to Section 5.2), its
audited and un-audited financial statements including statements of income,
statements of cash flow, balance sheets and any other similar statements
reflecting the financial condition of Aptas; (ii) written notice of any civil,
criminal, arbitral or administrative actions, suits, claims, proceedings or
investigations pending or, to the knowledge of Aptas, threatened, against
Aptas, or any of its affiliates or any of their respective assets or
properties, collectively, “Actions”
if any such Actions might reasonably be judged have a material adverse effect
of the financial condition of Aptas such that the provision of the Services
would be affected; (iii) written notice upon the commencement of the
preparation of any filing of a petition on behalf of Aptas under any section or
chapter of the United States Bankruptcy Code, as amended from time to time,
whether Aptas at the time of such commencement intends to file such petition;
and (iv) written notice of an assignment for the benefit of creditors, or a
petition or proceeding by or against Aptas for the appointment of a trustee,
receiver or liquidator of Aptas, any of Aptas’ property or Aptas’ interest in
the Agreement, or a proceeding by Aptas, its shareholders or creditors, or any
government authority for the dissolution or liquidation of Aptas or Aptas’
anticipation thereof.


 

















 


12.3        
Audit
Rights.   During
the Term, Aptas shall and shall cause its subcontractors and suppliers to
provide to Dex, and to Dex’s representatives, access at reasonable times (but
at least once each calendar year on Dex’s request) to: (i) the part of any
facilities at which Aptas is providing the Services; (ii) Aptas’ personnel; and
(iii) all data and Aptas records relating to the Services for the purpose of
performing audits and inspections of Aptas and its performance, to verify the
integrity of data owned by Dex, to examine the systems that process, store,
support and transmit that data, to verify the adequacy and ensure continued
maintenance of the security and control measures that Aptas has implemented
and, to examine Aptas’ performance of the Services. Aptas shall provide to such
auditors, inspectors, regulators, and representatives such assistance as they
reasonably require. Aptas and Dex shall meet to review each audit report
promptly after the issuance thereof and mutually agree upon the appropriate
manner in which to respond to the changes suggested by the audit report Aptas
shall respond to, and correct all issues identified in, audit reports in
writing within thirty (30) days from receipt of each report.


 


12.4        
Rights
in Event of Bankruptcy. 
 All rights and licenses granted under or pursuant to this Agreement by
Aptas to Dex are, and shall otherwise be deemed to be, for purposes of Section
365(n) of the United States Bankruptcy Code, or replacement provision therefor
(the “Code”), licenses to rights
to “intellectual property” as defined in the Code. The parties agree that Dex,
as licensee of such rights under this Agreement, shall retain and may fully
exercise all of its rights and elections under the Code. The parties further
agree that, in the event of the commencement of bankruptcy proceedings by or
against Aptas under the Code, Dex shall be entitled to retain all of its rights
under the Agreement. In addition to the foregoing, Aptas agrees that in the
event of commencement of bankruptcy proceedings by or against Dex, Dex or its
trustee in bankruptcy shall be entitled to assume the licenses granted under or
pursuant to this Agreement by Aptas to Dex and shall be entitled to retain all
of Dex’s rights thereunder (and shall he entitled to assume this Agreement and
all of Dex’s rights hereunder).


 


12.5        
Subcontractors.   Prior to entering into a
subcontract with any third party materially involved in the performance of the
Services, Aptas shall give Dex reasonable prior written notice specifying the
components of the Services affected, the scope of the proposed subcontract, and
the identity and qualifications of the proposed subcontractor, and Dex shall
have the right to approve proposed subcontractors, which approval shall not be
unreasonably withheld, Dex also shall have the right to revoke its prior
approval of a subcontractor and direct Aptas to replace such subcontractor as
soon as possible if the subcontractor’s performance is materially deficient or
there have been material misrepresentations to Dex by Aptas concerning the
subcontractor. Aptas shall ensure that Dex has all rights to information and
inspection, and related rights, as to subcontractors that Dex has as to Aptas.
Aptas shall be responsible for the performance of its subcontractors to the
same extent as Aptas is responsible for its own performance.


 


12.6        
Force
Majeure, Suspension and Termination.


 


12.6.1      Force Majeure Event.   No party shall be liable for
any default or delay in the performance of its obligations under this Agreement
if and to the extent such default or delay is caused, directly or indirectly,
by fire, flood, earthquake, elements of nature or acts of God,


 

















 


wars,
riots, civil disorders, terrorist activities, civil insurrection, rebellions or
revolutions or any other similar cause beyond the reasonable control of such
party (each a “Force Majeure Event”),
except to the extent, that the non-performing party is at fault in failing to
prevent or causing such default or delay, and provided that such default or
delay can not, by commercially reasonable efforts of the non-performing party, be
circumvented by the non-performing party through the use of alternate sources,
workaround plans or other means. A strike, lockout or labor dispute involving
either party and its own personnel or a subcontractor shall not excuse such
party from its obligations hereunder. In addition, the refusal of Aptas or its
personnel to enter a facility that is the subject of a labor dispute shall
excuse Aptas from its obligations hereunder if and to the extent such refusal
is reasonable and consistent with the actions and practice of Dex management.
If the period of nonperformance exceeds sixty (60) days, the party whose
ability to perform has not been so affected may by giving written notice to the
other party terminate any portion or all of this Agreement.


 


12.6.2      Disaster Recovery and Contingency Planning.   Upon the occurrence of a Force
Majeure Event, Aptas shall, to the extent it is not prevented from doing so by
another Force Majeure Event, implement promptly, as appropriate, its disaster
recovery and contingency plan. The occurrence of a Force Majeure Event shall
not relieve Aptas of its obligation to implement an appropriate disaster
recovery and contingency plan, subject, however, to the occurrence of another
Force Majeure Event which prevents such implementation.


 


12.7        
Representatives.


 


12.7.1      Aptas Contract Manager.   Aptas will appoint and maintain
during the term of this Agreement a representative (the “Aptas Contract Manager”) to servo as the
primary point of contact for Dex for performance of the Services and other
issues related to this Agreement.  Aptas shall notify Dex of any
replacements of the Aptas Contract Manager. The Aptas Contract Manager shall
devote such effort as may be required from time to time for the appropriate
performance of such responsibilities.


 


12.7.2      Dex Contract Manager.   Dex will appoint and maintain
during the term of this Agreement a representative (the “Dex Contract Manager”) to serve as primary
point of contact for Aptas for issues related to this Agreement. The Dex
Contract Manager shall devote such effort as may be required from time to time
for the appropriate performance of such responsibilities.


 


12.8        
Applicable
Law.   This
agreement shall be governed by the internal laws of the State of Colorado,
without giving effect to conflict of law principles, except that if the State
of Colorado adopts any version of the Uniform Computer Information Transaction
Act drafted by the National Conference of Commissioners on Uniform State Laws,
that part of the laws of the State of Colorado shall not apply to this
transaction.


 


12.9        
No
Additional Expenses. 
 Dex shall not incur any additional fees or expenses beyond those set
forth in this Agreement unless expressly agreed to in writing by Dex.


 

















 


12.10       Self Help.   Aptas agrees that in the event
of any dispute with Dex regarding an alleged breach or default of this
Agreement, Aptas shall not use any type of electronic means to prevent or
interfere with Dex’s use of Dex Data without first obtaining a valid court
order authorizing same. Dex shall be given proper notice and an opportunity to
be heard in connection with any request for such a court order. Aptas
understands that a breach of this provision could foreseeably cause substantial
harm to Dex and to numerous third parties having business relationships with
Dex. No limitation of liability, whether contractual or statutory, shall apply
to a breach of this paragraph.


 


12.11       Remedies Cumulative.   All remedies of either party
provided for in this Agreement shall be cumulative and in addition to and not
in lieu of any other remedies available to such party at law, in equity or
otherwise.


 


12.12       Further Assurances.   Each of Aptas and Dex shall duly
execute and deliver, or cause to be duly executed and delivered, at its own
cost and expense, such further instruments and documents and to take all such
action, in each case as may be necessary or proper to carry out the provisions
and purposes of this Agreement.


 


12.13       Severability.   In the event that any provision
of this Agreement conflicts with the law under which this Agreement is to be
construed or if any such provision is held invalid or unenforceable by a court
with jurisdiction over the parties, such provision shall be deemed to be
restated to reflect as nearly as possible the original intentions of the
parties in accordance with applicable law. The remaining provisions of this
Agreement shall not be affected thereby, and each such provision shall be valid
and enforceable to the fall extent permitted by law.


 


12.14       Deletion of Functions.   In the event that Aptas deletes
functions from the Materials and transfers or offers those functions in other
or new products (whether directly or indirectly or through an agreement with a
third party), the portion of those other or new products that contain the
functions in question, or the entire product, if the functions cannot be
separated out, shall be provided to Dex under the terms of this Agreement, at
no additional change to Dex.


 


12.15       Quiet Enjoyment.   To the extent of its rights
contemplated under this Agreement, Dex shall be entitled to use the Materials,
and any part thereof, without disturbance, subject only to its obligation to
abide by the terms and conditions of this Agreement and early termination of
this Agreement, other than by Aptas pursuant to Section 4.4, shall not affect
Dex’s right to quiet enjoyment and use of the Materials otherwise provided in
this Agreement.


 


12.16       Liens.   Aptas will not file, or by its
action or inaction permit, any mechanic’s or materialman’s liens to be filed on
or against property or realty of Dex.  In the event that any such liens
arise as a result of a Aptas’ actions or inactions, Aptas will remove such liens
at its sole cost and expense within ten (10) business days.


 


12.17       Access to Computer
Information.   If
Aptas is given access, whether on-site or through remote facilities, to any Dex
computer or electronic data storage system, in order for Aptas to perform any
of its obligations hereunder, Aptas shall limit such access and use solely to


 

















 


perform
its obligations within the scope of this Agreement and will not attempt to
access any computer system, electronic file, software or other electronic services
other than those specifically required to accomplish the work required
hereunder. Aptas shall limit such access to those of its Personnel expressly
requiring such access in connection with this Agreement, shall advise Dex in
writing of the name of each individual who will be granted such access, and
shall strictly follow all Dex security rules and procedures for use of Dex’s
electronic resources. All user identification numbers and passwords disclosed
to Aptas and any information obtained by Aptas as a result of Aptas’ access to,
and use of, Dex’s computer and electronic storage systems shall be deemed to
be, and shall be treated as, Dex Confidential Information. Aptas shall
cooperate with Dex in the investigation of any apparent unauthorized access by
Aptas to Dex’s computer or electronic data storage systems or unauthorized
release of Dex Confidential Information by Aptas or its Personnel.


 


12.18       Notices.   All notices required under the
terms and provisions hereof shall be in writing, by certified or registered
mail or by personal delivery. Any such notice shall become effective only upon
receipt at the following addresses by the designated persons, which, upon
written notice, may be changed from time to time:


 


If
to Dex:


 


Dex
Media, Inc.

198 Inverness Drive West

Englewood, Colorado 80112

Attention: Chief Operating Officer


 


with
a copy to:


 


Dex
Media, Inc.

198 Inverness Drive West

Englewood, Colorado 80112

Attention: General Counsel


 


If
to Aptas:


 


Aptas,
Inc.

Suite 600, 1899 Wynkoop

Denver, CO 80202

Attention: Vice President, Finance


 


12.19       Entire Agreement.   This Agreement, together with
all exhibits or other attachments attached hereto or referenced herein (which
are hereby incorporated herein by reference), constitutes the entire agreement
between the parties hereto and supersedes and preempts any prior
understandings, agreements, representations or statements of any kind, oral or
written, that may have related to the subject matter hereof in any way. Aptas
acknowledges and


 

















 


confirms
that neither Dex nor anyone acting on its behalf has made any statement,
promise or agreement, verbally or in writing, in conflict with the terms of
this Agreement or that in any way modifies, varies, alters, enlarges or
invalidates any of the provisions hereof and it is agreed that no obligations
of Dex shall be implied in addition to the obligations herein expressed. The
parties also understand, acknowledge and agree that unless otherwise specified
in a written instrument signed by an officer of each party no additional terms
or changes to these terms, even if such additional terms or changes contain
provisions to the contrary, shall be valid or binding on the parties.


 


12.20       Waiver.   No term or provision hereof
shall be deemed waived and no breach or default consented to unless such waiver
or consent shall be in writing and signed by the party claimed to have waived
or consented.


 


12.21       Assignment.   Neither party shall assign or
subcontract all or any part of this Agreement, or any interest therein, without
the other party’s prior written consent, which consent shall not be
unreasonably withheld, conditioned or delayed, except that Dex may, without
Aptas’ consent, assign this Agreement or any of its rights hereunder, in whole
or in part, to any current or future affiliate or subsidiary, or in connection
with the sale, consolidation or transfer of all or a substantial portion of its
assets or those of Dex, or any merger, reorganization or acquisition of Dex.
Upon the acceptance of such assignment and the assumption of the duties and
liabilities therefor by the assignee, the assignor shall be released and
discharged, to the extent of the assignment, from all further duties and
liabilities under this Agreement. Any attempted assignment that does not comply
with the terms of this Section shall be null and void.


 


12.22       Joint Work Product.   This Agreement is the joint work
product of representatives of the parties hereto; accordingly, in the event of
ambiguities, no inferences shall be drawn against either party, including the
party that drafted the Agreement in its final form.


 


12.23       Section Headings.   Section headings have been
included in this Agreement merely for convenience of reference. They are not to
be considered part of this Agreement, or to be used in the interpretation
hereof.


 


12.24       No Publicity.   Neither party shall have the
right to use the name or trademarks, whether registered or not, of the other
party in publicity releases or advertising or in any other manner, including
licensee lists, for any purpose whatsoever without the express written consent
of an officer of the other party.


 


12.25       Counterparts.   This Agreement may be executed
in counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


 


12.26       Independent Contractor
Relationship. 
 Nothing contained herein shall be construed to imply a joint venture,
partnership or principal and agent relationship between the parties and Aptas
shall perform the Services hereunder as an independent contractor.


 

















 


12.27       Grant of
Warrants.   In
consideration for Dex’s entering into this Agreement with Aptas, Aptas shall
grant to Dex as of the Effective Date, warrants (the “Warrants”) representing seven percent (7%)
of the total number of then outstanding shares of Aptas common stock, based
upon the following assumptions respecting outstanding shares of Aptas common
stock, reduced by an adjustment factor of twenty-five percent (25%): (i) all
then issued and outstanding Aptas common stock, (ii) the conversion of all then
outstanding shares of Aptas Series A1 preferred stock into common stock, (iii)
the conversion of all outstanding Aptas convertible promissory notes issued
prior to May 1, 2003 into common stock, and (iv) the exercise of all then
outstanding or authorized Aptas warrants and options with an exercise price
less than $5.00 per share to purchase Aptas Series A-l Preferred Stock (and
converted into common stock) and common stock. Such warrants shall be in
substantially the form previously issued by Aptas to its then outstanding
warrant holders and shall provide for vesting (with a four (4) year exercise
period thereafter) on the following schedule: (i) forty percent (40%) of such
shares shall vest as of the Effective Date (ii) thirty percent (30%) of such
shares upon the later of (X) completion of the Initial Cycle, and (Y)
attainment of one of a Trigger Event described in Section 5.2.1 through 5.2.4
above, and (iii) thirty percent (30%) of such shares (iii) upon the one year
anniversary of the completion of the Initial Cycle provided that at such time
this Agreement is substantially in force.


 


12.28       Reference and Business
Support.   Unless
otherwise reasonably requested by Dex and agreed by the parties, Dex shall
serve as a reference for all prospective Aptas (or Aptas affiliate) customers
interested in purchasing services that the same or substantially similar to the
Services. In conjunction with the foregoing, Aptas shall provide notification
of prospective Aptas (or Aptas affiliate) customers to the Dex Contract Manager
(or designee), who shall serve as the contact point for such prospective Aptas
(or Aptas affiliate) customers and shall respond to all inquiries in a timely
manner. Aptas acknowledges and agrees that Dex may freely discuss all Aptas’
performance and Dex’s satisfaction with such performance with any such
prospective customers. Aptas shall reimburse Dex’s reasonable out of pocket
expenses associated with its activities undertaken pursuant to this Section
12.28.


 


[signature page follows]


 

















 


IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the Effective Date by their duly authorized
representatives.


 


 


	
  Dex Media,
  Inc.

  	
   

  	
  Aptas,
  Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ George Burnett

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
  George Burnett

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
  CEO

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
  6/27/2003

  	
   

  	
  Date:

  	
   

  
															



 

















 


IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the Effective Date by their duly authorized
representatives.


 


 


 


	
  Dex
  Media, Inc.

  	
   

  	
  Aptas,
  Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Perry Evans

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  Perry Evans

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  CEO

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  	
  Date:

  	
   

  	
  June 27, 2003

  
													



 














 


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


Execution Copy


 


Dex – Aptas


 


Work Order
Number Two


 


to the


 


Professional
Services


 


and License
Agreement


 


 


Dex Proprietary Information


Work Order No. 2


 

















 


Table of
Contents


 


	
  1.

  	
  DEFINITIONS

  	
  1

  
	
  2.

  	
  TERM

  	
  4

  
	
  3.

  	
  SERVICES

  	
  4

  
	
  4.

  	
  APTAS PERSONNEL AND
  SUBCONTRACTORS

  	
  6

  
	
  5.

  	
  THIRD PARTY SOFTWARE AND
  SERVICES

  	
  7

  
	
  6.

  	
  CHANGE CONTROL

  	
  8

  
	
  7.

  	
  PERFORMANCE STANDARDS

  	
  8

  
	
  8.

  	
  MANAGED THIRD PARTIES

  	
  9

  
	
  9.

  	
  REQUIRED CONSENTS

  	
  9

  
	
  10.

  	
  DEX RESPONSIBILITIES

  	
  9

  
	
  11.

  	
  CHARGES

  	
  10

  
	
  12.

  	
  SOFTWARE CURRENCY

  	
  14

  
	
  13.

  	
  WARRANTIES

  	
  14

  
	
  14.

  	
  INTELLECTUAL PROPERTY

  	
  15

  
	
  15.

  	
  DISPUTE RESOLUTION

  	
  16

  
	
  16.

  	
  TERMINATION

  	
  17

  
	
  17.

  	
  LIABILITY LIMITATIONS

  	
  17

  
	
  18.

  	
  REPORTS

  	
  17

  
	
  19.

  	
  BENCHMARKING REVIEWS

  	
  19

  
	
  20.

  	
  APPROVALS

  	
  20

  
	
  21.

  	
  CONSTRUCTION AND
  INTERPRETATION

  	
  20

  
	
  22.

  	
  GRANT OF WARRANTS

  	
  20

  



 


	
  APPENDIX 1

  	
  DEX QA AND PRODUCTION
  ENVIRONMENTS

  
	
   

  	
   

  
	
  APPENDIX 2

  	
  APTAS WHITE PAPER, DECEMBER, 2004
  (“DESTINATION SEARCH: A NEW PARADIGM FOR THE FUTURE OF LOCAL SEARCH”)

  
	
   

  	
   

  
	
  APPENDIX 3

  	
  CHANGE REQUEST FORM

  
	
   

  	
   

  
	
  APPENDIX 4

  	
  LETTER OF INTENT RESPECTING
  WARRANTS

  
	
   

  	
   

  
	
  ATTACHMENT A

  	
  MAINTENANCE AND DEVELOPMENT SERVICES

  
	
   

  	
   

  
	
  ATTACHMENT B

  	
  DEVELOPMENT AND IMPLEMENTATION
  SERVICES (DODS RELEASE 1.0)

  
	
   

  	
   

  
	
  ATTACHMENT C

  	
  TRANSITION SERVICES AND
  TERMINATION FOR CONVENIENCE CHARGES

  
	
   

  	
   

  
	
  ATTACHMENT D

  	
  PERFORMANCE STANDARDS

  
	
   

  	
   

  
	
   

  	
  EXHIBIT 1 PERFORMANCE STANDARDS
  MATRIX

  
	
   

  	
   

  
	
   

  	
  EXHIBIT 2 APPROVED MEASUREMENT
  TOOLS AND METHODOLOGY

  



 


i

















 


WORK ORDER
NUMBER TWO


 


This is Work Order Number Two (this “Work Order”), dated as of December 20, 2004
and it, together with its attachments and exhibits, is incorporated by
reference into that Professional Services and License Agreement by and between
Dex Media, Inc. (“Dex”) and Aptas,
Inc. (“Aptas”) dated June 27, 2003
(the “Agreement”). Except as
otherwise expressly limited in this Work Order:


 


•     
in the case of
capitalized terms defined in both this Work Order and the Agreement, for
purposes of this Work Order, such terms shall have the meaning given in this
Work Order; and


 


•     
capitalized terms used
but not defined in this Work Order shall have the meanings given them in the Agreement. 



 


RECITALS


 


WHEREAS, as of the effective
date of this Work Order, Aptas is providing to Dex Services consisting of data
processing support and services described in Schedule A to the Agreement (the “Ad Knowledge Services”); 


 


WHEREAS, Dex desires to
obtain, and Aptas has the capability to provide, certain New Services
constituting website maintenance, enhancement and development services as
described in this Work Order, and in connection therewith to modify certain
provisions of the Agreement as applicable to the Ad Knowledge Services, all as
provided in this Work Order;


 


NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:


 


1.            
Definitions


 


 “Acceptance”
means the determination, in Dex’s reasonable discretion, and in accordance with
the Dex Standards or other criteria agreed to by the Parties, following
implementation, installation, testing and execution in the production environment
for an agreed upon number of business cycles that software, equipment, systems
and/or other contract Deliverables are in compliance in all material respects
with the Specifications.


 


 “Authorized
Users” means Dex
personnel or third parties designated by Dex to access or use the Existing
Website, DODS, or the Services.


 


“Available”
means that full
functionality of a Service component is available for use by the Authorized
Users and is not degraded in any material respect.


 


[***]


 


1

















 


“Change” means any change to the standards, processes,
controls, software, equipment, systems, operating environment or Services.


 


“Code” means computer programming code, including HTML, JSP,
and Java Script.  If not otherwise specified in this Work Order, Code
means both object code and source code.  Code shall include any
modifications or enhancements to such Code in existence from time to time.


 


“Content” means the text, graphics, data, video, media,
images, sound recordings and other information which is displayed on the
Existing Website or DODS.  


 


“Content
Collection Strategy”
has the meaning specified in Section 10.1
below.


 


“Deliverables” means any Materials or Services procured or
prepared by Aptas for Dex under this Work Order.  Whether or not actually
delivered to Dex, Deliverables shall in all cases include all devices,
programming, documentation, media and other objects that embody Aptas’ work
product as described in this Work Order.  The term Deliverables shall also
apply to all works of Aptas that are subject to Dex’s ownership hereunder, to
all copies of Aptas Materials and third-party Materials that are licensed to
Dex under this Work Order, and to all Materials prepared in conjunction with or
delivered to Dex pursuant to this Work Order.


 


“Derivative Work” means a work which is based upon one or more
preexisting works, such as a revision, enhancement, modification, translation,
abridgement, condensation, expansion, or any other form in which such preexisting
works may be recast, transformed, or adapted, and which, if prepared without
authorization of the owner of the copyright in such preexisting work, would
constitute a copyright infringement.  For purposes hereof, a Derivative
Work shall also include any compilation that incorporates such a preexisting
work.


 


“Destination
Search” means a web
site and its underlying software platform, ontology, and content that provides
deep local business information to consumers that extends the duration and
frequency of a visit.  


 


“Development and Implementation Services” means the functions
and responsibilities to be performed by Aptas as described in Attachment B to this Work Order,
including the development and implementation of DODS (Release 1.0).  


 


“DexOnline
Destination Search”
or “DODS” means the new web site
Aptas will develop pursuant to Attachment
B of this Work Order.  The DODS will replace the Existing
Website and, following such replacement and any agreed to period of
concurrency, will be located at www.DexOnline.com.


 


“Dex
Production Environment”
means the hardware (including system software), network, security, database
administration, monitoring and performance equipment and services located in
Dex’s production environment as specified in Appendix 1 that Aptas acknowledges are sufficient to host
the Deliverables provided pursuant to this Work Order.


 


“Dex QA
Environment” means
the hardware (including system software), network, security, database
administration, monitoring and performance equipment and services located in
Dex’s quality assurance environment as specified in Appendix 1 that Aptas acknowledges are
sufficient to test the Deliverables provided pursuant to this Work Order.


 


“Dex
Standards” means
Dex’s policies, processes, procedures, controls, products, systems,
architectures and standards (including the Dex Project Life Cycle) as such may
be modified by Dex from time to time, including its policies, processes,
procedures, controls, products, systems, architectures and


 


2

















 


standards related to
information technology, website management, data management, data transmission,
data privacy, security and technology. 


 


“Direct Dex
Competitor” means the
following entities engaged in Internet yellow page publication or local
search:  [***] are Direct Dex Competitors. 


 


“Documentation” means user manuals and all other written
materials that relate to particular Code or other Materials, including
materials useful for design (for example, logic manuals, flow charts, and
principles of operation), and machine-readable text or graphic files subject to
display or print-out.  Documentation shall include any modifications or
enhancements to such Documentation in existence from time to time. 
Documentation relating to site design shall also include: site map, wireframes,
style guide, user flows, personas, use cases, research reports and raw data
files.  Without limiting the foregoing, Documentation includes the DODS
Functional Specifications and Training Materials.


 


“DODS
Functional Specifications” are those Specifications specified in Attachment B. 


 


“End User” means a person, including consumers, that
accesses (for personal or business reasons) the Existing Website, Beta, or DODS
via the Internet.


 


“Existing Website” means the Dex yellow pages website
maintained by Dex as of the effective date of this Work Order and located at
www.DexOnline.com, as such is modified and enhanced (including through Aptas’
performance of the Services).  The Existing Website will be replaced by
the DODS.


 


“Full Time Equivalent” or “FTE”
is a level of effort (whether by one person or more than one person), excluding
vacation, holidays, training, administration and other non-productive time (but
including a reasonable amount of additional work outside normal business
hours), equivalent to that which would be provided by one person working full
time for one year.  Unless otherwise agreed, one dedicated FTE is assumed
to be at least 1,880 productive hours per year and one (1) individual’s total
work effort cannot amount to more than one FTE.


 


“In-Region” means Dex’s fourteen state franchise area
including: Arizona, Colorado, Idaho, Iowa, Minnesota, Montana, Nebraska, New
Mexico, North Dakota, Oregon, South Dakota, Utah, Washington and Wyoming, as
such area of operation by Dex may be modified from time to time.  


 


“Local
Search” a search for
a product or service that is offered or available in the same localized
geography as the End User initiating the search. 


 


“Maintenance and Enhancement Services” means the functions and
responsibilities to be performed by Aptas as described in Attachment A to this Work Order.


 


“Materials” means, collectively, software, literary works,
other works of authorship, specifications, designs, analyses, processes,
methodologies, concepts, inventions, know-how, programs, program listings,
programming tools, documentation, user materials, reports, drawings, databases,
spreadsheets, machine-readable texts and files, financial models and work
product, whether tangible or intangible.


 


“Organic Traffic Queries” or
“OTQ” means initial successful searches performed by End Users of
the Existing Website, Beta, and DODS, where (i) such searches produce search
results containing In-Region advertisements or listings and [***]. 
Execution of “refine your search” functionality will not be considered Organic
Traffic Queries.


 


3

















 


“Program Trouble Report” or “PTR”
means a documented statement detailing site behavior inconsistent with
applicable Specifications.  


 


“Required
Consents” means the
consents (if any) required from third parties in connection with Aptas’
provision of the Services, including delivery of the DODS and performance of
the Transition Services. 


 


“Search” means search technology, business rules or
software that can be invoked by an End User to search for items on the DODS.


 


“Specifications” means, with respect to software, equipment,
systems or other contract Deliverables to be designed, developed, maintained,
modified, enhanced, delivered, integrated, installed and/or tested by Aptas,
the technical, design and/or functional specifications set forth in this Work
Order, a New Services or project description requested and/or approved by Dex
or otherwise agreed upon in writing by the parties.


 


“Training Material(s)” refers to a set of documentation
(including visual aids) adequate to provide appropriate information to Dex
employees regarding the operation and use of DODS.


 


2.            
Term.


 


This Work Order shall be
effective from January 1, 2005 and shall extend to the end of the term of the
Agreement (as extended in the following sentence), unless earlier terminated in
accordance with the provisions of Section
4.1 of the Agreement is amended so that (i) the Initial Term of
the Agreement will expire on December 31, 2007, unless earlier terminated in
accordance with the provisions of the Agreement and (ii) the Agreement shall
not renew automatically, however, by giving notice to Aptas no less than sixty
(60) days prior to the expiration date of the Initial Term or any extension,
Dex shall have the right to extend the Initial Term for up to three (3) renewal
periods to be specified by Dex of up to one (1) year (each a “Renewal Term”) on the terms and conditions
(including rates) set forth or provided for in this Work Order and the
Agreement.  


 


3.            
Services.


 


3.1         
Current
Services.  As of the
effective date of this Work Order, Aptas is providing and shall continue to
provide to Dex the Ad Knowledge Services specified in the Agreement, provided
that (i) Dex may specify the total number of In-Region Ads (display, in-column,
awareness, etc.) that Aptas shall process and (ii) the charges for such
Services are specified in Section 11
below. 


 


3.2         
Additional
Services. Aptas shall
provide to Dex the Maintenance and Enhancement Services and the Development and
Implementation Services, together with any additional services, functions and
responsibilities related thereto that Aptas has  committed to perform throughout the Agreement, including this
Work Order.  If any services, functions or responsibilities not
specifically described in this Work Order are an inherent, necessary or
customary part of the provision or performance of the Services, they shall be
deemed to be included within the scope of the Services to be delivered or
performed by Aptas, as if such services, functions or responsibilities were
specifically described herein, unless such service, function or responsibility
was expressly excluded or reserved for performance by Dex.  All services
to be provided by Aptas under this Work Order constitute Services under the
Agreement. 


 


3.3         
Change
in “In-Region”.  If, as
a result of a Dex  internal
investment expansion, merger,
acquisition, strategic partnership or other contractual business relationship,
Dex materially


 


4

















 


enlarges the In-Region area
to include additional geographies beyond the fourteen (14) In-Region states as
of the date of this Work Order or if Dex materially decreases the In-Region
area, the parties shall in good faith negotiate an appropriate adjustment(s),
if any, to the charges provided for under this Work Order.  If the parties
are unable to agree with respect to such adjustment(s), the following shall
apply: (i) the Monthly Services Charge shall be equitably adjusted to reflect
the reasonable, actual additional costs or savings  of Aptas associated with performing the Services for the
expanded or contracted In-Region area (taking into account efficiencies,
economies, savings and resource utilization changes capable of being achieved
in connection with such changed In-Region area) plus ten percent (10%) of such
costs or savings; and (ii) the Upper Bounds and Annual Payment Bounds specified
in Section 11 shall be
increased or decreased, as applicable, in proportion to the number of
registered small-to-medium size businesses attributable to such additional or
diminished geographies to the number of registered small-to-medium size
businesses in the In-Region area immediately prior to such expansion or
contraction.  In the event of an expansion of the In-Region area due to
internal investment expansion, no such additional charges shall be applicable
prior to the date six (6) months following the date of first publication by Dex
in such new geography. 


 


3.4         
Right
to Propose for New Services.
From time to time during the term of the Agreement, Dex may desire New Services
that are associated or related to the Services provided under this Work
Order.  In such event, then Aptas shall, except to the extent contrary to
Dex policy, practice or other commitment or incompatible with Dex’s business
objectives and timetable, be afforded the first right of negotiation to contract
for the performance such services in accordance with Section 1.3 of the Agreement.


 


3.5         
Performance
of Services and Dex Standards. 
Aptas will provide the Services as necessary in order to satisfy the
Performance Standards, in accordance with the Dex Standards and standards set
forth in Section 1.4.2 and 1.5 of Attachment B, applicable Laws (in accordance with Section 6.3 of the Agreement), and as
directed by Dex from time to time.  Aptas shall work with Dex Program
Management in order to ensure that the Sarbanes-Oxley Act of 2002 compliance
standards are maintained and project controls are in place throughout the Term
of this Work Order.  Aptas will manage and perform the Services in a
tightly integrated manner (with appropriate consideration given at all times to
the impact of change to all Services described by this Work Order and in Attachments A and B).  Except as otherwise expressly
provided, Aptas acknowledges and agrees that Aptas has end-to-end
responsibility for the performance of the Services (including any and all
aspects of the manner in which the Services are delivered).


 


3.6         
Aptas
Support Resource Pool. 
The Services shall be provided by Aptas personnel, comprising a resource pool
(the “Aptas Support Resource Pool”)
managed by Aptas.  Unless otherwise agreed by Dex, the Aptas Support
Resource Pool shall be comprised of diverse and capable FTE’s that are wholly
dedicated to performing the Services.  Aptas will provide an Aptas Support
Resource Pool adequate to deliver the Services. Following Acceptance of the
DODS, Aptas will maintain DODS as [***]. Without limiting the foregoing
obligation, following Acceptance of the DODS, Aptas will provide an annual
minimum of twenty-two (22) FTE’s applied to planning, research, development,
operation and management of Destination Search, and an annual Aptas Support
Resource Pool of up to eight (8) FTEs as directed by the Executive Steering
Committee (including three (3) of whom shall be available for performance of
Dex directed discretionary work). On a semi-annual basis, the Aptas Support
Resource Pool will be increased by a number of FTEs (for the ensuing 6 month
period) equal in value to twenty-five percent (25%) of the prior six (6) months
OTQ Charges.


 


5

















 


3.7         
Right
to Reprioritize.  Dex
may reprioritize the existing work activities of the Aptas Support Resource
Pool for the Existing Website and DODS.  Unless otherwise agreed, Dex
shall incur no additional charges for the performance of such work activities
by Aptas personnel then assigned to Dex.  Aptas shall use commercially
reasonable efforts to perform such work activities without impacting the
established schedule for other tasks or the performance of the Services in accordance
with the Performance Standards.  If it is not possible to avoid such an
impact, Aptas shall notify Dex of the anticipated impact and obtain its consent
prior to proceeding with such work activities.  Dex, in its sole
discretion, may forego or delay such work activities or temporarily adjust the
work to be performed by Aptas, the schedules associated there with or the
Performance Standards to permit the performance by Aptas of such reprioritized
work activities. 


 


3.8         
New
Services.  For the
purposes of this Work Order, “New Services”
means services meeting the definition of New Services in Section 1.3 of the Agreement that
cannot be performed by Aptas personnel then providing the Services to Dex,
without approval by Dex.  Upon Dex’s request for any New Services, Aptas
shall perform its obligations as specified in Section 1.3 of the Agreement.


 


3.9         
Required
Resources.  Except
as otherwise provided in this Work Order, Aptas shall be responsible for
providing the facilities, personnel, equipment, software, technical knowledge,
expertise and other resources necessary to provide the Services.


 


4.            
Aptas
Personnel and Subcontractors.


 


4.1         
Aptas
Personnel.  Aptas
shall ensure that the all personnel providing the Services possess the training
and experience, competence and skill to perform the Services in a skilled,
professional manner.  In the event that Dex determines in good faith that
the continued assignment of any individual personnel to the performance of Services
is not in the best interests of Dex, then Dex may give Aptas notice to that
effect requesting that such personnel be replaced.  Aptas shall have ten
(10) business days following Dex’s request for removal of such personnel in
which to investigate the matters forming the basis of such request, correct any
deficient performance and provide Dex with assurances that such deficient
performance shall not recur (provided that, if requested to do so by Dex for
actual or suspected violations of Dex rules, Dex may immediately remove or
cause to be removed the individual in question from all Dex facilities pending
completion of Aptas’ investigation and discussions with Dex).  If,
following such ten (10) business day period, Dex is not reasonably satisfied
with the results of Aptas’ efforts to correct the deficient performance and/or
to ensure its non-recurrence, Aptas shall, as soon as possible, remove and
replace such personnel with an individual of suitable ability and
qualifications, without cost to Dex.  Nothing in this provision shall
operate or be construed to limit Aptas’ responsibility for the acts or omission
of the personnel performing the Services, or be construed to create joint
employment by Dex.


 


4.2         
Aptas
Management.  Aptas shall implement and maintain a
retention strategy designed to retain Aptas’ Chief Executive Officer, Chief
Marketing and Product Officer, and Senior Vice President of Technology during
the Initial Term.  Aptas shall also maintain active succession plans for
each such management position. 


 


4.3         
Subcontractors.  For the purposes of this Work Order, Section 12.5 of the Agreement is
amended as follows: 


 


Aptas will not subcontract
or delegate any of its responsibilities under this Agreement without Dex’s
prior written approval.  Prior to entering into a subcontract with a third
party


 


6

















 


for the Services, Aptas will
(i) notify Dex of the components of the Services affected, the scope of the
proposed subcontract, the identity and qualifications of the proposed
subcontractor, and the reasons for subcontracting the work in question; and
(ii) obtain Dex’s prior written approval of such subcontractor.  Unless
otherwise agreed, Aptas will be responsible for any failure by any subcontractor
or other Aptas personnel to perform in accordance with this Agreement or to
comply with any duties or obligations imposed on Aptas under this
Agreement.  Aptas will be Dex’s sole point of contact regarding the
Services, including with respect to payment.  Without limiting the
foregoing, Dex shall have the right to require the removal of any subcontractor
or subcontractor personnel from the performance of Services in a manner
consistent with the removal of any personnel providing Services pursuant to Section 4.1 above.


 


5.            
Third
Party Software and Services.


 


5.1         
Financial
Responsibility. Each party
shall be responsible for any third party fees or expenses on or after the
effective date of this Work Order associated with the provision of the Services
described in this Work Order with respect to software and related or other
third party contracts for which a party is designated as financially
responsible under Section 11.8
below.  Each party shall be responsible for any third party fees or
expenses on or after the effective date of this Work Order associated with new,
substitute or replacement software or third party contracts (including
upgrades, enhancements, new versions or new releases of such software) for
which such party is designated as financially responsible under Section 11.8 below.  


 


5.2         
Operational
Responsibility.  With
respect to software and related or other third party contracts for which Aptas
is designated as financially or operationally responsible under Section 11.8 below, except as otherwise
expressly provided, Aptas shall be responsible for (i) the evaluation,
procurement, testing, installation, rollout, use, support, management,
administration, operation and maintenance of such software and third party
contracts; (ii) the compliance with and performance of all operational,
administrative and contractual obligations specified in any associated licenses
and contracts; and (iii) the payment of any fees, penalties, charges, interest
or other expenses due and owing under any associated software licenses and
third party contracts that are incurred, caused by or result from Aptas’
failure to comply with or perform its obligations under this Section 5.2 (except to the extent that
such failure directly results from the acts or omissions of Dex in
contravention of its obligations under this Agreement).


 


5.3         
Rights
Upon Expiration/Termination.  With respect to all third party software and related or other third
party contracts for which Aptas is financially responsible under Section 11.8, Aptas shall use
commercially reasonable efforts to (i) obtain for Dex (or its designee) the
license, sublicense, assignment and other rights specified or referenced in Section 14, (ii) ensure that such
license, sublicense, assignment and other rights are at least broad enough to
permit Dex (or its designee) to continue use of such third party software and
third party contracts as contemplated hereunder; (iii) ensure that the granting
of such license, sublicense, assignment and other rights is not subject to
subsequent third party approval or the payment by Dex (or its designee) of
license or transfer fees (other than regular periodic license fees for periods
after the date of transfer), (iv) ensure that the terms, conditions and prices
applicable to Dex (or its designee) following expiration or termination are no
less favorable than those otherwise applicable to Aptas, and at least
sufficient for the continued use of such third party software and third party
contracts as contemplated hereunder, and (v) ensure that neither the
expiration/termination of this Agreement nor the assignment of the license or
contract will trigger less favorable terms, conditions or pricing.  If
Aptas is unable to obtain any such rights and assurances, it shall notify Dex
in advance and shall not use such software or third party contracts without


 


7

















 


Dex’s approval (and absent
such approval, Aptas’ use of any such software or third party contract shall
obligate Aptas to procure, at no additional cost to Dex, the license,
sublicense, assignment and other rights described above for Dex (or its
designee) upon expiration or termination).  If Dex consents to Aptas’ use
of specific third party software or third party contracts under these
circumstances, such consent will be deemed to be conditioned on Aptas’
commitment to use commercially reasonable efforts to cause such third party to
agree at expiration or termination of this Agreement or the completion of
Termination Assistance Services to permit Dex (or its designee) to assume
prospectively the software license or contract in question or to enter into a
new license or contract with Dex (or its designee) on substantially the same
terms and conditions, including price.  For the avoidance of doubt,
inclusion of third party software or contracts in Section 11.8 does not constitute Dex’s consent as
contemplated in this Section 5.3. 
The parties acknowledge that as of the date of this Work Order, Aptas has not
obtained the foregoing rights for Dex with respect to FAST and the mapping
software and the parties agree that Aptas and Dex shall work together to obtain
rights and assurances reasonably acceptable to Dex with respect to FAST and the
mapping software by not later than the second quarter of 2005.  In the
event, by the end of the second quarter of 2005, (i) the parties are not able
to obtained such rights and assurances with respect to FAST and the mapping
software, or (ii) with respect to the FAST software, Aptas is unable to procure
substitute software with such rights and assurances that is functionally
equivalent to FAST and reasonably acceptable to Dex, Dex shall have the right
to terminate this Agreement upon notice to Dex without payment of termination
charges. 


 


6.            
Change
Control.  


 


6.1         
The parties shall
evaluate, schedule and implement all Changes in accordance with Change controls
procedures developed by the parties and included in a policy and procedures
manual.  Such Change control procedures will be subject to Dex’s
reasonable approval and will, at a minimum, include the requirements specified
in this Section 6. 


 


6.2         
A party may request a
Change by submitting a request to the Program Management Committee that is
substantially in the form specified in Appendix
3 to this Work Order (a “Change
Request”).  


 


6.3         
The Program Management
Committee shall evaluate all Change Requests, and Aptas shall schedule and
implement approved Changes, in accordance with the Change processes and
procedures designated by Dex.  All Changes must be approved in writing by
the Dex Program Manager, provided that the parties may agree in advance in
writing that certain Changes may be implemented without written approval. 
Aptas shall track all Change Requests, provide impact and cost/benefit
analyses, and perform such other activities and functions as reasonably
requested by Dex to determine the feasibility and desirability of a Change
Request.


 


6.4         
If the Change constitutes
a New Service, Aptas shall provide a proposal and obtain approval for such
Change in accordance with Section 1.3 of
the Agreement, provided that Aptas shall use commercially reasonable efforts to
deliver a proposal within five (5) business days of Aptas’ receipt of the
Change Request.  


 


7.            
Performance
Standards.  


 


Aptas shall perform the
Services in a manner that meets the specified Performance Standards specified
or provided for in Attachment D (the “Performance
Standards”).  Aptas recognizes that Dex is paying Aptas to
deliver the Services (including delivery of the DODS and other Deliverables) in
a manner conforming to such Performance Standards.  If Aptas fails to
perform so


 


8

















 


as to meet such Performance
Standards, then, in addition to other remedies available to Dex, Aptas shall
pay or credit to Dex the performance credits specified in Attachment D (“Performance Credits”) in recognition of the
diminished value of the Services resulting from Aptas’ failure to meet the
agreed upon level of performance, and not as a penalty.  Under no
circumstances shall the imposition of Performance Credits be construed as Dex’s
sole or exclusive remedy for any failure to meet Performance Standards, however,
if Dex recovers monetary damages from Aptas as a result of Aptas’ failure to
meet a Performance Standard, Aptas shall be entitled to set-off against such
damages any Performance Credits paid for the failure giving rise to such
recovery. 


 


8.            
Managed
Third Parties.    


 


With respect to third
parties identified in Section 11.8
below as “Managed Third Parties,” and any substitute(s) or replacement(s)
therefore (each a “Managed Third Party”),
Aptas shall perform the following activities with respect to the management and
administration of the contracts between Dex and such Managed Third Parties: 


 


•       manage the Managed Third Parties, including
monitoring operational day-to-day service delivery, monitoring performance,
escalating problems for resolution, and maintaining technical support
relationships;


 


•       as requested by Dex, work with Dex to manage
new and existing contractual relationships between Dex and Managed Third
Parties; and


 


•       oversee the Managed Third Parties’ delivery
of services and compliance with any performance standards contained in Dex’s
contract(s) with the Managed Third Parties.


 


9.            
Required
Consents.


 


Except to the extent Dex is
financially responsible for software or services specified in Section 11.8 below, Aptas shall be
financially and administratively responsible for obtaining all Required
Consents.  Dex will reasonably cooperate with Aptas in obtaining the
Required Consents.


 


10.          Dex Responsibilities.  


 


10.1       
Content
Strategy.  The parties
shall develop a comprehensive In-Region data aggregation strategy that will
include Content inclusion, tele-research, web crawling, self-serve,
computational and third party sources (the “Content
Collection Strategy”), together with other activities which may be
the subject of a separate work order (whether or not constituting New
Services).  The Content Collection Strategy will (i) identify potential
sources that support web site initiatives, further performance of metrics, ROI
analysis, integration plans, and development of business rules for
incorporation and usage and (ii) provide, among other things and in all events,
that (i) the use, nature, type, design, modification, display, placement, and
removal of all content is subject to Dex’s sole approval, and (ii) Aptas will
obtain Dex’s approval prior taking any action that is inconsistent with the
Content Collection Strategy.  Dex shall have primary responsibility for
the development, collection and aggregation of content, provided that Aptas
will support Dex as reasonably directed by Dex.


 


10.2       
Listings.  Dex shall aggregate listing
information (business, residential, government, and 800 numbers) from multiple
sources for In-Region, out-of-region and pocket locations normalize listing
addresses and provide such listings to Aptas.  Dex shall be responsible
for the accuracy, availability and completeness of listings information. Dex
and Aptas will


 


9

















 


mutually agree upon an acceptable
data interface description and file transfer format for the listing
information.


 


10.3       
Ad
Content.  Dex shall
procure, aggregate and deliver In-Region ad content for the Existing Website
and DODS, provided that Aptas shall provide content through the methods
described in Attachment A,
in addition to Ad Knowledge Services and other specifications of the Content
Collection Strategy. 


 


10.4       
External
Data Sources.  Dex
shall procure, aggregate, deliver and manage In-Region external data sources
used in connection with the Existing Website and DODS within the
specifications of the Content Collection Strategy.


 


10.5       
Data
Integration.  Dex shall
match and geo-code listing data, ad data and other content as specified in the
Content Collection Strategy.  The matching of data will be performed
according to the Dex Standards.  Aptas shall eliminate duplicate data
elements under the direction and approval of Dex.  Aptas shall augment the
geo-coding values in specific instances where correct map location and
display is affected.  Augmentation will be achieved through an internal
Aptas tool that will allow for the insertion and storage of merchant data or
Dex provided latitude/longitude.  


 


10.6       
QA
and Production Environments. 
Dex shall be financially and operationally responsible for maintaining the Dex
QA Environment and the Dex Production Environment, provided that Aptas shall
consult with Dex regarding capacity planning and performance
optimization.  Within forty-five (45) days of the effective date of this
Work Order, the parties shall use commercially reasonable efforts to agree upon
a complete list of specifications for the Dex QA Environment and the Dex
Production Environment.  Upon agreement of such specifications, (i) the
parties shall amend Appendix One to include such specifications and (ii) Aptas
acknowledges that the Dex QA and Production Environments will be adequate to
test and host the environment and otherwise permit Dex to receive the full
benefit of the Services.  If the cost to Dex of acquiring and implementing
the Dex QA Environment and the Dex Production Environment will exceed $2.1MM or
the requirements therefor are not consistent with the overall technical
architecture adopted by Dex and the technical requirements specified in Section 1.7.1 of Attachment B, Dex may terminate this
work order without payment of termination charges.


 


11.         
Charges. 



 


11.1       
Transition
Fee.   On the
effective date of this Work Order, Aptas shall invoice Dex for a one-time 2004
transition services fee in the amount of [***].


 


11.2       
Monthly
Service Charge.  The “Monthly Services Charge” each contract
month is set forth below, and is the charge to Dex for Aptas’ provision of the
Services under this Work Order and the Ad Knowledge Services.  Aptas shall invoice Dex by method
of Dex’s choice on a monthly basis for Monthly Services Charges.  The
Monthly Services Charge (subject to any OTQ Charge applicable pursuant to Section 11.3 below) shall fully
compensate Aptas for providing the Services (including the Ad Knowledge
Services, but excluding other charges for New Services which may be agreed upon
by the parties from time to time after the effective date of this Work Order),
and there are no separate or additional charges for such Services and Dex shall
not pay any charges for such Services in addition to those set forth in this
Work Order.  For the avoidance of doubt, the parties acknowledge that
charges provided for in this Work Order supersede entirely the charges provided
in Schedule C to the
Agreement from and after the effective date of this Agreement.


 


10

















 


The Monthly Service Charge
shall be as follows:


 


[***]


 


[***]


 


For
purposes of the foregoing, “Beta Launch” shall be the date that Dex Accepts the
Beta.


 


11.3       
OTQ
Adjustment. Commencing with
the  second invoice for the
Monthly Service Charge delivered to Dex in accordance with Section 11.2, Aptas shall designate
therein the number of Organic Traffic Queries at the Existing Website, the Beta
DODS or the DODS, as applicable, for the previous month.  Subject to the
applicable Annual Payment Bound in Section
11.4, if the aggregate number of OTQ’s for any such month is
greater than the Upper Bound of OTQ’s specified in the table below for the
applicable calendar year, as may be adjusted below (the “Upper Bound”), Aptas shall include in such
invoice a charge in an amount equal to eight cents ($0.08) multiplied by the
number of OTQ’s in such month over the Upper Bound (any such charge, an “OTQ Charge”).  Any OTQ Charge shall be
payable with the charges otherwise payable by Dex for such month.  If the
number of OTQ’s for any month is below the Upper Bound, Aptas shall make no
adjustment to the portion of the Monthly Service Charge invoiced for the then
current month.


 


	
  Contract

  Year

  	
   

  	
  2005

  	
   

  	
  2006

  	
   

  	
  2007

  	
   

  	
  2008

  	
   

  	
  2009

  	
   

  	
  2010

  	
   

  
	
  Upper Bound

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  



 


Notwithstanding
the foregoing, the Upper Bound numbers set forth in the table above shall be
subject to adjustment as follows:


 


•       Promptly following the conclusion of the
second calendar month after the execution of this Work Order, the parties will
calculate the average OTQs to the Existing Website over the preceding four (4) calendar
months (the “Baseline OTQ”). 



 


•       If the Baseline OTQ is greater than [***],
all Upper Bounds in the table above shall be increased by the percentage by
which the Baseline OTQ exceeds [***].


 


•       If the Baseline OTQ is less than [***], all
Upper Bounds in the table above shall be decreased by the percentage by which
the Baseline OTQ is less than [***].


 


The
calculation of Baseline OTQ and all measurements of OTQ for any applicable
period for purposes of this Work Order shall be made using consistent site
reporting and tracking metrics and capability as selected by Dex in connection
with the Existing Website, the Beta DODS or the DODS, as applicable.  The
parties acknowledge and agree that as of the date of execution of this Work Order,
such metrics and capability are provided through Omniture.


 


In
the event of any change in the site reporting and tracking metrics and/or
capability used by Dex in connection with the Existing Website, the Beta DODS
or the DODS, as applicable, including the replacement of Omniture or the
practices, methodologies or tools of Omniture, the parties will make
appropriate adjustment in the OTQ calculation to assure continuity and
consistency in the calculation and reporting of OTQ’s for purposes of
determining any applicable OTQ Charges.   


 


11

















 


11.4       
Annual
Payment Bound.  If the
aggregate of Monthly Service Charges for any contract year, including any OTQ
Adjustment, to Dex under this Work Order equals the Annual Payment Bounds
specified for such year in the following table, the OTQ Charges for the
remainder of such contract year shall be reduced to [***] for every OTQ
achieved thereafter:


 


	
  Contract

  Year

  	
   

  	
  2005

  	
   

  	
  2006

  	
   

  	
  2007

  	
   

  	
  2008

  	
   

  	
  2009

  	
   

  	
  2010

  	
   

  
	
  Annual Payment Bounds

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  



 


11.5       
Right
to Withhold for Failure to Deliver Deliverable.  Notwithstanding the provisions of Section 3.2 (Payment Terms) of the
Agreement and subject to Section 2.4
(Dex Performance Obligations and Savings Clause) of the Agreement, in the event
a Deliverable is scheduled for delivery in any month (including Development and
Implementation Milestones pursuant to Attachment
B) and Aptas fails to deliver such Deliverable by the end of such
month, the Monthly Service Charge payment for such month shall not be due until
such Deliverable is delivered.  Thus, for example, if a Development and
Implementation Milestone is designated for delivery on March 1, 2005 but not
completed until April 30, 2005, Dex’s obligation to pay the Monthly Service
Charge payment for March 2005 shall be delayed until such Development and
Implementation Milestone completion date. 


 


11.6       
Partial
Termination.  In the
event that Dex terminates the Agreement in part, the charges payable to Aptas
shall be equitably reduced to reflect such terminated Services.


 


11.7       
Charges
for New Services.   
For purposes of establishing charges for any New Services pursuant to Section 1.3 of the Agreement, the rates
set forth below shall be applicable, unless otherwise expressly agreed by the
parties.   After the first
contract year, Aptas may adjust the rates set forth below, provided that such
adjustment will not exceed the lesser of three percent (3%) or the annual change
in the monthly index published by the United States Department of Labor, Bureau
of Labor Statistics, Consumer Price Index for all Urban Consumers (CPI-U)
Denver, Colorado – All Items in effect at that time.


 


	
  Title/Level

  	
   

  	
  Description

  	
   

  	
  Current
  Personnel

  	
   

  	
  Rate

  
	
  Ontology Staff

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  [***]

  
	
  Engineers / Ontology Managers / Marketing Managers

  	
   

  	
   

  	
   

  	
  Ferguson, Eger, Bottstein / Weiss / Seideman

  	
   

  	
  [***]

  
	
  Senior Engineering Managers / Engineering
  Architects / Senior Marketing Managers

  	
   

  	
   

  	
   

  	
  Dalton, TBD, Cecil / Telingator, Mosher, /
  Schwartz, Bauer

  	
   

  	
  [***]

  
	
  Senior Vice Presidents and

  C Level Executives

  	
   

  	
   

  	
   

  	
  Perry Evans, Jeanette McClennan, Susan Dalton

  	
   

  	
  [***]

  

  (no charge for management/administration)

  



 


12














 


11.8       
Financial
Responsibility Matrix. 
The following matrix sets forth the financial responsibility of the parties
with respect to certain software and services related to the Services and the
Existing Website and DODS:


 


Financial Responsibility: Third Party
Software/Services


 


	
   

  	
   

  	
  Existing
  Website

  	
   

  	
  DODS

  	
   

  
	
  Description

  	
   

  	
  Responsibility

  	
   

  	
  Provider

  	
   

  	
  Responsibility

  	
   

  	
  Provider

  	
   

  
	
  Core Search Capability. Front-end search and browse functionality
  for data sets.

  	
   

  	
  Dex

  	
   

  	
  i411^

  	
   

  	
  Aptas

  	
   

  	
  FAST

  	
   

  
	
  Local Customization of Search Capability. Additional search logic layer customizing
  the Core Search Capability for IYP, local search, and paid advertising.

  	
   

  	
  Dex

  	
   

  	
  i411^

  	
   

  	
  Aptas

  	
   

  	
  Aptas

  	
   

  
	
  Mapping. Map, driving direction and location search functionality.

  	
   

  	
  Dex

  	
   

  	
  MapQuest #

  	
   

  	
  Aptas

  	
   

  	
  TBD*

  	
   

  
	
  Site Reporting and Metrics. [***] website
  metrics (e.g., commerce reports, access paths, segmentation
  tracking/reporting).

  	
   

  	
  Dex

  	
   

  	
  Omniture #

  	
   

  	
  Dex

  	
   

  	
  TBD*

  	
   

  
	
  Banner Ads.

  	
   

  	
  Dex

  	
   

  	
  Adjuggler***

  	
   

  	
  Dex

  	
   

  	
  Adjuggler***

  	
   

  
	
  Content Aggregation. Collection, aggregation, and delivery of
  data from multiple sources; conversion of data into logical format.

  	
   

  	
  Dex

  	
   

  	
  Qwest, InfoUSA

  	
   

  	
  Dex

  	
   

  	
  TBD***

  	
   

  
	
  Ad knowledge Services. Ad Data extraction.

  	
   

  	
  Aptas

  	
   

  	
  Aptas

  	
   

  	
  Aptas

  	
   

  	
  Aptas**

  	
   

  
	
  Project Management. Web accessible scheduling, status, reports,
  problems, etc.

  	
   

  	
  Dex

  	
   

  	
  TBD

  	
   

  	
  Dex

  	
   

  	
  TBD

  	
   

  
	
  Issue Tracking. Tracks project, maintenance and enhancement requests.

  	
   

  	
  Dex

  	
   

  	
  TBD

  	
   

  	
  Dex

  	
   

  	
  TBD

  	
   

  
	
  Testing and Site Performance Programs.

  	
   

  	
  Dex

  	
   

  	
  Mercury Suite including Topaz, Load Runner, Test Director, etc.)

  	
   

  	
  Dex

  	
   

  	
  TBD***

  	
   

  
	
  Maintaining and Purchasing Dex URLs.

  	
   

  	
  Dex

  	
   

  	
  TBD

  	
   

  	
  Dex

  	
   

  	
  TBD

  	
   

  
	
  Site Usage Research. Research tools used to assess the end user
  usage, satisfaction, interest, and behavior on the production site.

  	
   

  	
  Dex

  	
   

  	
  ForeSee Results, Burke, Magid***

  	
   

  	
  Dex

  	
   

  	
  ForeSee Results, Burke, Magid***

  	
   

  



 


13

















 


	
   

  	
   

  	
  Existing
  Website

  	
   

  	
  DODS

  	
   

  
	
  Description

  	
   

  	
  Responsibility

  	
   

  	
  Provider

  	
   

  	
  Responsibility

  	
   

  	
  Provider

  	
   

  
	
  UI testing/ research and Site Usage research. Testing or research to identify or improve
  UI design and functionality.

  	
   

  	
  Aptas

  	
   

  	
  TBD

  	
   

  	
  Aptas

  	
   

  	
  TBD

  	
   

  
	
  Third Party Audit o Log Files.

  	
   

  	
  Dex

  	
   

  	
  I/PRO

  	
   

  	
  Dex

  	
   

  	
  I/PRO

  	
   

  
	
  External security audit expertise.

  	
   

  	
  Dex

  	
   

  	
  Applied Trust or TBD

  	
   

  	
  Dex

  	
   

  	
  Applied Trust or TBD

  	
   

  
	
  Oracle

  	
   

  	
  Dex

  	
   

  	
  Oracle #

  	
   

  	
  Dex

  	
   

  	
  Oracle #

  	
   

  
	
  Orion

  	
   

  	
  Dex

  	
   

  	
  Ironflare #

  	
   

  	
  Dex

  	
   

  	
  Ironflare #

  	
   

  
	
  Sitemesh

  	
   

  	
  Dex

  	
   

  	
  Open Source #

  	
   

  	
  Dex

  	
   

  	
  Open Source #

  	
   

  
	
  Clickstream

  	
   

  	
  Dex

  	
   

  	
  Open Source #

  	
   

  	
  Dex

  	
   

  	
  Open Source #

  	
   

  
	
  AOP Alliance

  	
   

  	
  Dex

  	
   

  	
  Open Source #

  	
   

  	
  Dex

  	
   

  	
  Open Source #

  	
   

  
	
  Spring

  	
   

  	
  Dex

  	
   

  	
  Open Source #

  	
   

  	
  Dex

  	
   

  	
  Open Source #

  	
   

  
	
  Hibernate

  	
   

  	
  Dex

  	
   

  	
  Open Source #

  	
   

  	
  Dex

  	
   

  	
  Open Source #

  	
   

  
	
  Struts

  	
   

  	
  Dex

  	
   

  	
  Open Source #

  	
   

  	
  Dex

  	
   

  	
  Open Source #

  	
   

  
	
  Jakarta Commons

  	
   

  	
  Dex

  	
   

  	
  Open Source #

  	
   

  	
  Dex

  	
   

  	
  Open Source #

  	
   

  
	
  Dom4j

  	
   

  	
  Dex

  	
   

  	
  Open Source #

  	
   

  	
  Dex

  	
   

  	
  Open Source #

  	
   

  
	
  Jdom

  	
   

  	
  Dex

  	
   

  	
  Open Source #

  	
   

  	
  Dex

  	
   

  	
  Open Source #

  	
   

  
	
  Tomcat

  	
   

  	
  Dex

  	
   

  	
  Open Source #

  	
   

  	
  Dex

  	
   

  	
  Open Source #

  	
   

  
	
  Postgres

  	
   

  	
  Dex

  	
   

  	
  Open Source #

  	
   

  	
  Dex

  	
   

  	
  Open Source #

  	
   

  
	
  Log4j

  	
   

  	
  Dex

  	
   

  	
  Open Source #

  	
   

  	
  Dex

  	
   

  	
  Open Source #

  	
   

  



 






Notes:


 


*Third
party will be proposed by Aptas, subject to Dex approval.


 


**Although a party to this
Work Order, Aptas may propose third party software/service provider for listed
function, subject to Dex approval.


 


***Dex may choose provider
in its sole discretion.


 


^ -  Designates Managed
Third Party.


 


# - Designates Third Party
Software for which Aptas has operational (but not financial) responsibility.


 


Open source code is listed
for informational purposes only.  Aptas is responsible for obtaining the
require license rights to use the listed product, provided that Dex shall
reasonably assist Aptas in obtaining such rights.


 


12.          Software Currency.


 


Aptas shall maintain
reasonable currency for software for which it is financially or operationally
as designated in

Section 11.8. For purposes
of this Section 12, “reasonable currency” means that, unless
otherwise directed by Dex, (i) Aptas shall maintain software within one major
release of the then current major release, and (ii) Aptas shall install minor
releases promptly or, if earlier, as requested by Dex.


 


13.          Warranties. 


 


13.1         Aptas represents, warrants and covenants that
any Deliverable will perform in conformance with the Deliverables
Specifications and the applicable Documentation and will provide the functions
and features and operate in all material respects in the manner described
therein.


 


13.2         For the purposes of this Work Order, each
reference to “Materials” in Article 6 of the Agreement is amended
to read “Deliverables.”


 


14

















 


14.         
Intellectual
Property.    


 


14.1       
Dex
Owned Materials.  Dex
shall be the sole and exclusive owner of all Materials (i) owned by Dex prior
to the effective date of this Work Order, or (ii) conceived by Dex or developed
by or on behalf of Dex (other than by Aptas), including all enhancements and
Derivative Works of such materials (including those enhancements and Derivative
Works developed through the performance of the Services), including United
States and foreign intellectual property rights in such Materials
(collectively, “Dex Owned Materials”). 
For the avoidance of doubt, Dex Owned Materials do not include any Aptas Owned
Materials.  Dex hereby grants Aptas a non-exclusive, non-transferable,
royalty-free right and license during the Term (and thereafter during the
performance of any Transition Services) to access, use, execute, reproduce,
display, perform, modify, distribute and create Derivative Works of the Dex
Owned Materials to the limited extent required and for the express and limited
purpose of providing the Services, including maintenance and development
activities associated with the Existing Website and the DODS.  THE DEX
OWNED MATERIALS ARE PROVIDED TO APTAS ON AN AS-IS, WHERE-IS BASIS AND DEX
EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS
TO SUCH MATERIALS, OR THE CONDITION OR SUITABILITY OF SUCH MATERIALS FOR USE BY
DEX, INCLUDING WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE.


 


14.2       
Aptas
Owned Materials.  Aptas
shall be the sole and exclusive owner of all Materials owned by Aptas prior to
the effective date of this Work Order including all enhancements and Derivative
Works of such Materials, including United States and foreign intellectual
property rights in such Materials (“Aptas
Owned Materials”).  For the avoidance of doubt, Aptas Owned
Materials do not include any Dex Owned Materials. As of the effective date of
this Work Order, Aptas will use only the following Aptas Owned Materials to
provide the Services: Webb Interactive product plans, Nextron product plans,
Aptas product plans, the Pilot and Beta product plans and the proprietary Aptas
platform that will serve as the foundation for the DODS.  Aptas hereby
grants Dex and its third party contractors a non-exclusive, non-transferable,
royalty-free right and license during the Term (and thereafter during the
performance of any Transition Services) to access, use, execute, reproduce,
display, perform, modify, publish and create Derivative Works of the Aptas
Owned Materials for the sole purpose of performing or receiving the full
benefit of the Services provided by Aptas, for Dex’s intended business purposes
related to the use and operation of the Existing Website and the DODS.


 


14.3       
New
Developments. 
Deliverables not otherwise constituting Dex Owned Materials, Aptas Owned
Materials, or any third party Materials (“New
Developments”) shall be jointly owned by Dex and Aptas including all
United States and foreign patent, copyright and other intellectual property
rights in such Deliverables.  To the extent of such joint ownership by
Dex, such New Developments shall be deemed to be works made for hire (as that
term is used in Section 101 of the United States Copyright Act, 17 U.S.C. §
101, or in analogous provisions of other applicable Laws). 
Notwithstanding such joint ownership, Aptas and Dex agree that:


 


•       Aptas shall not use any such jointly owned
New Developments for the benefit of, or distribute any such New Development to,
a Direct Dex Competitor, and 


 


•       Dex shall only use such New Developments for
Dex’s ordinary business purposes consistent with those contemplated under this
Work Order. 


 


15

















 


Each party agrees to execute
any documents and take any other actions reasonably requested by the other
party to effectuate the intent and purposes of this Section 14.3.  ANY RIGHTS
HEREUNDER GRANTED BY DEX, IS AND SHALL BE ON AN AS-IS, WHERE-IS BASIS AND DEX
EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS
TO SUCH NEW DEVELOPMENTS, OR THE CONDITION OR SUITABILITY OF SUCH NEW
DEVELOPMENTS FOR PERMITTED USES BY APTAS, INCLUDING WARRANTIES OF
NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.   


 


14.4       
Expiration
and Termination Rights. With
respect to Aptas Owned Materials that are Deliverables, Aptas shall and hereby
does grant to Dex a perpetual, royalty-free (except as provided in Attachment C) license to use such
Materials upon and following any expiration or termination for any reason of
this Work Order, including the right for Dex, or Dex’s designee, to use access,
execute, reproduce, display, perform, modify, publish and create Derivative
Works of such Materials for Dex’s ordinary business purposes consistent with
those contemplated under this Work Order.  


 


14.5       
Source
Code and Documentation. 
Aptas shall, promptly as it is implemented or otherwise developed and/or
delivered by Aptas, place into escrow for the benefit of Dex via electronic
media the source code and Documentation (i.e., architectural diagrams,
functional specs, installation procedures and release notes) for all
Deliverables; provided, however, in the case of any Materials owned by Dex
(including by joint ownership), Aptas shall provide such source code and
Documentation to Dex’s Program Manager rather than placing such source code and
Documentation into escrow.  Such source code and Documentation shall be
sufficient to allow a reasonably knowledgeable, experienced and appropriately
trained systems programmer to maintain and support the Deliverable.  Upon
expiration or termination of this Work Order, and subject to Section 14.2 above,  Aptas shall deliver to Dex the source code
and Documentation for all Deliverables then in use by Aptas or Dex in
connection with this Work Order.  For the avoidance of doubt, (i) the use
of such source code and Documentation shall be consistent with the license
grant provided in Section 14.4
above, and (ii) such source code and Documentation shall be subject to the
restrictions against disclosure contained in Section 7.4 of the Agreement and for such purposes jointly
owned New Developments shall be treated as Aptas’ Confidential Information.


 


14.6       
No
Accounting.  The
parties agree that there shall be no accounting required by or to the other
party in connection with the parties’ joint ownership of Materials provided for
in this Section 14.  


 


14.7       
For the purposes of this
Work Order, this Section 14
supercedes Section 5.1 and  Section 5.2 of the Agreement in its
entirety.  


 


15.          Dispute Resolution.


 


15.1       
For the purposes of this
Work Order, each reference to “Dex Contract
Manager” and “Aptas Contract
Manager” in Section 11
of the Agreement is amended to read “Dex
Account Manager” and “Aptas
Account Manger,” respectively.


 


15.2       
For the purposes of this
Work Order, each instance of “Dex’s Chief
Information Officer and Chief Operating Officer” in Section 11 of the Agreement is amended
to read “Dex’s Vice President of Internet.”


 


16

















 


16.          Termination.


 


16.1       
Termination
for Convenience by Dex. 
Dex may terminate the Agreement in whole or in part for convenience and without
cause at any time by giving Aptas at least 120, 90, or sixty (60) days prior
notice in 2005, 2006, or 2007, respectively, designating the termination date. 
If Dex elects to terminate on this basis prior to December 31, 2007, Dex shall
pay the applicable termination for convenience charges (if any) specified in Attachment C to this Work
Order.     In accordance with Section 11.6 above, in the event Dex terminates the
Agreement in part, the charges (including any termination for convenience
charges) payable to Aptas shall be equitably reduced to reflect such terminated
Services.


 


16.2       
Termination
for Convenience By Aptas. 
For the avoidance of doubt, the parties acknowledge that Aptas’ right to
terminate for convenience pursuant to Section
4.2.2 of the Agreement is limited to termination of the Ad
Knowledge Services.   In the event Aptas shall terminate the
Agreement in part in accordance with this Section
16.2, the charges payable to Aptas shall be equitably reduced to
reflect such terminated Services.


 


16.3       
Termination
for Cause by Dex.  Romanette
(iii) of Section 4.3 of the
Agreement is amended to add the following thereto: “or fails to deliver more
than three (3) Deliverables by the specified delivery date therefore in any six
(6) month period,”.  Romanette (v) of Section
4.3 of the Agreement is amended to add the following
thereto:  “or within forty-five (45) days of written notice should such
breach involve delivery of a functional software Deliverable.”  


 


16.4       
Restrictions
on Providing Services to Competitors.


 


Aptas shall not perform the
following services in the United States directly or indirectly for a Direct Dex
Competitor during the Term of this Work Order without Dex’s prior written
consent:  


 


•      Services equivalent both in nature and in
scope to the Services;


 


•      Internet-based search applications; 


 


•      Local relevance and navigation software
models; 


 


•      Internet advertising display and management
software applications; and 


 


o      Internet-based consumer search and shopping
software applications.


 


Upon notification by Dex of
the termination of this Agreement, the foregoing restrictions on Aptas’ performance
of services shall expire.


 


17.          Liability Limitations.


 


Section 6.9 of the Agreement is amended to add the
following thereto:


 


“;
EXCEPT AND TO THE EXTENT OF (i) LOSSES OR DAMAGES OCCASIONED BY THE FRAUD,
WILLFUL MISCONDUCT, OR GROSS NEGLIGENCE OF A PARTY OR (ii) LOSSES OR DAMAGES
RESULTING FROM APTAS’ WRONGFUL TERMINATION OR ABANDONMENT OF THIS AGREEMENT.


 


17

















 


18.          Reports.  


 


Aptas shall provide to Dex
in the format reasonably requested by Dex (i) the reports described in the
table below at the frequencies specified, and (ii) any additional reports
reasonably requested by Dex on an ad hoc or periodic basis.


 


	
  Report

  	
   

  	
  Description

  	
   

  	
  Frequency

  	
   

  	
  Recipient

  	
   

  	
  Media

  	
   

  
	
  Problem
  Management Report

  	
   

  	
  Problem
  and request tracking

  	
   

  	
  Weekly

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Change
  Management

  	
   

  	
  List
  and description of scheduled changes for the next 60 days.

  Priority of changes. Initiator and approver of changes.

  Planned vs. emergency identifier.

  	
   

  	
  Weekly

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Problem
  Analysis (Root Cause)

  	
   

  	
  Details
  the results of each problem analysis performed by Aptas.

  Includes the nature of the incident and plans to prevent or avoid future
  incidents.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  End
  User/Market Analysis Survey Results

  	
   

  	
  Summaries
  and findings of End User/ Market Analysis surveys.

  	
   

  	
  Monthly

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Security
  and Virus Incidents

  	
   

  	
  Report
  logical security violations to security administration. Document the nature
  of such incidents and the plan and status of such incidents.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Project
  Status Report

  	
   

  	
  Report
  on the status of all open projects, including actuals vs. planned for
  schedule, cost, risk, and change of scope. 

  Report the status of each project to the requestor on a periodic basis as
  agree with the requester.

  	
   

  	
  Update
  real time.

  	
   

  	
   

  	
   

  	
  Web
  based.

  	
   

  
	
  Issues
  Management

  	
   

  	
  Status
  of major pending issues, Status of Improvement Action Plans, Report changes
  to the environment impacting costs or utilization.

  	
   

  	
  Update
  real time.

  	
   

  	
   

  	
   

  	
  Web
  based.

  	
   

  
	
  Performance
  Standards

  	
   

  	
  Comparison
  of actual results vs. Performance Standard requirements, with such other
  information as required in Attachment D.

  	
   

  	
  Monthly

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


18

















 


	
  Report

  	
   

  	
  Description

  	
   

  	
  Frequency

  	
   

  	
  Recipient

  	
   

  	
  Media

  	
   

  
	
  Service
  Management Report

  	
   

  	
  Summary
  of accomplishments, work in progress, planned work). Review of resource
  allocation for past year and progress as compared to road map (goals and
  objectives.)

  	
   

  	
  Monthly

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Operating
  Reports and Monitoring Metrics

  	
   

  	
  Data
  captured in the form of log files or in other forms for the purposes of
  generating operating reports or monitoring metrics shall be provided back to
  Dex through an agreed-upon interface for the purpose of collecting in the Dex
  Enterprise Information Warehouse Datamart.

  	
   

  	
  Daily

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Innovation
  Report

  	
   

  	
  Document
  Aptas innovations, competitor innovations, market innovations and changes in
  consumer and advertiser behavior and what innovations will be required in the
  future. A mechanism for executives to strategically look at innovation and
  drive product changes in order to remain [***].

  	
   

  	
  Monthly

  	
   

  	
  Executive
  Steering Committee

  	
   

  	
   

  	
   

  



 


19.          Benchmarking Reviews.


 


19.1       
Dex
Right to Benchmark. 
From time to time during the term of the Agreement, Dex may, at its expense and
subject to this Section 19,
engage the services of an independent third party (a “Benchmarker”) to compare the quality and
aggregate costs over the projected Term of all or any portion of the Services
against the quality and cost of other service providers (excluding for such
comparison Amdocs, Inc.), performing similar services to ensure that Dex is
receiving from Aptas pricing and levels of service that are competitive with
market rates, prices and service levels, given the nature, volume and type of
Services provided by Aptas hereunder (“Benchmarking”). 



 


19.2       
General
Procedures.  Aptas
shall cooperate fully with Dex and the Benchmarker during such effort and shall
(i) provide the Benchmarker reasonable access to any equipment, personnel or
documents required for the conduct of the Benchmarking; and (ii) provide any
assistance required by the Benchmarker to conduct the Benchmarking, without
additional charge to Dex.  


 


19.3         Aptas Review; Adjustment of
Charges.  Dex shall
provide Aptas with a copy of the Benchmarker’s report and Aptas shall have ten
(10) days to review such report and contest the Benchmarker’s findings. 
If the parties are unable to agree upon the validity of such


 


19

















 


findings, the matter shall
be resolved pursuant to the dispute resolution procedures set forth in Section 11 of the Agreement.  If
the Benchmarker finds that the charges provided for under the Agreement for all
Services or any service element are greater than the lowest thirty-three
percent (33%) of the prices charged by other similar information technology
service providers to Aptas for work of a similar nature, type or volume, (the “Benchmark Standard”), the parties shall meet
and negotiate in good faith as to reductions in the charges to eliminate any
unfavorable variance.  If the parties are unable to agree upon such
reductions, the charges shall be adjusted through the application of the
dispute resolution procedures (including arbitration, if required) procedures
in Section 11 of the
Agreement.  Reductions in Aptas’ charges shall be implemented effective as
of the date the Benchmarker’s report was first provided to Aptas.


 


20.          Approvals.


 


Aptas
acknowledges that, subject to the Dex authorization processes and procedures,
any agreement, approval, acceptance, consent, confirmation, notice or similar
action by Dex that is required under this Work Order must be given in writing
by the Dex Program Manager or his or her designee, provided the parties may
agree in writing that certain approvals or similar actions may be given
orally.  Without limiting the foregoing, Aptas acknowledge that the
authority of the Dex Program Manager shall be subject to applicable Dex policies,
relevant copies (or excerpts) of which shall be provided to Aptas. 


 


21.          Construction and
Interpretation.


 


Except as otherwise provided
herein (including with respect to capitalized terms defined herein as described
in the introductory paragraph of this Work Order), the terms of the Agreement
are applicable to this Work Order.


 


22.         
[***]


 


IN
WITNESS WHEREOF, the parties hereto have caused this Work Order to be executed
as of the date first set forth above. 


 


 


	
  Aptas, Inc.:

  	
  Dex Media, Inc.:

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Date:

  	
   

  



 


20

















 


APPENDIX 1


 


DEX QA AND PRODUCTION ENVIRONMENT SPECIFICATION


 


1.     Dex QA (Configuration X1)
and Production (Configuration X2) Environments:  


 


a.     The QA environment will be purchased and made
available to Aptas system administrators on March 1, 2005, 30 calendar days
prior to QA start date.  


 


b.     The QA environment will be made available to
the Aptas QA organization on April 1, 2005 for a period of 60 days for QA and
for an additional 30 days for User Acceptance phase of Beta deployment.  


 


c.     The QA environment will be made available to
the Aptas QA organization 75 days prior to DODS deployment, 60 days for QA and
15 days for Use Acceptance phase of DODS deployment. 


 


d.     The Production environment will be purchased
and made available to Aptas system administration on April 15, 2005, 75
calendar days prior to Beta deployment.  The production environment will
be made available to Aptas Systems Engineers and Aptas QA Engineers for 60 days
prior to Beta deployment for load balancing, stress testing, load testing, and
failover testing


 


	
  Function

  	
   

  	
  Logical
  Name

  	
   

  	
  Description

  	
   

  	
  Hardware

  	
   

  	
  CPUs

  	
   

  	
  Memory

  	
   

  	
  Disk

  	
   

  	
  OS

  
	
  Infrastructure

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DNS1

  	
   

  	
  Domain Name
  Server

  	
   

  	
  Intel
  Based(32bit)

  	
   

  	
  1x(2.8GHz)

  	
   

  	
  1G

  	
   

  	
  2x80G (SATA)

  	
   

  	
  RedHat ES, v.3

  
	
   

  	
   

  	
  DNS2

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  1x(2.8GHz)

  	
   

  	
  1G

  	
   

  	
  2x80G (SATA)

  	
   

  	
  RedHat ES, v.3

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Private
  Label

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Web/Servlet1

  	
   

  	
  Web Server

  	
   

  	
  Intel
  Based(32bit)

  	
   

  	
  2x(3.06GHz)

  	
   

  	
  4G

  	
   

  	
  2x80G (SATA)

  	
   

  	
  RedHat ES, v.3

  
	
   

  	
   

  	
  Web/Servlet2

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  2x(3.06GHz)

  	
   

  	
  4G

  	
   

  	
  2x80G (SATA)

  	
   

  	
  RedHat ES, v.3

  
	
   

  	
   

  	
  Web/Servlet3

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  2x(3.06GHz)

  	
   

  	
  4G

  	
   

  	
  2x80G (SATA)

  	
   

  	
  RedHat ES, v.3

  
	
   

  	
   

  	
  Web/Servlet4

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  2x(3.06GHz)

  	
   

  	
  4G

  	
   

  	
  2x80G (SATA)

  	
   

  	
  RedHat ES, v.3

  
	
   

  	
   

  	
  Web/Servlet5

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  2x(3.06GHz)

  	
   

  	
  4G

  	
   

  	
  2x80G (SATA)

  	
   

  	
  RedHat ES, v.3

  
	
   

  	
   

  	
  Web/Servlet6

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  2x(3.06GHz)

  	
   

  	
  4G

  	
   

  	
  2x80G (SATA)

  	
   

  	
  RedHat ES, v.3

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  J2/App1

  	
   

  	
  Java Application
  Server

  	
   

  	
  Intel
  Based(32bit)

  	
   

  	
  2x(3.06GHz)

  	
   

  	
  4G

  	
   

  	
  2x80G (SATA)

  	
   

  	
  RedHat ES, v.3

  
	
   

  	
   

  	
  J2/App2

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  2x(3.06GHz)

  	
   

  	
  4G

  	
   

  	
  2x80G (SATA)

  	
   

  	
  RedHat ES, v.3

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DB1

  	
   

  	
  Database Server

  	
   

  	
  Intel
  Based(32bit)

  	
   

  	
  4x(3.06GHz)

  	
   

  	
  8-12Gb

  	
   

  	
  2x80G (SATA)

  	
   

  	
  RedHat ES, v.3

  
	
   

  	
   

  	
  DB2

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  4x(3.06GHz)

  	
   

  	
  8-12Gb

  	
   

  	
  2x80G (SATA)

  	
   

  	
  RedHat ES, v.3

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FS1

  	
   

  	
  Image / Data File
  Server

  	
   

  	
  Intel
  Based(32bit)

  	
   

  	
  2x(2.8GHz)

  	
   

  	
  2-4G

  	
   

  	
  2x80G (SATA)

  	
   

  	
  RedHat ES, v.3

  
	
   

  	
   

  	
  FS1-Data

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  12 Slot Appliance
  (SATA or SCSI)

  	
   

  	
  N/A

  



 


1

















 


	
  Function

  	
   

  	
  Logical
  Name

  	
   

  	
  Description

  	
   

  	
  Hardware

  	
   

  	
  CPUs

  	
   

  	
  Memory

  	
   

  	
  Disk

  	
   

  	
  OS

  
	
   

  	
   

  	
  Web-App-LB1

  	
   

  	
  Load Balancer

  	
   

  	
  Juniper, Cisco,
  Big IP

  	
   

  	
  Default

  	
   

  	
  Standard Config

  	
   

  	
  N/A

  	
   

  	
  Latest IOS

  
	
   

  	
   

  	
  Web-App-LB2

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  N/A

  	
   

  	
  Latest IOS

  
	
   

  	
   

  	
  DB-App-LB1

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  N/A

  	
   

  	
  Latest IOS

  
	
   

  	
   

  	
  DB-App-LB2

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  N/A

  	
   

  	
  Latest IOS

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fast
  Search

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SI1

  	
   

  	
  Search / Index
  Server

  	
   

  	
  Intel
  Based(32bit)

  	
   

  	
  2x(2.8GHz)

  	
   

  	
  4G

  	
   

  	
  2x80G (SATA)

  	
   

  	
  RedHat ES, v.3

  
	
   

  	
   

  	
  SI1-Data

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  12 Slot (SCSI,
  15K-RPM)

  	
   

  	
  N/A

  
	
   

  	
   

  	
  SI2

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  2x(2.8GHz)

  	
   

  	
  4G

  	
   

  	
  2x80G (SATA)

  	
   

  	
  RedHat ES, v.3

  
	
   

  	
   

  	
  SI2-Data

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  12 Slot (SCSI,
  15K-RPM)

  	
   

  	
  N/A

  
	
   

  	
   

  	
  SI3

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  2x(2.8GHz)

  	
   

  	
  4G

  	
   

  	
  2x80G (SATA)

  	
   

  	
  RedHat ES, v.3

  
	
   

  	
   

  	
  SI3-Data

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  12 Slot (SCSI,
  15K-RPM)

  	
   

  	
  N/A

  
	
   

  	
   

  	
  SI4

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  2x(2.8GHz)

  	
   

  	
  4G

  	
   

  	
  2x80G (SATA)

  	
   

  	
  RedHat ES, v.3

  
	
   

  	
   

  	
  SI4-Data

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  12 Slot (SCSI,
  15K-RPM)

  	
   

  	
  N/A

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
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  Query Server

  	
   

  	
  Intel
  Based(32bit)

  	
   

  	
  2x(2.8GHz)

  	
   

  	
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  2x80G (SATA)

  	
   

  	
  RedHat ES, v.3

  
	
   

  	
   

  	
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  “

  	
   

  	
  “

  	
   

  	
  2x(2.8GHz)

  	
   

  	
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  Based(32bit)

  	
   

  	
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  Admin1

  	
   

  	
  Fast
  Administration + logging

  	
   

  	
  Intel
  Based(32bit)

  	
   

  	
  1x(2.8GHz)

  	
   

  	
  1G

  	
   

  	
  2x80G (SATA)

  	
   

  	
  RedHat ES, v.3

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  QR-LB1

  	
   

  	
  Load Balancer

  	
   

  	
  Cisco CSS (11500)

  	
   

  	
  Default

  	
   

  	
  Standard Config

  	
   

  	
  N/A

  	
   

  	
  Latest IOS

  
	
   

  	
   

  	
  QR-LB2

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  N/A

  	
   

  	
  Latest IOS

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
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  http or https connection
  to mapping provider or other agreed upon integration solution

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


2

















 


	
  Function

  	
   

  	
  Logical
  Name

  	
   

  	
  Description

  	
   

  	
  Hardware

  	
   

  	
  CPUs

  	
   

  	
  Memory

  	
   

  	
  Disk

  	
   

  	
  OS

  
	
  Address
  Resolution

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Requirements
  Currently Unknown

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Aptas Back Office Production

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DODS_AD1

  	
   

  	
  Asset Delivery

  	
   

  	
  Intel (32bit)

  	
   

  	
  2x2.6GHz

  	
   

  	
  1-2G

  	
   

  	
  2x80G (SATA), 3x80G
  (SATA)

  	
   

  	
  Redhat ES, V.3

  
	
   

  	
   

  	
   

  	
   

  	
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  DODS_AA1

  	
   

  	
  Asset Archive

  	
   

  	
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  2x2.6GHz

  	
   

  	
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  2x80G (SATA)

  	
   

  	
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  DODS_AAD1

  	
   

  	
  Asset Archive File
  Server

  	
   

  	
  “

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  4x200G (SATA)

  	
   

  	
  Redhat ES, V.3

  
	
   

  	
   

  	
  DODS_AA2

  	
   

  	
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  4x200G (SATA)

  	
   

  	
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  Asset Processing

  	
   

  	
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  (SATA)

  	
   

  	
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3

















 


APPENDIX 2


 


APTAS WHITE PAPER, DECEMBER, 2004


 


“DESTINATION SEARCH: A NEW PARADIGM


 


FOR THE FUTURE OF LOCAL SEARCH”


 


Attached
hereto and incorporated by reference is the Aptas white paper, “Destination
Search: A New Paradigm for the Future of Local Search.”


 


1














 


	
   

  	
   

  	
  Aptas

  



 


Destination Search:


 


A New Paradigm for the Future of Local Search


 


Executive Summary


 


Local
search is currently one of the hottest topics in the search and local media
communities. Aptas’ unique point of view redefines the spare as a new category
of Internet destination site businesses. We have coined the term “Destination
Search” as an intentional hybrid of search and destination site experiences,
reflecting our belief that local search can evolve as a content-rich
destination site business.


 


Search
functionality is critical to the success of Destination Search, just as it is
in most commerce-oriented destination sites. Yet as with many internet commerce
categories such as travel and career search is just one element in the overall
consumer and advertiser experience. By presenting the consumer with a rich
browsing, comparison and interaction experience for local shopping, we believe
we can better serve the consumer. Advertisers will likewise benefit from more
qualified leads and advanced marketing opportunities. The dynamics will be  driven by a holistic view of the consumer
experience that is far more complex and powerful than the anonymous query
matching functionality of today’s search engines.


 


This
white paper presents an introduction to the concepts underlying our vision of
Destination Search, the elements of success, and the business dynamics of this
strategy, It is intended as a primer to stimulate discussion and dialog within
the industry, on a topic critical to the future evolution of the local media
industry.


 


	
  Aptas,
  Inc, Proprietary Information

  	
   

  	
  Reproduction
  Prohibited Without Permission

  



 


2

















 


Table of Contents


 


	
   

  	
  page

  
	
   

  	
   

  
	
  The Power of Search Meets a New Challenge, the Local
  Consumer

  	
  1

  
	
   

  	
   

  
	
  From Entry Search to Local
  Search

  	
  1

  
	
   

  	
   

  
	
  Destination Search: the Solution for Local Search

  	
  4

  
	
   

  	
   

  
	
  Know the Destination
  Search Customer

  	
  4

  
	
   

  	
   

  
	
  Why Aptas’ Destination Search Will
  Succeed

  	
  5

  
	
   

  	
   

  
	
  The Business Impact

  	
  10

  
	
   

  	
   

  
	
  The Business Model

  	
  11

  
	
   

  	
   

  
	
  The Timing Challenge

  	
  11

  
	
   

  	
   

  
	
  Conclusion

  	
  11

  
	
   

  	
   

  
	
  Contact Information

  	
  12

  
	
   

  	
   

  
	
  End Notes

  	
  12

  



 


3

















 


The Power of Search Meets a New Challenge, the Local Consumer


 


Aptas
conducted a yearlong multi-phase consumer research program to better understand
the online search habits of consumers as they relate to finding information on
local businesses.(1)  We found an eagerness among consumers to  tap the power of online search engines,
and use that power to find relevant, useful and comparative content on local,
neighborhood retailers. Most importantly, we found that consumers sought to do
this through a familiar destination site
experience.


 


From Entry Search to Local Search


 


Entry
search, the popular and common way to search Internet content, has proven to be
an exceptional way to explore a vast array of online information. But when it
comes to a different kind of search experience, one that is less hit-or-miss
and more focused on finding specific information about local neighborhood
businesses, the consumer is underservcd. Through our research, we found that
consumers were eager for a new type of local search experience that complements
their wider entry search habits. We honed these observations into specific
local search requirements for content, relevance, presentation and
surprisingly, shopping application functionality. By attaching a set of
proprietary content filtering and aggregation tools to the Web’s most powerful
search platform, we evolved local search into a useful and intuitive consumer
site experience. The success we have had with consumer test groups has led us
to believe this will open a whole new way of searching locally.


 





 


But
first, a bit (if background:


 


•                 
The
traditional view of search is a simple and efficient process of exploring the
tremendous and quirky base of published information across the Internet.


 


Consumers employ this tried
and true method of finding content billions of times daily. When consumers
click on links and are not able to find the information they’re looking for,
they simply


 


1

















 


return to the results page
and try again. But search is still young and evolving. Today, entry-search
engines do a stellar job in harnessing and indexing this vast quantity of
content and providing highly productive pointers to those sources of content.
But tomorrow’s consumer search needs may be quite different. Matching a set of
query terms to a set of linked pages works best for consumers where they have no known or trusted source,


 


•                 
While
Search has dominated the online business sector’s attention over the last two
years, specialized destination sites have continued to attract and own an enormous
and growing share of consumer attention, particularly as they relate to
commerce activity.


 


More and more consumers have
become persuaded that it makes sense to move beyond their search portal habits
and establish habitual interactions with key destination sites. Examples abound
in the Web’s most lucrative and valuable commerce and information publishing
segments - travel, jobs, auctions, sports, weather, books, electronics, as well
as  many specialized verticals.
Observe the substantial success achieved by well-developed and branded
destination sites such as Travelocity, Monster, eBay, Amazon and Weather.com.
By providing deeper experiences and functionality for specific purposes, these
businesses all enjoy vital relationship with online consumers. But what about
the local small businesses that still own considerable consumers’ dollars?


 


•                 
Using
the Web to find local businesses makes a lot of sense.


 


Ideally, once you find a
local business, you should be able to interact with it to the full capacity of
the Internet. However, the web’s hodgepodge of poorly attributed small business
content presents an ineffective foundation to support the consumer’s search,
research and comparison-shopping requirements. As consumers demand more from their
search experience, new and creative approaches to search are emerging that
satisfy a more focused approach to finding information. Consumers want the
ability to access this treasure-trove of Web information, browse catalogues,
book appointments, ask questions, make lists, get a map of the location or even
purchase online.


 


•                 
Aptas
has determined that local search can – and should – emerge as the next big and important destination
site segment of the Internet.


 


Search is a critical component
of the experience provided on large consumer sites. However, the real value
emerges from the aggregation and organizing of this rich and comprehensive
array of content, and by placing content into personalized and effective
applications that address the true


 


2

















 


needs of customers.
Consumers have already demonstrated how they are forming category brand usage
patterns and applying search in ways unique to that category.


 


The maturation of the travel
category is the perfect example of how a customer’s decision-making and
purchasing process, is influenced by the intertwining of search functionality
and travel content. Consumers rarely think of the experience on a travel site
as a “search” but rather as “travel planning.” Yet their interaction with the
site is dominated by search. A consumer is less likely to turn to one of the
large online search engines for travel planning because they have become
accustomed to the experience on a travel site.(2)


 


This same value proposition
can be applied to the local search experience. We know that online product
research is already an establish consumer habit and pattern. Couple this with
consumers’ growing habitual use of search, we can see how this comparison-shopping
mentality is driving online clicks to offline bricks: online product research
by consumers this past year was responsible for driving $180.7 billion in
offline spending.(3) In fact, Internet-influenced offline spending is now
growing faster than direct online spending; Internet-influenced offline sales
grew 31% last year and direct online sales grew 14%, while total US retail
spending grew only 5% during a comparable period.(4) All this points to a
substantial opportunity in creating a new user-centric search experience for
driving customers to local, neighborhood businesses.


 





 


3

















 


Destination Search: the Solution for Local Search


 


We
coined the term “Destination Search” to recognize the need for local search to
evolve through advances in both Search and destination site features. While
there are unique challenges in the localization of search technology, the local
search opportunity more naturally evolves into a destination site Internet
business. The implications of this evolution are substantial, particularly for
traditional media publishers as they define their strategic positioning and
investment focus.


 





 


Know the Destination Search Customer


 


Local
search is a natural fit for a destination experience. Consumers have long
proven their desire to do side-by-side comparisons of business information; but
for the neighborhood small business community, the Internet has yet to build
anything resembling a content aggregation and ranking framework. Destination
sites aggregate and tag a rich base of comparative commercial content covering
a large base of businesses or products. Employing specialized ontologies and
search tools, these sites present the consumer with both a list of matching
businesses and detailed
comparative information from which the consumer can browse, compare, select,
interact, and possibly complete the transaction.


 


Here
are a few fundamentals that consumers demand for a successful local search
experience:


 


•                 
Provide
detailed comparative information.


 


Allow customers to see
side-by-side comparison of like or similar search results so that they control
the decision process.


 


4

















 


•                 
Let
customers mimic the shopping experience within their search experience.


 


When searching, customers
want the same familiar experiences of browsing, selecting and saving,
comparing, and sharing content they are used to on retail destination sites.
They are familiar and comfortable with the notion of a shopping cart that allow
them to select, store, review and save items for an eventual transaction. This
allows customers to better control their search experience.


 


•                 
Present
“informed links” for more detailed business information.


 


Comparative information,
cross- and up-sell links, references and opinion information are but a few of
the content types that can help round out the experience and drive customer
transaction.


 


•                 
Provide
customers with decision support.


 


Customers welcome help in
focusing their search method. Allowing them to research, compare, save, store
and seek opinion on search results creates a more useful search experience.


 


•                 
Integrate
perishable and timely information like coupons, promotions, etc.


 


When served up similar
results, it may be the immediate or timely promotion that cements the offline
transaction.


 


Why Aptas’ Destination Search Will Succeed


 


What
key features and functions combine to create the kind of experience that
convinces consumers to abandon the randomness of search box  queries for a predictable and organized
destination search experience? At a certain point consumers who use a
full-function Destination Search site will make a mental note to start using
that site regularly.


 


One
of the most encouraging aspects of our consumer research was the finding that
consumers see a Destination Search site as a complement to the large, branded
global search sites such as Google and Yahoo Search(5) In fact, consumers
continued to reinforce their belief that search sites are there to help them
find these new sites that better fulfilled their needs. Once found, the need
and desire to return to search engines for similar queries disappears.


 


Let’s
look at the key features that will draw businesses to this strategy and
customers to this new Internet segment:


 


•                 
Destination
Search promotes contact with local small businesses.


 


Consumers will always need
to connect with small businesses to fully complete the majority of


 


5

















 


their local shopping needs.
It is simply not practical to expect the Internet to successfully capture
comprehensive content on a sufficient number of this sector to negate the need
for live interaction between the consumer and small businesses. Our Destination
Search is built with this practical viewpoint. It provides tools that encourage
and facilitate contact, and assist the consumer in narrowing their choices and
planning their errands. Destination Search employs integrated Internet-based
communications tools to facilitate these natural needs for information sharing,
inquiry and exchange.


 


•                 
Destination
Search uses its ontology as the blueprint for converting disparate,
unstructured sources into a single, integrated whole.


 


The ontology models the
entire local business “ecosystem,” enabling a richer and deeper understanding
of the dynamics and of the neighborhood market. Our search functionality then
serves as a uniform platform, allowing content to be moved, mixed and merged in
any number of ways.


 


Defining
your local search “ecosystem” is the key to high consumer satisfaction


 





 


6

















 


•                 
Destination
Search bridges the content gap.


 


Perhaps the biggest
challenge facing local search is the lack of comprehensive content that gives
consumers a predictable and valuable shopping experience. To tackle this issue,
we have developed a proprietary Directory Knowledge Base (DKB) by bringing
together the disciplines of ontology, software engineering, and consumer
marketing and focusing exclusively on content conversion, aggregation, crawling
and relevance coding for Local Search.


 





 


We created our DKB using the
following underlying principles:


 


•                 
Yellow
Page advertising content, properly structured and organized, forms an
excellent digital source of foundation content.


 


•                 
Yellow Page content
from print ads is not enough. Practical and useful tools that assist consumers
when they are qualifying, comparing and ranking their shopping choices must
supplement this content.


 


•                 
Specialized and
category-tuned web content crawling provides the foundation for smart
integration of web-based information in two forms: (1) aggregation of
additional reference content, and (2) smart links that point consumers to
specific web-based information, commonly considered key to the selection
process.


 


7

















 





 


We have applied the sciences
of ontology and software engineering to form a well-structured content
model supported by advanced inference tools and data model management.


 


We combined this structure
with consumer marketing aptitude to make informed category-specific judgments
that define and prioritize the content in ways that make sense to consumers,
and in ways that richly enhance the knowledge model for related content
navigation and cross-marketing. The result is well-structured content that is
designed explicitly for keyword and filtered
search.


 


•     
Destination Search offers personalization features.


 


Personalization is central
to the value proposition of Destination Search. It is absolutely critical to
encourage a growing relationship between the consumer and the Destination
Search site. Aptas has developed a personalized application sub-system that
combines a flexible personal list management tool with a new interactive
mapping engine. What we have defined as our Local Life Management tools also
contribute to that fundamental pull of consumers into habitual usage,
word-of-mouth branding and traffic development. This provides the foundation
for improving the efficiency and value of the site, while also providing strong
incentive not to switch to other Search and Destination Sites.


 


8

















 


•                 
Destination
Search brings Aptas’ relevance model to the local search context.


 


If Amazon, Orbitz or Monster
based their consumer experience solely on the success of matching 2.5 keywords
to the right choices, their success would be a
small fraction of what it is today. Instead, destination businesses
develop relevance models from the real world context of providing consumers
with the interactive experience that supports their shopping needs. This
approach centers the relevance model more holistically on effective search,
browsing and comparison of information.


 


Relevance takes on a broader
meaning in Destination Search, empowering consumers to take control and gain
real value from their specific situations. Our relevance model expands beyond
simple index-based word matching to include the ability to;


 


•                 
Decide what content to
present in response to a query


•                 
Establish what tools to
give consumers in order to sort, filter and refine that content


•                 
Decide what contextual
assistance to give consumers to help clarify and extend their experience toward
an actionable commerce event.


 


We built our Destination
Search engine on top of one of the world’s most proven and capable search
engines from FAST Search and Transfer, Inc.  Our proprietary relevance model combines the knowledge
built into the DKB, and it drives a multi-faceted interactive experience that
gives the user the power to sort, browse and refine a rich base of
well-structured information.


 


•                 
Destination
Search provides a well-organized shopping experience.


 


Destination sites present
well-organized and comprehensive content coupled with interfaces that take a
consumer from initial search and browsing to detailed shopping tools, research
and community interaction. Most large-scale destination sites also place
emphasis on providing value through personalized consumer experiences with the
benefits of maintaining saved information that encourages the consumer to
return. Our Destination Search capabilities mirror these experiences.


 


•                 
Destination
Search expands the shopping cart metaphor.


 


Consumers are intuitively
comfortable with destination site experiences that operate with two phases – a
“search and compare” phase and a “shopping cart” phase. We have employed this
metaphor to introduce an enhanced shopping experience that allows the customer
to productively perform detailed comparison on a narrowed set of results,
save results for multi-session review and action, share information with
friends and family, and interact with a targeted set of


 


9

















 


businesses. This approach
further allows the consumer a larger set of information tools and aids, without
being overwhelmed when the inquiry is simple and straightforward.


 


E-commerce transactions are
rarely the outcome of local shopping, so the “shopping cart” tools in
Destination Search center on supporting extended review, sharing and
interaction, together with actionable errand-oriented output tools.


 


The Business Impact


 


Local
media publishers need to treat online business as a publishing opportunity
first and foremost. There is a battle just beginning for the attention and
habitual behavior of online consumers in local shopping. The rewards of success
in building branded, organic traffic to a publisher’s Destination Search site
is tremendous. The cost of sub-par performance is equally large in loss of
fundamental control and in operating margin erosion.


 


Although
search portals are the “work horses” of global reach, Destination Search sites
are already showing efficiencies in maximizing reach to target audiences.
Search portals build broad, unqualified reach: destination search sites build
effective, qualified reach.(6) Destination search audience build rates
may not have the statistical jump associated with large search sites, but
habitual use shows that repeat visits build slower but equivalent
reach.(7) This provides the right foundation for the local media
publishers who take advantage of their long-standing relationships with
advertisers. It also provides protection for the publisher from channel bypass
in traffic sales relationships with search portals.


 





 


10

















 


The Business Model


 


Our
Destination Search platform does not force one particular ad model. The
value of the Destination Search intrinsically drives a successful and rich
advertising opportunity. Its fundamental support of highly targeted and
specific shopping events will produce far more qualified lead-generation
opportunities for advertisers.


 


The
Destination Search platform is designed to be integrated with any and all
advertising rules and payment engines that a publisher wishes to implement. The
platform contains rich tools and services that leverage ad content into search,
and several ad presentation packages that can be applied with PFP, PPC or
per-call type applications.


 


The Timing Challenge


 


It
is increasingly clear that the attention of primary search portals is centered
on continually improving their matching functionality and evolving their value
proposition to the consumer. This reflecting two core facts: (i) the local
search user experience is ineffective today, and (2) the stakes are very
large for incumbent local media publishers.


 


While
the challenges are significant, the real risk to the publisher is that it will
get to market so late that the costs of consumer education and brand building
are onerous. Late entries will have to contend with consumers who have found
solutions that are either significantly better than today’s hit-or-miss experience
or “good enough” for most queries. “Me too” products, introduced late in the
cycle, will not succeed.


 


Conclusion


 


Consumers
are eager to tap the power of online search engines in order to find relevant,
useful and comparative content on local, neighborhood retailers. The local
search opportunity provides a natural fit for a destination site Internet
business. Aggressive attention to the deployment of powerful Destination Search
sites targeting the local market will lead to substantial organic traffic and
revenue growth, advertising value and differentiation, and long-term
competitive success. But market timing is crucial as the building blocks are in
place for rapidly implementing next-generation approaches to IYP that carve out
a meaningful and defensible next-generation local media business.


 


11

















 


Contact Information


 


For
more information visit our web site www.aptas.com or contact:


 


	
  John
  Batten

  	
   

  	
  Yosh
  Sagie

  
	
   

  	
   

  	
   

  
	
  EVP-Sales

  	
   

  	
  Business
  Development - Europe

  
	
   

  	
   

  	
   

  
	
  303.506.9900

  	
   

  	
  972.9.774.9562

  
	
   

  	
   

  	
   

  
	
  jbattern@aptas.com

  	
   

  	
  ysagie@aptas.com

  



 


End Notes


 


1.              
Aptas proprietary,
qualitative field study on consumer search habits and patterns of usage:
in-home behavioral study with urban, suburban and rural families. Phase One:
Chicago, April, 2004; Phase 2: Denver, June, 2004; Phase Three: Denver,
September, 2004.


 


2.              
Travelocity
and Expedia Rated Most Valuable Brands in Online Travel Market According to
ACNielsen. ACNielsen International
Research and Nielsen//NetRatings, February, 2004,


 


3.              
The American
Interactive Consumer Survey conducted by Dieringer Research Group, 2004.


 


4.              
Online
Info Spurs Offline Spending,  Research Brief, Dieringer Research Group,
Center for Media Research, October 20, 2004.


 


5.              
Aptas proprietary,
qualitative field study on consumer search habits and patterns of usage:
in-home behavioral study with urban, suburban and rural families. Phase One:
Chicago, April, 2004; Phase 2: Denver, June, 2004; Phase Three: Denver,
September, 2004.


 


6.              
From Double Click’s Internet Audience Dynamics by Lynn Bolger
and Marie Pauline E. Morn, September, 2004.


 


7.              
From Double Click’s Internet Audience Dynamics by Lynn Bolger
and Marie Pauline E. Morn, September, 2004.


 


12

















 


APPENDIX 3


 


CHANGE REQUEST FORM


 


	
  Date:

  	
   

  	
  Change
  Request Number:

  
	
   

  	
   

  	
   

  
	
  Originator:

  	
   

  	
  Page
  1 of 

  
	
   

  	
   

  	
   

  
	
  Contractor:

  	
   

  	
  Agreement
  Date:

  
	
   

  	
   

  	
   

  	
   

  



 


Statement of Work/Work
Order:  (Name of SOW/Work Order and date)


 


Description of Change:


(The description must
identify all Sections of the Agreement, SOW/Work Order, Schedules, and
Attachments affected by this Change and describe the modifications for each.
Use additional pages as needed)


 


Cost/Price Impact:


(Identify
all cost/price changes to the Services)


 


Schedule Impact:


(Identify
all schedule changes for any event/Deliverable in the Project Schedule)


 


Performance Standards Impact:


(Identify
(i) all impacts to existing Performance Standards and (ii) new Performance
Standards, Performance Credits)


 


Development and
Implementation Milestones:


(List
as applicable)


 


Change Management


(List
the Dex and Aptas Project Mangers that are operationally responsible for the
Change)


 


Implementation Date:


 


All other terms and
conditions of the Statement of Work/Work Order and Professional Services and
License Agreement shall remain unchanged and in full force and effect. Upon
final execution, this Change Request Form shall amend the referenced Sections
of the Agreement, Work Order or Statement of Work and become an Attachment to
the above identified Work Order or Statement of Work for all Changes noted
above.


 


The above requested Change (does/does not) impact
Dex Media’s cost, schedule, or terms and conditions, and (does/does not)
increase Dex Media’s cost (i.e., constitute New Services) under the Agreement.
The approval signature of the Dex Program Manger below is the final authorizing
signature required.


 


	
  Aptas, Inc.:

  	
  Dex Media, Inc.:

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By

  	
   

  	
   

  
	
  Program
  Manager

  	
    Program
  Manager

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Date:
  

  	
   

  	
   

  



 


1

















 


APPENDIX 4


 


LETTER OF INTENT RESPECTING WARRANTS


 


December 19, 2004


 


Mr. Simon Greenman,


Vice President, Internet
Services


Dex Media Inc.


 


Dear Simon,


 


This letter is to verify
Aptas’ offer to Dex Media of a warrant to purchase equity securities of Aptas
in exchange for a commitment from Dex Media to continue to grow our strategic
partnership and move forward with the Destination Search private label
commercial agreement. Summarized below are the terms that, while subject to
definitive documentation and formal approval by Aptas’ Board of Directors are
generally representative of a position that is acceptable to Aptas.


 


•                 
The number of warrant
shares will be equal to 5.0% of the number of shares issued and outstanding as
of December 1, 2004, calculated on a fully diluted basis, excluding all
employee, board member and related consultant stock options.


 


•                 
The shares Dex Media will
receive upon exercise of the warrant will be Series B Preferred Stock or a
similar Aptas equity security with rights preferences and privileges equal to
those afforded to current holders of Series B Preferred Stock, including, but
not limited to, the rights against anti-dilution.


 


•                 
The exercise price for
each warrant share will be $1.00.


 


•                 
The warrant will be
subject to the following vesting schedule:


 


•                 
80% of the warrant shares
will vest and become exercisable 60-days following the execution of Work Order
Number 2 to the Professional Services and License Agreement, provided that i)
the Work Order Number 2 has not been terminated by Dex Media and ii) Aptas and
Dex have completed a public press announcement of the Destination Search
business agreement.


 


•                 
20% of the warrant shares
will vest and become exercisable upon Aptas receiving from Dex Media annual
payments in excess of $3.0M in a twelve-month period.


 


Aptas will work expediently
to ensure that the warrant document is prepared and formally approved in the
coming weeks.


 


Sincerely,


 


 


Perry Evans


CEO, Aptas, Inc.


 


1














 


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


 


Execution Copy


 


Dex — Aptas


 


 


Work Order Number Two


 


Attachment A


 


 


Maintenance and


 


Enhancement Services


 


Dex Proprietary Information


Work Order No.2, Attachment A


 

















 


TABLE OF CONTENTS


 


	
  1.

  	
  OVERVIEW

  	
  2

  
	
  2.

  	
  MAINTENANCE SERVICES

  	
  2

  
	
  2.1

  	
  Problem Correction

  	
  2

  
	
  2.2

  	
  Preventative Maintenance

  	
  4

  
	
  2.3

  	
  System Interfaces

  	
  4

  
	
  2.4

  	
  End User Assistance

  	
  5

  
	
  3.

  	
  DISASTER RECOVERY

  	
  5

  
	
  4.

  	
  ENHANCEMENT SERVICES

  	
  5

  
	
  4.1

  	
  Interface Development and Design

  	
  5

  
	
  4.2

  	
  Content Enhancements and Management

  	
  8

  
	
  4.3

  	
  Search Capabilities

  	
  9

  
	
  4.4

  	
  Reporting and Metrics

  	
  10

  
	
  4.5

  	
  Other Enhancement Services

  	
  10

  
	
  4.6

  	
  Continuous Improvement

  	
  11

  
	
  5.

  	
  ACCEPTANCE TESTING

  	
  12

  
	
  6.

  	
  GOVERNANCE

  	
  12

  
	
  6.1

  	
  Account Managers

  	
  12

  
	
  6.2

  	
  Program Managers

  	
  12

  
	
  6.3

  	
  Project Managers

  	
  13

  
	
  6.4

  	
  Program Management Committee

  	
  14

  
	
  6.5

  	
  Executive Steering Committee

  	
  14

  
	
  6.6

  	
  Project Management and Issues Tracking

  	
  14

  



 


i

















 


WORK ORDER NUMBER TWO


 


ATTACHMENT A


 


MAINTENANCE AND ENHANCEMENT SERVICES


 


This is Attachment A to Work Order Number Two
(the “Work Order”) to the
Professional Services and License Agreement, dated June 27, 2003 (the “Agreement”) by and between Dex and Aptas
(the “Agreement”). 
Capitalized terms not otherwise defined in this Attachment shall have the
meanings given them or provided for in the Work Order.


 


1.            
OVERVIEW


 


This Attachment provides for
the maintenance, enhancement, continuous delivery of a [***] internet yellow
pages/Local Search web site, and other associated services of the Existing
Website and the DexOnline Destination Search website.


 


2.            
MAINTENANCE
SERVICES


 


Aptas shall perform the
following maintenance services and such other maintenance services that were
performed by Dex (or by a third party for the benefit of Dex) prior to the
effective date of this Work Order for the Existing Website and DODS:


 


2.1          Problem Correction


 


2.1.1    Resolve all problems in accordance with the
Severity Levels and resolution timeframes established below for software,
equipment, processes and systems that are (i) used by Aptas to provide the
Services or (ii) necessary for the operation of the Existing Website or
DODS.   For the purpose of this Section
2.1, “Resolve”
means the restoration of the software, equipment or systems so that it performs
in material conformance with its associated Documentation, Specifications or
Project Plan.  The Dex Program Manager, or his or her designee, shall
designate the Severity Level of any problem; provided that Aptas may dispute
such designation and refer the issue to the Program Management Committee for
immediate consideration.  Notwithstanding the foregoing, (i) Aptas shall
continue working on the problem at the Severity Level designated by Dex until
the designation issue is resolved by the Program Management Committee or otherwise
through dispute resolution under Section
11 of the Agreement and (ii) Dex may designate a reasonable
number of problems during each calendar month as a higher Severity Level
notwithstanding the actual impact of the problem.


 


2.1.2    With respect to Resolving problems that
require Dex or third party assistance, coordinate Resolution of such problems
by performing the following:


 


(a)        
Identifying problems;


 


(b)        
Notifying the appropriate
Dex or third party personnel;


 


(c)         
Coordinating the
Resolution of problems pursuant to existing Dex maintenance agreements and
arrangements;


 


(d)        
Testing the corrections;


 


(e)         
Scheduling the
installation of the corrections into production following the Change Control
procedures; and


 

















 


(f)         
Coordinating or
performing proper implementation in accordance with the Change Control
procedures and Dex Standards.


 


2.1.3    Report problems in accordance with the Dex
Standards.


 


	
  Severity

  	
   

  	
  Definition

  
	
  Level
  1

  	
   

  	
  Critical
  Business Impact

   

  •       
  Production software,
  equipment or systems are completely unavailable or is inoperable.

   

  •       
  Sensitive, illegal,
  infringing or suppressed Content extracted to Existing Website or DODS
  inadvertently.

   

  •       
  Production software,
  equipment or systems are affected such that critical business processes are
  completely unavailable or inoperable.

   

  •       
  End Users cannot
  successfully complete a search in the Production environment.

   

  •       
  Within the last three
  (3) business days of the month, the system functions, but business processes
  and multiple users are impacted such that month-end reporting cannot be
  completed.

   

  •       
  Security breach
  (computer virus).

   

  •       
  Potential loss of
  significant revenue due to system complications.

  
	
   

  	
   

  	
   

  
	
  Level
  2

  	
   

  	
  Significant
  Business Impact

   

  •       
  The software, equipment
  and systems functions, but business processes or multiple users dispersed
  across multiple sites are impacted.

   

  •       
  The site functions, but
  most users are experiencing a reduction in performance

   

  •       
  Business is impacted,
  but workarounds exist that are sufficient for end-users to perform all
  functions of the site.  Impact is restricted to Dex or Aptas user access
  only (does not impact outside Internet users), such as mining of data from
  log files, or access to reporting systems that are not critical to end-user
  access.

  
	
   

  	
   

  	
   

  
	
  Level
  3

  	
   

  	
  Some
  Business Impact

  
	
   

  	
   

  	
   

  •       
  Business is impacted,
  but workarounds exist that are sufficient to allow a user to perform business

  functions without a perceived degradation of functionality.

  
	
   

  	
   

  	
   

  •       
  The site functions, but
  non-essential features are not working properly

  
	
   

  	
   

  	
   

  •       
  Misleading or offensive
  hyperlinks (porn sites)

  
	
   

  	
   

  	
   

  
	
  Level
  4

  	
   

  	
  No
  Business Impact

  
	
   

  	
   

  	
   

  •       
  Not critical because it
  is not affecting work (e.g., typographical errors).

  
	
   

  	
   

  	
   

  Note: 
  For the avoidance of doubt, some issues that seem essentially cosmetic may
  have potentially critical impacts and must therefore be Resolved at a higher
  Severity Level (e.g, incorrect UI/copy/text that can cause a legal issue, or
  End User warning and error messages that appear when their conditions

  



 


iii

















 


	
  Severity

  	
   

  	
  Definition

  
	
   

  	
   

  	
  are
  triggered and are misleading or incorrect and could lead to End User actions
  or lack of action that might have serious or catastrophic consequences as a
  result of the erroneous message).

  



 


	
   

  	
   

  	
  Notification
  Response Timeline

  	
   

  	
  Restoration
  Timeline

  
	
  Severity

  	
   

  	
  Response
  to

  Initial Contact

  	
   

  	
  Update
  Notifier

  within

  	
   

  	
  Close
  Notification

  Upon Restoration

  	
   

  	
  Restore
  Functionality

  Within

  
	
  1

  	
   

  	
  15 minutes

  	
   

  	
  1 hour

  	
   

  	
  Immediately

  	
   

  	
  2 hours to restore

  Internet access.  If

  reindexing and population

  of data is involved, new data

  will be published to site

  within 4 hours.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2

  	
   

  	
  30 minutes

  	
   

  	
  1 hour

  	
   

  	
  Immediately

  	
   

  	
  4 hours to restore

  performance.  8 hrs to

  restore log file processing or

  admin access.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3

  	
   

  	
  2 hours

  	
   

  	
  4 hours

  	
   

  	
  Immediately

  	
   

  	
  2 days

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4

  	
   

  	
  4 hours

  	
   

  	
  1 day

  	
   

  	
  Immediately

  	
   

  	
  TBD case-by-case; not more

  than 5 days

  



 


2.2          Preventative Maintenance


 


Aptas will perform
preventative maintenance measures including daily backup in Aptas’ development
and testing environments; installation of software patches, updates and fixes;
implementation of appropriate physical and logical security measures; and such
other preventative maintenance efforts as are typically undertaken by
well-managed service providers providing services similar to the Services Aptas
is performing for Dex to improve the efficiency and reliability of Services and
to minimize ongoing maintenance requirements.


 


Dex will perform an
Information Security review with Aptas, this will be in the form of an
Information Security Questionnaire followed by a site visit and any required
meetings between Aptas and the Dex Information Security representatives. The
purpose of the Information Security review is to determine any Information
Security risks and to propose recommendations for risk mitigation. Additional
Deliverables from Aptas may include (but not limited to), data handling
procedures and password policy procedures.


 


iv

















 


2.3          System Interfaces


 


Subject to Section 11.8 of the Work Order, Aptas
shall develop, implement and maintain all interfaces between the software,
services and equipment used by Aptas to provide the Services and any new and
existing systems, including third party software approved by Dex, temporary or
transitional interfaces between systems, and data conversions as necessary to
provide homogeneous systems.


 


2.4          End User Assistance


 


Aptas shall maintain a
knowledge database of frequently asked questions (“FAQs”) that will be accessible by End Users with respect to
website functionality, services, errors and similar Content.  Aptas shall
provide content management tools and reasonable assistance to Dex in responding
to End User inquiries.  Aptas shall provide training to Dex personnel on
the development, operation and functionality of the websites as reasonably
requested by Dex.


 


3.            
DISASTER
RECOVERY


 


Aptas shall maintain the
Aptas disaster recovery and business contingency plans in effect as of the
effective date of this Work Order and in accordance with Section 12.6.2 of the Agreement,
provided that with respect to the Services performed pursuant to this Work
Order, Aptas shall use best efforts to restore the software, equipment, systems
and Services within twenty-four (24) hours of a disaster declared by Dex. 
If any Force Majeure Event described in Section
12.6 of the Agreement prevents, hinders or delays Aptas’
performance of the Services (i) for more than ten (10) days, Dex may terminate
the Agreement without payment of termination charges.


 


4.            
ENHANCEMENT
SERVICES


 


Aptas shall perform the
enhancement Services described below for the Existing Website and DODS. 
Aptas shall also perform other enhancement services designated by Dex to the
extent such services may be performed by the Aptas personnel that are then
providing Services to the Dex account.  If a “Milestone Date” is listed with any Service, Aptas shall
deliver the Service or Deliverable by such Date. Deliverables specifying a
Milestone Date in the first quarter of 2005 are works in progress by Dex IT and
Indigio.  The Parties acknowledge that timely completion by Aptas is
dependent upon Dex IT and Indigio progress on such Deliverables and the success
of the transition of website development activity from Indigio to Aptas;
notwithstanding such dependencies, Aptas shall use best efforts to complete
such Deliverables by the first quarter of 2005 and, in all events, shall
complete such Deliverables no later than the second quarter of 2005.  If
no Milestone Date is listed, the listed Service is either ongoing or the
parties shall determine a Milestone Date in light of the project
objectives.  If Dex rejects any Service or Deliverable, such Service or
Deliverable will be deemed not to have been delivered.  Aptas’ obligations
to provide the following Services for the Existing Website will terminate upon
Dex’s final Acceptance of DODS in accordance with Attachment B to Work
Order 1.


 


4.1          Interface Development and
Design


 


4.1.1      
Aptas shall develop,
maintain and enhance [***] End User interface and interaction capabilities,
including website design and navigation (e.g., a clean, consistent design);
response times (i.e., to the extent response times are attributable to the
software component of the websites); ease of use (e.g., ease of saving End User
preferences); communications options (e.g., End User ability to e-mail search
results, make reservations, etc.); capabilities available (e.g. End User
ability to sort or compare), and


 


v

















 


maintain and continuously
improve listing ranking logic with the objective of enhancing End User
experience and meeting business goals.


 


4.1.2      
Aptas shall perform
the Services specified above, including the following specific activities:


 


	
  Site

  	
   

  	
  Deliverable

  	
   

  	
  Milestone
  Date

  	
   

  
	
  Existing
  Website

  	
   

  	
  •       
  Streamline the user
  interface and remove clutter.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •       
  Simplify home page
  layout & navigation to meet business goals

  	
   

  	
  Q1, 2005

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •       
  Move Refine Search to
  left and enhance

  	
   

  	
  Q1, 2005

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •       
  Reduce header and top
  navigation to get info above the fold

  	
   

  	
  Q1, 2005

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •       
  Eliminate unused
  elements

  	
   

  	
  Q1, 2005

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •       
  Stretchable window page
  design

  	
   

  	
  Q1, 2005

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •       
  Support integration and
  redesign of Advertise with Dex

  	
   

  	
  Q1,2005

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •       
  Multiple column format
  for presenting results and ads.

  	
   

  	
  Q1, 2005

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •       
  Add residential reverse
  phone directory

  	
   

  	
  Q1, 2005

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •       
  Minimize use of
  intermediate category pages, with goal of eliminating them and having results
  shown.

  	
   

  	
  Q1, 2005

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •       
  Assist in developing a
  robust geo-matching table.

  	
   

  	
  TBD

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •       
  Simplify/Enhance
  Listings

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •       
  Remove buttons from
  listing, display as text links in business profile

  	
   

  	
  Q1, 2005

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •       
  Ensure not multiple
  lines per listing

  	
   

  	
  Q1, 2005

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •       
  Link to business
  profile page for advertisers with Content, while maintaining ranking of
  listings in accordance with current “bought
  button” placement framework/logic

  	
   

  	
  Q1, 2005

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •       
  Prioritize Refine Search
  attributes per heading

  	
   

  	
  Q1, 2005

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •       
  Add Printer friendly
  page capability

  	
   

  	
  Q1, 2005

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •       
  Relevant content shown
  in listing

  	
   

  	
  Q1, 2005

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •       
  Place thumbnails of
  display ads and links to display ad profiles into listing.

  	
   

  	
  Q1, 2005

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •       
  Enable metrics for
  phone number and address viewing

  	
   

  	
  Q1, 2005

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •       
  Click to call
  integration into listing (currently in trial)

  	
   

  	
  Q1, 2005

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •       
  Add text to Priority
  Placement ads

  	
   

  	
  Q1, 2005

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •       
  Enhance listings with
  standard Content based on heading.

  	
   

  	
  Q3, 2005

  	
   

  



 


vi

















 


	
   

  	
   

  	
  Listed Content will be
  different based on the type of advertiser. For example, in a search for
  ‘attorneys’ the attributes in which an End-User may make a decision may be
  ‘specialties/focus’ or ‘accreditations’. For a ‘dry cleaner’, it’s probably
  ‘location’.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •       
  Implement listing ranking
  logic that recognizes commitment to premium listing advertising (i.e.,
  priority placement and featured advertiser offerings) for consumer relevant
  search enhancements.

  	
   

  	
  Q3, 2005

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •       
  Enhance Business
  Profile Pages

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •       
  Accommodate products
  (previously buttons) on page

  	
   

  	
  Q1, 2005

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •       
  Accommodate for new ads
  Content and graphics, as well as tele-research Content

  	
   

  	
  Q1, 2005

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •       
  Multiple-ad scroll list
  for Business Profiles containing multiple Advertisements.

  	
   

  	
  Q1, 2005

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •       
  Accommodate for volume
  of enhanced Content for presentation

  	
   

  	
  Q1, 2005

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •       
  Enable priorities for
  presentation of Content by use of “Rank and
  Relevance” or other manner of Property-Element aggregation.

  	
   

  	
  Q1, 2005

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •       
  Enhance so that a
  single Business Profile for a customer can be used across headings

  	
   

  	
  Q1, 2005

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •       
  Support multiple
  variations of business profile pages.

  	
   

  	
  TBD

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •       
  Enhance business
  profiles with photos/images

  	
   

  	
  TBD

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •       
  Enhance
  geo-search/proximity search results

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •       
  Showing multiple
  results on map (map-based search)

  	
   

  	
  Q2, 2005

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •       
  Mouse-over business
  information

  	
   

  	
  Q2, 2005

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •       
  Link to business
  profiles

  	
   

  	
  Q2, 2005

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •       
  Apply business rules to
  affect varying radii for searches by heading or business classification, if
  feasible with Dex’s current vendor.

  	
   

  	
  Q3, 2005

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •       
  Add Post-Search
  capabilities

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •       
  Shopping cart

  	
   

  	
  Q3, 2005

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •       
  Saved lists

  	
   

  	
  Q3, 2005

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •       
  Stored locations

  	
   

  	
  Q1, 2005

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •       
  Add elements of
  registration/personalization to support Post-Search capabilities, as
  determined appropriate by Dex

  	
   

  	
  Q3, 2005

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •       
  Develop ability to
  compare and contrast different advertiser’s Content in a comparison matrix

  	
   

  	
  Q2, 2005

  	
   

  



 


vii

















 


	
   

  	
   

  	
  •       
  Build/support recycling
  section

  	
   

  	
  Q2, 2005

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DODS

  	
   

  	
  •       
  In addition to those
  activities specified in Attachment B
  to this Work Order, Aptas will perform the ongoing interface design Services
  as specified for DexOnline above.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •       
  Phase out “bought buttons” for placement
  framework/logic and continuously improve ranking logic to best meet End User
  needs.

  	
   

  	
   

  	
   

  



 


4.2          Content Enhancements and
Management


 


4.2.1      
Subject to Dex’s
obligations with respect to Content specified in Section 10 and  the
Content Collection Strategy of the Work Order, Aptas shall (i) advise Dex on
[***] strategies with respect to the development and use of Content to enhance
the End User website experience (e.g., inclusion of End User ratings, listing
background/professional information, maps, directions, etc.) (ii) install,
update, modify and remove Content in accordance with Dex’s instructions, and
(iii) Aptas shall develop, maintain and enhance a [***] category structure.


 


4.2.2      
Aptas shall perform
the Services specified above, including the following specific activities:


 


	
  Site

  	
   

  	
  Deliverable

  	
   

  	
  Milestone
  Date

  	
   

  
	
  Existing
  Website

  	
   

  	
  •       
  Implement content
  management system application to manage static content (including FAQs).

  	
   

  	
  Q1, 2005

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •       
  Implement data/ Content
  tracking system: for tracking source and resolving data collisions and
  freshness.

  	
   

  	
  Q1, 2005

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •       
  Add Content from other
  sources to searchable Content and business profiles

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •       
  In-column ads

  	
   

  	
  Q1, 2005

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •       
  Other Dex ads:
  awareness, white pages, internet

  	
   

  	
  Q2, 2005

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •       
  Tele-Research efforts.

  	
   

  	
  Q1, 2005

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •       
  Web site Content from
  Aptas, and web crawling of other web sites

  	
   

  	
  Q2, 2005

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •       
  Promotional and coupon
  content via Aptas partnering initiatives

  	
   

  	
  Q2, 2005

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •       
  Self-service advertiser
  Content

  	
   

  	
  Q2, 2005

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •       
  Coordinate any base map
  change with Dex geo-coding efforts to address any location abnormalities.

  	
   

  	
  Q1, 2005

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •       
  Develop an approach to
  reduce unnecessary disambiguous steps in End User experience, such as asking
  an End User if they meant “Florists—Retail”
  as the category when they searched for

  	
   

  	
  Q2, 2005

  	
   

  



 


viii

















 


	
   

  	
   

  	
  “Florists”

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •       
  Simplify the current
  End User-facing Dex category structure, mapping existing heading structure to
  a simpler, more consumer-friendly category structure.

  	
   

  	
  Q1, 2005

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •       
  Consult with Dex
  regarding legal issues involving ‘sensitive headings’ and modify such
  headings as directed by Dex.

  	
   

  	
  Q2, 2005

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •       
  Revise DexOnline.com
  Help section

  	
   

  	
  Q1, 2005

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DODS

  	
   

  	
  •       
  Add
  ratings/reference/consumer reviews for specified headings

  	
   

  	
  TBD

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •       
  In addition to those
  activities specified in Attachment B
  to this Work Order, Aptas will perform the ongoing Content Change Services as
  specified for DexOnline above.

  	
   

  	
   

  	
   

  



 


4.3          Search Capabilities


 


4.3.1      
Aptas shall develop,
maintain and enhance [***] search capabilities that reflect sophisticated
Content sort and search refinement functions; return relevant and comprehensive
results; and maintain logical and modifiable default scoping (i.e., search
area) options.


 


4.3.2      
Aptas shall perform
the Services specified above, including the following specific activities:


 


	
  Site

  	
   

  	
  Deliverable

  	
   

  	
  Milestone
  Date

  	
   

  
	
  Existing
  Website

  	
   

  	
  •       
  Revise advanced search
  capabilities (improve existing presentation and results)

  	
   

  	
  Q1, 2005

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •       
  Include government and
  toll-free data into business search results

  	
   

  	
  Q2, 2005

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •       
  Continuously decrease
  the search failure rate from the rate achieved by Dex immediately prior to
  the effective date of this Work Order. Conduct a problem analysis for the
  failures in accordance with Section 2.3
  of the Agreement.

  	
   

  	
  Q1, 2005

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •       
  Aptas will continuously
  improve relevancy targeting [***] status.

  	
   

  	
  Q1, 2005

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •       
  Make Priority Placement
  searchable and linked to listings and business profiles.

  	
   

  	
  Q3, 2005

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DODS

  	
   

  	
  •       
  In addition to those
  activities specified in Attachment B
  to this Work Order, Aptas will perform the ongoing Search Capabilities
  Services as specified for DexOnline above.

  	
   

  	
   

  	
   

  



 


ix

















 


4.4          Reporting and Metrics


 


4.4.1      
Provide support and
advice to Dex with respect to establishing and implementing [***] reporting and
website metrics, including managing and facilitating the transfer of data to
third party providers.  Aptas will log consumer activity and incorporate
necessary third party reporting and metric provider calls in the HTML. Aptas
will provide reporting and metrics data to Dex through an agreed upon interface
for the purpose of Dex maintaining an Internet reporting datamart within the
Enterprise Information Warehouse.


 


4.4.2      
Aptas shall perform
the Services specified above, including the following specific activities:


 


	
  Site

  	
   

  	
  Deliverable

  	
   

  	
  Milestone
  Date

  	
   

  
	
  Existing
  Website

  	
   

  	
  •       
  Provide consulting
  services to Dex designed to improve reporting and site metrics.

  	
   

  	
  Q1, 2005

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •       
  Subject to Section 2.3 above, develop, implement
  and maintain the necessary interfaces to third party providers of website
  reporting and metric services. Assist such third parties and Dex as
  reasonably required to implement comprehensive reporting and metric services.

  	
   

  	
  Q1, 2005

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DODS

  	
   

  	
  •       
  Research and recommend
  potential third party website reporting and metrics providers with the
  objective of achieving [***] results.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •       
  Subject to Section 2.3 above, develop, implement
  and maintain the necessary interfaces to third party providers of website
  reporting and metric services. Assist such third parties and Dex as
  reasonably required to implement comprehensive reporting and metric services.

  	
   

  	
   

  	
   

  



 


4.5          Other Enhancement Services


 


	
  Site

  	
   

  	
  Deliverable

  	
   

  	
  Milestone
  Date

  	
   

  
	
  Existing
  Website

  	
   

  	
  •       
  Search Engine
  Optimization (“SEO”)
  Enhancements as required by Dex or its SEO partners

  	
   

  	
  Q1, 2005

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •       
  Home page

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •       
  Results pages for
  selected headings and cities

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •       
  Page title changes

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •       
  Meta tag
  additions/revisions

  	
   

  	
   

  	
   

  



 


x

















 


	
   

  	
   

  	
  •       
  Add viral marketing
  efforts (email a friend)

  	
   

  	
  TBD

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •       
  Deploy toolbar

  	
   

  	
  Q4, 2005

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DODS

  	
   

  	
  •       
  In addition to those
  activities specified in Attachment B
  to this Work Order, Aptas will perform the ongoing Services as specified for
  DexOnline above.

  	
   

  	
   

  	
   

  



 


4.6          Continuous Improvement


 


4.6.1      
Aptas shall perform
the Services so as to continuously improve the Content, functionality,
operation, appearance, End User experience, and all addressed above in Section 4 for the Existing Website and
DODS.  Aptas shall maintain an active technology and consumer lab
initiative, wherein Aptas will continually prototype, research, and test
enhancements that add incremental value to the Existing Website and DODS. 
For the avoidance of doubt, Changes required to assure the Existing Website’s
and DODS’ status as [***] shall not constitute New Services unless such Change
is applicable to a function Dex is obligated to perform in accordance with Section 10 of the Work Order.


 


Enhancements under this Section 4.6.1 may include, but are not
limited to:


 


•             
Continue to evolve search
relevancy algorithm


•             
Include generic web
searching (for failure of basic business searches)


•             
New mapping features
(e.g. business icons, what’s nearby, search by location names such as “Cherry
Creek”, “Red Rocks”, or search near 17th & Blake)


•             
Enhanced personalization
(e.g. likes, dislikes, interests)


•             
Targeted emailing (e.g.
weekly emails to users based on personalization).


•             
Detailed profiling (i.e.
build profiles of users for better targeting; e.g. high end demographic)


•             
Enhanced content (e.g.
promotions, links to relevant web sites in results listings such as lawyer bios
and restaurant reviews, entertainment guides, links to classified, relevant
news articles, etc)


•             
Product shopping
capabilities (e.g. links to eBay, Amazon, etc)


•             
Editorial /shopping
guides


 


4.6.2      
Aptas shall assist
Dex in defining the Dex Standards and in preparing long-term strategic plans
and short-term implementation plans that are consistent with developing and
maintaining a [***] Existing Website and DODS.  The assistance to be
provided by Aptas shall include (i) active participation with Dex
representatives on permanent and ad-hoc committees and working groups
addressing such issues; (ii) assessments of the then-current Dex Standards;
(iii) analyses of the appropriate direction for such Dex Standards in light of
business priorities, business strategies, Aptas’ technical knowledge/expertise
and competitive market forces; and (iv) recommendations regarding technology
architectures and platforms, software and hardware products, technology
strategies and directions and other enabling technologies and processes.


 


4.6.3      
In addition to third
party End User testing specified in Section
1 of Attachment B,
Aptas shall perform on-going End User testing and market analysis to determine
End User


 


xi

















 


preferences and feedback
with respect to the Existing Website and DODS.  Such testing shall include
online surveys, free-text feedback, and clickstream data.


 


4.6.4      
Without limiting the
foregoing, the parties acknowledge that following implementation of the DODS
Release 1.0 in accordance with Attachment
B, the enhancements and modifications required to maintain the
DODS status as [***] are expected to involve regular development and releases
of minor releases and to the DODS and major releases to the DODS not less
frequently than semi-annually


 


5.            
ACCEPTANCE
TESTING


 


Dex shall perform acceptance
testing within seven (7) business days of the receipt by Dex of any
Deliverables, unless otherwise agreed by the parties in light of the nature or
scope of the Deliverable (e.g., documents or manuals may be tested over greater
than seven (7) business days), for the Existing Website using testing
procedures reasonably designated by Dex.  Dex shall accept Deliverables
that (i) conform in all material respects to their associated Documentation,
work plans, Specifications or other requirements of the Agreement and (ii)
operate continuously without problems that would likely result in a Severity
Level 1 or 2 impact if such Deliverable were deployed in a production
environment.


 


Dex shall notify Aptas in
writing of the results of the acceptance testing within two (2) business days
of the conclusion of such test.   Such notice will indicate either
that Dex (i) Accepts the Deliverables or (ii) rejects the Deliverable.  If
Dex fails to notify Aptas within two (2) business days of the conclusion of
such test, Aptas may refer the issue to the Program Management Committee for
resolution.


 


If Dex rejects the
Deliverable, it shall include the following minimum information in the
applicable notice:


 


•      A written description of the non-conformance;


 


•      If known by Dex, steps to reproduce the
problem (if it is a Documentation problem, where the problem was found) or
nature of the non-conformance;


 


•      A description of the correct (or expected)
result, if applicable; and


 


•      The severity of the problem discovered.


 


Aptas shall correct any
non-conformance identified by Dex within three (3) days of Dex’s notice of
non-conformance.  Upon resubmission of such Deliverable, Dex shall perform
acceptance testing in accordance with this section.  The parties
acknowledge that until Dex Accepts a Deliverable, the Deliverable will be
deemed not to have been delivered by Aptas.  Aptas shall perform all
corrections to rejected Deliverables without additional charge to Dex.


 


6.            
GOVERNANCE


 


6.1          Account Managers


 


Dex and Aptas shall both
appoint an Account Manager from each of their organizations.  The Account
Managers will represent the key stakeholders from each organization, oversee
the Parties’ relationship, and manage the Work Order document.


 


6.2          Program Managers


 


Dex and Aptas shall both
appoint a Program Manager from each of their organizations.  The Program
Managers will serve the role of representing the Product and the Marketing
groups and overarching strategy for the Existing Website and DODS. The Program
Manager will also be responsible for interfacing with the Project
Managers.  The Aptas Program Manager will have overall operational
responsibility for Aptas’ performance of the Services.  Dex’s Program


 


xii

















 


Manager will have authority
to approve Change Requests unless another Dex representative is required
according Dex Policies.


 


Subject to Dex’s approval,
Aptas will be responsible for the overall management for (i) the maintenance
and enhancement of software and (ii) delivery, presentation and, as designated
by Dex, collection of data and Content for the Existing Website and DODS. 
Subject to Dex’s interview and approval, Aptas shall appoint a manager (the “Program Manager”), that will have primary
responsibility for coordinating all ongoing project work conducted by Aptas,
Dex, and other third parties contributing to such sites’ software solution. The
Aptas’ Program Manager shall perform the following:


 


•      Project Planning


 


•      Define work requirements


 


•      Define quantity and quality of work


 


•      Define resources needed (i.e., Aptas, Dex and
third party resources)


 


•      Develop project schedules


 


•      Prepare the project plan(s)


 


•      Manage Aptas’ compliance with Dex’s Change
processes and procedures and coordinate Aptas’ provision of support services to
enable the parties to consider Change Requests


 


•      Obtain Dex approval of project plan(s),
schedules and Change Requests


 


•      Track progress


 


•      Compare actual to predicted
cost/schedule/quality/size


 


•      Analyze impacts


 


•      Identify risk areas, mitigation strategies,
and make adjustments, subject to Dex approval


 


•      Ensure compliance with Performance Standards,
if any


 


•      Identify project issues and implement
corrective measures


 


•      Lead project review meetings


 


•      Prepare project status reports


 


•      Identify Deliverable Credits, if any


 


6.3          Project Managers


 


Dex and Aptas shall each
appoint a Project Manager from each of their organizations.  The Project
Managers will be responsible for representing Dex and Aptas technical needs,
resources, and scheduling.  The Aptas Project Manager will assist the
Aptas Program Manager in tracking and reporting on the status of
projects.  Aptas shall deliver all reports in an electronic format
acceptable to Dex.


 


xiii

















 


6.4          Program Management Committee


 


The parties shall establish
a Program Management Committee that will have operational oversight
responsibility for Aptas’ performance under this Work Order.  Such
committee will be comprised of (i) Dex’s Program Manager and Project Manager,
(ii) Aptas’ Program Manager and Project Manager, and (iii) such other Dex and
Aptas personnel as required.  The Program Management Committee will meet
weekly or as otherwise designated by Dex.  Aptas’ Program Manager shall be
responsible for coordinating, notifying the appropriate attendees, and ensuring
that each meeting takes place according to the schedule, and shall record and
distribute minutes of each meeting within three (3) business days of the
conclusion of each meeting.  These meetings shall include, but not be
limited to:  strategy, performance status updates, schedule updates, cost
status, inspection status, Program Trouble Report (PTR) status, Innovation
Report creation and status, Changes Request consideration, tracking, and scheduling,
and open issues/action items.  To the extent required by Dex, Aptas shall
employ the project methodology consistent with the methodology specified in Section 5 of Attachment B to Work Order 1  in the performance of the
Enhancement Services specified in Section
4 above. The Dex and Aptas Program Managers shall report on all
activities of the Program Management Committee to the Executive Steering
Committee.


 


6.5          Executive Steering Committee


 


The parties shall establish
an Executive Steering Committee that will:


 


•      Provide product plan decision making to
achieve [***],


 


•      provide overall business oversight,


 


•      ensure the alignment and development of the
Dex Standards, strategic plans, and continuous improvement, as described in Section 4.6 above,


 


•      ensure Aptas’ performance of the Services.


 


The existence and authority
of the Executive Steering Committee shall not limit or restrict the ability of
Dex to exercise its rights under this Work Order, including Dex’s right and
ability to provide approvals and directions respecting performance of the
Services.  Such committee will be comprised of (i) Dex’s vice president of
Internet, Account Manager, Program Manager, and Project Manager (ii) Aptas’
CEO, Chief Marketing Officer (“CMO”),
Vice President of Technology, Account Manger, Program Manager, Project Manager
and (iii) such other Dex and Aptas personnel as required.  The Executive
Steering Committee will meet monthly or as otherwise required by Dex.
 Aptas’ Program Manager shall be responsible for coordinating, notifying
the appropriate attendees, and ensuring that each meeting takes place according
to the schedule, and shall record and distribute minutes of each meeting within
three (3) business days of the conclusion of each meeting.


 


6.6          Project Management and
Issues Tracking


 


Aptas shall promptly create
tickets, update status, complete reports and otherwise facilitate the
publication and transfer of project management and issues tracking information
as designated by Dex via the project management and issues tracking websites
provided by Dex.


 


xiv

















 


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


Execution Copy


 


Dex — Aptas


 


 


Work Order Number Two


 


Attachment B


 


 


Development and Implementation Services


 


for


 


DexOnline Destination Search Website


 


(Release 1.0 and [***] Evolution)


 


 


Dex Proprietary Information


Work Order No. 2, Attachment B


 














 


Table of Contents


 


	
  1.

  	
  Development
  and Implementation Plan GOALS AND OBJECTIVES

  	
  1

  
	
   

  	
  1.1.

  	
  Overview

  	
  1

  
	
   

  	
  1.1.1.

  	
  Performance
  of Development and Implementation Services

  	
  1

  
	
   

  	
  1.1.2.

  	
  Development
  and Implementation Plan

  	
  1

  
	
   

  	
  1.2.

  	
  project overview

  	
  2

  
	
   

  	
  1.2.1.

  	
  Pilot
  Destination Search (DS) Phase

  	
  2

  
	
   

  	
  1.2.2.

  	
  Beta
  Destination Search (DS) Phase

  	
  3

  
	
   

  	
  1.2.3.

  	
  DODS
  Design Phase

  	
  4

  
	
   

  	
  1.2.3.

  	
  DODS
  Design Phase

  	
  4

  
	
   

  	
  1.2.4.

  	
  DODS
  Implementation Phase

  	
  4

  
	
   

  	
  1.2.5.

  	
  Project
  Plan

  	
  5

  
	
   

  	
  1.3.

  	
  Functionality
  requirements OF RELEASE 1.0.

  	
  5

  
	
   

  	
  1.3.1.

  	
  Baseline
  DODS Release 1.0 Functional Specifications

  	
  5

  
	
   

  	
  1.3.2.

  	
  Threshold
  DODS Functionality

  	
  12

  
	
   

  	
  1.4.

  	
  DODS Success Criteria
  and Philosophy

  	
  13

  
	
   

  	
  1.4.1

  	
  Candidate
  Success Criteria

  	
  13

  
	
   

  	
  1.4.2

  	
  Philosophy
  Candidate Functionality

  	
  14

  
	
   

  	
  1.5.

  	
  Provision
  for [***] Evolution (Post Release 1.0)

  	
  20

  
	
   

  	
  1.6.

  	
  Functionality
  requirements OF RELEASE 1.0.

  	
  21

  
	
   

  	
  1.6.1.

  	
  Additional
  Enhancements

  	
  21

  
	
   

  	
  1.6.2.

  	
  DODS
  Quality Success Criteria

  	
  22

  
	
   

  	
  1.6.3.

  	
  Performance

  	
  23

  
	
   

  	
  1.6.4.

  	
  Failure
  to Meet Development and Implementation Milestones

  	
  23

  
	
   

  	
  1.6.5.

  	
  Right
  to Suspend or Delay

  	
  23

  
	
   

  	
  1.7.

  	
  DEsign &
  IMplementation Technical requirements & principles.

  	
  24

  
	
   

  	
  1.7.1.

  	
  High
  Level Technical Requirements

  	
  24

  
	
  2.

  	
  IMPLEMENTATION
  PERIOD AND SCOPE (Release 1.0)

  	
  24

  
	
   

  	
  2.1.

  	
  IMPLEMENTATION
  PERIOD

  	
  24

  
	
   

  	
  2.2.

  	
  IMPLEMENTATION
  SCOPE

  	
  24

  
	
   

  	
  2.2.1.

  	
  Data/Database
  Conversion/Transition

  	
  24

  
	
   

  	
  2.2.2.

  	
  DODS
  Acceptance Test Plan

  	
  25

  
	
   

  	
  2.2.3.

  	
  DODS
  Acceptance Process

  	
  26

  
	
   

  	
  2.2.4.

  	
  Training
  Support and Training

  	
  26

  
	
   

  	
  2.2.5.

  	
  Required
  Environments for Development and Implementation of DODS

  	
  27

  
	
   

  	
  2.2.6.

  	
  Existing
  Website Archival/Decommissioning

  	
  27

  
	
  3.

  	
  DEPLOYMENT
  & IMPLEMENTATION MANAGEMENT

  	
  28

  
	
   

  	
  3.1.

  	
  DODS
  TEAM

  	
  28

  
	
  4.

  	
  project
  Timeline

  	
  28

  
	
   

  	
  4.1.

  	
  Project
  Plan - Major Development and Implementation Activity and Phases Timeline.

  	
  28

  
	
  5.

  	
  Performance
  of Development and implementation services

  	
  31

  
	
   

  	
  5.1.

  	
  aptas
  project methodology.

  	
  31

  
	
   

  	
  5.1.1.

  	
  Aptas’
  Project Methodology

  	
  31

  
	
   

  	
  5.1.2.

  	
  Aptas’
  Project Methodology — Process Steps.

  	
  33

  
	
   

  	
  5.1.3.

  	
  Project
  Management Website.

  	
  35

  
	
   

  	
  5.2.

  	
  Project
  Plan - KEY project ACTIVITIES AND Deliverables.

  	
  35

  
	
  6.

  	
  Warranty

  	
  50

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


i

















 


WORK ORDER NUMBER TWO


 


ATTACHMENT B


 


DEVELOPMENT AND IMPLEMENTATION
SERVICES


 


This is Attachment B to Work Order Number Two
(the “Work Order”) to the
Professional Services and License Agreement, dated June 27, 2003 by and between
Dex and Aptas (the “Agreement”).  
Capitalized terms not otherwise defined in this Attachment shall have the
meanings given them or provided for in the Work Order.


 


1.            
DEVELOPMENT AND
IMPLEMENTATION PLAN GOALS AND OBJECTIVES


 


1.1.        
OVERVIEW


 


This
Attachment provides for the development and implementation of the DexOnline
Destination Search website (the “DODS”
or “New Website”) which shall
replace the Existing Website.  Following Dex’s replacement of the Existing
Website with the DODS, Aptas shall continue maintain and enhance the DODS, in
accordance with Attachment A,
including provision for regular enhancements and releases as necessary and
appropriate to maintain the [***] status of the DODS.


 


1.1.1.      Performance of Development and
Implementation Services


 


The
Services described in this Attachment (the “Development
and Implementation Services”) constitute Services under the
Agreement in accordance with Section 1.3
the Agreement and Aptas shall provide and perform the Deliverables described
herein in accordance with the terms hereof and the Work Order.  If any
services, functions or responsibilities not specifically described in this
Attachment are an inherent, necessary or customary part of the provision or
performance of the Development and Implementation Services, they shall be
deemed to be included within the scope of the Development and Implementation
Services to be delivered or performed by Aptas, as if such services, functions
or responsibilities were specifically described herein, unless such service,
function or responsibility was expressly excluded or reserved for performance
by Dex.


 


Dex will
perform those tasks which are designated herein to be Dex’s responsibility,
provided that, Dex shall not be required to perform tasks related to the
Development and Implementation Services that are not set forth herein, other
than those functions or responsibilities which are an inherent, necessary or
customary part of the tasks which are designated to be Dex’s responsibility
herein.


 


1.1.2.      Development and Implementation Plan


 


This
Attachment provides for the material transition tasks, projects and
Deliverables to be performed in connection with the development and
implementation of the DODS, and the dates by which each is to be
completed.  This Attachment identifies, among other things, (i) the
development and implementation activities to be performed by Aptas and the
significant components and subcomponents of each such activity, (ii) the
Deliverables to be completed by Aptas, (iii) the date(s) by which each such
activity or Deliverable is


 


1

















 


to be
completed, (iv) the contingency or risk mitigation strategies to be employed by
Aptas in the event of disruption or delay, (v) any development and
implementation responsibilities to be performed or development and
implementation resources to be provided by Dex, and (vi) a Project Plan as
defined in Sections 1.2.5
identifying specific development and implementation activities to be performed
by Aptas during the period of the performance of the Development and
Implementation Services.


 


1.2.        
PROJECT OVERVIEW


 


The
primary goal of the Development and Implementation Services is to develop and
deploy the DODS on an open and robust architecture.  Successful
implementation of the DODS through the Development and Implementation Services
will provide Dex (when installed and operating on the Dex Production
Environment as provided hereunder) with a fully operational DODS offering the
functionality described in this Attachment and the applicable Specifications
and meeting the Service Levels. This will enable Dex and its affiliates to
operate more efficiently and effectively in an increasingly competitive
market.  When the Development and Implementation Services are complete,
Dex will have a [***] Internet Yellow Pages and Local Search destination search
capable website that retains the full key functionality, as requested by Dex,
of the Existing Website (including the enhancements thereto contemplated in Attachment A), including capability
comprised of new product concepts that complement the development of the Aptas
Directory Knowledge Base (“DKB”)
in the key areas of Internet Search Consumer Application layers to provide deep
content, rich user experience and continually improving methods of engaging,
informing and assisting End Users in their regular and occasional local
shopping experiences, as further detailed in the Aptas Executive Proposal to
Dex Media, dated July 27, 2004 and entitled A Private Label Partnership for
Online YP Services (the “Proposal”)
and the Aptas white paper, dated November, 2004 and entitled Destination
Search: A New Paradigm for the Future of Local Search (attached to the Work
Order as Appendix 2) (such
capability referred to herein as “Destination
Search”).  The DODS will significantly differentiate Dex from
other Internet yellow pages, search engines, and portal services, and form the
foundation of substantial growth in Organic Traffic Queries.  Furthermore,
the DODS will deliver [***] Internet web site performance and scalability, as
required to meet the demands of Dex.


 


Using a
phased approach with incremental Deliverables, including: the Pilot (as defined
and describe in Section 1.2.1, below) and Beta (as defined and described
in Section 1.2.2, below), the Development and Implementation Services
(including all current and new required functionality, reporting and system
integration, as specified in this Attachment) will be completed so that the
DODS is operational and ready for implementation no later than January 1, 2006.


 


The
development and implementation of the DODS will be undertaken through a phased
approach, described in greater detail below, involving the following phases:


 


•      Pilot Destination Search (DS) Phase


 


•      Beta Destination Search (DS) Phase


 


•      Design Phase for DODS


 


•      DODS Implementation Phase


 


These
major phases of activity are described in greater detail below.


 


2

















 


1.2.1.      Pilot Destination Search (DS) Phase


 


In the
Pilot DS Phase, Aptas will further define and refine the business and technical
requirements beyond the functionality and other descriptions described and
contained in Exhibit 1.
During this phase, Aptas will develop and implement the Pilot DS website (also
referred to as the “Pilot”).


 


This
Pilot is intended to acquire quantitative feedback concerning consumer facing
functionality from a large number (statistically reliable and
demographically/geographically representative of the online local search End
Users) of End Users under controlled access to a non-scalable version of Beta
DS, which will include all material functionality of DODS.  The Pilot will
be robust: it will have large body of test data.  The content will be from
Aptas collected data in the Boulder market. The Pilot will perform well. 
The Pilot will not scale and will not meet production performance standards,
but it will provide all Beta DS functionality (including as described and
defined in Exhibit 1)
required to obtain reliable End User feedback.


 


Aptas
will conduct End User testing on and in connection with the Pilot DS website.
Such testing will direct observation and interviewing of End Users recruited by
an outside consumer testing firm. Aptas will also use a consumer testing firm
to recruit a large sample of End Users that is a statistically significant
sample that mirrors the Dex In-Region demographics to test the Pilot DS
website. The Pilot DS website will be a controlled access website available to
a limited (but meaningful and adequate) number of End Users.  For larger
End User groups, as appropriate, consumer testing will be provided by online
surveys, free-text feedback, and clickstream data.  These same type of
feedback systems will be used to conduct consumer testing on all DS components.
The Pilot will be a closed access system available to a limited number of Dex
stakeholders (employees and Dex advertisers).


 


1.2.2.      Beta Destination Search (DS) Phase


 


In the
Beta DS phase, Aptas will further define and refine the business, and technical
requirements building on the activities and knowledge gained from the
Pilot.  During this phase, Aptas will develop and implement a Dex branded
Beta DS website (also referred to as the “Beta”)
which Dex will actively market to ensure sufficient traffic is engaged to
support End User behavior/consumer learning.  The Beta DS website will, at
a minimum, include all business listings and all related content (yellow pages
ads, websites, business profile pages, etc.) available on the Existing
Website.  The Beta DS website will offer both the full functionality and
scalability of DS.


 


The Beta
will run for a minimum of three (3) months with intensive testing, iteration
and refinement in order for Dex and Aptas to continue learning and for Aptas to
effectively design a scaled implementation plan for the DS.  During this
phase, Aptas will continue the End User testing activities for the Beta as was
undertaken for Pilot during the Pilot DS phase.


 


Within
sixty (60) days of the Beta launch, Aptas will identify and solve Dex concerns
regarding traffic recognition and reporting (for both future and to compare to
historical traffic reports).  Aptas will run logs of search terms through
the Beta to compare result pages and advertiser impressions between Existing
Website and Beta DS to acquire data to assist Dex in its strategies to
transition to DODS.  Aptas will provide raw logs to Dex on an agreed upon
schedule in addition to reports generated from Aptas


 


During
this phase, Aptas will operate a closely coordinated team effort with Dex, to
ensure the learning value is shared, and to ensure both parties are committed
to gaining the knowledge, including, but not limited to, reporting and
comparison of Beta results and advertiser impressions against the Existing
Website, from which will drive the plan for scaled implementation.  During
the Beta Phase, Aptas will devise a technical development and integration plan
for Dex advertiser products and Dex ad-based business rules into the
DODS.  This Plan will be developed to ensure that scaled implementation of
DODS in the first quarter of 2006 does not jeopardize Dex’s internet
revenues.  Should market conditions demand the acceleration of the


 


3

















 


DODS
launch, Aptas and Dex shall work together to establish mutually agreeable
restructuring of release dates.


 


Aptas
will conduct End User and Dex advertiser testing throughout the Beta DS phase
in a manner consistent with that undertaken during the Pilot DS phase. 
These initiatives and their results will be shared with Dex.  During the
Beta phase, Aptas will create new reporting requirements to ensure the capture
of pertinent data for DODS analysis, including unique visitors, successful
searches, failed searches, traffic referral sources, top matching headings,
searches performed by geographic area, and use of post-search components. 
Such reporting and metrics will support Dex internal reporting requirements for
sales and marketing, as well as integrate or replace proprietary reporting
systems, including provision for appropriate data tagging and collection by
Aptas and delivery to the Dex data warehouse in a compatible form for
comprehensive marketing analysis.  Additionally, Aptas will provide such
data in a format as defined by Dex to reflect and compare against Dex’s
historical metrics.


 


1.2.3.      DODS Design Phase


 


In the
Design phase, Aptas and Dex will further define and refine the business, and
technical requirements.  During this phase, Aptas, with cooperation and
collaboration from Dex, will develop the high level “most often” executed End
User scenarios in the interactive design that meets specifications and
requirements definition, which Aptas will follow in defining the Project
solution architecture.


 


The
purpose of the Design phase is to lay the groundwork in preparing for the DODS
by developing an architecture designed to withstand many business changes
through the delivery of the solution releases and beyond.  Design phase
will move the focus from business requirements to the solution’s technology
strategy, addressing the global, architectural issues that affect all the
releases.  The standards, guidelines and architectural work products
developed in the Design phase are designed to help minimize long term
development cost and time by reducing rework from release to release.


 


Aptas
will be responsible for the design work for all phases of development of the
DODS.  The design for DODS will continually evolve based on the Aptas
design process, user research and usability testing, as well as Dex business
requirements.  Aptas will provide Dex with design checkpoints and Dex will
have final approval of the design for the DODS.  Aptas has created a
multi-phase, user-centered design process that facilitates user interface
design as well as engineering requirements and testing protocols.  The
process begins with a general segmentation of the users of the DODS and ends
with specific use cases for the DODS and associated artifacts.  There will
be checkpoints (and Deliverables) at the end of each phase and subject to final
approval from Dex.


 


1.2.3.      DODS Design Phase


 


In the
DODS Implementation Phase, Aptas will complete the development, integration,
testing and successful deployment of the production ready DODS for the entire
14-state territory of Dex and nationwide.  The DODS will have the full
feature functionality set associated with the Existing Website.  The DODS
will include business listings and related content (Yellow Pages ads, websites,
etc.).  The DODS will also extend the User Interface to support Residential,
Government and Toll Free Lookups through access to existing Dex owned and
operated databases, which includes third-party data sources.


 


1.2.4.      DODS Implementation Phase


 


The DODS
implementation phase will include the following sub-phases:


 


4

















 


1.2.4.1.   Build Cycle


 


In the Build Cycle, Aptas will develop the DODS. 
This is an iterative sub-phase with each build cycle containing several
incremental programming and testing cycles.  Aptas will perform an assessment
of business conditions and validation of the release strategy before the
construction of the release.  This provides an opportunity to adjust the
design and release strategy to respond to changing business conditions.


 


1.2.4.2.   Test Cycle


 


In the Test Cycle, Aptas will test the DODS, and
support Dex’s testing activities, including conducting the DODS Acceptance Test
Plan.


 


1.2.4.3.   Deployment and Final
Transition


 


In the deployment sub-phase, Aptas will manage the
roll out of the DODS resulting in a production website (Go Live).  During
this phase Aptas will perform the transition related activities.


 


As part of the transition, Aptas will migrate existing
End User login accounts from the DOE to the DODS.


 


1.2.4.4.   Archiving and
Decommissioning Existing Website


 


Aptas will assist Dex in the archiving and
decommissioning of the Existing Website in accordance with Section 2.2.6 below.


 


1.2.5.      Project Plan


 


The high
level project plan (including outline of the applicable time periods) is set
forth in Section 4 below
and the detailed project plan (including key project activities, Deliverables
and milestones) is set forth in Section
5.2 below (collectively, the “Project
Plan”).  The Project Plan currently constitutes a high level
listing of major tasks involved in the Development and Implementation Services,
with the start dates and durations for each task and major Deliverables
associated with each. Aptas will maintain and further develop the Project Plan
(using Microsoft Project 2003), incorporating supplements and modifications to
the Project Plan, which are developed by Aptas, but in all cases subject to the
final approval of Dex.  Without limiting the foregoing, there shall be no
change in the Development and Implementation Milestones (as defined in Sections 1.6.3 and 1.6.4 below) without the express
written approval of Dex.


 


1.3.        
FUNCTIONALITY
REQUIREMENTS OF RELEASE 1.0.


 


1.3.1.      Baseline DODS Release 1.0 Functional
Specifications


 


This
section defines the DODS Release 1.0 functionality.  Aptas will develop
and deliver to Dex for its approval a fully detailed set of user interface
specifications for the DODS.   Aptas will fully update the
specifications to reflect any modifications and changes to the functional
specifications for the DODS including any such modifications and changes that
may be required to ensure DODS’ maintenance of [***] status (all of which shall
be subject to Change requirements as provided in Section 6 of the Work Order).  Without limiting the
foregoing, the DODS user interface specifications will include representative
screen shots for the DODS.


 


5

















 


Enhancements
and improvements shall be available to Dex for incorporation into the DODS
pursuant to Attachment A. 
Additionally, DODS functionality will be adjusted as directed by Dex to (a)
maintain and grow its existing internet revenue and advertiser product
commitments and (b) meet the need of Dex’s sales force to sell by category
(e.g., attorneys, restaurants, physicians) and geography comparable to its
print directories.


 


1.3.1.1.   [***] Start Page


 


This is the start page for the DODS.  In addition
to branding and legal information, this page will include the following active
components.


 


•      [***] Query Components


•      What is a text box allowing free text
query.


•      Where is a text box allowing free text
indication of a location by city, state, zip code or place name.


•      When is a controlled interaction
component (such as a pull-down menu) that will enable search in hours of
operation.


•      Sign-In is a link to a login page for
registered users.


 


1.3.1.2.   Listings


 


This is the page of the DODS that provides the
listings to the End User produced through the End User’s search.   It
contains the following:


 


•      Main search results business listings
(center of the page)


 


•      [***]


 


6

















 


•      Priority placement ads


•      An area of the screen will be dedicated
to displaying special advertiser listings that are relevant to the current
search.


•      These ads will most likely be text based
(usability testing has shown that text based ads are more likely to be
clicked).


•      Search radius will respect Dex sales’
geographies.


 


•      Single banner ad area


•      An area of the screen will be dedicated
to displaying a single banner ad (468 x 60 IMU - Full Banner as defined by IAB
standards)


•      This banner can contain rich internet
content (Flash, etc.)


 


1.3.1.3.   Detail


 


The Business Detail Page is linked from the Listings
Page and provides additional detail on the individual business.


 


•      All basic information about the business
(name, address, phone number)


 


•      Graphics/logo related to the business


 


•      YP ad thumbnail (click to view full size
ad in daughter window).


 


•      Links to additional business contact info
– e-mail address, website, fax number, etc.


 


•      Map displaying the business


 


•      Functionality to search nearby the
business


 


•      Functionality to get directions to/from
the business


 


•      Functionality to add the business to Cart


 


•      Business detail page may contain links to
additional content such as menus for restaurants and bios for attorneys.


 


1.3.1.4.   Refinement


 


Refinement enables users to reduce the list of
business listings returned in the search results.  On the Search Results
page, the user will be able narrow the list of results in the following ways:


 


What.  The user will be able to narrow the search
results list using a selection of meaningful properties for the type for
business. For example, if the user searches for restaurant, he will be able to
narrow the results list by cuisine since cuisine is one of the highest ranked
properties of restaurants.


•      The system will let the user know how
many results are available for each property. For example, the system will
display “Mexican (15)” on the results page to indicate that the user will see
15 Mexican restaurants if he narrows by the cuisine Mexican.


•      Number and type of refinements will vary
by category by the ontology (e.g., brands, products, hours of operation, type
of payments accepted).


 


7

















 


•      The user will be able to narrow the
search results list by the first letter of the business name. For example, the
user will be able to show only search results beginning with the letter N.


•      The system will let the user know how
many results are available for each letter of the alphabet. For example, the
system will display “N (7)” to indicate that the user will see 7 business
listings if he narrows by the letter N.


When.  The user will be able to narrow the search
results list by hours of operation.


•      The user will have the following options
for narrowing the search:


•      Open now


•      Open late


•      Open Sundays


•      Open 24 hours


•      Show all businesses (hours of operation
doesn’t matter)


•      The options may be constrained by the
interface and availability of content.


Where.  The user will be able to narrow the search
results list by distance from center of search area (search radius).


•      Choices will be:


•      1 mile


•      5 miles


•      10 miles


•      15 miles


•      25 miles


•      50 miles


•      The default search radius will be
determined by the geographic area being searched. For example, the system will
use a larger search radius in rural areas than in urban areas.


 


1.3.1.5.   Mapping


 


Mapping capabilities cover the following items. Final
inclusion of any of these items is subject to usability and technical testing
results:


 


•      The user will see their results initially
on a small version of the map on the results Listings page


•      The user can choose to view their results
on a larger version of the map


•      This larger map is accompanied by that
results list in an abbreviated format


•      The larger map format will have the
following functionality


•      Continuous pan and zoom


•      Continuous zoom could be implemented with
a slider


•      Continuous pan will be implemented with
directional tools located on the map


•      Rollover of business’ node on map will
highlight that business’ name in the abbreviated results list to the side of
the map


•      Rollover of a business’ text listing will
highlight the business’ map node


•      Rollover listing node will reveal a pop
out window with additional information about that listing, possible content
could be:


•      Business Name


•      Business Phone Number


•      Business Address


•      Link to Website


•      Link to Detail Page


•      Link to Save to a List (Cart)


 


8

















 


•      Link to Get Directions


•      Find Nearby - the capability to generate
a new search of other businesses with different criteria from the original
search and add those results to the map that are geographically near the
original results set


•      The user can print a version of the large
map


•      The user can email the larger map along
with the text of the results listings


•      The large map will have a legend or Map
Key


 


1.3.1.6.   Cart


 


This functionality allows the User to save individual
result listings and compile their own list


 


The Cart (My List) includes the following
functionality. Final inclusion of any of these items is subject to usability
and technical testing results:


 


•      [***]


 


1.3.1.7.   Compare


 


This functionality allows Users to add multiple result
listings to a “Compare” view. Compare includes the following functionality.
Final inclusion of any of these items is subject to usability and technical
testing results:


 


•      [***]


 


9

















 


1.3.1.8.   Search


 


This section describes the search functionality and
operation to be delivered.


 


•      Search Requests:


•      Users can search by any combination of
product, service, business name, any known associations (like BBB or IEEE), and
other keywords


•      Users can search using any of a set of
recognized formats for location


•      Users can request phrase searches


•      Users can specify “when” to filter by
business hours of operation


•      Match Flexibility:


•      System performs spelling correction


•      System performs lemmatization


•      System interprets geo-specification


•      Synonyms supported for DKB terms


•      Punctuation normalization


•      Search locations are always geo-coded to
a center-of-search.


•      Search Attempt Sequencing:


•      Search proceeds in 4 stages,


•      query against the matched,
Relevant-tagged terms.


•      query against all matched terms


•      query against all ad text


•      query for ontology matches


•      Additional Relevance Boost Logic:


•      boost matches on business name


•      boost category matches


•      boost based on business listing- or
category- popularity


 


10

















 


•      boost by geo proximity


•      boost primary property matches


•      boost for linguistic proximity


•      boost retail above repair above rental


•      boost based on size of print ad image,
aged out over time by popularity data


•      boost exact above phrase above proximity
match


 


1.3.1.9.   End User Profile


 


•      The user will be able to create a sign-in
name and password by providing a minimal set of information:


•      Email address


•      Zip Code


•      Password


•      Specify whether or not the user wants the
system automatically sign him in when using DODS on that computer.


•      The user will be able to change all
settings in his personal account:


•      Email address


•      Zip Code


•      Password


•      Whether the system should automatically
sign the user in.


•      If the user forgets his password, he can
request that the password be reset. The system will notify the user of the new
password via email.


•      If the user registers with the DODS
website and signs in, then the user can create and access saved locations (for
example, “home” and “work”).


•      If the user signs in from a different
computer, then the contents of the user’s list will be available. For example,
if the user adds items to his list from his computer at home, and then signs in
using his computer at work, the items that he added to his list while at home
will display.


•      The user will be able to indicate that he
is using a public computer so that the system will not sign him in
automatically next time someone opens the DODS website from that public
computer.


 


1.3.1.10.    Analytics


 


•      Number of impressions a business
received;


•      Number of clicks on a business listing;


•      Number of clicks on a business’
individual ad product;


•      Consumer behavior regarding the features
and functionality of the service.


•      The DODS will be able to cookie and track
End Users based on predefined requirements


•      The DODS will be able to perform search
analysis and monitor what End Users put in and take out of cart.


•      The DODS will be able to measure/track:


•      The speed at which End User’s end
session.


•      The percentage of error pages (and type
of errors) that are produced while End Users are browsing and/or completing
online transactions. The error report will be by market, category and page type
(for example, the ability to tell the percentage of people saw an error page
from the attorneys in Denver, CO category or cart page).


 


11

















 


•      End User tool usage (for example, are
people using email or print option, if so how many and for what categories).


 


1.3.1.11.    Interfaces


 


As of the date of this Work Order, the following
systems and/or services have been identified as necessary for the interfacing
operations with DODS.  As part of the Development and Implementation
Services, Aptas will be responsible for the development of interfaces between
the DODS and these systems and/or services and any other interfaces deemed
appropriate for the DODS as directed by Dex:


 


•      Search Engine Optimization and Search
Engine Marketing implementations most be included for seamless transition from
Existing Website to DODS.


•      Content Management system.


•      Amdocs


•      Interland


•      Aptas (Ad Knowledge Services)


•      Site Metrics Analysis package and other
web analytical services — Omniture (or successor service provider(s), allowing
for access to/delivery of data for analysis, data mining, etc.)


•      End User Surveys


•      Dex Internal systems


• Dex to Aptas listings data


• Dex to Aptas Graphics files


• Dex to Aptas Reference Data
(Headings, Cities, etc.)


• Dex to Aptas Content Update


• Aptas to Dex Data Engine


• Aptas to Dex Ad Update data


• Aptas to Dex Hyperlinks (AWD,
DexMedia.com, others to follow)


• Aptas to Dex Enterprise Data Mart


• Aptas to Dex Kana forms


• Aptas to Dex Active Directory (for
user login)


• Aptas to Dex Affiliates


• Aptas to Dex Ad Providers
(DoubleClick)


• Aptas to Dex Surveys (Foresee)


• Aptas to Dex Portal (dashboards)


 


1.3.2.      Threshold DODS Functionality 


 


The DODS
will include, and provide functionality and operation constituting it as [***],
and shall further meet the following:


 


•      the DODS will possess the full Existing
Website functionality (unless otherwise expressly approved by Dex), including
the functionality referenced and/or provided for through the enhancements
described in Attachment A.


•      the DODS will possess the full Existing
Website integration with other systems, including the systems integrations
referenced and/or provided for in Attachment
A and within this Attachment.


•      End User query response time that will
meet or exceed, in all events, [***], but in no event be less than [***]
response time.


•      The DODS will function to minimize failed
search rates, which in all events will be lower than the Existing Website
experience, less than other comparable Internet Yellow Pages/Local Search
online properties, and shall achieve and maintain [***] Status, but in no event
experiencing a


 


12

















 


failed search rate exceeding [***] for Valid Searches
(as defined in Attachment D, Exhibit 1).


•      The DODS uptime will, measured by calendar
month equal or exceed 99.5%, excluding for purposes of such measurement
downtime attributable to components for which Aptas is not operationally
responsible.


•      The DODS will otherwise meet and conform
to the Performance Standards.


 


In
addition to the foregoing and the functionality described below, Aptas will
ensure that the DODS functionality meets and retains [***] functionality
requirements and expectations through utilization of Labs and hiring and
retaining industry experts and remaining current on literature and industry
publications and ratings respecting [***] functionality and operation.


 


1.4.        
DODS SUCCESS CRITERIA
AND PHILOSOPHY


 


1.4.1 Candidate Success Criteria


 


The business success criteria for the Development and
Implementation Services and the DODS forms the basis for the functional
requirements which are jointly developed by Aptas and Dex and in all cases
subject to the final approval of Dex.    Business success will
also be impacted by Dex based on their decisions in general Dex business
decisions, advertiser relationships and deployment of Dex marketing resources.


 


DODS will be on a frequent and aggressive product
enhancement cycle that will ensure that it is consistently rated as [***] in
the industry.  DODS will ultimately be measured in its ability to grow OTQ
and serve as a strong advertising revenue growth vehicle that best matches
advertisers with customers.  DODS will be [***], based upon an aggregated
assessment of DODS including the following criteria:


 


•      [***]


 


13

















 


1.4.2 Philosophy Candidate Functionality


 


The following is a summary of certain of the major
functionality and components of DODS (which may be supplemental to those
described in Section 1.3. above). 
Aptas, working with Dex, will develop a complete understanding of these
features and functionalities and provide for their incorporation into the DODS
under the direction of the Executive Steering Committee.


 


The following describes the philosophies and vision of
Aptas’ Destination Search.


 


1.4.2.1           
[***] Start Page


 


Delivering the most relevant local search results
requires discerning the most relevant context to a consumer’s search
query.  Local search relies upon determining the relevant geographic
context for an inquiry (what and where).  Differentiating local search
from other offerings requires continuous articulation along these dimensions
(product, service, or business; within an area, around a location, between two
points).  One dimension that has not been fully explored by other
offerings is the “time” dimension.  The simple case is finding businesses
that are “open now”.  Articulation will be continued in this dimension
(open during an event, open around the holidays).


 


14














 


1.4.2.2           
Listings
Page


 


Many offerings provide “one
size fits all” results, typically a text listing with relevant textual context
for a keyword.  More competitive offerings provide more structured results
for differentiating listings from one another using content such as price and
ratings.  Differentiating from such offerings requires more articulation
in both the content provided in the listings and different ways of organizing
those listing results.  Category-dependent listing content along with sort
and compare functionality are best current candidates for differentiation.


 


The RESULTS LISTINGS page
will provide the results of the user local search.  The following is the
minimum functionality that describes the philosophy:


 


•     
[***]


 


15

















 


1.4.2.3           
Refinement: 
What/Where/When Base


 


Narrowing search queries to
generate the most relevant results is the crux of the search process. 
Inherently non-linear, supporting the process is problematic.  Refinement
proceeds along all dimensions (category, location, timeframe) in
parallel.  Added to this challenge are the fundamental limitations in
facilitating such fluid cognitive processes through existing user interface artifacts
and standards.  Ontological refinement combined with buyer behavior
modeling and potentially structured language formalisms represent best
differentiation opportunities.


 


1.4.2.4           
Mapping


 


Viewed by many offerings as
more of a commodity, innovation in mapping represents a key, if not the primary
differentiator in local search.  Simply providing a fundamentally
different digital foundation (vector vs raster) is a baseline for
positioning.  Layering both content and functionality on this foundation
(overlays and itineraries) adds further differentiation.  Most importantly
for differentiation is the focus on the “locus of attention” indicated through
map interaction gestures to discern intent and further articulate geographic
search context.


 


The user has the ability to
view more detail for a listing displayed on the map.


•     
Continuous pan and zoom
capability that allows the user more control and granularity when navigating in
the map. Continuous zoom could be implemented with a slider and the continuous
panning could be implemented through dragging the mouse across the map.


•     
Rolling over a listing in
the map will display more detail for the particular business.


•     
Allow the user to pin a
listing, or a set of listings, on the map for a particular location.


•     
Allow the user to set
their personal preference for the beginning map scale used when displaying
results in a map.


 


1.4.2.5           
Cart


 


The “cart” represents an
explicit first attempt at providing a mechanism to support the consumer in
progressing through the buyer behavior process in creating a temporary list for
use in comparison or itinerary creation.  Work will continue in
determining if such a mechanism should be an explicit or an implicit mechanism
for this support.  Regardless, such a mechanism is the foundation for
creating many lists which can mixed, matched, and shared in much the same ways
as popular analogues (iTunes).  The interaction between community and
content is the primary differentiator explored within the cart.


 


This functionality includes
the following:


•     
[***]


 


16

















 


1.4.2.6           
Search


 


The overarching goals of
search can be summarized by four points:


 


a)    Infer user intent: By applying a multidimensional set of
relevance ranking algorithms, search will provide highly relevant results that
leverage a variety of data and algorithms.


 


b)    Hide complexity: The underlying collection of yellow pages,
web, and other data embody a good deal of complexity.  A key goal of
search is to present results that are understandable and useful to consumers.


 


c)     Achieve high performance: Achieving high relevance entails a
significant number of business rules.  A key aspect of our approach is
generating index data structures that allow as much of these business rules to
be computed before search time as possible, to maximize search performance.


 


d)    Enhance relevance from usage: In addition to the business rules built into
the search algorithms, we will enhance relevance over time based on user
behavior as captured in search logs.


 


1.4.2.7           
Search
Mechanics and Fundamentals


 


•     
most consumer friendly
search (e.g. misspellings, understanding of consumer intent of multiple
keywords)


•     
most relevant search
results has (e.g. balancing advertising and consumer relevancy);


•     
help in disambiguation
(e.g. prompt if unclear what consumer is looking for - a business name; a
category search);


•     
matched to user profile
and interests;


•     
highly geographically and
content smart (e.g. knows a lot about geographic relevance such as dry cleaners
need to be physically nearby but plumbers only need to service my area)


•     
DODS will function to
minimize failed search rates, which in all events will be lower than the
Existing Website experience, less than other comparable Local Search and
Internet Yellow Pages online properties, and shall ultimately reach a failed
search rate not exceed five percent (5%).


•     
Support full, partial,
and multiple word and attribute keyword search options.


•     
Focus on providing
useable/valid search results.


•     
Present relevant search
results based upon product and content catalog hierarchy, frequency, position,
ranking and weighting.


•     
Search is accessible from
multiple pages in the site where search for content makes sense.


•     
Log Search data and make
it available for reporting to allow for fine tuning of the search tool and the
directories/regions/locations searched.  This includes failed searches as
well as information on successful searches.


 


17

















 


•     
End Users may refine
searches, where subsequent searches are based on results of the prior search,
and more narrowly define the search query.


•     
Ability to respond to
fuzzy searches with intelligent logic.


•     
Search will allow End
Users to construct the simplest search query possible with a simple text entry
box and search button, if determined optimal.


•     
Search will check the End
User’s profile when a search is executed and customize the search results
accordingly.


•     
Search results are
displayed in an easy to interpret fashion.


•     
Search can provide sort
options on the search results page.


•     
End User can refine search
by multiple business attributes.


•     
Search can indicate the
order of the results, such as by location or other attributes. The information
that dictates the search results order by category is internal to the
Application.


•     
If the search returns one
or no results, a message and alternative search query options are presented.


•     
The parties acknowledge
that the search engine utilized on the Existing Website [***] is expected to be
replaced, and that the [***] is under consideration for use in the DODS. 
Final selection of the DODS search engine shall be made as part of the
development of the Project Plan.


•     
Functionality will
support both basic and advance searches, designed in a manner that each is easy
to conduct.


•     
End User searches may be
conducted with minimum of required input.


•     
Search capability
supports “natural-language” queries.


 


1.4.2.7           
Search
Quality – Relevance of Results


 


•     
Criteria will be
established to assure, promote and continually improve search quality –
including appropriate provision for quality and accuracy.


•     
DODS must conform to Dex
methodology for treatment of paid ads and appropriate “tiering” of
advertisement offerings.


•     
There will be
quantitative and qualitative measurements presented in regularly scheduled
meetings.


 


1.4.2.8           
End
User Profile


 


Anonymous personalization is
the starting point for developing the end user profile.  Enabling the
consumer to “personalize” their experience without requiring any specific
individual details.  This step starts establishing a solid level of trust
with the consumer and provides the opportunity to obtain additional information
from the consumer on a measured basis.  This process promises to obtain
more accurate information from consumers than competitive offerings. 
Innovation will continue in exploring the value of identity infrastructure.


 


•     
Ability to change all
personal profile attributes.


•     
Ability for the End User
to reset password their, with notification of such reset through email.


 


1.4.2.9           
Miscellaneous
Requirements


 


•     
Ability to display
pop-ups and “Flash”-enabled advertising


 


18

















 


1.4.2.10        
Flexible
Template for Advertiser Content


 


The
DODS will utilize templates that accommodate a variety of Content and the
various attributes within Dex Content (e.g., image size variations on articles,
need for additional advertiser attributes to be shown online such as sound and
motion, etc).


 


•     
Dex will be able to make
adaptations to an existing template or create new templates (e.g., relevant
advertiser display and navigation pages in the DODS will be able to be designed
as a template layout).


 


•     
The DODS will support
creation and placement of, and changes to, graphics, text and links.  This
does not include the dynamic reconstruction or repositioning of the page, only
replacement of static linkable elements.


 


1.4.2.11        
Tool Enhancements


 


•     
Additional
Cart/Address Book Requirements (providing
the ability to capture End User cart selections and personal information.):


•     
Ability to take more than
one email address.


•     
Allow for personalization
– Preferences – Categories - Etc.


•     
Have a help feature
integrated within address book.


•     
Make it
importable/exportable


•     
Make it printable


•     
Customize “type” of
address (e.g., home, work, parents’ home etc.).


•     
Ability to support other
contact information (e.g., cell phones).


•     
Email
Capabilities (providing the
ability for End User to easily communicate; including forwarding listings via
email;


•     
Advertiser
ratings – DODS will provide
capability for End User ratings/feedback on advertisers or complementary
listings, if and to the extent requested by Dex


 


1.4.2.12        
Content
Management Enhancements


 


•     
The DODS will not have to
be down to make Content or code change.


•     
The DODS will offer the
ability to work on parts of the DODS without downtime to the rest of the DODS.


•     
The DODS will offer the
ability to launch groups of Content simultaneously.


•     
The DODS will permit
appropriate Authorized Users (of various technical abilities) to use tools to
manage Content changes.


•     
The DODS will be able to
feed data/advertisers into search


•     
The DODS will be able to
leverage management tools across areas of the site, search, analytics,
directory/advertiser listing


•     
The DODS will be able to
control page titles, metadata and key words.


•     
The DODS will offer bulk
upload of Content data (directory listings).


•     
The DODS will support
incremental feeds of Content data


•     
The DODS will support
orderly backouts of any Content data feed, whether Incremental or bulk.


•     
The DODS will offer the
capability on any page to link to any file format (e.g., Flash, audio, etc.).


 


19

















 


1.4.2.13        
Analytical
Capabilities/Requirements


 


The DODS will perform
services as necessary to enable Omniture or any other web analytics vendor(s)
chosen by Dex to capture End User information to assist Aptas and Dex in making
site and marketing decisions.  Relevant data will include traffic and
segmentation analysis, click-stream analysis, traffic monitoring of various pages/sections
throughout the site, conversion, search keywords and usage, etc.


 


•     
Number of impressions a
business received;


•     
Number of clicks on a
business listing;


•     
Number of clicks on a
business’ individual ad product;


•     
Number of clicks and
impressions broken down by advertiser-purchased units (headings at present, but
perhaps in time could encompass keywords)


•     
Consumer behavior
regarding the features and functionality of the service.


•     
The DODS will be able to
cookie and track End Users based on predefined requirements


•     
The DODS will be able to
perform search analysis and monitor what End Users put in and take out of cart.


•     
The DODS will be able to
measure/track:


•     
The speed at which End
User’s end session.


•     
The percentage of error
pages (and type of errors) that are produced while End Users are browsing
and/or completing online transactions. The error report will be by market,
category and page type (for example, the ability to tell the percentage of people
saw an error page from the attorneys in Denver, CO category or cart page).


•     
End User tool usage (for
example, are people using email or print option, if so how many and for what
categories).


•     
Content to which End
Users are reacting effectiveness of advertising and promotions in real time.


 


1.5.        
PROVISION FOR [***]
EVOLUTION (POST RELEASE 1.0)


 


The DODS Functional Specifications will include
provision for continual evolution and development of the DODS as necessary and
appropriate to maintain its status as [***].  This will be accomplished at
the direction of the Executive Steering Committee, subject to the ultimate
approval of Dex and performed in accordance with Attachment A.  Throughout the performance of the
Development and Implementation Services, Aptas will remain knowledgeable and
current with respect to the functional and operational requirements for the
DODS to be and remain [***] and the parties will work together, including
following the procedures associated with Changes set forth in Section 6 of the Work Order, to ensure
the development and implementation of the DODS in a manner meeting such
requirements.  For the avoidance of doubt, Changes required to maintain
DODS [***] status will be performed in accordance with Attachment A.


 


[***] evolution will be achieved through a dynamic
process of continuous innovation in partnership with Dex, and subject to final
approval of Dex.  The process will be comprised of regular (not less
frequently than quarterly) releases, some big, some small, that will result in
enhancements that may include, but are not limited to:


 


•             
[***]


 


20

















 


1.6.        
FUNCTIONALITY
REQUIREMENTS OF RELEASE 1.0.


 


1.6.1.      Additional Enhancements


 


Aptas will work with Dex to identify additional
enhancements for the DODS (including incorporation into


 


21

















 


release 1.0).  To the extent enhancements or
other improvements to functionality of software or other components of the DODS
are made available by the respective manufacturer thereof (including Aptas),
Aptas will make such enhancements or improvements available for incorporation
into the DODS (subject to Change Control) at no additional charge to Dex. 
In other circumstances enhancements and improvements shall be available to Dex
for incorporation into the DODS release 1.0 pursuant to this Attachment B or into subsequent
releases or versions pursuant to Attachment
A.


 


Aptas will design the DODS to provide flexibility in
performance for the development of future enhancements.


 


1.6.2.      DODS Quality Success Criteria


 


The system quality success requirements for the DODS
(including for release 1.0 and later versions). shall include, and Aptas agrees
that the DODS will comply the following:


 


•     
Flexibility


•     
Systems, subsystems and
components are easily modified and extended as business processes change.


•     
Systems and subsystems
are composed of modular components, structurally consistent, and compliant with
J2EE coding platform.


•     
System
Requirements and Portability


•     
The hardware, software
and network configuration requirements for the DODS are consistent with those
of the Existing Website, except to the extent expressly provided and agreed to
in writing by Dex.


•     
The systems, subsystems
and components comprising the DODS are easily “ported” across application
servers with the same level specification that are compliant with J2EE. 
Ease of portability shall be implemented in accordance with industry standards.


•     
Data structures and data
are portable.


•     
Performance
and Scalability


•     
Systems, subsystems and
components are able to scale effectively to peak projected volumes as provided
by Dex.


•     
The DODS will be able to
support peak End User demands of without affecting any other aspect of the DODS
(e.g., no noticeable affect on response time).


•     
Software performance and
scalability must meet appropriate industry benchmarks and standards.


•     
Performance testing that
mimic the site must be run when major software Changes occur that may impact
scalability and performance.


•     
Site
Availability


•     
The DODS must be
available and function effectively during low and high traffic patterns and in accordance
with the Performance Standards.


•     
The DODS will allow code
and content releases and upgrading that minimize site outage.


•     
Necessary downtime for
major code releases and equipment and software maintenance, will be scheduled
with Dex’s approval and in a manner to minimize adverse impact of the downtime.


•     
The DODS must permit
monitoring and the application of corrective action without loss of site
Availability.


•     
Security


•     
The DODS shall comply
with appropriate industry standard security protocols in physical hosting,
network topology, application hosting, system administration, and (if
implemented) ecommerce security, and in all cases will comply with Dex
Standards.


 


22

















 


•     
Dex and Aptas may perform
a security assessment prior to implementation to ensure compliance with
industry standards.


 


1.6.3.      Performance


 


Aptas shall perform the Development and
Implementation Services in a manner meeting the Development and Implementation
Milestones set forth in Section 5.2
below (the “Development and Implementation
Milestones”).  Aptas shall provide such cooperation and
assistance reasonably required or requested by Dex in connection with Dex’s
evaluation or testing of the Deliverables set forth herein.  Aptas shall
perform the Development and Implementation Services so as to avoid or minimize
to the extent reasonably possible any disruption to or adverse impact on the
business or operations of Dex, including the Existing Website (until its
decommissioning and archival hereunder).  Aptas shall identify and
resolve, with Dex’s reasonable assistance, any problems that may impede or
delay the timely completion of each task that is Aptas’ responsibility and
shall use commercially reasonable efforts to assist Dex with the resolution of
any problems that may impede or delay the timely completion of each task that
is Dex’s responsibility.


 


1.6.4.      Failure to Meet Development and
Implementation Milestones


 


The parties acknowledge and agree that the certain
of the Deliverables to be performed or provided by Aptas during the period of
the Development and Implementation Services have been identified in Section 5.2 below as Development and
Implementation Milestones, representing the dates by which such Deliverables
are to be completed (each a “Development and
Implementation Milestone”).  In accordance with payment
provisions of the Work Order, Dex may withhold payments due under the Work
Order for the month(s) during which a Development and Implementation Milestone
is due but not delivered, until such time as such Development and
Implementation Milestone is delivered. In addition, unless otherwise agreed and
subject to applicability of Section 2.4
of the Agreement, if Aptas fails to implement the DODS meeting the requirements
therefore under this Attachment (including its status as a [***] Internet
Yellow Pages and Local Search website offering material improvement in
functionality and operation over the Existing Website), on or before January 1,
2006, Dex may terminate this Agreement for cause in accordance with Section 4.3 of the Agreement without
requirement of notice or opportunity to cure.  In all such events, but
subject to Section 6.9 of
the Agreement, Dex may recover the damages suffered by Dex in connection with
such a termination, including amounts paid for Deliverables which, due to such
termination, are not available for use by Dex as intended under this Work
Order.  In the event that Dex shall so terminate the Agreement in part,
the charges payable to Aptas hereunder shall be equitably reduced to reflect
such terminated Services.  Any such termination shall be subject to the
provision by Aptas of Transition Services pursuant to the Agreement.


 


1.6.5.      Right to Suspend or Delay


 


Without limiting its other rights under the
Agreement, Dex reserves the right, in its sole discretion, to suspend or delay
(but not terminate) the performance of the Development and Implementation
Services, including any Deliverable thereunder.  If Dex elects to exercise
this right and Dex’s decision is based, at least in material part, on
reasonable concerns about Aptas’ ability to perform the Services or complete
such Deliverable or Aptas’ failure to perform its obligations under this
Agreement, Dex shall not incur any additional charges or reimbursable expenses
in connection with such decision.  If Dex’s decision is not based in
material part on reasonable concerns about Aptas’ ability to perform the
Services or complete such Deliverable or Aptas’ failure to perform its
obligations under this Agreement, Dex shall reimburse Aptas for any additional
costs reasonably incurred by Aptas as a result of such decision, but only to
the extent Aptas notifies Dex in advance of such costs, obtains Dex’s approval
prior to incurring such costs, and uses commercially reasonable efforts to
minimize such costs.


 


23

















 


1.7.        
DESIGN &
IMPLEMENTATION TECHNICAL REQUIREMENTS & PRINCIPLES.


 


1.7.1.      High Level Technical Requirements


 


The following are high level technical requirements
of the DODS.  It will be the responsibility of Aptas to work with Dex to
ensure that this is a comprehensive list and that Aptas has a complete
understanding of these functions.


 


•     
Aptas implementation will
be subject to Dex Architectural review and approval; application design will be
consistent with Dex Standards unless a Dex approved reason for deviation
exists.  In such a situation, Aptas will provide a written trade-off analysis
to the Dex for next step approval.


•     
Java 2 Enterprise Edition
specifications will be followed and the DODS related applications will operate
on BEA WebLogic or open source certified J2EE platforms.  The Pilot, Beta
and DODS shall be fully compliant with the J2EE standards and shall not involve
variants requiring proprietary products or capabilities that prevent or limit
the DODS from being fully portable.


•     
Operating System support
should include SUSE Linux or other mutually agreed upon Linux operating system.


•     
Support interaction with
the corporate RSA ClearTrust Authorization and Access Service for Dex (or its
third party contractors, as appropriate) access only.


•     
Support required for
browsers: AOL 6.0, Netscape 6.0 and Netscape 7.0+ and IE 5.0+ and desirable for
Safari and Firefox.


•     
Support Flash 6.0+


•     
Consumer-facing
production implementation database implementation will be Oracle unless
specifically authorized by Dex


•     
.Support streaming sound
and video standards, at least including Windows MediaPlayer and Apple’s
Quicktime.


 


2.            
IMPLEMENTATION PERIOD
AND SCOPE (RELEASE 1.0)


 


2.1.        
IMPLEMENTATION PERIOD


 


The development and implementation period (the “Development and Implementation Period”)
shall commence on the execution date of this Work Order and shall conclude on
the date the DODS is installed and operational in the Dex Production
Environment, in accordance with the provisions of this Attachment and has been
Accepted by Dex.  Without diminishing Aptas’ responsibility for performing
the Development and Implementation Services, Aptas shall complete all
Development and Implementation Services by the final milestone provided in Section 5.2 below. Certain Project Plan
tasks are designated as “Major Development
and Implementation Milestones” in Section 5 below. The Major Development and Implementation
Milestones comprise the critical path of the Development and Implementation
Services and Aptas shall complete such Major Development and Implementation
Milestones on or before the respective due dates assigned to them in the
Project Plan and in Section 5
below.


 


2.2.        
IMPLEMENTATION SCOPE


 


2.2.1.      Data/Database Conversion/Transition


 


Because the Beta, Pilot, and DODS applications will
rely on data delivered by Dex, Aptas and Dex agree to define appropriate data
interfaces using industry standard interface descriptions (such as xml schema


 


24

















 


definitions or “xsd”).  Each interface identified
between the parties shall have a fully documented interface description. 
Each party shall be responsible for implementing their portion of the interface
independently while conforming to the interface description.  For data
transfers of a sensitive nature secure data transfer will be implemented by
each party.  Each interface will be identified as either “secure” or
“public” .To effect a smooth
transition to the DODS, Aptas will have project management responsibility for
the transition activities which will be performed by Aptas Personnel and Dex
personnel.


 


2.2.2.      DODS Acceptance Test Plan


 


Dex will work with Aptas to develop an Acceptance
Test Plan for the DODS, including major Deliverables associated with the
development and implementation of the Beta and DODS (the “DODS Acceptance Test Plan”), not later than
the date provided therefore in the Project Plan.


 


The DODS Acceptance Test Plan will include a
description of the goals and criteria of testing and Dex’s Acceptance
thereunder, including testing of the major components or Deliverable(s)
(including the Beta) after installation in the Dex QA Environment (each, an “Acceptance Test”).  Acceptance Test
scenarios and resulting test cases will be developed by Dex and Aptas to
confirm that the DODS (and the associated Deliverables) contains all the
functionality required of the DODS.  The functionality to be tested will
encompass the testing of the business process and the testing of the
interfaces, including ability to meet processing speed and Performance
Standards.   In all cases, Aptas will deliver to Dex for acceptance
testing the DODS (or components thereof as appropriate for testing, including
the Beta DS and DODS Release 1.0) in the condition that Aptas reasonably
believes will comply with all applicable DODS Functional Specifications and
meet the applicable testing requirements.


 


Aptas activities associated with the Acceptance
Tests will include of the following:


 


1.        
Attend Acceptance Test
team meetings and provide written feedback to the testing group to support the
Acceptance Tests.


 


2.        
Coordinate with and
support Dex’s efforts (including provision of appropriate technical
descriptions and requirements) to timely develop and provide the Dex QA
Environment to conduct the Acceptance Tests.


 


3.        
Aptas and Dex will
develop a mutually agreed to defect severity classification schema, and
appropriate guidelines for solving defects.


 


4.        
Participate in the review
of scenarios and provide written feedback and written recommendations to Dex
regarding the Acceptance Test activities.


 


5.        
Load test data provided
into the Dex QA Environment.


 


6.        
Assist Dex during the
Acceptance Tests by answering questions, providing training in using the DODS,
resolving issues, analyzing errors and problems, and providing fixes to
problems in the DODS that prevent the testing from proceeding. Aptas will
provide appropriate access to specialist support during the Acceptance Tests.


 


7.        
Aptas will use tools and
processes to report and track project defects as provided and/or directed by
Dex.  Dex will also use such tools and processes to notify Aptas of
defects.  Aptas shall perform activities necessary to correct defects per
the agreed to defect severity classification schema and guidelines.


 


8.        
Work with Dex to create
test cases, test data and test scenarios which are representative of Dex’s
business rules and requirements, to be used in the Acceptance Test prior to the
start of scheduled delivery (as defined in Section
4.1 below) of the applicable Deliverable.  Notwithstanding
the


 


25

















 


foregoing, Dex will be
entitled to use additional test cases, test data and test scenarios during the
Acceptance Tests. Aptas will be provided all test cases, test data, and test
scenarios developed by Dex.


 


Dex activities associated with the Acceptance Tests
shall consist of the following:


 


1.        
Work with Aptas to create
test cases, test data and test scenarios which are representative of Dex’s
business rules and requirements, to be used in the Acceptance Test prior to the
start of scheduled delivery (as defined in Section
4.1 below) of the applicable Deliverable. Notwithstanding the
foregoing, Dex will be entitled to use additional test cases, test data and
test scenarios during the Acceptance Tests.  Aptas will be provided all
test cases, test data, and test scenarios developed by Dex.


 


2.        
Dex will approve Aptas
use of test data file consisting of production data which does not violate End
User privacy laws nor include End User sensitive information.


 


3.        
Perform the Acceptance
Tests in conjunction with Aptas.


 


4.        
Provide Aptas with
notification of defects through Aptas provided tools and processes pre-defined
to report and track project defects.


 


5.        
Test the corrections in
accordance with the Acceptance Test Plan.


 


6.        
Provide written
Acceptance notice according to the written Acceptance Test Plan once agreed to
criteria have been achieved.


 


2.2.3.      DODS Acceptance Process


 


Unless explicitly agreed otherwise, the parties will
apply the acceptance process set forth in Section
5 of Attachment A
to each Deliverable associated with the Development and Implementation Service,
as well as to the final Acceptance of the DODS.


 


Aptas will provide to Dex, interim Deliverable works
in progress and final Deliverables, in accordance with the Development and
Implementation Milestones identified in the Project Plan and will deliver to
the Dex Program and Project Managers written notice of such delivery.


 


Aptas shall provide reasonable assistance to Dex in
connection with Dex’s performance of its activities associated with acceptance
of Deliverables.


 


Aptas will ensure that the Project Plan contains
adequate time to conduct at least one delivery evaluation per
Deliverable.  Additional delivery evaluations, as required under the
delivery Acceptance process provided for in Section 2.2.2 above, will not increase or decrease the
charges for the Development and Implementation Services unless mutually agreed
to by both Aptas and Dex.


 


2.2.4.      Training Support and Training


 


Aptas will support Dex’s training as follows:


 


1.   Providing the Training Materials.


 


2.   Providing electronic screen shots of the DODS
that can be embedded into the Authorized User Training Materials.


 


3.   Providing additional available documentation
that describes the DODS functionality, error messages, checks and edits and
screen and report layouts and support Dex training personnel in the development
of Training Materials by answering questions as needed.


 


26

















 


4.   Loading the training or test data into the
training database


 


5.   Providing “train-the-trainer” sessions to
equip Dex trainers to provide instruction and develop Training Material to be
used in training the Authorized Users.


 


6.   Participating in appropriate training session
for the DODS.


 


7.   Assist in Authorized User training and
documentation.


 


Dex will provide the following:


 


1.     Personnel appropriately trained on Data
Center operations including network, security, hardware, OS, software and
database administration necessary to operate the DODS.


 


2.     Personnel familiar with Dex’s business and
business rules.


 


3.     Training development schedules, which will
list the dates for train-the-trainer session(s) as well as the dates for
sessions.


 


4.     Complete FAST University Training for
Authorized User Training.


 


5.     An environment appropriate for conducting
Authorized User training, which shall be the Dex QA Environment.


 


To the extent reasonably practicable as determined
by Dex, Dex personnel involved in the development of the Training Materials may
also participate in the execution of the Acceptance Testing in order to
increase their familiarity with the DODS, its environment and system
functionality, and in order to validate the Training Materials prior to
training sessions.


 


2.2.5.                     
Required Environments
for Development and Implementation of DODS


 


Unless otherwise directed by Dex, Aptas will be
responsible for the installation of the DODS in all environments (including the
Dex QA Environment and the Dex Production Environment), as well as the setting
up of all system parameters required for the operation of the DODS
components.  Aptas will facilitate and ensure that appropriate
authorization and accounts will be created for Aptas’ application/logical
Systems Administrators.


 


Aptas Deliverables with respect to these activities
will include the following:


 


•     
Setting up all necessary
development and testing (other than the Dex QA Environment) for the development
and testing of the DODS, and supporting Dex’s setting up of the QA Environment.
Also, documenting and detailing the appropriate set-up procedures for such
environment.


 


•     
Installing the DODS
components in the Dex QA Environment and the Dex Production Environment, and
documenting and detailing the installation procedures.


 


•     
Setting up the logical
parameters of the DODS to be used during development and testing.


 


•     
Appropriate packaging of
any portion or component of the DODS Software to be resident on Authorized User
client desktops and delivery of such package to the Authorized Users.


 


The activities of Dex in this area consist of the
following:


 


•     
Dex will provide the Dex
QA Environment and the Dex Production Environment.


 


2.2.6.      Existing Website Archival/Decommissioning


 


Aptas will cooperate with and support Dex’s
decommissioning and archiving the Existing Website in


 


27

















 


accordance with the direction of Dex, including
respecting periods of duplicate operation with the DODS.


 


3.            
DEPLOYMENT &
IMPLEMENTATION MANAGEMENT


 


3.1.         DODS TEAM


 


In a manner consistent with the requirements of Section 6 of Attachment A, Dex and Aptas will
jointly establish a deployment and implementation team (the “DODS Team”) that will be active throughout
the Development and Implementation Period, with participation by Aptas and Dex
(in areas where required).  Without limiting the foregoing, the DODS Team
members will be available throughout the Acceptance Tests period and will
participate on an as-needed basis in status meetings and will address issues
that require immediate attention.  Aptas representatives will be those
Aptas personnel who lead the efforts of the Development and Implementation Plan
assigned to Aptas and such individuals will further coordinate the tasks
assigned to Dex.


 


Aptas members of the DODS Team include:


 


•      Aptas CEO, CMO, and SVP Engineering and
Operations


•     
Aptas DODS Program
Manager(s)


•     
Aptas DODS Project
Manager


•     
The individual Aptas
personnel who are experts in the components of the DODS and the various
activities comprising the Development and Implementation Services, and who
function on a team leader or similar basis during the Development and
Implementation Period (each, a “Aptas Lead”).


 


Excluding the Aptas CEO, CMO, and SVP Engineering
and Operations, the Aptas members for the DODS Team will not include the
members of the FTEs identified as part of the Program Management Committee
described in Attachment A.


 


Aptas will use all reasonable and good faith efforts
to maintain each Aptas Lead on this project for the entire portion of the
Development and Implementation Period during which such Aptas Lead’s activity
is active.


 


The Dex members of the implementation team will be
the Dex Program Management Committee and any additional participants identified
by Dex.


 


The DODS Team members will meet on a regular basis
as appropriate to review the progress of the Pilot and Beta and support a
smooth DODS implementation.  Output from these sessions will include the
status of each implementation task, action items, open issues, and the output
outlined in Section 6 of Attachment A (if deemed appropriate by
Dex), which will all be tracked by the Aptas DODS Program Manager.  The
team will raise any issue that it deems appropriate to Aptas or Dex management
or operational personnel.  The Aptas DODS Program Manager will prepare and
distribute appropriate agenda and minutes for the DODS Team within five (5)
business days following any meeting and will arrange the logistics required for
a speedy resolution of the agenda and action items.


 


CHAPTER 4.       
PROJECT TIMELINE


 


4.1.        
Project Plan - Major
Development and Implementation Activity and Phases Timeline.


 


The following outline,
together with the activity descriptions in Section
5.2 below describes major Development and Implementation
Milestones required to be delivered by Aptas through its performance of the
Development and Implementation Services.  For purposes of this Work Order,
“delivery” shall mean completion
(including successful installation in the appropriate environment(s)) of the
particular item or


 


28














 


Deliverable, in a manner meeting applicable
requirements and Specifications.


 


	
  Project Plan Phases / 

  Activities

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  Pilot Destination Search

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Implement
  Pilot

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Conduct
  Consumer Testing and Provide Dex Stakeholder Access

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Evaluate
  Test Results

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DODS
  User Interface and Functionality Refinements

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Obtain
  Formal Technical and Sponsor Concurrence for DODS Feature Set

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  Project Plan Phases /

  Activities

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  Beta Destination Search

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Plan
  for Implementation

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Develop
  Hardware and Network Implementation Plans

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Define
  Environmental Controls (Security, Contingency, Planning)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Identify
  Beta Interfaces

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Design
  and Develop Beta Interfaces

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Build
  QA Environment

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Receive
  sample data feeds from Dex

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Develop
  Test Strategy and Plan; Define Test Cases

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Conduct
  Functional and Integration Testing

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Build
  Production Environment

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Develop
  documentation

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Conduct
  Performance 

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


29

















 


	
  Project Plan Phases /

  Activities

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  Testing

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Conduct
  User Acceptance Testing

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Train
  Authorized Users

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Obtain
  Formal Sponsor Concurrence

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Prepare
  for Beta Transition to Production

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Implement
  Beta

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Conduct
  Additional Consumer and Advertiser Research and/or Testing

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Reports
  About Site Usage and Advertiser Statistics

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Evaluate
  Results

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Continue
  DODS User Interface and Functionality Refinements

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Obtain
  Formal Concurrence for Feature Set for DODS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  Project Plan Phases / 

  Activities

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  DODS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Validate
  Business Requirements

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Business
  and Technical Requirements Definition

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Refined
  Assumptions, Constraints, Risk and Exclusions

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Create
  More Detailed Project Plan

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Develop
  the Conceptual Designs

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Design
  User Interfaces (Detailed Interaction Design)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


30

















 


	
  Project Plan Phases / 

  Activities

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  Create
  Asset Deployment Strategy Delivery Plan

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Conduct
  UI and Functionality Changes Walkthrough

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Prepare
  for Implementation

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Develop
  Test Strategy and Plan

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Design
  Software Modifications and Components

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Develop
  and Unit Test Software

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Write
  Documentation

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Build
  DODS in QA

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Functional
  and Integration Testing

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Performance
  Testing

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  User
  Acceptance Testing

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Train
  Authorized Users

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Obtain
  Formal Sponsor Concurrence

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Prepare
  for DODS Transition to Production

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Implement
  DODS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Decommission
  and Archive Existing Website

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  3/06

  	
   

  



 


CHAPTER 5.                   
PERFORMANCE OF
DEVELOPMENT AND IMPLEMENTATION SERVICES


 


5.1.                           
APTAS PROJECT
METHODOLOGY.


 


5.1.1.                 
Aptas’ Project
Methodology


 


In performing the Development and Implementation
Services, Aptas shall adhere principles defined by and consistent with the
Agile  Methodologies (www.agilemanifesto.org),
in all cases involving a team-oriented, iterative development process that
relies on continuous integration and communication to ensure a high level of
quality and adaptability.


 


Throughout its performance of Development and
Implementation Services, Aptas will provide and utilize processes and tools to
enable it to effectively perform the following:


 


31

















 


1.             
Clearly understand and
confirm Dex’s approval of requirements, all in accordance with the procedures
and methodology described below;


 


2.             
Prioritize and segment
requirements;


 


3.             
Understand what Aptas builds
addresses these requirements;


 


4.             
Ensure constant
communication across the team;


 


5.             
Allow Aptas to adapt to
changing requirements (functionality, time, cost);


 


6.             
Ensure a high level of
quality before going into testing (QA);


 


7.             
Continually report and
test quality throughout the development effort;


 


8.             
Provide a consistent and
repeatable build/install/test environment;


 


9.             
Ensure that defects found
throughout the cycle do not repeat in future cycles; and


 


10.       Provide accountability and traceability.


 


11.       Ongoing monitoring for significant areas of
usage and improvement.


 


In order to ensure its delivery of the Deliverables
and otherwise meets its obligations associated with the Development and
Implementation Services, Aptas shall provide and utilize appropriate tools and
processes and comply with the following:


 


1.             
In order to ensure that
the Aptas and Dex understand the requirements, Aptas will develop, for approval
by Dex, detailed functional specifications for the DODS (and Pilot and Beta)
including use cases and wire-frames to detail out each requirement. These will
be developed with the DODS Team (as defined in Section 3.1 above) and include input from a
cross-functional team including product marketing, product management,
customers, and the software architects.


 


2.             
In order to create
logically grouped and correctly sized iterations, the Aptas will coordinate
with Dex (through product managers (for priority) and the software architects
(for sizing)) to ensure agreement on what functionality should fall within
which iterations.


 


3.             
In order to ensure that
the DODS (and Pilot and Beta) meets Dex’s requirements, design specifications
shall be built as a collaborative effort among Aptas’ architects and provided
for approval to Dex, through design documents that expound upon the DODS
functional requirements to provide sequence diagrams and class diagrams as
well as additional detail that applies to the code-level.


 


4.             
In order to ensure
effective communications, Aptas shall loosely apply the concept of a scrum.
Twice weekly, or more often as required, the Aptas architects meet quickly to
identify any dependencies, roadblocks, progress, goals, and exceptions. The
outcome of these meetings will be reported to the teams (including Dex) in team
and other appropriate meetings. Team meetings occur informally and constantly,
as well as formally as provided in this Attachment.


 


5.             
In order to make assure
sufficient flexibility to effectively handle the change that is inevitable in
performance of the Development and Implementation Services, Aptas will follow
an iterative development methodology as described above. As appropriate, the
iterations will be kept short, so that not more than a single iteration shall
be impacted by the change. The iterations are traditionally six (6) week
iterations, but any may be of two (2) weeks longer or shorter
duration as defined at the beginning of the iteration as required by the scope
of such iteration.


 


32

















 


6.             
In order to ensure a high
level of quality and not rely on testing (QA) to be the sole owner and reporter
of quality, thorough Unit tests are developed throughout all iterations. The
unit-tests are executed as part of the nightly-build and all failing unit
tests are addressed with the highest importance. Code-coverage is analyzed
through the unit-test reports. Aptas will utilize latest strategies for testing
and code-coverage. Any areas lacking in unit-test coverage will have tests
created for them as a matter of high importance.


 


7.             
Through unit-test, Aptas
will determine low-level code test coverage. Additional quality checks will be
provided by a Continuous Integration (CI)  build
environment as code is modified and checked into source control. Any time
broken code is checked in, all applicable personnel are notified and the
responsible party addresses the problem with the highest urgency. As
part of the CI, Aptas will utilize the latest strategies for source
control.


 


8.             
Because of the nature of
iterative development, frequent builds will be put into regular testing (QA). In
order to do this effectively, an automated build process using Ant is
run by QA to check out the code, handle versioning, compile the code, deploy
the application, and execute the system test suite, and provide notification of
all parties is used.


 


9.             
In order to avoid the
cycle of finding and fixing a defect, only to have the same defect re-appear in
future cycles, all defects are translated into unit-tests. This ensures that
those defects are tested for continually, throughout the development cycle.


 


10.       In order to provide accountability, various
notification mechanisms are provided team-wide as system-state changes. For
example, if code does not compile, all members are notified by the CI and the
owner addresses the problem immediately. As QA builds are completed and
automated system tests are run, all team members are notified and any problems
found are addressed prior to the next build. Traceability from requirements,
through implementation, to test cases will be provided by one or more
appropriate tools to be selected by Aptas.


 


Aptas shall make such processes and tools available
to Dex as shall be appropriate during the period of Development and
Implementation Services to enable Dex to effectively support and monitor the
activities and performance of Aptas and perform its responsibilities
associated with the Development and Implementation Services.


 


5.1.2.                 
Aptas’ Project
Methodology – Process Steps.


 


Aptas’ project methodology involves the following
process steps. Aptas shall be primarily responsible for the activities involved
in each of these process steps, subject to the reasonable consultation with and
cooperation by Dex. To the extent impacting the Deliverables or Project Plan,
such activities shall be subject to the approval of Dex.


 


33

















 


	
  Process Steps

  	
   

  	
  Definition

  	
   

  	
  Deliverable

  
	
  Ideation

  	
   

  	
  1. Define the problem-solving and/or project
  objectives 

  2. Form an “ideal” vision of the system and/or project 

  3. Develop solution concepts to bring the system closer to ideal 

  4. Evaluate solution concepts and tackle subsequent tasks

  	
   

  	
  High level requirements document outlining the
  outcome of the Ideation Session.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Feasibility Analysis

  	
   

  	
  Review the feasibility of the ideas and concepts
  created during the Ideation phase.

  	
   

  	
  Feasibility Analysis Document

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Estimation

  	
   

  	
  Based on the feasibility analysis and functional
  requirements, provide a high level estimate of project timelines.

  	
   

  	
  High level project plan document.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Approval Board

  	
   

  	
  Program stakeholders sign off on project plan,
  including requirements documentation and project schedule.

  	
   

  	
  Project Plan, Requirements Document or Project
  Schedule may require revisions.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Staffing/Resourcing

  	
   

  	
  Adequately staff the project or provide a plan for
  staffing based on the project estimation step. Both Aptas and Dex will plan
  and staff in preparation for the project.

  	
   

  	
  Staff/Resources

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Design

  	
   

  	
  Create the characteristics of the system that are
  selected by the Development group in response to the requirements in the
  functional specifications document. These could consist of implementation
  related issues, such as decisions about what software units and logic to use
  to satisfy the requirements.

  	
   

  	
  Software Requirements Specification/Design
  Documents.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Development

  	
   

  	
  The process of coding the software based on the
  functional and design specifications. This will be an iterative process along
  with design and quality assurance. Joint development between Dex and Aptas
  may be required.

  	
   

  	
  Iterative builds delivered to QA group for the
  testing steps.

  



 


34

















 


	
  Process Steps

  	
   

  	
  Definition

  	
   

  	
  Deliverable

  
	
  Quality Assurance

  	
   

  	
  A planned and systematic pattern of actions
  necessary to provide confidence that management and technical planning and
  controls are adequate to the established functional and technical
  requirements. Joint process of quality assurance between Dex and Aptas
  may be required.

  

  * See QA Process Section*

  	
   

  	
  Documentation

   

  • Test Plan

   

  • Test Cases

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Readiness Review

  	
   

  	
  This is the final management checkpoint and
  approval stage before the product is deployed. The release readiness review
  results in a go/no-go decision about whether to deploy the release. If the
  decision is a go, the release moves to roll-out planning and preparations or
  is physically incorporated into the production environment. Otherwise, the
  deployment is postponed until the necessary improvements take place.

  	
   

  	
  Decision to deploy product or send back to
  Engineering for additional iterations.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Deployment/  Implementation

  	
   

  	
  Site is launched and ready for use by customers.

  	
   

  	
  Website

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tracking/Reporting

  	
   

  	
  Track and report on that the changes made to the
  site are performing properly.

  	
   

  	
  Logs and reports, existing or custom

  



 


5.1.3.                 
Project Management
Website.


 


Throughout the performance of the Development and
Implementation Services, Aptas will use the Project Management Website and
other tools as may be provided by Dex, in accordance with the direction
and procedures of Dex.


 


5.2.                           
PROJECT
PLAN - KEY PROJECT ACTIVITIES AND DELIVERABLES.


 


Key project activities and associated areas of
responsibility involved the development and implementation of the DODS are
described in the matrix set forth below. The “Primary
Responsible Party” as designated in the matrix below is the Party
responsible for leading the activities or the Party with the primary responsibilities
for the activity; nonetheless, the other Party may have responsibility to
cooperate and assist in performing the activity, as shall be specified in
further detail in the Project Plan as it is further developed and modified as
contemplated in Section 1.2.5
above. Work products shall be produced as interim documents, 


 


35

















 


and shall be used to develop the formal
Deliverables. Aptas shall make the work products available to Dex in a
work-in-progress state, as appropriate and as may be requested by Dex.


 


In addition to the foregoing, for the following
tables that list activities and Deliverables the following definitions apply
for the responsible party:


 


“Primary
Responsible Party”
means the designated party is responsible for the management, development,
quality and delivery of the deliverable following the agreed upon processes and
procedures. This includes coordinating with and obtaining contributions from
the Secondary Responsible Party as it relates to the completion of the
Deliverable. Certain specific secondary responsibilities are listed against Key
Project Activities, as applicable.


 


“Secondary
Responsible Party” means
the designated party shall be a contributor within the activities toward the
completion of the Deliverable, or creation of whole or part of the
Deliverables (as indicated). There may be a dependency on the Secondary
Responsible Party to complete tasks in order for the Deliverable itself to be
complete. If a Secondary Responsible Party is listed under responsibility, it
indicates that there is planned work effort that is anticipated by this party.


 


In all cases Dex retains the right to Accept all
Deliverables irregardless of its role being specified as either the Primary or
Secondary party. Consequently, it is expected that Aptas will involve Dex at
key decision points, for reviews and involvement in meetings, throughout the
Deliverable development process so that the best possible Deliverable is
created and the review and Acceptance of Deliverables can be achieved
expeditiously within specified and agreed to timelines.


 


	
  KEY PROJECT

  ACTIVITIES

  	
   

  	
  Deliverables*

  	
   

  	
  DELIVERABLE

  MILESTONE

  DATES (Date of

  completed

  delivery)

  	
   

  	
  PRIMARY
  AND

  SECONDARY

  RESPONSIBLE PARTY

  
	
  Pilot Destination Search

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  *1.

  	
   

  	
  Implement Pilot

  	
   

  	
  •

  	
  Web Application demonstrating
  baseline destination search functionality to conduct consumer surveys

  	
   

  	
  [***]

  	
   

  	
  Primary: Aptas

  
	
  2.

  	
   

  	
  Conduct Consumer and Provide Dex Stakeholder
  Access.

  	
   

  	
  •

  	
  Deployment of application to statistically
  significant set of consumers.

  	
   

  	
  [***]

  	
   

  	
  Primary: Aptas

  



 


36

















 


	
  KEY PROJECT

  ACTIVITIES

  	
   

  	
  Deliverables*

  	
   

  	
  DELIVERABLE

  MILESTONE

  DATES (Date of

  completed

  delivery)

  	
   

  	
  PRIMARY
  AND

  SECONDARY

  RESPONSIBLE PARTY

  
	
  Pilot Destination Search

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Evaluate Test Results

  	
   

  	
  •

  	
  Quantitative results for feature usage and
  consumer and advertiser value

  	
   

  	
  [***]

  	
   

  	
  Primary: Aptas  

  Secondary: Dex  

  •                 
  Assess test results,
  and identify required changes

  
	
  *4.

  	
   

  	
  DODS User Interface and
  Functionality Refinements

  	
   

  	
  •

  	
  Set of prioritized change orders
  for Beta and DODS

  	
   

  	
  [***]

  	
   

  	
  Primary: Aptas

  Secondary: Dex

  •                 
  Set
  priorities for change orders and define acceptable deployment requirements

  
	
  5.

  	
   

  	
  Obtain Formal Technical and Sponsor Concurrence
  for DODS Feature Set

  	
   

  	
  •

  	
  Acceptance of change orders for DODS

  	
   

  	
  [***]

  	
   

  	
  Primary: Aptas

  



 






*
Note:   Deliverables highlighted through bolding and/or asterisk
designation constitute Major Development and Implementation Milestone for the
indicated delivery date(s).


 


	
  KEY PROJECT

  ACTIVITIES

  	
   

  	
  Deliverables*

  	
   

  	
  DELIVERABLE

  MILESTONE

  DATES (Date of

  completed

  delivery)

  	
   

  	
  PRIMARY
  AND

  SECONDARY

  RESPONSIBLE PARTY

  
	
  Beta Destination Search

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  *1.

  	
   

  	
  Plan for Implementation

  a.             
  Define
  the implementation plan that specifically describes how the Beta Website will
  be transitioned into production (i.e., training, data conversion, switchover)

  	
   

  	
  •                 
  Production
  cut-over plan including roll back plan

  	
   

  	
  [***]

  	
   

  	
  Primary: Aptas

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


37

















 


	
  KEY PROJECT

  ACTIVITIES

  	
   

  	
  Deliverables*

  	
   

  	
  DELIVERABLE

  MILESTONE

  DATES (Date of

  completed

  delivery)

  	
   

  	
  PRIMARY
  AND

  SECONDARY

  RESPONSIBLE PARTY

  
	
  Beta Destination Search

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2

  	
   

  	
  Develop Hardware and Network Implementation Plans 

   

  a.             
  Provide logical design
  of application interfaces (between presentation layer, search, listing data,
  user profile) 

  b.             
  Provide memory, disk
  I/O, storage, and network requirements to Dex  

  c.              
  Provide and present
  technical solution including key 3rd party software components and
  dependencies 

  d.             
  Recommend hardware and
  network designs 

  e.              
  Review Dex hardware,
  network and storage designs  

  f.               
  Assist in risk
  assessment and mitigation strategies of chosen hardware and network design

  	
   

  	
  •                 
  Network Diagrams  

  •                 
  Hardware
  Specifications 

  •                 
  3rd Party
  License Requirements 

  •                 
  Risk Assessment
  Statement

  	
   

  	
  [***]

  	
   

  	
  Primary: Dex  

  Secondary: Aptas

  
	
  3

  	
   

  	
  Define Environmental Controls (Security,
  Contingency, Planning)

  	
   

  	
  •                 
  Develop the Beta
  Website security model – compile all security information into a
  comprehensive plan over the life of the development project.

  	
   

  	
  [***]

  	
   

  	
   

  
	
  4

  	
   

  	
  Identify Beta Interfaces 

  	
   

  	
  •                 
  Data flow 

  	
   

  	
  [***]

  	
   

  	
  Primary: Aptas

  



 


38

















 


	
  KEY PROJECT

  ACTIVITIES

  	
   

  	
  Deliverables*

  	
   

  	
  DELIVERABLE

  MILESTONE

  DATES (Date of

  completed

  delivery)

  	
   

  	
  PRIMARY
  AND

  SECONDARY

  RESPONSIBLE PARTY

  
	
  Beta Destination Search

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.             
  Package the Beta
  Website’s functions into subsystems and map the flow of data between them. 

  b.             
  Identify files and/or
  databases. 

  c.              
  Identify the media
  (screen, paper, electronic file, document, etc.) for each data flow.

  	
   

  	
                         
  diagrams

  	
   

  	
   

  	
   

  	
   

  
	
  5

  	
   

  	
  Design and Develop Beta Interfaces

  	
   

  	
  •                 
  Code

  	
   

  	
  [***]

  	
   

  	
   

  
	
  6

  	
   

  	
  Build QA Environment 

  

  a. Install hardware 

  

  b. OS hardware 

  

  c. Configure hardware 

  

  d. Load Aptas and 3rd party software

  	
   

  	
  •                 
  QA Ready Environment

  	
   

  	
  [***]

  	
   

  	
  Primary: Dex  

  Secondary: Aptas  

   

  •                 
  Assist in the
  installation and configuration of Aptas components and 3rd party
  components included as part of the Aptas design

  
	
  7

  	
   

  	
  Receive Sample Data Feeds from Dex 

   

  a. Produce data feeds in
  the agreed upon format and quantities of data  

  

  b. Support integration efforts

  	
   

  	
  •                 
  Data feeds

  	
   

  	
  [***]

  	
   

  	
  Primary: Aptas  

  Secondary: Dex  

  •

  
	
  8

  	
   

  	
  Develop Test Strategy and Plan; Define Test Cases 

   

  a.             
  Ensure that the test
  environment is ready for use 

   

  b.             
  Communicate scenarios
  to be tested 

  	
   

  	
  •                 
  Test strategy and plan 

  •                 
  Test objectives 

  •                 
  Levels of testing,
  including conceptual, functional, unit, System, integration, acceptance 

  	
   

  	
  [***]

  	
   

  	
  Primary: Aptas  

  Secondary: Dex  

  •                 
  Assist in the
  development of test strategy and plan and methods acceptable to test
  performance metrics

  



 


39

















 


	
  KEY PROJECT

  ACTIVITIES

  	
   

  	
  Deliverables*

  	
   

  	
  DELIVERABLE

  MILESTONE

  DATES (Date of

  completed

  delivery)

  	
   

  	
  PRIMARY
  AND

  SECONDARY

  RESPONSIBLE PARTY

  
	
  Beta Destination Search

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  to prevent gaps in
  delivering business requirements

  	
   

  	
  •                 
  Roles and
  responsibilities for testing

  	
   

  	
   

  	
   

  	
   

  
	
  9

  	
   

  	
  Conduct Functional and Integration Testing 

   

  a.             
  Conduct functional
  tests to ensure DODS achieves requirements 

   

  b.             
  Conduct end to end
  system tests to ensure the DODS achieves documented requirements

  	
   

  	
  •                 
  Functional test results
  

   

   

  •                 
  Test results 

   

  •                 
  Integration test
  results 

   

  •                 
  Prioritized list of
  change requests, issues, risks

  	
   

  	
  [***]

  	
   

  	
  Primary: Aptas  

  Secondary: Dex  

   

  •                 
  Review functional test
  scenarios  

  •                 
  Assist Aptas in the
  specification of test scenarios  

  •                 
  Review testing
  results  

  •                 
  Prioritize change
  requests  

  •                 
  Assist in issue
  resolution and risk mitigation  

  •                 
  Perform Dex
  aspects of integration tests  

  •                 
  Participant in
  performance testing

  
	
  10

  	
   

  	
  Build Production Environment 

   

  a.             
  Install hardware 

   

  b.             
  OS hardware 

   

  c.              
  Configure hardware 

   

  d.             
  Load Aptas and 3rd
  party software

  	
   

  	
  •                 
  Production Ready
  Environment

  	
   

  	
  [***]

  	
   

  	
  Primary: Dex  

  Secondary: Aptas  

   

  •                 
  Assist in the
  installation and configuration of Aptas components and 3rd party
  components included as part of the Aptas design

  
	
  11

  	
   

  	
  Develop Documentation 

   

  a. Write User Procedures, compile into User Manual

  	
   

  	
  •                 
  Technical Documentation

  	
   

  	
  [***]

  	
   

  	
  Primary: Aptas  

  Secondary: Dex  

   

  •                 
  Develop documentation
  necessary for the integration efforts which may include definition of
  data formats and files (listing databases, etc.)

  
	
  12

  	
   

  	
  Conduct Performance 

  	
   

  	
  •                 
  Performance test 

  	
   

  	
  [***]

  	
   

  	
  Primary: Aptas  

  



 


40

















 


	
  KEY PROJECT

  ACTIVITIES

  	
   

  	
  Deliverables*

  	
   

  	
  DELIVERABLE

  MILESTONE

  DATES (Date of

  completed

  delivery)

  	
   

  	
  PRIMARY
  AND

  SECONDARY

  RESPONSIBLE PARTY

  
	
  Beta Destination Search

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Testing 

   

  c.              
  Complete all scripted
  user scenarios 

   

  d.             
  Apply mixed and varying
  loads based on scripted user scenarios 

   

  e.              
  Define metrics to be
  measured 

   

  f.               
  Capture, analyze and
  make appropriate changes

  	
   

  	
  results 

   

  •                 
  Summary of findings

  	
   

  	
   

  	
   

  	
  Secondary: Dex  

   

  •                 
  Participate in the
  definition, and performance of all tests and in the analysis of test
  results  

   

  •                 
  Perform system
  tuning under the guidance of Aptas in order to alter observed performance
  behavior of the delivered software.

  
	
  13

  	
   

  	
  Conduct User Acceptance Testing 

   

  a.             
  Conduct acceptance
  tests to validate the DODS meets the documented requirements

  	
   

  	
  •                 
  Written approval by
  user acceptance authority

  	
   

  	
  [***]

  	
   

  	
  Primary: Dex  

  Secondary: Aptas  

  •                 
  Provide training for
  Acceptance Test Team 

  •                 
  Assist is
  trouble-shooting of any identified issues 

  •                 
  Supply at least 1
  test/development engineer to be present during acceptance testing with the
  Acceptance Test team in order to observe and document system behavior.

  
	
  14

  	
   

  	
  Train Authorized Users 

   

  a.             
  Train the Authorized
  Users as agreed to by Aptas and the Dex Governance Team 

   

  b.             
  Ensure that all
  Authorized Users are able to use the DODS

  	
   

  	
  •                 
  Training Materials (end
  user, administrative, operational) 

   

  •                 
  Trained Authorized
  Users (end user, administrative, operational) 

  	
   

  	
  [***]

  	
   

  	
  Primary: Aptas  

  Secondary: Dex  

  •                 
  Participate in
  training  

  •                 
  Train additional Dex
  staff that required knowledge, but could not practically be present in
  training provided by Aptas

  



 


41

















 


	
  KEY PROJECT

  ACTIVITIES

  	
   

  	
  Deliverables*

  	
   

  	
  DELIVERABLE

  MILESTONE

  DATES (Date of

  completed

  delivery)

  	
   

  	
  PRIMARY
  AND

  SECONDARY

  RESPONSIBLE PARTY

  
	
  Beta Destination Search

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  •                 
  Prioritized requests,
  issues, risks

  	
   

  	
   

  	
   

  	
   

  
	
  15

  	
   

  	
  Obtain Formal Sponsor Concurrence 

  

  Decision point for the Governance Team: 

   

  a.             
  For approval of the
  work completed 

  b.             
  Develop issue
  correction plan to address any issues that were found during acceptance
  testing but were not corrected

  	
   

  	
  •                 
  Software accepted

  	
   

  	
  [***]

  	
   

  	
  Primary: Aptas  

  Secondary: Dex  

   

  •                 
  Review acceptance test
  results, outstanding issues, corrective maintenance plans, and risk 

   

  •                 
  Accept or reject
  software deliverable.

  
	
  16

  	
   

  	
  Prepare for Beta Transition to Production 

   

  a.             
  Ensure that the
  production environment (including operations personnel and support staff) is
  prepared for the start of production. 

  b.             
  Install required new
  equipment, software, and communications systems. 

  c.              
  Perform any
  necessary data conversion/porting

  	
   

  	
  •                 
  Implementation
  schedule 

   

  •                 
  Operations schedule

  	
   

  	
  [***]

  	
   

  	
  Primary: Aptas  

  Secondary: Dex  

   

  •                 
  Assist in production
  modification tasks as it relates to installation, tuning and other system and
  operational activities

  
	
  *17

  	
   

  	
  Implement Beta  

   

  a.             
  Move
  Beta into production use

   

  b.             
  Performance
  tune 

  	
   

  	
  •                 
  Beta
  in full production

  	
   

  	
  [***]

  	
   

  	
  Primary: Aptas  

  Secondary: Dex  

  •                 
  Perform system
  configuration required 

  •                 
  Assist
  in performance 

  



 


42

















 


	
  KEY PROJECT

  ACTIVITIES

  	
   

  	
  Deliverables*

  	
   

  	
  DELIVERABLE

  MILESTONE

  DATES (Date of

  completed

  delivery)

  	
   

  	
  PRIMARY
  AND

  SECONDARY

  RESPONSIBLE PARTY

  
	
  Beta Destination Search

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  as
  necessary

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  tuning

  
	
  18

  	
   

  	
  Conduct Additional Consumer and Advertiser
  Research and/or Testing.

  	
   

  	
  •                 
  Deployment of research
  to assess consumer and advertiser value

  	
   

  	
  [***]

  	
   

  	
  Primary: Aptas

  
	
  19

  	
   

  	
  Reports About Site Usage and Advertiser Statistics

  	
   

  	
  •                 
  Reports of actual site
  usage and correlation to Dex revenue structure. 

   

  •                 
  Reports correlating to
  Dex’s revenue structure, based on search logs from DOE

  	
   

  	
  [***]

  	
   

  	
  Primary: Aptas

  
	
  20

  	
   

  	
  Evaluate Results

  	
   

  	
  •                 
  Quantitative results
  for feature usage, consumer and advertiser value, and correlation to Dex
  revenue structure

  	
   

  	
  [***]

  	
   

  	
  Primary: Aptas  

  Secondary: Dex  

  •                 
  Assess test results,
  and identify required changes.

  
	
  21

  	
   

  	
  Continue DODS User Interface and Functionality
  Refinements

  	
   

  	
  •                 
  Set of prioritized
  change orders for DODS

  	
   

  	
  [***]

  	
   

  	
  Secondary: Dex  

  •                 
  Set priorities for
  change orders and define acceptable deployment requirements

  
	
  22

  	
   

  	
  Obtain Formal Concurrence for Feature Set for DODS

  	
   

  	
  •                 
  Acceptance of change
  orders for DODS

  	
   

  	
  [***]

  	
   

  	
  Primary: Aptas

  



 






*
Note:   Deliverables highlighted through bolding and/or asterisk
designation constitute Major Development and Implementation Milestone for the
indicated delivery date(s).


 


43

















 


	
  KEY PROJECT

  ACTIVITIES

  	
   

  	
  Deliverables*

  	
   

  	
  DELIVERABLE

  MILESTONE

  DATES (Date of

  completed

  delivery)

  	
   

  	
  PRIMARY
  AND

  SECONDARY RESPONSIBLE

  PARTY

  
	
  DODS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  *1.

  	
   

  	
  Validate Business Requirements

  	
   

  	
  •                 
  Prioritized
  list of high level business requirements. Items will be identified as high
  and medium. 

  •                 
  High
  are those requirements that must be implemented in Pilot. 

  •                 
  Medium
  are those requirements that must be implemented in the Beta Destination
  Search 

  •                 
  Low
  are those requirements that must be implemented in the implementation of the
  DODS.

  	
   

  	
  [***]

  	
   

  	
  Primary: Dex  

  Secondary: Aptas

  
	
  2.

  	
   

  	
  Business and Technical Requirements Definition

  	
   

  	
  •                 
  DODS context diagram 

  •                 
  Business rules by
  functional area 

  •                 
  Business use case
  diagram Glossary

  	
   

  	
  [***]

  	
   

  	
  Primary: Aptas  

  Secondary: Dex  

  •                 
  Assist by providing
  information as required by Aptas 

  •                 
  Review deliverables

  
	
  3.

  	
   

  	
  Refined Assumptions, Constraints, Risk, and
  Exclusions

  	
   

  	
  •                 
  High level
  architectural decisions.

  	
   

  	
  [***]

  	
   

  	
  Primary: Aptas

  
	
  4.

  	
   

  	
  Create more detailed Project Plan

  	
   

  	
  •                 
  Refined high level
  Project Plan and resource requirements

  	
   

  	
  [***]

  	
   

  	
  Primary: Aptas

  
	
   

  	
   

  	
  Develop the Conceptual 

  	
   

  	
  •                 
  Additional 

  	
   

  	
  [***]

  	
   

  	
  Primary: Aptas

  



 


44














 


	
  KEY PROJECT

  ACTIVITIES

  	
   

  	
  Deliverables*

  	
   

  	
  DELIVERABLE

  MILESTONE

  DATES (Date of

  completed

  delivery)

  	
   

  	
  PRIMARY
  AND

  SECONDARY RESPONSIBLE

  PARTY

  
	
  DODS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Designs 

   

  a.             
  Identify best practices
  for the DODS being developed 

  b.             
  Define the DODS basic
  functionality and information exchanges 

  c.              
  Identify the inputs,
  outputs, and triggers for each DODS function

  	
   

  	
  Interfaces for the DODS 

   

  •                 
  DODS use cases

  	
   

  	
  [***]

  	
   

  	
   

  
	
  6.

  	
   

  	
  Design User Interfaces (Detailed Interaction
  Design) 

   

  a.             
  Storyboard Interfaces
  to describe basic flow of the screens and scenarios 

  b.             
  Create prototypes with
  sample screens and basic functionality for customer input. 

  c.              
  Consumer and Advertiser
  Testing needed, as well as evaluation and integration of these findings.

  	
   

  	
  •                 
  Screen designs 

   

  •                 
  Form designs 

   

  •                 
  Report designs 

   

  •                 
  Navigational design 

   

  •                 
  HTML

  	
   

  	
  [***]

  	
   

  	
  Primary: Aptas

  
	
  7.

  	
   

  	
  Create Asset Deployment Strategy Product Delivery
  Plan 

   

  a.             
  Identify the processes
  required to deploy functionality

  	
   

  	
  •                 
  Asset deployment plan 

   

  •                 
  Asset delivery plan 

   

  •                 
  Deployment strategy 

   

  •                 
  Release strategy

  	
   

  	
  [***]

  	
   

  	
  Primary: Aptas  

  Secondary: Dex  

  •                 
  Provide cross
  organizational support for release coordination

  
	
  8.

  	
   

  	
  Conduct UI and Functionality 

  	
   

  	
  •     Prioritized list of issues, 

  	
   

  	
  [***]

  	
   

  	
  Primary: Aptas

  Secondary: Dex 

  



 


45

















 


	
  KEY PROJECT

  ACTIVITIES

  	
   

  	
  Deliverables*

  	
   

  	
  DELIVERABLE

  MILESTONE

  DATES (Date of

  completed

  delivery)

  	
   

  	
  PRIMARY
  AND

  SECONDARY RESPONSIBLE

  PARTY

  
	
  DODS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Walkthrough 

   

  a.             
  Ensure that the various
  aspects of the design fulfill the requirements and comply with standards and
  reference architecture.

  	
   

  	
  resolutions, changes, etc 

   

  •                 
  Sign-off(s) indicating
  concurrence

  	
   

  	
   

  	
   

  	
  •                 
  Provide standards
  required  

  •                 
  Review designs

  
	
  9.

  	
   

  	
  Prepare for Implementation 

   

  b.             
  Define the
  implementation plan that specifically describes how the DODS Website will be
  transitioned into production (i.e., training, data conversion, switchover) 

  c.              
  Develop the DODS
  Website security model – compile all security information into a
  comprehensive plan over the life of the development project.

  	
   

  	
  •                 
  Production cut-over
  plan including roll back plan 

   

  •                 
  Application security
  model

  	
   

  	
  [***]

  	
   

  	
  Primary: Aptas

  
	
  10.

  	
   

  	
  Develop Test Strategy and Plan 

   

  c.              
  Define test cases
  (started early so that during the development of the use case the each test
  case is being defined). 

  d.             
  Ensure that the test
  environment is ready for use 

  e.              
  Communicate scenarios
  to be tested to prevent gaps in 

  	
   

  	
  •                 
  Test strategy and plan 

  •                 
  Test objectives 

  •                 
  Levels of testing,
  including conceptual, functional, unit, System, integration acceptance 

  •                 
  Roles and
  responsibilities for testing

  	
   

  	
  [***]

  	
   

  	
  Primary: Aptas  

  Secondary: Dex  

  •                 
  Assist in the
  development of test strategy and plan

  



 


46

















 


	
  KEY PROJECT

  ACTIVITIES

  	
   

  	
  Deliverables*

  	
   

  	
  DELIVERABLE

  MILESTONE

  DATES (Date of

  completed

  delivery)

  	
   

  	
  PRIMARY
  AND

  SECONDARY RESPONSIBLE

  PARTY

  
	
  DODS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  delivering business
  requirements

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11.

  	
   

  	
  Design Software Modification and Components

  	
   

  	
  •                 
  Data Flows 

   

  •                 
  Design Specifications

  	
   

  	
  [***]

  	
   

  	
  Primary: Aptas

  
	
  12.

  	
   

  	
  Develop and Unit Test Software

  	
   

  	
  •                 
  Handoff of software to
  QA

  	
   

  	
  [***]

  	
   

  	
  Primary: Aptas

  
	
  13.

  	
   

  	
  Write Documentation 

   

  a.             
  Write user procedures,
  compile into user manual

  	
   

  	
  •                 
  Organized and
  accessible work products (e.g. team room, etc.) 

   

  •                 
  Organized and
  accessible “how to” training documentation material for Dex personnel and Dex
  designated third parties

  	
   

  	
  [***]

  	
   

  	
  Primary: Aptas

  
	
  14.

  	
   

  	
  Build DODS in QA 

   

  a.             
  Develop program code
  and perform unit tests.

  b.             
  Build user interfaces

  	
   

  	
  •                 
  Application(s)
  including code assets, scripts, processes, schemas, etc. ready for test

  	
   

  	
  [***]

  	
   

  	
  Primary: Aptas

  
	
  15.

  	
   

  	
  Functional and Integration Testing 

   

  a.             
  Conduct functional
  tests to ensure DODS achieves requirements 

  b.             
  Conduct end to end 

  	
   

  	
  •                 
  Functional test results
  

   

  •                 
  Test results 

   

  •                 
  Integration test
  results 

   

  •                 
  Prioritized list of 

  	
   

  	
  [***]

  	
   

  	
  Primary: Aptas  

  Secondary: Dex  

  •                 
  Review functional test
  scenarios  

  •                 
  Assist Aptas in the
  specification of test scenarios  

  •                 
  Review testing
  results  

  



 


47

















 


	
  KEY PROJECT

  ACTIVITIES

  	
   

  	
  Deliverables*

  	
   

  	
  DELIVERABLE

  MILESTONE

  DATES (Date of

  completed

  delivery)

  	
   

  	
  PRIMARY
  AND

  SECONDARY RESPONSIBLE

  PARTY

  
	
  DODS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  system tests to ensure the
  DODS achieves documented requirements

  	
   

  	
  change requests, issues,
  risks

  	
   

  	
   

  	
   

  	
  •                 
  Prioritize change
  requests  

  •                 
  Assist in issue
  resolution and risk mitigation  

  •                 
  Perform Dex
  aspects of integration tests 

  •                 
  Participant in
  performance testing

  
	
  16.

  	
   

  	
  Performance Testing 

   

  a.             
  Complete all scripted
  user scenarios 

   

  b.             
  Apply mixed and varying
  loads based on scripted user scenarios 

   

  c.              
  Define metrics to be
  measured 

   

  d.             
  Capture, analyze and
  make appropriate changes

  	
   

  	
  •                 
  Performance test
  results 

   

  •                 
  Summary of findings

  	
   

  	
  [***]

  	
   

  	
  Primary: Aptas  

  Secondary: Dex  

  •                 
  Participate in the
  definition, and performance of all tests and in the analysis of test
  results  

  •                 
  Perform system
  tuning under the guidance of Aptas in order to alter observed performance
  behavior of the delivered software.

  
	
  17.

  	
   

  	
  User Acceptance Testing 

   

  a.             
  Conduct acceptance
  tests to validate the DODS meets the documented requirements

  	
   

  	
  •                 
  Written approval by
  user acceptance authority

  	
   

  	
  [***]

  	
   

  	
  Primary: Dex  

  Secondary: Aptas  

  •                 
  Provide training for
  Acceptance Test Team 

  •                 
  Assist is
  trouble-shooting of any identified issues  

  •                 
  Supply at least 1
  test/development engineer to be present during acceptance testing with the
  Acceptance Test team in order to observe and document system behavior.

  
	
  18

  	
   

  	
  Train Authorized Users 

   

  a.             
  Train the Authorized
  Users as agreed to by Aptas and the Dex 

  	
   

  	
  •                 
  Trained Authorized
  Users

  •                 
  Prioritized requests,
  issues,

  	
   

  	
  [***]

  	
   

  	
  Primary: Aptas  

  Secondary: Dex  

  •                 
  Participate in
  training  

  •                 
  Train additional Dex
  staff 

  



 


48

















 


	
  KEY PROJECT

  ACTIVITIES

  	
   

  	
  Deliverables*

  	
   

  	
  DELIVERABLE

  MILESTONE

  DATES (Date of

  completed

  delivery)

  	
   

  	
  PRIMARY
  AND

  SECONDARY RESPONSIBLE

  PARTY

  
	
  DODS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Governance Team 

  b.             
  Ensure that all
  Authorized Users are able to use the DODS

  	
   

  	
  risks

  	
   

  	
   

  	
   

  	
  that required knowledge,
  but could not practically be present in training provided by Aptas

  
	
  19.

  	
   

  	
  Obtain Formal Sponsor Concurrence 

   

  Decision point for the Governance Team: 

   

  a.             
  For approval of the
  work completed 

  b.             
  Develop issue
  correction plan to address any issues that were found during acceptance
  testing but were not corrected

  	
   

  	
  •                  
   Software 

          accepted

  	
   

  	
  [***]

  	
   

  	
  Primary: Aptas  

  Secondary: Dex  

  •                 
  Review acceptance test
  results, outstanding issues, corrective maintenance plans, and risk  

  •                 
  Accept or reject
  software deliverable.

  
	
  20.

  	
   

  	
  Prepare for DODS Transition to Production 

   

  a.             
  Ensure that the
  production environment (including operations personnel and support staff) is
  prepared for the start of production. 

  b.             
  Install required new
  equipment, software, and communications systems. 

  c.              
  Perform any
  necessary data conversion/porting

  	
   

  	
  •                 
  Implementation
  schedule 

   

  •                 
  Operations schedule

  	
   

  	
  [***]

  	
   

  	
  Primary: Aptas  

  Secondary: Dex  

  •                 
  Assist in production
  modification tasks as it relates to installation, tuning and other system and
  operational activities

  
	
  *21.

  	
   

  	
  Implement DODS  

   

  a.             
  Move
  DODS into production use 
  

   

  b.             
  Performance
  tune as necessary

  	
   

  	
  •                 
  DODS
  in full production

  	
   

  	
  [***]

  	
   

  	
  Primary: Aptas  

  Secondary: Dex  

  •                 
  Perform system
  configuration required 
  

  •                 
  Assist
  in performance tuning

  



 


49

















 


	
  KEY PROJECT

  ACTIVITIES

  	
   

  	
  Deliverables*

  	
   

  	
  DELIVERABLE

  MILESTONE

  DATES (Date of

  completed

  delivery)

  	
   

  	
  PRIMARY
  AND

  SECONDARY RESPONSIBLE

  PARTY

  
	
  DODS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  22.

  	
   

  	
  Decommission and Archive Existing Website

  	
   

  	
  •

  	
   

  	
  [***]

  	
   

  	
  Primary: Dex

  



 






*
Note:   Deliverables highlighted through bolding and/or asterisk
designation constitute Major Development and Implementation Milestone for the
indicated delivery date(s).


 


CHAPTER 6.                   
WARRANTY


 


Aptas warrants that the DODS
will be free from material errors in operation and performance, will comply
with the documentation and the Specifications in all material respects and will
provide the functions and features and operate in the manner described in this
Attachment. Aptas shall expeditiously remedy any breach of this warranty at
Aptas’ sole cost and expense.


 


50

















 


Attachment
B – Exhibit 1


Pilot
Description


 


This is Exhibit 1
to Attachment B to Work
Order Number Two (the “Work Order”)
to the Professional Services and License Agreement dated June 27, 2003 by
and between Dex and Aptas (the “Agreement”)
and is made a part thereof by reference. Capitalized terms not otherwise
defined in this Exhibit shall have the meanings given them in the
Agreement.


 


The Pilot shall be as described in and in connection
with the Proposal.


 


Proprietary and Confidential information of AMDOCS
Ltd.


 

















 


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


 


Dex – Aptas


 


 


Work Order
Number Two


 


Attachment
C


 


 


Transition
Services and Termination for

Convenience Charges


 


 


Dex Proprietary Information


Work Order No. 2,
Attachment C


 

















 


Table of
Contents


 


	
  1.

  	
   

  	
  General

  	
  2

  
	
  2.

  	
   

  	
  Termination Assistance
  Plan

  	
  2

  
	
  3.

  	
   

  	
  Specific Transition
  SERVICES

  	
  2

  
	
   

  	
  3.1.

  	
   

  	
  General Support

  	
  2

  
	
   

  	
  3.2.

  	
   

  	
  Knowledge Transfer

  	
  2

  
	
   

  	
   

  	
  3.2.1.

  	
  Information Regarding
  Services

  	
  2

  
	
   

  	
   

  	
  3.2.2.

  	
  Information Regarding
  Equipment, Software

  	
  3

  
	
   

  	
   

  	
  3.2.3.

  	
  Operational Information –
  Change Process and Operations Procedures

  	
  3

  
	
   

  	
   

  	
  3.2.4.

  	
  Access to Personnel

  	
  3

  
	
   

  	
   

  	
  3.2.5.

  	
  Applicable Laws

  	
  3

  
	
   

  	
  3.3.

  	
   

  	
  Transfer of Resources

  	
  3

  
	
   

  	
   

  	
  3.3.1.

  	
  Third Party Services

  	
  3

  
	
   

  	
   

  	
  3.3.2.

  	
  Equipment and Software
  Listings

  	
  3

  
	
   

  	
   

  	
  3.3.3.

  	
  Tax Minimization

  	
  3

  
	
   

  	
   

  	
  3.3.4.

  	
  Assignment of Software and
  Contracts

  	
  3

  
	
   

  	
  3.4.

  	
   

  	
  Operational Transfer

  	
  3

  
	
   

  	
   

  	
  3.4.1.

  	
  Code and Documentation

  	
  4

  
	
   

  	
   

  	
  3.4.2.

  	
  Source Materials

  	
  4

  
	
   

  	
   

  	
  3.4.3.

  	
  Operational Information

  	
  4

  
	
   

  	
   

  	
  3.4.4.

  	
  Information Regarding
  Alternative Sources

  	
  4

  
	
   

  	
   

  	
  3.4.5.

  	
  Project Transition

  	
  4

  
	
   

  	
   

  	
  3.4.6.

  	
  Documenting and Delivering
  Dex Data

  	
  4

  
	
   

  	
   

  	
  3.4.7.

  	
  Physical and Logical
  Security

  	
  4

  
	
   

  	
   

  	
  3.4.8.

  	
  Third Party Notifications

  	
  4

  
	
   

  	
   

  	
  3.4.9.

  	
  Return of Dex Property

  	
  4

  
	
   

  	
   

  	
  3.4.10.

  	
  Additional Assistance

  	
  5

  
	
   

  	
  3.5.

  	
   

  	
  Organizational Transfer

  	
  5

  
	
   

  	
   

  	
  3.5.1.

  	
  Organizational Chart

  	
  5

  
	
   

  	
   

  	
  3.5.2.

  	
  Description of Position
  and Resource Requirements

  	
  5

  
	
  4.

  	
   

  	
  performance of Termination
  Assistance Services and Charges

  	
  5

  
	
   

  	
  4.1.

  	
   

  	
  Firm commitment and PERFORMANCE

  	
  5

  
	
   

  	
  4.2.

  	
   

  	
  Performance

  	
  5

  
	
   

  	
  4.3.

  	
   

  	
  Rates and charges for provision of transition services

  	
  5

  
	
  5.

  	
   

  	
  Termination related
  charges

  	
  6

  
	
   

  	
  5.1.

  	
   

  	
  Post-Expiration Charges for Continuing Use of Aptas Owned Materials
  (No Termination for 

  	
  6

  
	
   

  	
  Convenience)

  	
   

  
	
   

  	
   

  	
  5.1.1.

  	
  OTQ Wind-Down Charge for 2 Calendar Years

  	
  6

  
	
   

  	
   

  	
  5.1.2.

  	
  Right to and Charges for
  Updates to Aptas Owned Materials during the First Calendar Year and

  	
  6

  
	
   

  	
  the Second Calendar Year

  	
   

  
	
   

  	
  5.2.

  	
   

  	
  Termination For convenience and Related Charges

  	
  7

  
	
   

  	
   

  	
  5.2.1.

  	
  Termination for
  Convenience Without Continuing Use of Aptas Owned Materials for DODS.

  	
  7

  
	
   

  	
   

  	
  5.2.2.

  	
  Termination for
  Convenience Charges With Continuing Use of Aptas Owned Materials.

  	
  8

  
	
   

  	
   

  	
  5.2.3.

  	
  Reduction for any Moon
  Valley Fees Payable by Dex.

  	
  9

  
	
   

  	
  5.3.

  	
   

  	
  5.3.Aggregate Cap on Total Work Order Charges in event of Termination
  for Convenience OR 

  	
  9

  
	
   

  	
  Expiration

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


i

















 


WORK ORDER
NUMBER TWO


 


ATTACHMENT
C


 


DEVELOPMENT
AND IMPLEMENTATION SERVICES


 


This is Attachment
C to Work Order Number Two (the “Work Order”) to the Professional Services and License
Agreement, dated June 27, 2003 by and between Dex and Aptas (the “Agreement”). Capitalized terms not
otherwise defined in this Attachment shall have the meanings given them or
provided for in the Work Order.


 


1.                                     
GENERAL


 


This Attachment provides for
the transfer of the control and responsibility for the Services, including the
Existing Website or DODS, as applicable, to Dex and/or Dex’s designee(s). The
Transition Services shall include, as requested by Dex, the Services, functions
and responsibilities set forth in this Attachment, as well as those set forth
in Section 4.4 of the
Agreement and shall be performed in a manner that will not interfere with the
operation of the Existing Website or the DODS, as applicable.


 


2.                                     
TERMINATION
ASSISTANCE PLAN


 


Aptas will assist Dex in the development of a plan
for the transition of the Services, including the Existing Website or DODS, as
applicable, from Aptas to Dex or its designee(s) in accordance with the
provisions of Section 4.7
of the Agreement.


 


3.                                     
SPECIFIC
TRANSITION SERVICES


 


3.1                       
GENERAL
SUPPORT


 


As directed by Dex, Aptas shall perform general
support and other activities as set forth in Section 4.7 of the Agreement.


 


3.2                       
KNOWLEDGE
TRANSFER


 


Aptas will provide for a transfer of knowledge
regarding the Services, including the Existing Website or DODS, as applicable,
and related topics so as to facilitate the provision of the Services by Dex or
its designee(s), including the continued operation of the Existing Website or
DODS, as applicable. This knowledge transfer shall include:


 


3.2.1                    
Information Regarding
Services


 


Supplying information
regarding the Services and the Existing Website and DODS, as applicable, as
necessary to implement the transition plan, and providing such information
regarding Services as reasonably necessary for Dex or its designee(s) to assume
responsibility for continued performance of Services in an orderly manner so as
to minimize disruption in the operations the Existing Website or DODS, as
applicable, including (i) relevant documentation; and (ii) key
support contacts (names, business phone numbers, fax numbers, e-mail addresses
and business postal addresses) of Dex, third party personnel and personnel
performing the Services during the transition from Aptas to Dex or its
designee(s).


 

















 


3.2.2.                 
Information Regarding
Equipment, Software


 


Supplying information
concerning equipment, software, types and skills of personnel, third parties,
and other resources used by Aptas to provide Services, including operation and
maintenance of the Existing Website or DODS, as applicable, as may be
reasonably necessary for Dex or its designee(s) to assume responsibility for
the Services.


 


3.2.3.                 
Operational
Information – Change Process and Operations Procedures


 


Explaining the change
control procedures, change management process, problem management process,
procedures, reports and other standards and procedures associated with the
operation and maintenance of the Existing Website or DODS, as applicable, to
Dex’s or its designee(s)’s operations staff.


 


3.2.4                    
Access to Personnel


 


Providing reasonable access,
coordinated through Aptas’ Program Manager, in person and by telephone to
personnel (including subcontractors) through the end of the period of provision
of Transition Services, including any personnel involved in performing the
Services during the twelve (12) months preceding Aptas’ receipt of the notice
of termination or non-renewal.


 


3.2.5                    
Applicable Laws


 


Explaining the extent and nature
of the impact on the Services of applicable laws, rules or regulations as
they relate to the providing of the Services.


 


3.3.                    
TRANSFER
OF RESOURCES


 


Aptas shall provide all reasonable assistance
required for the transfer to Dex or its designee(s) of the resources
(equipment, software and third party agreements) to which Dex is entitled under
the Agreement. Such assistance shall include at a minimum:


 


3.3.1.                 
Third Party Services


 


Identifying any third party
services which are required by Dex or its designee(s) to perform the
Services, and to which Dex is entitled under Section 4.7.6 of the Agreement.


 


3.3.2.                 
Equipment and
Software Listings


 


Providing a list of assets
for equipment and software owned or licensed by Aptas, its subcontractors,
and/or Dex, including those which are required by Dex or its designee(s) to
perform the Services and to which Dex is entitled under Section 4.7 of the Agreement and Sections 5.3 and 14.4 of the Work Order.


 


3.3.3.                 
Tax Minimization


 


Working with Dex or its
designee(s) to minimize or eliminate any potential taxes that might be incurred
as a result of any transfers, including of equipment pursuant to Section 4.7.5 of the Agreement.


 


3.3.4.                 
Assignment of
Software and Contracts


 


Performing functions
required to effect the assignment of equipment, software and third party
contracts, which are required by Dex or its designee(s) to perform the
Services, and to which Dex is entitled under Section 4.7 of the Agreement and Sections 5.3 and 14.4 of the Work Order, including
executing legal documents.


 


3

















 


3.4.                    
OPERATIONAL
TRANSFER


 


Aptas shall perform all activities requested by
Dex pursuant to Section 4.7
of the Agreement to effect a smooth transfer of operational responsibility for
the Services, including the Existing Website and the DODS, as applicable. This
shall include:


 


3.4.1.                 
Code and Documentation


 


Providing to Dex or its
designee(s), machine-readable Code (to the extent Dex is entitled thereto),
along with run Documentation and other information necessary to provide the
Services.


 


3.4.2.                 
Source Materials


 


To the extent used to
provide the Services, documenting and delivering source materials to which Dex
is entitled under the Agreement, together with object libraries and reference
files.


 


3.4.3.                 
Operational
Information


 


To the extent applicable and
available, delivering support profiles, enhancement logs, problem
tracking/resolution documentation, and status reports associated with the
Existing Website and DODS, as applicable, and the Services.


 


3.4.4.                 
Information Regarding
Alternative Sources


 


Providing assistance in
identifying alternate sources of resources, including experienced labor
resources knowledgeable about the Services and the Existing Website and DODS,
as applicable.


 


3.4.5.                 
Project Transition


 


Providing for the orderly
hand-off of any ongoing projects or other activities, including a listing of
current and planned projects, as well as all equipment ordered or in process,
and eligible to be purchased by Dex in accordance with Section 4.7.5 of the Agreement.
With respect to any such on-going project, document current status, stabilize
for continuity during transfer, and provide reasonable training to achieve
transfer of responsibility without loss of momentum. In addition to the
foregoing, to the extent directed by Dex, Aptas will freeze all Changes in and
to the Services and the Existing Website or DODS, as applicable.


 


3.4.6                    
Documenting and
Delivering Dex Data


 


Documenting and delivering
to Dex all Dex Data possessed by Aptas in the form and format reasonably
requested by Dex.


 


3.4.7                    
Physical and Logical
Security


 


Documenting ownership and
access levels for all passwords maintained by Aptas or in Aptas’ possession,
and instructing Dex or its designee(s) in the use and operation of security
controls related to the Services and the Existing Website and DODS, as
applicable.


 


3.4.8                    
Third Party
Notifications


 


To the extent necessary and
convenient to the transitioning of the Services to Dex and/or its designee(s),
providing and coordinating reasonable assistance to Dex in notifying relevant
third parties of the procedures to be followed prior to, during, and after the
transition.


 


3.4.9                    
Return of Dex
Property


 


Returning to Dex any
remaining property of Dex in Aptas’ possession or under Aptas’ control,
including any remaining reports, Dex Data, Dex Owned Materials, Materials in
which Dex otherwise has rights under the Agreement beyond the period of
provision of Services and other proprietary information of Dex.


 


4

















 


3.4.10             
Additional Assistance


 


After the completion of the
transition, providing additional assistance as reasonably requested by Dex to
assure continuity of operations.


 


3.5.                    
ORGANIZATIONAL
TRANSFER


 


Aptas shall provide
reasonable assistance required to transfer and organizational procedures
developed during the performance of the Services which are specific to the
support of Dex or otherwise required to perform the Services, including in
connection with any efforts by Dex at hiring, as contemplated in Section 4.7.4 of the Agreement.
Notwithstanding the prior sentence, this shall include:


 


3.5.1.                 
Organizational Chart


 


Providing a current account
organizational chart by individual personnel (including of subcontractors)
performing any of the Services, together with such related information as Dex
may reasonably require.


 


3.5.2.                 
Description of
Position and Resource Requirements


 


Providing a listing of the
then-current positions and the approximate amount of time (FTEs) spent to
provide the Services. Further, Aptas will assist Dex in identifying any
then-current or anticipated personnel resource requirements.


 


CHAPTER CHAPTER 4. PERFORMANCE OF TERMINATION ASSISTANCE
SERVICES AND CHARGES


 


4.1.                    
FIRM
COMMITMENT AND PERFORMANCE


 


Aptas shall provide
Transition Services to Dex, or their designee(s), regardless of the reason for
the expiration or termination of the Agreement; provided, if the Agreement is
terminated by Aptas under Section 4.4
of the Agreement for failure to pay undisputed amounts, Aptas may require
payment in advance for Transition Services to be provided or performed under
this Attachment.


 


4.2.                    
PERFORMANCE


 


Aptas shall perform the
Transition Services with at least the same degree of accuracy, quality,
completeness, timeliness, responsiveness and resource efficiency as it provided
and was required to provide the same or similar Services under the Agreement,
including meeting the Performance Standards, and shall not be degraded.
Personnel performing the Services and reasonably considered by Dex to be
critical to the performance of the Services, including Transition Services,
shall be retained in the provision of Services through the completion of all
relevant Transition Services.


 


4.3.                    
RATES
AND CHARGES FOR PROVISION OF TRANSITION SERVICES


 


As contemplated in Section 4.7.3 of the Agreement, to
the extent Dex requests that Aptas provide or perform Transition Services
(including the extension of Services otherwise then being performed under the
Agreement), Dex shall pay Aptas the rates and charges specified in this Work
Order, including for any additional Personnel or resources required to
perform such Transition Services. To the extent rates and charges for any
such additional personnel or resources are not specified in this Work Order,
Dex shall pay comparable rates to the personnel rates set forth in Section 11.7 of the Work Order).
To the extent the Transition Services requested by Dex can be provided by Aptas
using personnel and resources already assigned to perform the Services,
there will be no additional charge (beyond the then applicable charges 


 


5

















 


under the Work Order) to Dex
for such Transition Services. If the Transition Services requested by Dex
cannot be provided by Aptas using personnel and resources then performing the Services,
Dex, in its sole discretion, may forego or delay any work activities or
temporarily or permanently adjust the work to be performed by Aptas, the
schedules associated therewith or the Performance Standards to permit the
performance of such Transition Services using such personnel or resources
already assigned to perform the Services.


 


CHAPTER CHAPTER 5. TERMINATION RELATED CHARGES


 


5.1.                    
POST-EXPIRATION
CHARGES FOR CONTINUING USE OF APTAS OWNED MATERIALS (NO TERMINATION FOR CONVENIENCE)


 


Upon any termination or
expiration of the Agreement other than pursuant to Section 16.1 of the Work Order,
the license granted to Dex in and to the Aptas Owned Materials pursuant to Section 14.4 of the Work Order
shall be royalty-free, except to the extent of the following:


 


5.1.1.                 
OTQ Wind-Down Charge
for 2 Calendar Years


 


In connection with Dex’s
continued use of the Aptas Owned Materials in connection with the DODS for the
[***] following the termination or expiration of the Agreement (the [***]
respectively), Dex shall pay to Aptas the following OTQ wind-down charges:


 


•                 
Monthly payments in the
[***] equal to [***] of the average OTQ Charge applicable for the final six
month period the Agreement was in effect.


 


•                 
Monthly payments in the
[***] equal to [***] of the average OTQ Charge applicable for the final six
month period the Agreement was in effect.


 


Dex may elect to cease
its use the Aptas Owned Materials in connection with the DODS and upon such an
election, the foregoing fees shall cease to apply.


 


For the avoidance of doubt,
the parties acknowledge and agree that the foregoing payments shall not be
payable in the event of a termination of the Agreement by Dex for cause
pursuant to Section 4.3
of the Agreement.


 


5.1.2.                 
Right to and Charges
for Updates to Aptas Owned Materials during the First Calendar Year and the
Second Calendar Year


 


At Dex’s election, during
the [***] and the [***], Aptas shall continue to perform and provide
customizations, enhancements, error corrections and other updates to the Aptas
Owned Materials used in connection with the DODS consistent with those
performed and provided under the Agreement and shall provide all such updates
(including the Code therefor) to Dex in the form and format reasonable
required by Dex. Aptas’ charge, in addition to any amounts payable by Dex
pursuant to Section 5.1.1
above, for performing and providing such updates shall be [***] for each of the
[***] and the [***], payable by Dex in monthly installments of [***] during
such years. Dex may terminate such right to receive such updates upon
thirty (30) days written notice to Aptas and such monthly payment obligation
shall thereupon terminate.


 


6

















 


5.2.                    
TERMINATION
FOR CONVENIENCE AND RELATED CHARGES


 


5.2.1.                 
Termination for
Convenience Without Continuing Use of Aptas Owned Materials for DODS.


 


In the event of Dex’s
termination of the Agreement pursuant to Section 16.1
of the Work Order prior to [***] and Dex elects to not continue using the Aptas Owned Materials in connection
with the DODS following such termination pursuant to the license provided in Section 14.4 of the Work Order, Dex
shall pay Aptas a termination for convenience charge calculated as of the
Calculation Date (defined below), with such calculation based upon a
month-to-month reduction over each calendar year from the amount set forth
below for the applicable calendar year, with such monthly reduction equal to
(A) the difference between the amount set forth below for such calendar
year and the amount set forth below for the immediately succeeding calendar
year (or [***]), divided by (B) 12:


 


[***]


[***]


[***]


 


For example, in the event of
a [***] Calculation Date, the applicable termination charge would be [***],
calculated as follows:


 


•                 
the monthly reduction for
[***] is [***]  This amount is determined by dividing (A) [***] the
difference between [***] (the amount set forth above for [***]) and [***] (the
amount set forth above for [***]), by (B) 12.


 


•                 
As of [***], there will
have been 6 monthly reductions of [***], for a total reduction of [***]


 


•                 
Subtracting such [***]
aggregate monthly reduction from [***] produces an applicable termination
charge of [***]


 


Any such
termination for convenience charge shall be calculated as of the later of
(i) the date of termination of the applicable Services, and (ii) the
satisfactory completion of all applicable Transition Services requested by Dex
under Section 4.7 of
the Agreement and under this Attachment (such date of calculation, the “Calculation Date”).


 


In the event Dex so
terminates the Agreement in part, the charges (including any termination for
convenience charges) thereafter payable to Aptas shall be equitably reduced to
reflect such partial termination of the Agreement.


 


Notwithstanding the
foregoing, there shall be no termination charge payable by Dex in connection
with its termination of the Agreement pursuant to Section 16.1 of the Work Order in the event that
prior to [***] Aptas (i) shall not have entered into  
agreements with other customers for Aptas’ provision of Destination Search
products and services, or (ii) fails to reasonably demonstrate to Dex that
it possesses sufficient corporate financial strength for the continued
provision of the Services and appropriate continued research and development of
Destination Search.


 


7














 


5.2.2.                 
Termination for
Convenience Charges With Continuing Use of Aptas Owned Materials.


 


5.2.2.1.             
Termination for
Convenience Charges


 


In the event of Dex’s
termination of the Agreement pursuant to Section 16.1
of the Work Order after [***] and prior to [***] and Dex elects to continue
using the Aptas Owned Materials in connection with the DODS following such
termination pursuant to the license provided in Section 14.4 of the Work Order, Dex shall pay Aptas
in accordance with the following payments for the period following the
Termination Effective Date (as defined below):


 


•                 
[***]. For each month in
[***] following the Termination Effective Date, Dex shall pay Aptas an amount
equal to the greater of:


 


(i)            
$[***]; or


 


(ii)         
[***] of the amount that
the OTQ Charge would have been applicable for such month had the Agreement not
been terminated pursuant to Section 16.1
of the Work Order;


 


•                 
[***] For each month in
[***] following the Termination Effective Date, Dex shall pay Aptas an amount
equal to the greater of:


 


(i)            
[***] or


 


(ii) [***]of
the amount that the OTQ Charge would have been applicable for such month had
the Agreement not been terminated pursuant to Section 16.1 of the Work Order.


 


For the avoidance of doubt,
the foregoing payments shall be in lieu of any termination charge payable
pursuant to Section 5.2.1
above.


 


5.2.2.2.             
Right to and Charges
for Updates to Aptas Owned Materials.


 


At Dex’s election, in the
event of Dex’s termination of the Agreement pursuant to the Section 16.1 of the Work Order
after [***] and prior to [***] and Dex’s election to continue using the Aptas
Owned Materials in connection with the DODS following such termination pursuant
to the license provided in Section 14.4
of the Work Order, Aptas shall continue to perform and provide
customizations, enhancements, error corrections and other updates to the Aptas
Owned Materials consistent with those performed and provided under the
Agreement and shall provide all such updates (including the Code therefor) to
Dex in the form and format reasonable required by Dex. Aptas’ charge, in
addition to any amounts payable by Dex pursuant to Section 5.2.2 above, for performing
and providing such updates shall be [***] for each full calendar year from the
[***] (prorated for partial years), payable by Dex in monthly installments of
[***] during such years, provided that Dex’ obligation to make such payments
shall not extend beyond [***]  Dex may terminate such right to
receive such updates upon thirty (30) days written notice to Aptas and such
monthly payment obligation shall thereupon terminate.


 


8

















 


5.2.2.3.             
Termination Effective
Date.


 


For purposes of this Section 5.2.2, the “Termination Effective Date” shall be the
later of (i) the date of termination of the applicable Services, and
(ii) the satisfactory completion of all applicable Transition Services
requested by Dex under Section 4.7
of the Agreement and under this Attachment.


 


5.2.2.4.             
Reductions of Charges
in Event of Partial Termination.


 


In the event of a partial
termination of the Agreement pursuant to Section 16.1
of the Work Order, the charges (including any charges pursuant to Sections 5.2.2.1 and 5.2.2.2 above and ongoing charges
payable under the Work Order) thereafter payable to Aptas shall be equitably
reduced to reflect such partial termination of the Agreement.


 


5.2.2.5.             
Termination Charge.


 


In the event Dex shall have
elected to continue using the Aptas Owned Materials as contemplated in Section 5.2.2.1 above, but shall
subsequently determine to cease using the Aptas Owned Materials in connection
with the DODS after December 31, 2005 and prior to the end of calendar
year 2007, Dex may provide Aptas not less than thirty (30) days advance
notice of such cessation and upon the date of such cessation (the “Cessation Date”):


 


(i)                                    
the
payments provided for in Section 5.2.2.1 shall cease, and


 


(ii)                                 
Dex
shall pay to Aptas a termination for convenience fee pursuant to Section 5.2.1, calculated as if the
Calculation Date were the date of such cessation.


 


5.2.3.                 
Reduction
for any Moon Valley Fees Payable by Dex.


 


In the event and to the
extent that Dex shall be obligated to pay to Moon Valley, Inc. or
successor  any amount pursuant to the Moon Valley Acknowledgement
delivered pursuant to Section 4.3(i) of
the Agreement, Dex shall be entitled to offset and reduce payments otherwise
payable to Aptas under this Work Order.


 


5.3                       
AGGREGATE
CAP ON TOTAL WORK ORDER CHARGES IN EVENT OF TERMINATION FOR CONVENIENCE OR
EXPIRATION


 


Notwithstanding the
foregoing and without limiting Dex’s right to continue its use of the Aptas
Owned Materials in accordance with Section 14.4
of the Work Order, in the case of any termination for convenience by Dex of the
Agreement pursuant to Section 16.1
of the Work Order prior to [***] or expiration of the Agreement thereafter, the
aggregate payments of Dex to Aptas under the Work Order, including all charges
payable under this Attachment C, but not including any additional fees due to
expansion of the In-Region or New Services, shall not exceed [***].


 


9

















 


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


 


Execution Copy


 


 


Dex – Aptas


 


 


Work Order
Number Two


 


Attachment
D


 


 


Performance
Standards


 


 


Dex Proprietary Information

Work Order 1, Attachment D


 

















 


WORK ORDER
NUMBER TWO


 


ATTACHMENT
D


 


Performance
Standards


 


This is Attachment
D to Work Order Number Two (the “Work Order”) to the Professional Services and License
Agreement dated June 27, 2003 by and between Dex and Aptas (the “Agreement”) and is made a part thereof
by reference. Capitalized terms not otherwise defined in this Attachment shall
have the meanings given them in the Work Order.


 


	
  1.

  	
  GENERAL.

  	
  1

  
	
  2.

  	
  EXHIBITS

  	
  1

  
	
  3.

  	
  REPORTING

  	
  1

  
	
  4.

  	
  DEFINITIONS

  	
  2

  
	
  5.

  	
  PERFORMANCE CREDITS

  	
  2

  
	
  6.

  	
  EARNBACK.

  	
  4

  
	
  7.

  	
  ADDITIONS, MODIFICATIONS AND DELETIONS OF
  PERFORMANCE STANDARDS:

  	
  4

  
	
  8.

  	
  COOPERATION.

  	
  5

  
	
  9.

  	
  CONTINUOUS IMPROVEMENT – PERFORMANCE STANDARDS.

  	
  6

  
	
  10.

  	
  MEASURING TOOLS.

  	
  6

  
	
  11.

  	
  TIMES.

  	
  6

  
	
  12.

  	
  EXCEPTIONS.

  	
  6

  
	
  13.

  	
  PERMISSIBLE DOWNTIME.

  	
  7

  



 


1.             
General.


 


This Attachment D sets forth certain
quantitative Performance Standards against which Aptas’ performance of the
Services shall be measured. For the avoidance of doubt, the Performance
Standards may apply (in accordance with their terms) to all Services
provided by Aptas under the Agreement, not merely the Services performed under
the Work Order.


 


2.             
Exhibits


 


The following Exhibits are
attached hereto and are hereby incorporated by reference:


 


Exhibit 1 Performance Standard Matrix


Exhibit 2 Approved Measurement Tools and Methodologies


 


3.             
Reporting


 


Each Performance Standard
shall be measured and reported on a monthly basis. By the fifteenth day of each
month, Aptas shall provide a report to Dex respecting performance and
compliance with the Performance Standards for the preceding month. Aptas shall
provide supplemental information respecting Performance Standards as Dex
may reasonably request.


 


Aptas will promptly
investigate (including identifying root causes, in accordance with Section 2.3 of the Agreement) and
correct failures to meet Performance Standards and shall minimize recurrence of
missed Performance Standards.


 

















 


4.             
Definitions


 


Terms used herein with
initial capital letters shall have the respective meanings set forth in the
Agreement or its Schedules. The following terms shall have the meanings
specified below:


 


“Actual Uptime” means the aggregate number of minutes in any
Measurement Period during which the full material functionality of the relevant
item (as defined on Exhibit 1)
is Available.


 


[***]


 


“Availability” means Actual Uptime divided by the aggregate
number of minutes in the applicable Measurement Period expressed as a
percentage.


 


“Available” means that full functionality of the relevant item
is available for use by Authorized Users and End Users, as applicable, and is
not degraded in any material respect.


 


“Contract Year” means, unless otherwise agreed by the parties,
a calendar year during which the Agreement is in force and effect (or portion
thereof in the case of the final year of termination or expiration).


 


“Downtime” consists of the aggregate number of minutes in any
Measurement Period during which the full material functionality of the relevant
item is not available for use by Authorized Users or End Users, as applicable.


 


“Measurement Period” means calendar monthly, unless otherwise
provided herein or agreed by the parties.


 


“Monthly Charges”  means
the total charges invoiced by Aptas in any calendar month for all Services
performed under the Agreement.


 


“Performance Credit” means any credit payable pursuant to Section 5 below.


 


“Performance Standard Percentage”  means, for a particular Performance Standard, the portion of
the [***] used to calculate the Performance Credit payable to Dex in the event
of a Performance Standard Failure in such Performance Standard as set forth in Exhibit 1.


 


“Performance Standard Failure” means Aptas’ level of
performance for a particular Performance Standard fails to meet the Service
Level designated in Exhibit 1
for that Performance Standard.


 


“Performance Standards” are those service level measurements
defined in Exhibit 1
or subsequently defined pursuant to this Section 7
for which Performance Credits are payable in accordance with this Attachment D.


 


“Resolution” or “Resolve”
means the restoration of full service or the completion of the service request
in a manner acceptable to Dex in its reasonable discretion.


 


“Service Level” means, with respect to a particular Performance
Standard, the standard or level of service specified in Exhibit 1, or as subsequently
defined in accordance with Section 7,
with respect such Performance Standard.


 


“Severity Level One (1),” “Severity
Two (2),” “Severity Three (3),”and
“Severity Four (4)” have the
respective meanings provided in Attachment
A.


 

















 


5.             
Performance Credits


 


In the event of a
Performance Standard Failure, Aptas shall provide Dex credits as defined below:


 


(a)              
Exhibit 1 sets forth the information required to calculate
the credits that Aptas shall pay to Dex (or apply against Monthly Charges) in
the event of a Performance Standard Failure (“Performance
Credit”). For each Performance Standard Failure, Aptas shall pay to
Dex, subject to earnback under Section 6
below, a Performance Credit that will be computed in accordance with the
following formula:


 


Performance
Credit = A   x   B


 


Where:


 


A  
=                      
The Performance Standard
Percentage as specified in Exhibit 1
for the Performance Standard as to which the Performance Standard Failure
occurred.


 


B  
=                      
The dollar amount of the [***] for the month of the
Performance Standard Failure.


 


For example, assume that the
[***] is [***] of the Monthly
Charges and that Aptas has a Performance Standard Failure for a Performance
Standard carrying a Performance Standard Percentage (as would be set forth on Exhibit 1) of [***] during a month that the Monthly Charges
were [***],  The
Performance Standard Level Credit due to Dex for such Performance Standard
Failure would be [***],
calculated as follows:


 


A =
[***] (the
Performance Standard Percentage),


 


multiplied
by


 


B =
[***] (the [***]).


 


=
[***] (the amount of
the Performance Credit)


 


(b)              
If more than one
Performance Standard Failure has occurred in a single month, the sum of the
corresponding Performance Credits shall be credited to Dex.


 


(c)               
If a Performance Standard
Failure for the same Performance Standard recurs in three (3) or more
consecutive Measurement Periods, the amount of the applicable Performance
Credit payable to Dex shall be doubled for such third and subsequent
Measurement Periods; provided, however in no event shall the aggregate
Performance Credits exceed the [***] for any Measurement Period. For the
avoidance of doubt, the Performance Credit shall only be doubled one time, and
such doubled amount shall be payable for all successive, consecutive
Performance Standard Failure for the subject Performance Standard and such
doubled amount will not be subject to earnback.


 


(d)              
By the fifteenth day of
each month, Aptas shall notify Dex in writing of any Performance Standard
Failures in the preceding month and any Performance Credits associated with
such Performance Standard Failures.


 


(e)               
The total amount of
Performance Credits that Aptas is obligated to pay to Dex with respect to
Performance Standard Failures occurring each month (subject to Aptas’ earnback
rights described in Section 6
below), shall be reflected on the invoice that contains charges for the month
during which the Performance Standard Failure(s) giving rise to such credit(s)
occurred (e.g., the amount of Performance Credits payable (subject to Aptas’
earnback rights described in Section 6
below) with respect to Performance Standard Failures occurring in
August shall be set forth in the invoice for the August Monthly
Charges issued in September); provided, however, in the event a Performance
Credit is determined to be payable at any time following delivery by Aptas of
the invoice for the applicable Measurement Period (or portion thereof), such
Performance Credit shall 


 

















 


be reflected on the next
delivered invoice to Dex, or payable to Dex within thirty (30) days of such
calculation if an invoice shall have been previously deliverable to Dex.


 


(f)                
Aptas acknowledges and
agrees that the Performance Credits shall not be deemed or construed to be
liquidated damages or a sole and exclusive remedy or in derogation of any other
rights and remedies Dex has hereunder or under the Agreement in accordance with
Section 7 of the Work
Order.


 


(g)               
Dex may reprioritize
activities, in accordance with Section 3.7
of the Work Order, which may involve impact on Performance Standards in
accordance with that section.


 


6.             
Earnback.


 


Aptas shall have earnback
opportunities with respect to Performance Credits (except doubled Performance
Credits calculated in accordance with Section 5),
as follows:


 


(a)              
Within fifteen (15) days
after the end of each Contract Year, Aptas shall provide a report to Dex that
will include, with respect to each Performance Standard for which there was a
Performance Standard Failure during the preceding Contract Year, the following:


 


1.             
statistics on Aptas’
average monthly performance in that Performance Standard during the preceding
Contract Year (“Yearly Performance Average”);
and


 


2.             
the total amount of
Performance Credits imposed for Performance Standard Failures in that
Performance Standard.


 


(b)              
If, during the preceding
Contract Year, Aptas achieved a Yearly Performance Average in a Performance
Standard that was equal to or greater than the Service Level in effect for that
Performance Standard for that Contract Year, Aptas will be entitled to receive
an earnback credit (“Earnback Credit”)
equal to all Performance Credits (except doubled Performance Credits calculated
in accordance with Section 5)
assessed for that Contract Year for Performance Standard Failures in that
Performance Standard. Provided, however, in no event will: (i) the total
amount of Earnback Credits for any Contract Year exceed the total amount of
Performance Credits assessed for Performance Standard Failures for that Contract
Year; or (ii) any Earnback Credit carry forward to subsequent Contract
Years or back to previous Contract Years.


 


(c)               
If the Performance
Standard was in effect for less than the entire Contract Year, the foregoing
process shall be undertaken only with respect to the portion of the Contract
Year during which the Performance Standard was in effect.


 


(d)              
The provision of this Section 6 shall only affect Aptas’
ability to recoup Performance Credits previously paid to Dex and shall have no
effect on Dex’s right to terminate the applicable Agreement or any other rights
or remedies Dex may have.


 


7.             
Additions, Modifications and Deletions of Performance
Standards:


 


Dex may add, modify or
delete Performance Standards as follows:


 


(a)              
Additions. Dex
may add Performance Standards in accordance with this Section 7. Service Level
commitments associated with added Performance Standards will be computed as
follows:


 


(1)                    
Where
at least six (6) consecutive months of Aptas provided service measurements
exist for a particular Service, the parties agree that the highest and lowest
monthly service measurements for the six month Measurement Period shall be
excluded and that the Service Level shall then be defined as the average of the
remaining four (4) monthly service 


 

















 


measurements, or


 


(2)                    
Where
no measurements exist for a particular Service, the parties shall in good faith
attempt to agree during a thirty (30) day period on a Service Level commitment
using industry standard measures or third–party Aptas advisory services (e.g.,
Gartner Group, Yankee Group, etc.), or


 


(3)                    
Where
no measurements exist for a particular Service, and the parties fail to agree
on a Service Level commitment using industry standard measures as described in Section 7(a)(2) above, the parties
shall do the following:


 


(i)                  
Aptas shall begin providing
monthly measurements within thirty (30) days after Aptas’ receipt of Dex’s
written request.


 


(ii)               
After six (6) or more
actual service level attainments have been measured (or should have been
measured pursuant to Section 7(a)(3)(i) above and if not so measured, constructed as
described in Section 7(a)(3)(iii) below), Dex may at any time in writing request
that Section 7(a)(1) above
be used to establish the Service Level commitment.


 


(iii)            
If Aptas is responsible for
measuring actual service level attainments for six (6) consecutive months
and fails to provide one (1) or more measurements during such six month
measurement period  such that six
(6) consecutive measurements are not available, the missing measurement(s)
shall be constructed according to the following: (i) if one
(1) measurement is missing, the missing measurement shall be constructed
by using the highest of the five (5) actual measurements, or (ii) if
two (2) or more measurements are missing, the first missing measurement
shall be constructed by using the highest of the actual measurements and adding
to that measurement twenty percent (20%) of the difference between that
measurement and one hundred percent (100%) and each of the remaining missing
measurements shall be constructed by using the highest of the actual
measurements and adding to that measurement thirty five percent (35%) of the
difference between that measurement and one hundred percent (100%). By way of
example, if there were four (4) measurements for a particular Service
available, and the highest of the four (4) measurements was 95%, then the
measurements for the missing two months would be deemed to be 96% (representing
95% plus (20% of 5%)) and 96.75% (representing 95% plus 35% of 5%)),
respectively.


 


(b)              
Deletions. Dex
may delete Performance Standards by sending written notice to Aptas at
least thirty (30) days prior to the date that such deletions to Performance
Standards are to be effective. Dex shall, in the case of deletions, modify the
Performance Standard Percentages for the remaining Performance Standards such
that the total of the Performance Standard Percentages for all remaining
Performance Standards equals one hundred percent (100%).


 


(c)               
Modifications. Dex
may modify the Performance Standard Percentages for Performance Standards.
Dex shall notify Aptas in writing of such changes at least thirty (30) days
prior to the date such modifications to the Performance Standards are to be
effective. Dex shall, in the case of modifications, modify the Performance
Standard Percentages for the remaining Performance Standards such that the
total of the Performance Standard Percentages for all Performance Standards
equals one hundred percent (100%). If Dex adds a Performance Standard in
accordance with Section 7(a) above,
but does not modify the Performance Standard Percentages for the remaining
Performance Standards under this Section 7(c),
then, until such time as Dex so 


 

















 


modifies such Performance
Standard Percentages, the Performance Standard Percentage for such added
Performance Standard shall be zero.


 


(d)              
Notice Requirement. Dex
will send written notice to Aptas at least thirty (30) days prior to the date
that such additions, deletions or modifications to Performance Standards are to
be effective or for which agreement or measurement should be undertaken or
initiated pursuant to Section 7(a) above.


 


8.             
Cooperation.


 


The achievement of the
Performance Standards by Aptas may require the coordinated, collaborative
effort of Aptas with other suppliers, including Managed Third Parties. Aptas
will provide a single point of contact for the prompt resolution of all
Performance Standard Failures; provided, however, the foregoing shall not
expand the scope of Aptas’ responsibility under the Agreement to include responsibility
for components of the Dex QA Environment and Dex Production Environment
(including network) for which Aptas is not operationally responsible.


 


9.             
Continuous Improvement — Performance Standards.


 


The parties agree to the
concept of continuous improvement and that the Performance Standards should be
modified during the Agreement to reflect this concept. To accomplish this,
Performance Standards will be modified at the end of each Contract Year during
the Term as described below:


 


(a)              
Each Service Level will
be reset to the average of the four (4) highest monthly actual results
(e.g., 99.6% is higher than 99.4%) at or above the Service Levels achieved
during the previous Contract Year; provided that, if fewer than four monthly
actual results exceeded the Service Level, the Service Level will be reset by
taking the four highest monthly actual results, replacing each such actual
result that is below the Service Level with the Service Level, and dividing the
sum of the resulting four numbers by four (4). For example, if the Service
Level being adjusted were 99.6%, and there were three actual results that were
higher and none equal (e.g., 99.9%, 99.8%, and 99.7%), the calculation would be
((99.9% + 99.8% + 99.7% + 99.6%) / 4) = 99.75% subject to Section 9(c) below.


 


(b)              
At the end of each
Contract Year, the parties will review the Performance Standards to identify
any service that has reached the maximum level of improvement. In the event the
parties so agree, for such service the previous year’s Service Level would be
maintained. At no time will the Service Level exceed 99.999%.


 


10.      
Measuring Tools.


 


Aptas shall use the
measurement tools specified in Exhibit 2
or thereafter adopted by Dex for use. To the extent Aptas fails to implement
and begin using such measurement tool(s) for any Performance Standard by the
specified date(s), such failure shall be treated as a Performance Standard
Failure of such Performance Standard and such Performance Standard Failure shall
be deemed to continue until the first full month after such tool is
implemented. If Aptas subsequently desires to use a different measurement tool
for a Performance Standard, Aptas may propose such tool and request Dex’s
approval. If such tool is approved by Dex, the parties will reasonably adjust
the measurements as necessary to account for any increased or decreased
sensitivity in the new measuring tools. Unless and until such tool is approved,
Aptas will continue to use the measurement tool that had been initially
approved by Dex. It is not anticipated that changes in the measurement tools
will drive changes in Service Levels; rather, the need to collect and
accurately reflect the performance data should drive the development or change
in performance measurement tools.


 


Aptas will use automated
tools to measure, record, and report all Performance Standards to the fullest
extent possible.


 

















 


11.      
Times.


 


Unless otherwise set forth
herein, all references in this Attachment
D to times shall refer to Mountain Standard Time or Mountain
Daylight Time, as applicable.


 


12.      
Exceptions.


 


Aptas will be relieved of
responsibility for Performance Standards and associated Performance Credits in
accordance with the Agreement (including Section 2.4
of the Agreement) or pursuant to the mutual agreement of the parties and/or to
the extent Aptas’ failure to meet the Service Level(s) is due to:


 


(a)              
Problems resulting from
components for which Aptas is not operationally responsible; or


 


(b)              
Dex’s reprioritization of
tasks to be performed by Aptas where Aptas has in good faith notified Dex in
writing and in advance that such reprioritization will or may cause Aptas
to miss such Service Level, in accordance with Section 3.7 of the Work Order; or


 


(c)               
Circumstances that excuse
performance in connection with a Force Majeure Event as specified in Section 12.6.1 of the Agreement.


 


13.      
Permissible Downtime.


 


For purposes of calculating
Availability, Downtime that is the result of scheduled maintenance (e.g.,
preventive maintenance, system upgrades, etc.) shall not be included, provided
that such maintenance is performed during the maintenance window mutually
agreed to by the parties and scheduled so as to minimize the impact to Dex’s
business. Aptas shall maintain availability of Existing Websites or DODS, as
applicable, during such periods to the extent reasonably practicable.


 

















 


Execution Copy


 


Dex – Aptas


 


 


Work Order
Number Two


 


 


Attachment
D


 


Exhibits 1
and 2


 


 


Performance
Standards


 


 


Dex Proprietary Information

Work Order 1, Attachment D – Exhibits 1 and 2


 


[  ] = 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.


 

















 


Attachment
D – Exhibit 1


Performance
Standards Matrix


 


This is Exhibit 1
to Attachment D to Work
Order Number Two (the “Work Order”)
to the Professional Services and License Agreement dated June 27, 2003 by
and between Dex and Aptas (the “Agreement”)
and is made a part thereof by reference. Capitalized terms not otherwise
defined in this Exhibit shall have the meanings given them in the
Agreement.


 


	
  1.

  	
  Performance Standard: Severity 1, 2, 3 &
  4 Response and Resolution Times.

  	
  1

  
	
  2.

  	
  Performance Standard: Online - Availability
  Measurement

  	
  3

  
	
  3.

  	
  Performance Standard: Critical Online - Response
  Time Measurement

  	
  3

  
	
  4.

  	
  Performance Standard: Software Quality
  Measurements

  	
  4

  
	
  5.

  	
  Performance Standard: Other

  	
  4

  



 


The Service Levels contained
in the matrices below respecting represent the minimum performance levels for
the respective Performance Standards.


 


Capitalized terms not
otherwise defined herein shall have the meaning given in Attachment D, or otherwise in the
Agreement.


 


1.             
Performance
Standard:  Severity 1, 2, 3 & 4 Response and Resolution Times.


 


	
  Performance 

  Standard

  	
   

  	
  Service Level

  	
   

  	
  Service Level Metric

  	
   

  	
  Measurement 

  Period

  	
   

  	
  Performance 

  Standard Percentage

  	
   

  
	
  Severity
  1 Time to Respond

  	
   

  	
  1

  	
   

  	
  Maximum number of Severity 1 Problems for which
  the Aptas Response was not provided within 15 minutes or less of Initial
  Contact

  	
   

  	
  Monthly

  	
   

  	
  0

  	
  %

  
	
  Severity
  1 Time to Resolve

  	
   

  	
  1

  	
   

  	
  Maximum number of Severity 1 problems for which
  Resolution not provided within 2 hours or less. If the problem includes the
  re-indexing and population of data, then new data will be published to the
  site within 4 hours or less.

  	
   

  	
  Monthly

  	
   

  	
  10

  	
  %

  



 


1

















 


	
  Performance 

  Standard

  	
   

  	
  Service Level

  	
   

  	
  Service Level Metric

  	
   

  	
  Measurement 

  Period

  	
   

  	
  Performance 

  Standard Percentage

  	
   

  
	
  Severity
  2 Time to respond

  	
   

  	
  3

  	
   

  	
  Maximum number of Severity 2 Problems for which
  the Aptas Response was not provided within 30 minutes or less of Initial
  Contact

  	
   

  	
  Monthly

  	
   

  	
  0

  	
  %

  
	
  Severity
  2 Time to Resolve

  	
   

  	
  3

  	
   

  	
  Maximum number of Severity 2 trouble tickets for
  which Resolution not provided within 4 hours or less. Restoration of log file
  processing or administrative access within 8 hours or less.

  	
   

  	
  Monthly

  	
   

  	
  10

  	
  %

  
	
  Severity
  3 Time to respond

  	
   

  	
  3

  	
   

  	
  Maximum number of Severity 3 Problems for which
  the Aptas Response was not provided within 2 hours or less of Initial Contact

  	
   

  	
  Monthly

  	
   

  	
  0

  	
  %

  
	
  Severity
  3 Time to Resolve

  	
   

  	
  3

  	
   

  	
  Maximum number of Severity 3 trouble tickets for
  which Resolution not provided within 2 days or less

  	
   

  	
  Monthly

  	
   

  	
  0

  	
  %

  
	
  Severity
  4 Time to respond

  	
   

  	
  3

  	
   

  	
  Maximum number of Severity 4 Problems for which
  the Aptas Response was not provided within 4 hours or less of Initial Contact

  	
   

  	
  Monthly

  	
   

  	
  0

  	
  %

  
	
  Severity
  4 Time to Resolve

  	
   

  	
  3

  	
   

  	
  Maximum number of Severity 4 trouble tickets for
  which Resolution not provided within the applicable period (not to exceed 5
  days)

  	
   

  	
  Monthly

  	
   

  	
  0

  	
  %

  



 


Notes to preceding table:


 


2

















 


“Initial Contact” is defined as automated paging notification
or a system issue that was delivered to the Aptas support pager(s) or cell
phone(s), email address(es), or a call or email placed by a Dex authorized
person to the Aptas primary support contact.


 


“Time to Respond” is defined as the time elapsed between the
Initial Contact and the time a response is received from a knowledgeable
representative of Aptas to the notification, which provides initial resolution
effort and an estimated time frame for Time to Resolve.


 


“Time to Resolve” is defined as the period for Resolution,
pursuant to Attachment D.


 


2.             
Performance
Standard:  Online - Availability Measurement


 


	
  Performance 

  Standard

  	
   

  	
  Service
  

  Level

  	
   

  	
  Service
  

  Level Metric

  	
   

  	
  Measurement 

  Period

  	
   

  	
  Performance
  

  Standard Percentage

  	
   

  
	
  Availability of Existing Website/DODS

  	
   

  	
  99.95

  	
  %

  	
  1-(Minutes of Downtime/minutes scheduled up)

  	
   

  	
  Monthly

  	
   

  	
  30

  	
  %

  



 


3.             
Performance
Standard:  Critical Online - Response Time Measurement


 


In the calculation of online
response time, periods of non-Availability will not be considered.


 


	
  Performance Standard

  	
   

  	
  Service Level

  	
   

  	
  Service Level Metric

  	
   

  	
  Measurement 

  Period

  	
   

  	
  Performance Standard 

  Percentage

  	
   

  
	
  Response
  Time: Search

  	
   

  	
  100

  	
  %

  	
  The percentage of searches that meet the Search
  Completion Time of 1.8 seconds or less

  	
   

  	
  Monthly

  	
   

  	
  20

  	
  %

  



 


Notes to preceding table:


 


3

















 


“Search” means an end user search request
that returns relevant listing results.


 


“Search Completion Time” in the above measurement is the time
between the arrival of a transaction at the application server until a response
is provided by the system. It is measured on the server, therefore omitting the
travel time on the network and any other slowness caused by factors not
controlled by the Website.


 


4.             
Performance
Standard:  Software Quality Measurements


 


	
  Performance 

  Standard

  	
   

  	
  Service Level

  	
   

  	
  Service Level Metric

  	
   

  	
  Measurement 

  Period

  	
   

  	
  Performance 

  Standard 

  Percentage

  	
   

  
	
  Timeliness
  - measures releases, enhancements, etc. delivered by the due date or
  scheduled date (Note: software is delivered only in releases except for
  emergencies)

  	
   

  	
  5 (business 

  days)

  	
   

  	
  Measurement will be number of business days late
  from Aptas delivery date to UAT as measured by the Project plan.

  	
   

  	
  Monthly

  	
   

  	
  0

  	
  %

  
	
  On
  Budget – measures
  enhancements or other projects delivered on budget.

  	
   

  	
  0

  	
  %

  	
  Measurement will be the percentage of project
  costs that exceed the approved project or enhancement budget. (e.g., in the
  case of New Services)

  	
   

  	
  Monthly

  	
   

  	
  0

  	
  %

  



 


5.             
Performance
Standard:  Other


 


	
  Performance 

  Standard

  	
   

  	
  Service Level

  	
   

  	
  Service Level Metric

  	
   

  	
  Measurement 

  Period

  	
   

  	
  Performance 

  Standard 

  Percentage

  	
   

  
	
  Successful
  transfer & receipt of files from/to the Websites or file processing
  services.

  	
   

  	
  99.95

  	
  %

  	
  1-(total failed transmission / total files
  scheduled for transmission)

  	
   

  	
  Monthly

  	
   

  	
  10

  	
  %

  
	
  User
  Acceptance Test Availability

  	
   

  	
  90

  	
  %

  	
  1-(total number of hours environment was not
  available for Acceptance Testing / total number of hours scheduled for
  Acceptance Testing)

  	
   

  	
  Monthly

  	
   

  	
  10

  	
  %

  



 


4

















 


	
  Training
  Environment Availability

  	
   

  	
  95

  	
  %

  	
  1-(total number of hours environment was not
  available for Training / total number of hours scheduled for training)

  	
   

  	
  Monthly

  	
   

  	
  0

  	
  %

  
	
  Failed
  Searches

  	
   

  	
  95

  	
  %

  	
  1-(total number of searches that return 0 results
  that are relevant/total number of Valid Searches)

  	
   

  	
  Monthly

  	
   

  	
  10

  	
  %

  



 


Notes to preceding table:


 


“Valid Search” means a search that returns at least one listing
which reasonably satisfied the End User’s search query based upon the criteria
of relevancy of business type and geography. Search queries for which Dex has
not provided a listing to meet the End User search query shall not be
considered a failed search.


 


5

















 


Attachment
D – Exhibit 2


Approved
Measurement Tools and Methodologies


 


This is Exhibit 2
to Attachment D to Work
Order Number Two (the “Work Order”)
to the Professional Services and License Agreement dated June 27, 2003 by
and between Dex and Aptas (the “Agreement”)
and is made a part thereof by reference. Capitalized terms not otherwise
defined in this Exhibit shall have the meanings given them in the
Agreement.


 


	
  Approved 

  Measurement Tools(1)

  	
   

  	
  Comment

  
	
  Remedy / PCRM / Clarify/Test Director

  	
   

  	
  Trouble ticketing & management tools. All
  trouble tickets will be documented in the approved Dex tool. .Note: Dex will determine, in consultation with
  Aptas, which tool will be used out of these 3 tools. Aptas employees on site
  will need training in using the tools to review trouble tickets and respond
  to trouble tickets.

  
	
  ITO

  	
   

  	
  Proactive monitoring of application through error
  log trap and alert notification.

  
	
  NetPaging

  	
   

  	
  Response time to pages will be measured
  through acknowledgement log of netpaging or similar Dex approved paging tool.

  



 


	
  Methodologies

  	
   

  	
  Comment

  
	
  Resolution Times

  	
   

  	
  Tools to measure time to resolve a Severity 1 or 2
  problem that are captured as a trouble ticket as reported in the Dex approved
  trouble ticket system, monitoring & paging tool.

  
	
  Availability

  	
   

  	
  Availability will be tracked through the Dex
  acceptable metric reporting process using tools such as trouble tickets and
  monitoring tools designed to promptly notify Aptas. Availability is defined
  in Attachment D.

  
	
  Response Time

  	
   

  	
  Response time will be measured from several
  aspects. Monitoring & metrics based at the server utilizing tools
  such as HPs ITO product or other Dex approved tools. Note: Dex will provide an appropriate third party
  tool for measurement.

  
	
  Response Time

  	
   

  	
  In the calculation of online response time,
  periods during which the relevant item is not Available will not be
  considered.

  



 






(1)   The Parties may agree on
alternative or additional measurement tools from time to time, and will
document such agreement in writing.


 


[ 
] = 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.


 


1














 


FIRST AMENDMENT TO


PROFESSIONAL
SERVICES AND LICENSE AGREEMENT


 


THIS
FIRST AMENDMENT TO PROFESSIONAL SERVICES AND LICENSE AGREEMENT
(this “Amendment”) is made as of December 6, 2006 (“Amendment Effective
Date”), between LOCAL MATTERS, INC., (“LMI”), and DEX MEDIA, INC. (the “Publisher”).


 


RECITALS


 


WHEREAS,
LMI is formerly known as Aptas, Inc.;


 


WHEREAS,
on June 27, 2003 (“Effective Date”), Aptas, Inc. and Publisher
executed a Professional Services and License Agreement (the “Agreement”);


 


WHEREAS,
the LMI and Publisher desire to modify certain terms and conditions of the
Agreement;


 


NOW,
THEREFORE, in consideration of the mutual promises and
covenants of the parties, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the LMI and Publisher
hereto agree as follows:


 


1.             Definitions. Capitalized terms in this Amendment not
expressly defined in this Amendment will have the meaning given to them in the
Agreement.


 


2.             Amendments.


 


A. The
parties hereby delete Section 12.2(i) of the Agreement in its
entirety.


 


B. The
parties hereby delete the definition of “In-Region” in Section 1 of Work
Order #2 to the Agreement in its entirety and replace it with the following:


 


“’In-Region’ means the city/state regions described in
Attachment F to the Agreement.”


 


C. The
parties hereby attach the document attached as Exhibit B to this Amendment
as Attachment F to Work Order #2 of the Agreement.


 


D. The parties hereby delete Section 2
of Work Order #2 to the Agreement in its entirety and insert the following:


 


[  ] = 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.


 

















 


“This Work Order shall be effective from January 1, 2005 and shall
extend to the end of the term of the Agreement (as extended in the following
sentence), unless earlier terminated in accordance with the provisions of Section 4.1 of the Agreement,
which is amended so that (i) the Initial Term of the Agreement will expire on December 31,
2007, unless earlier terminated in accordance with the provisions of the
Agreement and (ii) the Agreement shall not renew automatically, however,
by giving notice to Aptas no less than sixty (60) days prior to the expiration
date of the Initial Term or any extension, Dex shall have the right to extend
the Initial Term for up to three (3) renewal periods to be specified by
Dex of up to one (1) year (each a “Renewal Term”)
on the terms and conditions (including rates) set forth or provided for in this
Work Order and the Agreement.”


 


E. The parties hereby delete Section 3.6 of Work
Order #2 to the Agreement in its entirety and insert the following:


 


“Aptas Support Resource Pool.  The
Services shall be provided by Aptas personnel, comprising a resource pool (the “Aptas
Support Resource Pool”) managed by Aptas.  Unless otherwise agreed by Dex,
the Aptas Support Resource Pool shall be comprised of diverse and capable FTE’s
that are wholly dedicated to performing the Services.  Aptas will provide
an Aptas Support Resource Pool adequate to deliver the Services. Aptas will
provide an annual minimum of twenty-two (22) FTE’s applied to planning,
research, development, operation and management of Destination Search, and an
annual Aptas Support Resource Pool of up to eight (8) FTEs as directed by
the Executive Steering Committee (including three (3) of whom shall be
available for performance of Dex directed discretionary work).”


 


F. The parties
hereby delete Section 4.2 of Work Order #2 of the Agreement in its
entirety.


 


G. The parties
hereby delete the second paragraph of Section 11.2 of Work Order #2 to the
Agreement in its entirety and replace it with the following:


 


	
   

  	
  “The Monthly Service Charge
  shall be as follows:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
       January 2005
  to July 31, 2006:    [***] per month

  
	
   

  	
   

  	
   

  
	
   

  	
       August 1,
  2006 through the

  	
   

  
	
   

  	
      earlier
  of December 31, 2006

  	
   

  



 


[ 
] = 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.


 

















 


Financial Responsibility: Third Party Software/Services


 




	
   

  	
   

  	
  Existing Website

  	
   

  	
  DODS

  	
   

  
	
  Description

  	
   

  	
  Responsibility

  	
   

  	
  Provider

  	
   

  	
  Responsibility

  	
   

  	
  Provider

  	
   

  
	
  Core

  Search Capability. Front-end
  search and browse functionality for data sets.

  	
   

  	
  Dex

  	
   

  	
  i411^

  	
   

  	
  Dex (Dex will pay the fees
  described in Attachment E)

  	
   

  	
  FAST

  	
   

  
	
  Local

  Customization of Search Capability. Additional
  search logic layer customizing the Core Search Capability for IYP, local
  search, and paid advertising.

  	
   

  	
  Dex

  	
   

  	
  i411^

  	
   

  	
  LMI

  	
   

  	
  LMI

  	
   

  
	
  Mapping.

  Map, driving direction and location search
  functionality.

  	
   

  	
  Dex

  	
   

  	
  MapQuest #

  	
   

  	
  Dex (Dex will pay the
  fees described in Attachment E)

  	
   

  	
  deCarta and Navteq

  	
   

  






 


	
   

  	
  or DODS launch:

  	
  [***]/month

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
         · thereafter:

  	
  [***]/month

  	
   

  



 


H. The parties hereby delete
Sections 11.3, 11.4, and 16.4 of Work Order #2 to the Agreement in their
entirety.


 


I. The parties hereby delete the first 3 rows of the
table in Section 11.8 of Work Order #2 to the Agreement in its entirety
and insert the following:


 


J. The parties
hereby attach the document attached as Exhibit A to this Amendment as
Attachment E to Work Order #2 of the Agreement.


 


K. The parties
hereby delete the last row of the chart in Section 18 of Work Order #2 to
the Agreement for the Report called “Innovation Report” in its entirety.


 


3.           Additional
Terms.


 


A.  The parties acknowledge and agree that as of December 12,
2003 (“Trigger Date”), at least one Trigger
Event occurred. Effective as of the Trigger Date,  Dex irrevocably assigns to LMI all of
Publisher’s right, title, and interest in and to the Materials and all
modifications, improvements, or derivative works thereof, including
intellectual property rights embodied in any of the foregoing (collectively “Assigned
Materials”); provided that such assignment is acknowledged by both parties to
be exclusively on an as-is, where-is, non-warranty, non-indemnity basis; and
provided further that such assignment of the 


 


[ 
] = 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.


 

















 


Assigned Materials is
subject to and in exchange for the simultaneous grant hereunder by LMI to Dex
and its affiliates of a license to the Assigned Materials, which license is a
non-exclusive, non-transferable (except pursuant to Section 12.21 of the
Agreement), perpetual, irrevocable, worldwide right and license to install,
integrate with other software, access, use, operate, execute, archive, copy,
and display, and create derivative works of, modify and enhance the Assigned
Materials for use in a manner consistent with Dex’s use of the Services
contemplated under the Agreement, and to permit a third party provider to so
install, integrate, access, use, operate, execute, archive, copy, and display
for the benefit of Dex and its affiliates. 
The parties will execute and deliver any documents and undertake such
reasonable actions (and, at the other party’s 
reasonable request, cause any of its employees, agents, and
subcontractors to execute and deliver or so undertake actions) requested by the
other party in connection with the foregoing assignment of rights and related
license.


 


B.  Dex requests LMI to provide, and LMI agrees to
provide to Dex, the services described on Exhibit C.  The parties agree that the services described
on Exhibit C will be considered New Services under the Agreement.


 


4.                                      Miscellaneous.  Except as amended as set forth above, the
Agreement be and shall continue in full force and effect.  In
the case of conflict between the terms and conditions of this Amendment and the
terms and conditions of the Agreement, the terms and conditions of  this Amendment shall prevail and govern.  This Amendment may be executed in one or more
counterparts, any of which need not contain the signatures of both parties, but
all signed counterparts taken together will constitute one and the same
agreement.  A facsimile signature will be
deemed as valid as an original signature.


 


IN WITNESS WHEREOF, the parties
hereto have executed this Amendment as of the Amendment Effective Date set
forth in the first paragraph hereof.


 


 


	
   

  	
   

  	
  LOCAL MATTERS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Perry Evans

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Perry Evans

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title: CEO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DEX
  MEDIA, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Margaret LeBeau

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Margaret LeBeau

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title: Chief Marketing
  Officer

  
	
   

  	
   

  	
   

  



 


[ 
] = 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.


 

















 


Exhibit A


 


Software
License Fees


 


FAST


 


	
   

  	
   

  	
  Data Volume GB

  	
   

  
	
  QPS

  	
   

  	
  10

  	
   

  	
  20

  	
   

  	
  30

  	
   

  	
  40

  	
   

  	
  50

  	
   

  	
  60

  	
   

  
	
  20

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  550,000

  	
   

  	
  560,000

  	
   

  
	
  25

  	
   

  	
  600,000

  	
   

  	
  600,000

  	
   

  	
  600,000

  	
   

  	
  600,000

  	
   

  	
  600,000

  	
   

  	
  610,000

  	
   

  
	
  30

  	
   

  	
  650,000

  	
   

  	
  650,000

  	
   

  	
  650,000

  	
   

  	
  650,000

  	
   

  	
  650,000

  	
   

  	
  660,000

  	
   

  
	
  35

  	
   

  	
  700,000

  	
   

  	
  700,000

  	
   

  	
  700,000

  	
   

  	
  700,000

  	
   

  	
  700,000

  	
   

  	
  710,000

  	
   

  
	
  40

  	
   

  	
  750,000

  	
   

  	
  750,000

  	
   

  	
  750,000

  	
   

  	
  750,000

  	
   

  	
  750,000

  	
   

  	
  760,000

  	
   

  
	
  45

  	
   

  	
  800,000

  	
   

  	
  800,000

  	
   

  	
  800,000

  	
   

  	
  800,000

  	
   

  	
  800,000

  	
   

  	
  810,000

  	
   

  
	
  50

  	
   

  	
  850,000

  	
   

  	
  850,000

  	
   

  	
  850,000

  	
   

  	
  850,000

  	
   

  	
  850,000

  	
   

  	
  860,000

  	
   

  
	
  60

  	
   

  	
  900,000

  	
   

  	
  900,000

  	
   

  	
  900,000

  	
   

  	
  900,000

  	
   

  	
  900,000

  	
   

  	
  910,000

  	
   

  
	
  70

  	
   

  	
  1,000,000

  	
   

  	
  1,000,000

  	
   

  	
  1,000,000

  	
   

  	
  1,000,000

  	
   

  	
  1,000,000

  	
   

  	
  1,010,000

  	
   

  
	
  80

  	
   

  	
  1,100,000

  	
   

  	
  1,100,000

  	
   

  	
  1,100,000

  	
   

  	
  1,100,000

  	
   

  	
  1,100,000

  	
   

  	
  1,110,000

  	
   

  
	
  90

  	
   

  	
  1,200,000

  	
   

  	
  1,200,000

  	
   

  	
  1,200,000

  	
   

  	
  1,200,000

  	
   

  	
  1,200,000

  	
   

  	
  1,210,000

  	
   

  
	
  100

  	
   

  	
  1,300,000

  	
   

  	
  1,300,000

  	
   

  	
  1,300,000

  	
   

  	
  1,300,000

  	
   

  	
  1,300,000

  	
   

  	
  1,310,000

  	
   

  



 


	
  Notes:

  	
  Maintenance
  and Support for Perpetual Licenses

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Premium: 24 hours a day
  / 7 days

  	
  [***]

  



 


Dex will pay the above
Maintenance and Support fee plus a [***] mark-up.


 


[ 
] = 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.


 

















 


deCarta


 




	
   

  	
   

  	
  Interactive

  	
   

  
	
  Function

  	
   

  	
  Transactions

  	
   

  
	
  Map Display

  	
   

  	
  1

  	
   

  
	
  Directions

  	
   

  	
  2.5

  	
   

  
	
  Route

  	
   

  	
  3.5

  	
   

  
	
  Waypoint

  	
   

  	
  2

  	
   

  
	
  Geocode

  	
   

  	
  0.25

  	
   

  
	
  Reverse Geo

  	
   

  	
  0.15

  	
   

  
	
  Snap

  	
   

  	
  0.25

  	
   

  
	
  Spatial Key Assignment

  	
   

  	
  0

  	
   

  
	
  Spatial Key Search

  	
   

  	
  2

  	
   

  






 


Pricing
for the deCarta Products’ TUs is as follows:


 




	
  From

  	
   

  	
  To

  	
   

  	
  Price per Thousand

  	
   

  
	
  0

  	
   

  	
  10,000,000

  	
   

  	
  [***

  	
  ]

  
	
  10,000,000

  	
   

  	
  20,000,000

  	
   

  	
  [***

  	
  ]

  
	
  20,000,000

  	
   

  	
  55,000,000

  	
   

  	
  [***

  	
  ]

  
	
  55,000,000

  	
   

  	
  80,000,000

  	
   

  	
  [***

  	
  ]

  
	
  80,000,000

  	
   

  	
  120,000,000

  	
   

  	
  [***

  	
  ]

  
	
  120,000,000

  	
   

  	
  250,000,000

  	
   

  	
  [***

  	
  ]

  
	
  250,000,000

  	
   

  	
  500,000,000

  	
   

  	
  [***

  	
  ]

  






 


Dex will pay the above
fee plus a [***] mark-up.


 

















 


Navteq


 


	
   

  	
   

  	
   

  	
   

  	
  Per Map Draw

  	
   

  	
  Per Route

  	
   

  
	
  From

  	
   

  	
  To

  	
   

  	
  Data Fee: Maps

  	
   

  	
  Data Fees: Routes

  	
   

  
	
  —

  	
   

  	
  9,999,999

  	
   

  	
  [***

  	
  ]

  	
  [***

  	
  ]

  
	
  10,000,000

  	
   

  	
  19,999,999

  	
   

  	
  [***

  	
  ]

  	
  [***

  	
  ]

  
	
  20,000,000

  	
   

  	
  54,999,999

  	
   

  	
  [***

  	
  ]

  	
  [***

  	
  ]

  
	
  55,000,000

  	
   

  	
  79,999,999

  	
   

  	
  [***

  	
  ]

  	
  [***

  	
  ]

  
	
  80,000,000

  	
   

  	
  119,999,999

  	
   

  	
  [***

  	
  ]

  	
   

  	
   

  
	
  120,000,000

  	
   

  	
  249,999,999

  	
   

  	
  [***

  	
  ]

  	
   

  	
   

  
	
  250,000,000

  	
   

  	
  499,999,999

  	
   

  	
  [***

  	
  ]

  	
   

  	
   

  



 


Dex will pay the above
fee plus a [***] mark-up.


 

















 


Exhibit B


 


In-Region
locations


 


Dex’s fourteen state
franchise area including: Arizona, Colorado, Idaho, Iowa, Minnesota, Montana,
Nebraska, New Mexico, North Dakota, Oregon, South Dakota, Utah, Washington and
Wyoming, as such area of operation by Dex may be modified from time to time, as
well as the following city/state geographies:


 


Abingdon, VA


Ada, Oh


Adams/Wells Counties, IN


ADAMSVILLE-FRAZEYSBURG,
OH


Ahoskie, NC


Aitkin-Crosby, MN


Albemarle Area, NC


Alexandria, MN


Altavista


Asheboro/Randolph County,
NC


Aurora, IL


Bachelors Hall, VA


Barton/Stafford Cnty Reg,
KS


Beardstown Area, IL


Beaufort, SC


Bedford County, PA


Beech Creek-Mill Hall, PA


Bell Mead-Somerville, NJ


Belle Plaine, KS


Benson, MN


Big Rock, IL


Bluffton, OH


Bonita Spgs/N Naples, FL


Boulder City, NV


Brookneal, VA


BUCYRUS, OH


Bullard, TX


Burlington/Osage City, KS


Butler Countrywide, PA


Cairo, IL


Canton, IL


CAPE CORAL-N FT MYERS, FL


CEDAR CREEK LAKE
AREA,  TX


Central & N
Oregon Coast, OR


Central FLA-North


Central FLA-South


Central Kansas Reg, KS


 

















 


Chain O’Lakes, IL


Chambersburg, PA


Champaign, IL


Charlottesville, VA


Chaska/Waconia, MN


Chester-Washington, NJ


Chicago BTB, IL


Chicago Consumer,IL


CITRUS COUNTYWIDE, FL


Clifton, TX


Clinton, NC


CMSU Campus Dir, MO


COKATO-DASSEL HOWARD LK,
MN


COLUMBIA GORGE, OR


Commerce/Cooper, TX


Courtland-Clyde, KS


Cranberry/Wexford Area,
PA


Crown Point Repage, IL


CUMBERLAND COUNTYWIDE, PA


DADE CITY, FL


DANVILLE AREA, IL


Darke Countrywide, OH


DECATUR, IL


DEFIANCE AREAWIDE, OH


Delavan, IL


Delphos, OH


Denver, IN


Dunn, NC


Duplin County, NC


E CENTRAL KANSAS REG, KS


Eden-Madison, NC


Elburn, IL


Elgin, IL


Elizabethton, TN


Elizabethtown, PA


Elkin, NC


Erwin-Unicoi County, TN


Farmville/Tri Co Area, VA


FAYETTEVILLE, NC


Flora-Rossville, IN


Forrest, IL


Front Royal, VA


FT MYERS/LEE
COUNTY-CLASS, FL


FT WALTON BEACH, FL


FULTON-HENRY COUNTYWIDE,
OH


Fuquay Varina/Holly
Springs, NC


 

















 


Galena, IL


Gatesville-Hamilton, TX


Geneva, IL


Gettysburg, PA


Gibson City, IL


Gibsonville, NC


Gilman, IL


GLENCOE, MN


Golden Valley, MO


GRANITE FALLS, MN


Grayson/Carroll Counties,
VA


Greater Grundy County, IL


Greater Hickory, NC


GREATER LAKE OKEECHOBEE,
FL


Greater Will County, IL


Green Springs, OH


GREENVILLE, IL


Greenville, NC


GREENVILLE, TN


Greenwood Reg, SC


Grimes Cnty Area, TX


Groesbeck Area, TX


Hampshire, IL


HAMPTON-ESTILL, SC


Hancock-Henry Sub, IN


Hanover, PA


Harrisonville-Butler Reg,
MO


HASTINGS, MN


Hastings, MN


Havelock, NC


HENDERSON COUNTY AREA, TX


Henderson, NV


Henderson/Wake Forest, NC


Highlands Countrywide, FL


HILLSBOROUGH, NC


Holly Hill, SC


Hunterdon County, NJ


Ill Quad Cities, IL


Indian Lake, OH


Jackson-Holmes Co, FL


Jacksonville, NC


JAMESTOWN, IN


Jasper/Newton, IN


Jay County, IN


JEFFERSON CITY REG, MO


Jefferson/Andover Area,
OH


 

















 


JOHNSON COUNTY SUB, IN


Johnston County, NC


Jonesborough, TN


Junction City, KS


JUNIATA VALLEY AREAWIDE,
PA


Kankakee/Momence, IL


KAUFMAN, TX


KCI REGIONAL, MO


KCI Regional, MO


Kernersville, NC


KILLEEN/FT HOOD AREA, TX


KING CITY, MO


Kinston, NC


Kissimme Spanish


Kissimmee, FL


Kosciusko Countrywide, IN


Lafontaine/Van Buren, IN


Lagrange Countywide, IN


Lake City-Plainview, MN


Lake County, FL


LAKE COUNTY-LIBERTYVILLE,
IL


LAKE COUNTY-ZION, IL


Lake Milton, OH


Las Vegas, NV


Las Vegas, NV


Lasalle, IL


Laughlin, NV


Lebanon Regional, MO


LEWISTON, MN


Lexington, VA


Lima Areawide, OH


Logan Countywide, OH


Long Prairie, MN


Lower Yakima Valley, WA


Madison


Marco Island, FL


MARSHALL COUNTY, IN


MARTINSVILLE, VA


Maxton/Red Spgs, NC


McConnelsville, OH


McHenry - Woodstock, IL


McHenry Co - Algonquin,
IL


McHenry Co - Crystal
Lake, IL


Mocksville, NC


Montpelier, VA


Moore County Areawide, NC


 

















 


MOREHEAD CITY, NC


Morrow Countywide, OH


MOUNT VERNON AREA, IL


MOUNT VERNON, OH


Mountain City, TN


Mt Airy, NC


Mt Sterling, OH


N Las Vegas, NV


Naples-Class, FL


NAPPANEE, IN


Nashville, IL


NE Kansas Reg, KS


Near West - Cicero, IL


Near West - Lagrange, IL


Near West - Oak Park, IL


New Bern, NC


New Richland, MN


Newton Falls, OH


North Platte Valley, NE


North Shore Central, IL


North Shore North, IL


NORTH SHORE- SOUTH, IL


North West Dupage Repage,
IL


Northeast DuPage County,
IL


Northwest DuPage County,
IL


Northwest Metro, MN


Northwest
Suburbs-Arlington, IL


Northwest
Suburbs-Barrington, IL


Northwest Suburbs-Schaumburg,
IL


Nottoway-Lunenburg Co


NW Las Vegas


Ocala-Marion Countywide,
FL


Odessa/Lexington/Oak
Grove Reg, MO


Olive Branch, IL


Ottawa, OH


OUTERBANKS, NC


Overton/Troup Area, TX


Page County, VA


Palestine/Anderson Cnty,
TX


Palo Pinto County, TX


PANAMA CITY BEACHES, FL


PATASKALA, OH


Peace River Valley, FL


Peoria, IL


PERRY COUNTY, PA


Pettus, TX


 

















 


Pittsboro/Siler City, NC


Poulsbo/Bainbridge ISL,
WA


Preble Countywide, OH


Punta Gorda-Pt Chrlte, FL


Quilcene, WA


Quincy, IL


Richland-Ashland, OH


Ridgeland, SC


Roanoke Rapids, NC


Rockford, IL


ROCKY MOUNT, NC


Rocky Mt-Franklin Co, VA


Rolla Regional, MO


Roxboro, NC


Russell-Osborne, KS


Saluda, SC


SANIBEL-CAPTIVA ISL, FL


SE Kansas Reg, KS


Shelby Comm, OH


Shelby Countywide, OH


Sheridan-Carlton, OR


Slippery Rock, PA


SMYTH COUNTY/MARION, VA


South - Chicago Heights,
IL


South - Frankfort/Tinley,
IL


South - Harvey, IL


South - Oaklawn, IL


South - Orland Park, IL


South Boston/Halifax Co,
VA


South Hill, VA


Southeast DuPage County,
IL


Southern Blair, PA


Southwest DuPage County,
IL


Sparta-LK Mohawk Area, NJ


Springfield, IL


ST JAMES, MN


STARK, FL


STARKE/PULASKI COUNTIES,
IN


Stephenville Reg, TX


Sterling, IL


Stockdale, TX


Stony Ridge, OH


Summerlin & Sur
Areas, NV


Sumter Countywide, FL


Sussex Countywide, NJ


Tallahassee, FL


 

















 


Tarboro, NC


Tewksbury, NJ


The Lakes Area, IN


Tillamook Countywide, OR


Tri-Cities/Bristol, TN


Tri-Cities/Johnson City,
TN


TRI-CITIES/KINGSPORT, TN


Tri-State Reg, IN


Troy, NC


Trumbull Countrywide, OH


Turkey Red Reg, KS


Twin Lakes Region, IN


Union City, IN


Union Countrywide, OH


Upper Rogue, OR


Van Wert, OH


VANDALIA, IL


W JEFFERSON, NC


Wake Forest, NC


Walkertown, NC


WARREN COUNTY AREAWIDE,
OH


Warren Countywide, NJ


Warrensburg Reg, MO


Washington, NC


Watseka, IL


Waukegan, IL


Wayne-Holmes Countywide,
OH


Waynesboro/Greencastle/Hagerstown


WEST COLUMBIA, TX


WEST VOLUSIA, FL


Whiteville, NC


Whitley County, IN


WILKES COUNTY, NC


Williamston, NC


Williston, FL


Wilson Cnty Areawide, NC


Wise County Area, TX


Wythe Cnty-Bland Cnty, VA


Yanceyville, NC


Yorkville, IL


 

















 


Exhibit C


 


New Services


 


Description of Services:


 


	
   

  	
   

  	
  Initial

  Development `

  	
   

  	
  Production Intial

  Load

  	
   

  	
  Production Ongoing

  Load

  	
   

  
	
  Application/System/Process

  	
   

  	
  Content

  Extract

  	
   

  	
  JPG

  Creation

  	
   

  	
  iGen

  Listings

  	
   

  	
  Content

  Processing

  	
   

  	
  JPG

  Processing

  	
   

  	
  Content

  Processing

  	
   

  	
  JPG

   Processing

  	
   

  
	
  Option
  1: LMI processes assets from BOSS, iGen provides Listings/Items

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
   

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
   

  	
   

  	
  [***]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Option
  2: RHD sends RCXML to LMI

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  [***]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Option
  3: LMI provides Listings, Items, SCXML (turnkey) to DPC

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
   

  	
   

  	
  [***]

  	
   

  



 


·
If Dex chooses Option 1 or Option 3: (i) the Production Ongoing Load costs
of jpg processing will be invoiced by LMI and paid by Dex as part of the
monthly fee described in Section 11.2
of Work Order #2, and (ii) the fees described in Section 11.2 of Work
Order #2 will increase by [***] per
month.


 


For
avoidance of doubt, the parties agree that:


 


Option 1 has four
one-time fees totaling [***] and one ongoing processing fee of [***] per month
until such time that jpg processing (aka Replica Ads) is not needed.


 


Option 2 has one one-time
fee totally [***] and no ongoing processing fees.


 


Option 3 has five
one-time fees totally[***] and one ongoing processing fee of [***] per month
until such time that jpg processing (aka Replica Ads) is not needed.


 


·
LMI will provide “FAST Support Services” for at least 90 days beginning on the “go
live” date of the DODS at a rate of [***] per month.


 


 [  ] =
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.


 














 


AMENDMENT TO


FIRST AMENDMENT TO


PROFESSIONAL SERVICES AND
LICENSE AGREEMENT


 


This Amendment No. 2 (the “Amendment”) is
effective as of the 21st day of February, 2007 (the “Effective Date”),
by and between RHD, Inc. (the Publishers) and Local Matters Inc. (“LMI”).


 


RECITALS


 


WHEREAS, on December 6, 2006, LMI and the
Publisher executed a First Amendment to Professional Services and License
Agreement;


 


WHEREAS, LMI and Publisher desire to modify certain
terms and conditions of the Amendment to accurately reflect the agreement that
exists between the parties;


 


NOW, THEREFORE, in consideration of the mutual
promises and covenants of the parties, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Local Matters and Customer hereto agree as follows:


 


1.             Definitions.
All capitalized terms used in this Amendment but not defined herein shall have
the meanings given to them in the License Agreement.


 


2.             Amendments.


 


A. The parties hereby replace the existing Section 2
Amendments, Paragraph G:


 


G.            The
parties hereby delete the second paragraph of Section 11.2 of Work Order
#2 to the Agreement in its entirety and replace it with the following:


 


The Monthly Service Charge shall be as follows: January 2005
to July 31, 2006: $[***] per month


 


	
   

  	
  August 1, 2006
  through the

  	
   

  
	
   

  	
  earlier of
  December 31, 2006

  	
   

  
	
   

  	
  or DODS launch:

  	
  $[***]/month

  
	
   

  	
   

  	
   

  
	
   

  	
  - thereafter:

  	
  $[***]/month

  



 


With the following:


 


G.        The parties hereby delete the second paragraph of Section 11.2
of Work Order #2 to the Agreement in its entirety and replace it with the
following:


 


 [  ] =
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.


 

















 


The Monthly Service Charge shall be as follows:


 


	
   

  	
  January 2005 to
  February 28, 2006:

  	
  $

  	
  [***] per month

  
	
   

  	
  March 2006 to
  July 31, 2006:

  	
  $

  	
  [***] per month

  
	
   

  	
   

  	
   

  
	
   

  	
  August 1,
  2006 through the

  	
   

  
	
   

  	
  earlier of
  December 31, 2006

  	
   

  
	
   

  	
  or DODS launch:

  	
  $

  	
  [***]/month

  
	
   

  	
   

  	
   

  
	
   

  	
  - thereafter:

  	
  $

  	
  [***]/month

  



 


Accepted and
agreed by all parties:


 


	
  RHD, Inc.

  	
   

  	
  Local
  Matters, Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/ George Bednirz

  	
   

  	
  By: 

  	
  /s/ Susan Dalton

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print: 

  	
  George Bednirz

  	
   

  	
  Print: 

  	
  Susan Dalton

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  SVP

  	
   

  	
  Title:

  	
   EVP

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date: 

  	
  February 22, 2007

  	
   

  	
  Date: 

  	
  February 26, 2007

  
										



 


 [  ] =
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.