Exhibit 10.43


 


[ 
] = 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.


 


MASTER
LICENSE AGREEMENT


 


THIS LICENSE AGREEMENT
(the “Agreement”) is made and
entered into effective as of May 9, 2008 (the “Effective Date”), between LOCAL
MATTERS, INC., a Delaware corporation, with its principal offices at
1221 Auraria Parkway, Denver, Colorado 
80204 (“Local Matters”) and
EUROPEAN DIRECTORIES HOLDING BV, a
Netherlands corporation with its principal offices at Building La Cascade,
Condensatorweg 54, PO Box 75191, 1070 AD Amsterdam, the Netherlands (“Customer”).


 


Local Matters  is
the owner or licensee of proprietary software products and technologies used
for or within searchable online directories, referred to and more specifically
defined below as Deliverables.


 


Customer wishes to have access to, use, and obtain
certain rights to the Deliverables as described in Order Forms executed by the
parties under this Agreement, including the right to sublicense the
Deliverables to the Operating Companies (as defined below) pursuant to the
terms of this Agreement.


 


On or about the same date as entering into the first
Order Form under this Agreement, the parties will enter into a Services
Order under a separate master professional services agreement entered into by
the parties on or about the same date as this Agreement. The Services Order
shall describe the localisation and implementation services which will be
carried out by Local Matters to localize and implement the Deliverables
provided under the related Order Form under this Agreement for the
applicable Operating Company.


 


Local Matters is willing to grant the Customer certain
rights to use and sublicense the Deliverables and to provide the Maintenance
Services on the terms and conditions of this Agreement.


 


In consideration of the premises and mutual promises
contained herein, the parties agree as follows:


 


*   *  
*   *   *  
*   *   *


 


1.              DEFINITIONS


 


The capitalized terms below will have the respective
meanings indicated


 


(a)          Acceptance Date means, with regard to a
Deliverable, the date on which the Deliverable is accepted pursuant to Section 2(h).


 


(b)         Affiliate means, in relation to a party,
any other entity which directly or indirectly Controls, is Controlled by, or is
under direct or indirect common Control with, that party from time to time.


 


(c)          Agreement means this License Agreement
together with the Schedules and appendices or annexes to it and any Order Forms
signed by the Customer and Local Matters from time to time.


 


(d)         Best in Class means that an
Internet-based local search publishing platform’s architecture, functions,
features, search, search engine optimization, design, performance and operation
(when taken as a whole) share attributes at least as good as those found in
comparable European Internet Yellow Page publishing solutions that at
least offer local search, and that the publishing platform’s off-the-shelf
versions of the application software licensable to the Customer under this
Agreement would reasonably be considered one of the top three Yellow Pages destination
sites in Europe, excluding other Local Matters clients using similar services
of Local Matters.


 


(e)          Control means that a person possesses,
directly or indirectly, the power to direct or cause the direction of the
management and policies of the other person, whether through the ownership of
voting shares, by contract or otherwise, and Controls
and Controlled shall be
interpreted accordingly.


 


(f)            Customer Content means any documentation,
materials, programs, codes, listings, advertising, data, graphics, or any other
information which is owned or used by the Customer or any of the Operating Companies
or provided to Local Matters by or on behalf of the Customer or any of the
Operating Companies.


 


(g)         Deliverables means the deliverables to be
supplied by Local Matters to the Customer or any of the Operating Companies
under this Agreement as specified in each Order Form.


 


(h)         Designated Equipment means the computer
hardware and related ancillary commodity equipment and accessories listed in an
Order Form.


 


(i)             Escrow Agreement means the three-way Source
Code escrow agreement to be entered into by a third-party escrow agent mutually
acceptable to Local Matters and the Customer in the form attached as Schedule
8.


 


(j)             Executable Code means the fully compiled
version of a software program that can be executed by a computer and used by an
end user without the need for further compilation or external modification.


 


(k)          Go-Live Date means, with regard to a
particular Deliverable sublicensed by Customer to an Operating Company pursuant
to 


 


[  ] =
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.


 

















 


an Order Form, the date that the Operating Company
first uses the Deliverable in a production environment.


 


(l)             Intellectual Property Rights or IP Rights means any and all known or
hereafter existing worldwide copyrights, trademarks, service marks, trade
secrets, patents, patent applications, database rights, confidential
information, know-how, moral rights, contract rights, and other proprietary
rights, and all registrations, applications, renewals, extension, and
combinations of the foregoing.


 


(m)       License Fees means the license fees for the
license of the Deliverables or related fees set forth in Pricing Schedule Form that
will be included in Order Forms.


 


(n)         Local Matters  IP means Intellectual Property Rights which are owned by or
licensed to Local Matters in any of the Deliverables to be provided or
otherwise provided by Local Matters to the Customer under this Agreement.


 


(o)         Maintenance Fees means the fees for the
provision of the Maintenance Services for the Deliverables as set forth in the
Pricing Schedule that will be included in Order Forms.


 


(p)         Maintenance Period means the period of time
during which Local Matters will provide Maintenance Services as set out in the
relevant Order Form;


 


(q)         Maintenance Services means the maintenance
and support services to be provided by Local Matters to the Customer, or to an
Operating Company on behalf of the Customer, with respect to a Deliverable,
under this Agreement as described in Schedule 2.


 


(r)            Master Professional Services Agreement has
the meaning set out in the Background section of this Agreement.


 


(s)          Operating Companies means each of the
operating companies as listed in Schedule 3 and any other Affiliates of the
Customer from time to time.


 


(t)            Order Form means an order form
substantially in conformance with the form attached as Schedule 1 executed by
Local Matters and the Customer under this Agreement.


 


(u)         Pricing Schedule means the pricing schedule
attached as Schedule 6.


 


(v)         Services Order means an order for
professional services executed by Local Matters and the Customer under the
Master Professional Services Agreement.


 


(w)       Schedule means a schedule to this
Agreement.


 


(x)           Software means Local Matters’ proprietary
software programs or program modules listed in Schedule 4 that Customer may
choose to license under this Agreement, and any modified, updated or enhanced
versions of such programs or modules that Local Matters may provide to Customer
pursuant to the Maintenance Services provided by Local Matters under this
Agreement or pursuant to the services provided by Local Matters under the
Master Professional Services Agreement. 
Software includes “Enhancements” as that term is defined in Section 5.5
of the Escrow Agreement.


 


(y)         Source Code means the human-readable
version of a software program that can be compiled into Executable Code.


 


(z)           Specifications means in the context of each
Deliverable, the specifications for that Deliverable specified in each Order
Form.


 


(aa)    Territory means the geographic territory
described in an Order Form.


 


(bb)  Third-Party Software means a third-party
software program described as such in an applicable Order Form.


 


(cc)    Third-Party Service Provider means any
person (other than Local Matters) engaged by the Customer or any of the
Operating Companies: (i) to provide co-location hosting services to the
Customer or any of the Operating Companies, and (ii) that meets the requirements
and obligations of Section 2(c). For the avoidance of doubt, Local Matters
acknowledges and agrees that the Customer may, in accordance with the terms and
conditions of this Agreement, appoint a person to host any of the Deliverables
provided by Local Matters under this Agreement and such persons shall be deemed
to be a Third-Party Service Provider for the purposes of this Agreement.


 


(dd)  Working Day means Monday to Friday,
excluding any public holidays in the location where the Deliverables and
services to be provided by Local Matters under this Agreement are received by
the Customer or the Operating Company as relevant.


 


2.              ORDER FORMS, LICENSE
GRANT; RESTRICTIONS


 


(a)          If
at any time during the term of this Agreement, the Customer desires Local
Matters to either provide any of the Software, Third-Party Software, the
associated documentation as set out in Schedule 4 or the Maintenance Services,
or allow Customer to sublicense or provide any of the above to an Operating
Company, Customer may request Local Matters to provide that Software,
Third-Party Software, documentation or Maintenance Services, or relevant
sublicense right, by providing an Order Form to Local Matters.  If Customer submits to Local Matters an Order
From that (i) names any of the Operating Companies listed in Schedule 3
(as Schedule 3 existed as of the Effective Date) as a sublicensee or recipient
of Maintenance Services, (ii) names any of the Software listed in Schedule
4 (as Schedule 4 existed as of the Effective Date), (iii) references the
prices set forth on the Pricing Schedule, and (iv) references Designated
Equipment mutually agreed to by the parties, then Local Matters will accept
such Order Form, subject to reasonable negotiation of the terms of the Order Form not
expressly specified in this sentence (e.g., documentation, payment dates, or
other dates or milestones).


 


(b)         Subject to the terms and
conditions of this Agreement, Local Matters hereby grants to the Customer a
perpetual (subject to termination under Section 12), non-exclusive,
transferable (as allowed in Section 15), and sub-licenseable (subject to
Sections


 


[  ] =
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.


 

















 


2(c) & (d))
license to reproduce each of the Deliverables described in an applicable Order
Form, in Executable Code form only in the Territories, solely for Customer’s or
its authorized sublicensees’ business purposes.


 


(c)          In addition to
Subparagraph 2(b) and subject to the terms and conditions of this
Agreement, the Customer and any Operating Company shall be entitled to
sublicense any Third-Party Service Provider to use the Deliverables solely for
the purpose of providing co-location services to the Customer or the Operating
Companies.  The Customer shall ensure
that each Third-Party Service Provider to which the Deliverables are
sublicensed under this sub section 2(c) agrees to comply with the relevant
terms of this Agreement. Customer must ensure that each Third-Party Service
Provider is a recognized leader in co-location services in that Territory.  Prior to allowing any Third-Party Service
Provider access to or use of any Deliverable, Customer will enter into a
written, legally binding agreement with such Third-Party Service Provider with
terms and conditions at least as protective of Local Matters and its rights and
property as is this Agreement and which names Local Matters as an express third-party
beneficiary with the right to enforce.


 


(d)         Subject to the terms and
conditions of this Agreement, Customer may only sublicense rights to
Deliverables to Operating Companies and Third-Party Service Providers.  For any authorized sublicense to be effective,
the parties must execute a relevant Order Form. Customer must effectively
notify each authorized sublicensee: (i) of the rights, restrictions, and
obligations of Customer under this Agreement, and (ii) that such
authorized sublicensee must comply with the terms and conditions of this
Agreement with regard to the use and restrictions of use of the Deliverables
that are contained in this Agreement. 
Customer shall remain liable for all acts and omissions of its
sublicensees, including each Operating Company and Third-Party Service
Providers, with regard to this Agreement and the Deliverables as if Customer
performed those acts or omissions itself. 
Upon the termination of any sublicense to an Operating Company, Customer
will use all reasonable efforts to obtain from the Operating Company all copies
of the Deliverables in such Operating Company’s possession or control.  Customer will promptly notify Local Matters
if Customer becomes aware that any authorized sublicensee has acted in a manner
that would breach the terms and conditions of Sections 2, 3, or 11 of this
Agreement had such authorized sublicensee been party to this Agreement.  Customer will cause each Operating Company to
execute an industry standard non-disclosure agreement with terms and conditions
at least as protective as Section 11 of this Agreement.


 


(e)          Save
to the extent otherwise permitted by law, any additional rights in and to Local
Matters’ IP Rights not specifically mentioned herein shall be pursuant to a
separate written license agreement which may entered into by and between the
parties hereto.


 


(f)            The
Customer and each Operating Company may make a reasonable number of copies of
the Deliverables for security back-up purposes. 
All copies of the Deliverables are subject to the terms and conditions
of this Agreement.


 


(g)         The
Customer acknowledges that the Deliverables and their structure, organization,
and the Source Code constitute valuable trade secrets of Local Matters and its
suppliers.  Except as expressly permitted
by this Agreement or the Escrow Agreement, the Customer shall not, and shall
not permit any third party, to:  (i) modify,
adapt, alter, translate, or create derivative works from the Deliverables; (ii) merge
the Deliverables with other software; (iii) sublicense, distribute, sell,
use for service bureau use, lease, rent, loan, or otherwise transfer the
Deliverables to any third party; (iv) reverse engineer, decompile,
disassemble, or otherwise attempt to derive the Source Code from the
Deliverables, except and only to the extent that such activity is expressly
permitted by applicable law notwithstanding this limitation; (v) remove,
alter, cover or obfuscate any copyright notices or other proprietary rights
notices included in the Deliverables; or (vi) otherwise use or copy the
Deliverables except as expressly permitted under Section 2.


 


(h)         The
Deliverables are deemed accepted upon installation on Customer’s or the
applicable Operating Company’s equipment.


 


(i)             If, after the
Effective Date, a new Operating Company comes into existence that is not listed
on Schedule 3, then the new Operating Company may be sublicensed Deliverables
if the parties execute an Order Form containing prices on the Pricing
Schedule and otherwise pursuant to Section 2(d) and subject to the
terms and conditions of this Agreement. 
Notwithstanding the previous sentence, Local Matters will not be
obligated to execute any Order Form with regard to a new Operating Company
if to do so would cause Local Matters to breach any pre-existing contract, obligation,
or restriction.


 


3.              INSTALLATION;
MAINTENANCE SERVICES; CUSTOMER COOPERATION


 


(a)          Unless
set out to the contrary in an Order Form, the installation of each Deliverable
shall be Customer’s or its Operating Company’s responsibility.  Local Matters will provide Customer its most
current, standard, published release and installation notes to Customer.  For the first installation at each Operating
Company, Local Matters will provide up to 8 hours of installation support at no
additional charge; subsequent support will be charged at Local Matters’
then-current rate card rates.  Promptly
after the occurrence of the Acceptance Date for each Deliverable, Customer will
provide written notice to Local Matters of the occurrence of the Acceptance
Date.


 


(b)         During
the Maintenance Period, Local Matters shall provide the Maintenance Services as
set out in as Schedule 2 in
respect of those Deliverables as set out in the relevant Order Form.


 


(c)          The
Maintenance Services shall be provided solely to the Maintenance site(s) identified
in the applicable Order Form.


 


[  ] =
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.


 

















 


(d)         Local
Matters will provide Maintenance Services to Customer or the applicable
Operating Company for each Deliverable ordered under an Order Form for 1
year from the applicable Acceptance Date at no cost to Customer.  Thereafter, the Customer will have the option
to purchase on-going Maintenance Services for each Deliverable at the rates
described in the Pricing Schedule through an Order Form.


 


(e)          Unless
set out to the contrary in an Order Form,  any
Maintenance Services purchased by Customer will automatically renew for
consecutive 12 month periods unless the Customer terminates Maintenance
Services by providing written notice of at least 90 days before the expiration
of the then current term for Maintenance Services.  Beginning on the 3rd anniversary of the Acceptance Date for a
particular Deliverable sublicensed by an Operating Company, Local Matters may
terminate Maintenance Services by providing at least 365 days prior written
notice in the event Local Matters no longer will support a Deliverable.


 


(f)            In
order to enable Local Matters to perform its obligations under this Agreement,
the Customer will, and will cause any relevant Operating Company to, comply
with the relevant terms and conditions under this Agreement and the applicable
Order Forms and provide Local Matters personnel with such other cooperation and
assistance as Local Matters reasonably requests.  Such reasonable cooperation and assistance
may include providing to Local Matters in a timely manner, answers to
questions, approvals and information which may be reasonably required by Local
Matters to perform its obligations under this Agreement.  If Customer or any relevant Operating Company
fails to perform its obligations under this Agreement or an applicable Order
Form, Local Matters will not be in breach of this Agreement as a result of any
failure to perform its obligations under this Agreement to the extent that
failure or non-performance results or arises from the failure by the Customer
or the relevant Operating Company to perform its obligations under this
Agreement or the relevant Order Form. 
Local Matters will notify the Customer in writing of the failures of the
Customer or the relevant Operating Company as soon as reasonably practicable
and Local Matters will use its reasonable efforts to perform its obligations
under this Agreement notwithstanding the failure by the Customer to perform its
obligations under this Agreement or any relevant Order Form.  Provided that Local Matters promptly notifies
Customer of any delay caused by Customer or the relevant Operating Company,
Customer will reimburse Local Matters for any documented and reasonable costs
and expenses incurred by Local Matters as a result of the failure by the
Customer or the relevant Operating Company to perform its obligations under
this Agreement or the relevant Order Form.


 


4.              COMPENSATION;
PAYMENT


 


(a)          In
consideration of the performance of Local Matters’ obligations under this
Agreement, the Customer shall pay Local Matters the License Fees specified in
each Order Form in accordance with the payment terms described in each
relevant Order Form.  Unless otherwise
specified in an Order Form, all License Fees are due thirty (30) days following
the receipt by the Customer of a Local Matters’ invoice for the License Fees
issued in accordance with this Agreement. 
Failure to pay undisputed fees within the 30-day period will result in
interest being charged at the rate of 1.5% per month or at the maximum rate
allowed by law, whichever is higher from the due date to the date of actual
payment, on any undisputed amounts. The License Fees are non-refundable after
the Deliverables have been accepted by Customer except as set forth in Section 6(d).


 


(b)         In
consideration of the provision of the Maintenance Services, the Customer shall
pay Local Matters the Maintenance Fees specified in each Order Form in
accordance with the payment terms described in the Order Form.  Unless otherwise specified in an Order Form,
payment shall be due within thirty (30) days following the receipt by the
Customer of a Local Matters’ invoice for the Maintenance Fees issued in
accordance with this Agreement.  The
Maintenance Fees are non-refundable except in the event that the Agreement is
terminated due to Local Matters’ uncured breach, in which case Customer is
entitled to a refund as set forth in Section 12(e).


 


(c)          If
Customer disputes a charge in good faith, it may withhold payment of that
charge subject to the terms and conditions of this Section 4(c). The
Customer will however make payment of all undisputed charges in accordance with
this Agreement, and, within thirty (30) days of receipt of the invoice, shall
provide Local Matters with a written explanation of the reasons for Customer’s
dispute of the charge.  Both parties
shall cooperate to resolve promptly any disputed charge.  If both parties agree that the disputed
charge is not valid, Local Matters shall either (i) include a credit
within the next invoicing cycle, to the extent Customer has previously paid the
disputed amount, or (ii) shall issue an amended invoice.  If both parties agree that the disputed
charge is valid, the Customer shall pay the charge within the later of thirty
(30) days from the date of invoice or fifteen (15) days from the date of the
resolution of the dispute.  If the parties
are unable to resolve the billing dispute within thirty (30) days of Customer’s
notice of the same, the issue shall be referred to the dispute resolution
procedure set out in Section 18(b).


 


(d)         All
fees due by Customer to Local Matters shall be paid in Euros by means of wire
transfer into a bank account to be indicated by Local Matters.


 


5.              TAXES


 


(a)          Subject
to section 5(b), the License Fees and Maintenance Fees exclude all applicable
sales, use, value-added, and other taxes and all applicable export and import
fees, customs duties and similar charges and the Customer will be responsible
for payment of all such taxes (other than taxes based on Local Matters’
income), fees, duties and charges, and any related penalties and interest,
arising from the payment of the fees or the delivery or license of the
Deliverables to the Customer which are properly chargeable in respect of the
delivery or licence or the Deliverables against the issue of a proper tax
invoice by Local Matters.


 


[  ] =
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.


 

















 


(b)         The
Customer shall be entitled to deduct from any payments of the fees to Local
Matters any withholding taxes and any such taxes imposed on payments of the
fees to Local Matters will be Local Matter’s sole responsibility, and the
Customer will provide Local Matters with any relevant official receipts issued
by the appropriate taxing authority, or such other evidence as the Local
Matters may reasonably request, to establish that such taxes have been paid.


 


6.              WARRANTY; LIMITATION
OF LIABILITY; INSURANCE


 


(a)          Local
Matters represents and warrants to the Customer that it is authorised to grant
the licences on the terms and conditions contained in this Agreement.


 


(b)         In
addition, Local Matters warrants to the Customer that for 90 days beginning on
the Go-Live Date for an applicable Deliverable (“Warranty Period”):


 


(i)             the Deliverable, when
used as permitted under this Agreement, shall conform in all material respects
with the relevant Specifications for that Deliverable; and


 


(ii)          each Deliverable is and
shall be compatible with the Designated Equipment;


 


(c)          Local
Matters represents and warrants that the services provided by Local Matters
under this Agreement shall be provided in a professional and workman-like
manner.


 


(d)         Local
Matters will, at its own expense and as its sole obligation and Customer’s
exclusive remedy for any breach of the warranties in Section 6(b), use
commercially reasonable efforts to correct any reproducible error in the
Deliverable reported to Local Matters by Customer in writing during the
Warranty Period or, if Local Matters determines that it is unable to correct
the error, Local Matters will refund to Customer all License Fees actually paid
for that Deliverable, in which case the relevant Order Form for that
Deliverable and all rights to use the Deliverables will be terminated.  Any such error correction provided to
Customer will not extend the original Warranty Period.


 


(e)          Local
Matters will, at Customer’s request and at its own expense further to any
material breach of the warranties in Section 6(c), promptly re-perform the
defective services at no additional cost to Customer.


 


(f)            Without
prejudice to the warranties set out in Section 6(b), Local Matters does
not warrant that the Customer’s use of the Software comprised in any
Deliverables will be error-free or uninterrupted.


 


(g)         THE
CUSTOMER AGREES AND ACKNOWLEDGES THAT EXCEPT FOR THE EXPRESS WARRANTIES IN
SECTIONS 6(A), 6(B), AND 6(C), LOCAL MATTERS EXPRESSLY DISCLAIMS ALL
WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND
NON-INFRINGEMENT REGARDING THE DELIVERABLES.


 


(h)         SUBJECT
TO SUBPARAGRAPH 6(J), NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY
SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES (INCLUDING ANY LOSS OF
BUSINESS OR PROFITS WHERE SUCH LOSS OF PROFITS IS DETERMINED TO BE INDIRECT
LOSS) SUFFERED WITH RESPECT TO OR RESULTING FROM THE USE OF THE DELIVERABLES OR
ANY SERVICES OR EQUIPMENT SUPPLIED HEREUNDER, EVEN IF THE OTHER PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 
THE LIMITATIONS IN THIS SECTION 6(H) SHALL NOT APPLY TO
PERSONAL INJURY OR DEATH OF ANY INDIVIDUAL, OR FOR FRAUD.


 


(i)             EXCEPT
FOR BREACHES OF CONFIDENTIALITY OBLIGATIONS OR INDEMNIFICATION OBLIGATIONS
UNDER SECTION 8, EACH PARTY’S’ TOTAL CUMULATIVE LIABILITY ARISING OUT OF (a) ANY
ORDER FORM, WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE, WILL NOT EXCEED THE
AMOUNT OF FEES PAID TO LOCAL MATTERS UNDER THAT ORDER FORM DURING THE
TWELVE (12) MONTH PERIOD PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY,
AND (b) THIS AGREEMENT, WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE,
WILL NOT EXCEED THE AMOUNT OF FEES PAID TO LOCAL MATTERS UNDER AGREEMENT DURING
THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENTS GIVING RISE TO SUCH
LIABILITY.


 


(j)             Notwithstanding
any other provision of this Agreement or any Order Form, no party limits or
excludes its liability: (i) for fraud; or (ii) for death or personal
injury arising from its negligence or that of its employees, agents or
subcontractors.


 


(k)          Each
party shall maintain, at its own expense, commercial general liability
insurance in such amounts as is customary and reasonable for a company of its
size and business activities.


 


(l)             Each
party shall comply with all laws and regulations applicable to the performance
of its obligations under this Agreement.


 


7.              OWNERSHIP AND USE OF
INTELLECTUAL PROPERTY


 


(a)          As
between the parties, all Local Matters IP, the Deliverables and all technical
documentation provided by Local Matters or developed by it during the term of
this Agreement, or other promotional or demonstration materials relating to the
same, and all Intellectual Property Rights in and to any of the foregoing, are
the exclusive property of Local Matters, its licensors and suppliers.  Save to the extent of any rights granted
under law, any rights not expressly granted to Customer hereunder are reserved
by Local Matters, its licensors and suppliers.


 


[  ] =
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.


 

















 


(b)         The
Customer acknowledges that: (i) all ownership, right, title or interest in
or to any trademarks, tradenames, insignias, logos, proprietary marks and the
like related to Local Matters or Local Matters’ IP (together, “Proprietary Marks”) will remain at all
times with Local Matters; (ii) none of such rights are transferred from
Local Matters to the Customer hereunder; (iii) the Customer will not
remove, alter, or obscure the Proprietary Marks or any other proprietary
notices (including copyright notices) of Local Matters or its suppliers on the
Deliverables; and (iv) all permitted uses of such Proprietary Marks
hereunder will inure to the benefit of Local Matters, and that the Customer
will not itself claim any exclusive rights in such Proprietary Marks or the
goodwill related thereto.


 


(c)          As
between Local Matters and the Customer, Local Matters acknowledges that: (i) all
ownership, right, title or interest in or to any trademarks, tradenames,
insignias, logos, proprietary marks and the like related to the Customer, any
Operating Company or the Customer Content will remain at all times with the
Customer or the relevant Operating Company as the case may be; (ii) none
of such rights are transferred from the Customer (or any Operating Company) to
Local Matters hereunder; and (iii) all permitted uses of such rights
hereunder will inure to the benefit of the Customer or the Operating Company as
the case may be, and that Local Matters will not itself claim any exclusive
rights in such rights or the goodwill related thereto.


 


8.              INFRINGEMENT
INDEMNITY


 


(a)          Local
Matters will indemnify the Customer and the Operating Companies (“Indemnified Entities”) on written demand in
respect of all losses, damages, costs, expenses and other liabilities
(including with out limitation, reasonable legal and other professional fees)
incurred by or awarded against the Indemnified Entities in connection with any
claim or action against an Indemnified Entity by any third party that the
possession of the Software, as furnished under this Agreement, whether in
Executable Code or Source Code, by that Indemnified Entity or on its behalf by
a Third-Party Service Provider infringes any Intellectual Property Rights of
that third party (“IPR  Claim”).


 


(b)         The
Customer agrees: (i) to notify Local Matters in writing on its own behalf
or on behalf of any relevant Indemnified Entity as soon as reasonably
practicable of any IPR Claim of which the Customer has notice, but in any event
within 30 days of Customer receiving notice of such IPR Claim; and (ii) Local
Matters shall be entitled at any time from notification to the Customer to
assume the exclusive conduct of the IPR Claim and all related settlement
negotiations, and (iii) to provide Local Matters with reasonable
assistance, information and authority necessary to perform the above at Local
Matter’s cost and expense.  Local Matters
will keep the Customer (and any other relevant Indemnified Entity) reasonably
informed of the progress of the negotiations


 


(c)          The
indemnity set out in subparagraph (a) of this Section 8 does not
apply to, and Local Matters shall have no liability for, any IPR Claim to the
extent that the IPR Claim arises:  (i) from
the use of any alteration of the Software made by any party other than Local
Matters or a party expressly authorized by Local Matters if such infringement
would have been avoided by the use of unaltered Software; or (ii) the
combination, operation or use of any of any Software furnished under this
Agreement with products or data not furnished by Local Matters or products or
data not approved by Local Matters in writing (such approval not to be
unreasonably withheld or delayed) for use with the Software if such
infringement would have been avoided by the use of the Software without such
products or data.  For avoidance of
doubt, Software altered or modified by Local Matters or a party expressly
authorized by Local Matters, will not fall into the exception under 8(c)(i).


 


(d)         If
a Deliverable is held or is reasonably believed by Local Matters to infringe
any third-party Intellectual Property Rights, Local Matters shall use
commercially reasonable endeavors, at its cost and expense to: (i) obtain
the rights for the Customer, each Operating Company and relevant Third-Party
Service Provider to continue to possess and use that Deliverable in the manner
permitted by this Agreement; or (ii) modify the infringing part of the
Deliverable so as to avoid infringement but in such a way that it materially
complies with the applicable Specifications. 
If Local Matters is unable to obtain such rights or modify the
infringing part of the Deliverable in accordance with this subsection within a
reasonable period (not exceeding 10 days), then either party shall be entitled,
without prejudice to its other rights and remedies, to terminate the affected
Order Form and all licenses contained herein and Local Matters shall
refund the License Fees already paid to Local Matters, depreciated on a
four-year straight-line basis.


 


(e)          This
Section 8 states the Customer’s and each Operating Company’s exclusive and
entire remedy and Local Matters’ entire liability in connection with an IPR
Claim.


 


9.              GENERAL INDEMNITY


 


Customer will defend and indemnify Local Matters
against any and all losses, costs, liabilities or expenses (including attorneys’
fees) incurred by Local Matters in connection with any third-party claims,
actions or suits arising out of or related to: (i) any acts or omissions
of Customer in connection with its business or acts or omissions of its
sublicensees in connection with their use of the Deliverables, other than
arising out of any infringement covered by Local Matters’ indemnity obligations
in Section 8 above; or (ii) third-party infringement claims based
on:  (A) the Customer Content; (B) use
of altered Deliverables if such infringement would have been avoided by the use
of the unaltered Deliverables; or (C) the combination, operation or use of
the Deliverables furnished under this Agreement with products or data not
furnished by Local Matters or products or data not approved by Local Matters in
writing for use with the Deliverables if such infringement would have been
avoided by the use of the Deliverables without such products or data.


 


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


 

















 


10.       RESTRICTIONS


 


[***]


 


11.       CONFIDENTIALITY


 


(a)          Each
party acknowledges that it may be furnished or may otherwise receive or have
access to information relating to the other party’s past, present or future
products (including Local Matters IP), software, research, development,
inventions, processes, techniques, designs, price-data, price-list,
customer-lists, services, service materials or other technical data and
information (all of such information, and the existence and terms of this
Agreement and any related agreements is referred to as the “Confidential Information”).  Each party shall hold the Confidential
Information (and all physical or other forms thereof) in strict confidence and
shall not publish or disclose it to third parties, or use it or permit others
to use it in any way, commercially or otherwise, without the prior written
consent of the other party, as applicable, except as expressly permitted by
this Agreement, or as is necessary to perform its obligations under this
Agreement or to comply with regulatory or statutorily imposed obligations.  Each party agrees that it will cause all of
its employees, subcontractors (including employees of subcontractors) and any
other persons that obtain, receive or have access to any Confidential
Information to be bound to hold all Confidential Information of the other party
in confidence to the standard required by this Agreement.  In addition, where the Confidential
Information is required to be disclosed to a person who is not an employee or
under a professional duty to protect the confidentiality of the Confidential
Information, the party shall cause that person to enter into a confidentiality
agreement on terms at least as protective of the other party’s Confidential
Information as this Agreement, a copy of which shall be provided to the other
party upon request.


 


(b)         Except
for the Deliverables detailed in an Order Form, the restrictions of
subsection (a) above shall not apply to specific Confidential
Information that is:  (i) publicly
known when first disclosed to the receiving party or that thereafter becomes
publicly known through no act or omission of the receiving party; (ii) already
known to the receiving party at the time it is first disclosed by the
disclosing party or its representatives as evidenced by the receiving party’s
written records; (iii)  rightfully received by the receiving party,
without restriction on disclosure, from a third party which is not under an
obligation of nondisclosure to the disclosing party; or (iv) independently
developed by or for the receiving party by persons not having access to such
Confidential Information, as evidenced by the receiving party’s written
records.


 


(c)          In
addition, each party shall be entitled to disclose the other party’s
Confidential Information only to the extent such disclosure is requested by the
order or requirement of a court, administrative agency, or other governmental
body. In these circumstances the party required to make the disclosure shall
provide prompt and advance notice (where it is lawful and reasonably practical
to do so) so that the other party has sufficient opportunity to seek a
protective order or otherwise prevent such disclosure.


 


(d)         Neither
party shall, without the other party’s prior written consent (which consent
shall not be unreasonably withheld), advertise or publicly announce that it has
entered into this Agreement with the Customer. 
The parties may mutually agree to draft a mutual press release
acknowledging the existence of this Agreement and the relationship contemplated
herein.  Notwithstanding the foregoing,
the parties agree that any advertisement or public announcement necessary to
comply with regulatory or statutorily imposed obligations shall not require the
prior written consent of either party.


 


(e)          This
Section 11 will survive any termination of the Agreement until
Confidential Information enters a category in Section 11(b).  Upon termination of this Agreement each party
will promptly return any Confidential Information of the other party in its
possession or control except where it is authorized to continue to use that
Confidential Information under this Agreement.


 


12.       TERM AND TERMINATION


 


(a)          The
term of this Agreement will begin on the Effective Date and will continue
indefinitely unless terminated pursuant to this Section 12.


 


(b)         If
either party materially breaches any provision of this Agreement or an Order
Form, the non-defaulting party may, without prejudice to its other rights or
remedies, give written notice to the defaulting party specifying the breach.  If the defaulting party does not cure the
breach within 30 days of the receipt of such notice, then the other party to
this Agreement may (to the extent the breach is a material breach of the
Agreement) terminate this Agreement or (to the extent the breach is a material
breach of an Order Form) that Order Form, on written notice to the defaulting
party provided that neither party shall be entitled to terminate the Agreement
under this Section 12(b) if the Customer has issued notice of
termination under Section 12(d) within such 30 day period.


 


(c)          Without
prejudice to its other rights or remedies, each party may terminate this
Agreement upon written notice to the other party: (i)  if the other party
makes a general assignment for the benefit of creditors, suffers a receiver to
be appointed for it, or becomes unable to pay its debts in the ordinary course
as they become due, or (ii)  if the other party files a voluntary petition
in bankruptcy, or has an involuntary petition in bankruptcy filed against it,
which petition is not dismissed within sixty (60) days; (iii) in
accordance with Section 16.


 


(d)         The
Customer may at any time terminate this Agreement for convenience by  (i) providing Local Matters at least 90
days prior written notice, and (ii) paying Local Matters the applicable
transition services fee as set forth in Schedule 7 to provide for the orderly
business transition of Deliverables. 
[***]


 


(e)          Upon
termination of this Agreement or an Order Form for any reason any amounts
due and payable to Local Matters under


 


[  ] =
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 Agreement before such termination will be
immediately due and payable and the Customer will pay such amounts within
thirty (30) days of the effective date of termination. Subject to the Customer’s
right to receive Source Code under Section 12(d), if this Agreement or an
Order Form is terminated by Local Matters, all licensed rights granted in
this Agreement or under that Order Form (including, without limitation,
all rights sublicensed by Customer) will immediately terminate, and the
Customer and each Operating Company and Third-Party Service Provider must
promptly discontinue all use of the Deliverables, erase all copies of the
Deliverables from Customer’s computers, and return to Local Matters, or at
Local Matters’ option destroy, all copies of the Deliverables on tangible media
in Customer’s possession or control and certify in writing to Local Matters
that Customer has fully complied with these requirements.   For the avoidance of doubt, if this
Agreement or an Order Form is terminated by the Customer, all licensed and
sublicensed rights granted pursuant to Section 2 shall be unaffected and
the Company and each relevant Operating Company and Third-Party Service
Provider shall continue to be permitted to use the Deliverables on the terms
set out in such Section 2, subject to the terms and conditions of the
Agreement.  On any termination of this
Agreement or of any Order Form Local Matters shall promptly refund to the
Customer any Maintenance Fees paid for the then-current Maintenance term for
which Maintenance Services were not received prior to the date of termination
on a pro rata basis.


 


(f)            A
party terminating this Agreement pursuant to the terms hereof shall not be
liable to the other party for any claims, damages or liabilities to the other
party arising by reason of the exercise of such right to terminate.


 


(g)         The
provisions of the following Sections will survive the termination of this
Agreement: 1, 2 (b)-(g) (but only if the Agreement is terminated by
Customer pursuant to 12(b) or 12(d)), 4, 5, 6, 7, 8, 9, 11, 12, 13, 14,
15, 16, and 18.  Termination of this
Agreement will not affect any rights that accrued prior to the effective date
of termination including in the case of the Customer, any accrued rights of any
of the Operating Companies.


 


13.       LEGAL COMPLIANCE


 


Each party hereby represents and warrants to the other
party that:  (i) it is duly
organized, validly existing and in good standing under applicable laws; (ii) it
has full power and authority to conduct its business as and to the extent now
conducted; and (iii) it has full power and authority to execute and
deliver this Agreement.


 


14.       NOTICES


 


Any notice required or permitted to be given under
this Agreement shall be in writing and shall be duly given if delivered
personally or sent by fax, email or posted in the mail, postage prepaid,
registered or certified, return receipt requested, addressed to the parties at
their addresses hereinabove set forth or at such other address as such party
may designate in writing with respect to itself from time to time.  Notice shall be deemed to be effective on the
fifth working day after such notice is mailed or if sent by fax or email,
notice shall be deemed to be effective on the date such notice is sent (but
only if a confirming copy is delivered by any of the other means of dispatch for
notices permitted hereunder).


 


15.       ASSIGNMENT


 


(a)          Subject
to subparagraphs 15(b) or (c), neither party may assign, transfer or
novate, by operation of law or otherwise, any of its rights or obligations
under this Agreement to any third party without the other party’s prior written
consent.


 


(b)         Nothing
in this Agreement shall restrict either party from assigning, transferring or
otherwise disposing of any of its rights or obligations under this Agreement to
any person acquiring all or substantially all of such party’s business and
assets, whether by merger, sale of assets, sale of stock or otherwise.


 


(c)          Nothing
in this Agreement shall prevent or restrict the Customer from assigning,
transferring or otherwise disposing of any of its rights or obligations under
this Agreement to any Affiliate of the Customer, provided that such Affiliate
first agrees in writing to be bound to the terms and conditions of this
Agreement.


 


(d)         Any
attempted assignment or transfer in violation of the foregoing will be
void.  This Agreement shall be binding
upon and shall inure to the benefit of each party’s permitted successors and
assigns.


 


(e)          Local
Matters acknowledges that the Customer and its Operating Companies may, from
time to time, be restructured such that, for example, divisions of the Customer
may be disposed of or become separate legal entities, and subsidiaries of the
Customer may be disposed of. Local Matters will, if so requested by the
Customer, negotiate in good faith with any new legal entity which results from
that restructuring, any entity which is disposed of by the Customer, or any
entity to which part of the Customer has been transferred (“New Entity”) and execute a new agreement on
terms substantially the same as this Agreement and providing for the grant of a
licence to the New Entity to for the Deliverables of the same scope and
duration as this Agreement (“New  Agreement”). The license fees to be paid by
the New Entity to Local Matters will be charged for at Local Matter’s standard
rates of charge for the time being in force. 
Upon execution of a New Agreement, all licensed and sublicensed rights
granted to the New Entity, if any, will terminate.


 


[  ] =
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.


 

















 


16.       FORCE MAJEURE


 


Any failure or delay in the performance of any duties
or obligations of either party (except the payment of money owed) will not be
considered a breach of this Agreement if such failure or delay arises out of or
occurs directly because of any of the following cause or causes to the extent
that they were beyond its reasonable control without its fault or negligence:
governmental acts or directives, strikes, acts of God, war, insurrection, riot
or civil commotion, fires, earthquakes, flooding or water damage, explosions,
embargoes, except with respect to payments to be made to the other party,
provided, however, that a party unable to perform because of such events gives
prompt notice to the other party and uses its reasonable efforts to mitigate
the effects of such causes.  If the delay
continues for more than 20 cumulative days, the unaffected party may terminate
this Agreement without liability by providing written notice to the affected
party.


 


17.       SOFTWARE ESCROW


 


Contemporaneously with the signing of this Agreement,
the parties shall enter into the Escrow Agreement.


 


18.       GENERAL PROVISIONS


 


(a)          This
Agreement shall be governed by and construed in accordance with the laws of the
state of New York, without giving effect to any conflicts of laws principles
that require the application of the law of a different jurisdiction.  The United Nations Convention on Contracts
for the International Sale of Goods is specifically disclaimed and shall not
apply to this Agreement.


 


(b)         If
there is any dispute between the parties arising out of or relating to this
Agreement (other than a dispute arising out of or relating to any IP Rights of
either party), such dispute shall be resolved in accordance with the following
process:


 


(i)             Any party claiming
that a dispute has arisen must give written notice to the other party setting
out the nature of the dispute and all other information relevant to the dispute.  If a party gives or receives a notice in
accordance with this Section, each party will promptly:


 


(A)      refer the dispute to an
appropriate representative of the party who has authority to settle the dispute
on behalf of that party;


 


(B)        give written notice to the
other party of the name, position and contact details of the party’s
representative to whom the dispute has been referred; and


 


(C)        Within 10 Working Days’ of
receipt of the written notice, the parties’ representatives must meet or
communicate (whether electronically, by video-conference or otherwise) and
undertake bona fide negotiations to resolve the dispute.


 


(ii)          In the event the dispute
is not satisfactorily resolved pursuant to subsection (b)(i) above, the
parties will refer the matter to their respective Chief Executive Officers who
shall within 10 Working Days meet or communicate (whether electronically, by
video-conference or otherwise) and undertake bona fide negotiations to resolve
the dispute.


 


(iii)       If the parties are not able
to resolve the dispute under subsection (b)(ii) within 20 Working Days,
the Chief Executive Officers will meet with an agreed neutral party to assist
them in reaching a satisfactory resolution to the dispute through bona-fide
negotiations.


 


(iv)      If the parties are not able
to resolve the dispute under Subsection (b)(iii) the dispute shall be
finally resolved through binding arbitration administered by the American
Arbitration Association under its Commercial Arbitration Rules on a
confidential basis in the City of New York, in the State of New York, in the
United States of America.  Each party
shall propose an arbitrator and the arbitrators proposed by the parties shall
select the third arbitrator who will serve as chair of the arbitral tribunal.   The
parties reserve the right to object to any proposed arbitrator who is employed
by or affiliated with a competing entity. 
An arbitration award will be final and binding on the parties hereto,
and judgment on the award rendered by the arbitrators may be entered in any
court of competent jurisdiction.


 


(v)         Despite the existence of
a dispute, each party must continue to perform its obligations under this
Agreement.


 


(c)          The
parties agree that this Agreement does not constitute Local Matters and
Customer as a partnership or joint venture, or Customer or any employee of
Customer as an employee or franchisee of Local Matters for any purpose
whatsoever.  Neither party shall have any
right or authority to assume or create any obligation or responsibility,
express or implied, on behalf of or in the name of the other party or to bind
the other party in any manner whatsoever except as specifically and expressly
authorized hereunder.


 


(d)         In
the event that any of the provisions of this Agreement are determined to be
invalid under applicable rules, statutes and laws, they are deemed to that
extent to be omitted and shall not affect the validity of the remainder of the
Agreement which will continue without the said provisions.


 


(e)          This
Agreement, including all schedules and exhibits hereto, constitutes the entire
agreement between the parties relating to the subject matter hereof and
supersedes all prior and contemporaneous agreements and understandings of the
parties relating thereto (including without limitation the Letter of Intent
dated ).  The terms of this Agreement
shall only be modified upon a written agreement signed by both parties.


 


(f)            The
Customer will comply fully with all relevant export laws and regulations.  Customer will not export or re-export (as
defined in the United States Export Administration Regulations) any
Deliverables or related technology or know-how, including without limitation
any components thereof and related information, unless Customer has first
obtained all required export licenses and other government approvals.


 


(g)         The
failure of a party to require performance by the other party of any provision
hereof shall in no way affect the right of


 


[  ] =
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 party thereafter to enforce same against the other
party, nor shall waiver by either party of a breach of any provision hereof by
the other party be taken or be held to be a waiver of any succeeding breach of
such provision or as a waiver of the provision itself.


 


(h)         The
relationship of Customer and Local Matters is that of independent contractor,
and nothing in this Agreement (a) gives either party the power to direct
or control the day-to-day activities of the other, (b) makes the parties
partners, joint venturers, co-owners, or participants in any joint undertaking,
or (c) allows either party to create or assume any obligation on behalf of
the other.


 


(i)             The
section headings herein are for convenience of reference only and shall not
effect the construction of this Agreement. In this Agreement unless the
contrary intention appears, a reference to: (i) words such as “including”
and “for example” does not, and is not intended to, result in those words being
taken to be words of limitation; and (ii) time is a reference to the time
in Denver, Colorado, US.


 


(j)             Notwithstanding
any other provisions herein, no party will be deemed as a third-party beneficiary
to this Agreement.


 


(k)          Local
Matters acknowledges that the Customer has entered into this Agreement for its
own benefit and for the benefit of the Operating Companies. The parties agree
that the Customer’s losses under this Agreement will be deemed to include any
losses suffered by any Operating Company rightfully receiving a right to use
the Deliverables or any of the services or other documentation provided by
Local Matters under this Agreement, whether arising in contract, in tort
(including negligence) under any statute or otherwise, provided that the losses,
liabilities, damages, costs, charges and expenses suffered by the Operating
Company (“Losses”) would have been
recoverable by the Operating Company if it had been a party to this Agreement in
the place of Customer, and Local Matters will not under any circumstances be
liable twice for the same Losses.


 


(l)             Each
party hereby acknowledges that unauthorized disclosure or use of: (i) in
the case of the Customer, Local Matters’ IP or any Confidential Information; (ii) in
the case of Local Matters, Customer’s Content and any Confidential Information,
could cause irreparable harm and significant injury to the other relevant party
that may be difficult to ascertain. 
Accordingly, the parties agree that each party has the right to obtain
immediate injunctive relief to enforce obligations of the other party in
relation to Local Matters’ IP, the Customer’s Content and any Confidential
Information under this Agreement in addition to any other equitable remedies
that it may have.


 


(m)       This
Agreement may be executed in counterparts, each will be deemed an original, but
all of such counterparts together will constitute one and the same agreement.


 


(n)         Each
party undertakes, at the request, cost and expense of the other party, to sign
all documents and to do all other acts, which may be necessary to give full
effect to this Agreement.


 


(o)         Local
Matters will grant Customer participation (including without limitation
influence and voting rights as applicable in the Local Matters process) in
product roadmap development for Internet Yellow Pages and Internet White Pages (IYP/IWP
Market) product development in proportion to the number of licenses granted by
Local Matters to Customer in the IYP/IWP Market.    Local Matters and Customer acknowledge and
agree that their collective goal is to collaboratively ensure that the product
roadmap maintains the Software as Best in Class.  To that end, and without limiting the
foregoing obligation, following acceptance of the Software, Local Matters will
provide the appropriate level of ongoing investment as determined by Local
Matters in its discretion applied to planning, research, development, operation
and management of licensable software related to local search and media so that
the Software maintains its Best-in-Class status in a mutually acceptable
timeframe.


 


(p)         Each
party shall pay the costs and expenses incurred by it in connection with the
entering into of this Agreement.


 


[  ] =
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.


 

















 


IN WITNESS HEREOF,
the parties have executed this Agreement effective as of the day and year first
above written.


 


	
  LOCAL MATTERS, INC.

  	
   

  	
  EUROPEAN DIRECTORIES HOLDING BV

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/ Susan Dalton

  	
   

  	
  By: 

  	
  /s/ S. Ross 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name: 

  	
   Susan Dalton 

  	
   

  	
  Name:

  	
   S. Ross 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title: 

  	
   EVP –
  Internet Technologies and Operations 

  	
   

  	
  Title: 

  	
   Finance
  Director 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date: 

  	
   May 9,
  2008

  	
   

  	
  Date: 

  	
   May 9,
  2008

  
											



 


[  ] =
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.


 

















 


SCHEDULE
1


 


FORM OF
ORDER FORM


 


THIS ORDER FORM (this
“Order Form”) is an Order Form under
the License Agreement dated as of [DATE]
between LOCAL MATTERS, INC. (“Local
Matters”) and EUROPEAN DIRECTORIES HOLDING BV
(“Customer”) (the “Agreement”),
and is effective as
of                            
    , 2008 (the “Order
Effective Date”). Unless specified to the contrary, capitalized
terms used in this Service Order but not defined herein shall have the meanings
given in the Agreement.


 


[for use for no-cost license to
EDSA:] [The parties intend for the Software and Third-Party
Software described in this Order Form to be licensed by Local Matters to
Customer under the terms and conditions of the Agreement as of the Order
Effective Date.  This Order Form may
describe Deliverables to be delivered by Local Matters to Customer under the
Agreement.  This Order Form contains
prices, compensation, and payment terms for the foregoing.]


 


[for use for sublicense rights from
EDSA to Operating Companies:] [The parties intend for EDSA to
grant sublicenses to the Software and Third-Party Software described in this
Order Form to the Operating Company named in this Order Form under
the terms and conditions of the Agreement as of the Order Effective Date.  This Order Form may describe
Deliverables to be delivered by Local Matters to Customer or Operating Company
under the Agreement.  This Order Form contains
prices, compensation, and payment terms for the foregoing.]


 


[for use for
sublicense rights from EDSA to Operating Companies:]


 


[Sublicenses:


 


Local Matters consents to EDSA granting the Operating
Company named herein a sublicense to EDSA’s rights licensed under the
Agreement, subject to the terms of the Agreement and this Order Form.  The sublicense will conform to the licenses
granted in the Agreement.  The sublicense
will terminate when the entity named as Operating Company herein is no longer
an “Operating Company” as defined in Section 2(s).]


 


Deliverables:


 


Local Matters will provide the following Deliverables
to the Customer:


 


Software:


 


[Insert
details of the relevant Software including a full description, version number
and correct title]


 


Third-Party Software:


 


[Insert details of
the relevant Third-Party Software including a full description, version number
and correct title]


 


Designated Equipment:


 


[Insert details of
any equipment that the Software or Third-Party Software must work with
including a full description and correct title]


 


Software Documentation:


 


[Insert details of
relevant Software Documentation to be provided by Local Matters]


 


Territory:


 


[Insert details of
Territory.]


 


Specifications:


 


[  ] = 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.


 

















 


[Insert reference
or attach copy of relevant Specification for the Software. Third-Party Software
or other deliverable]


 


Delivery Date:


 


Local Matters will use commercially reasonable efforts
to deliver the Deliverables as follows:


 


Maintenance Services:


 


Local Matters will provide the Maintenance Services to
the following Maintenance Sites:
                                      
in addition to providing the Maintenance Services to the Customer.


 


Fees:


 


License Fees


 


The Customer shall pay to Local Matters a one off
single License Fee for the following Deliverables, Local Matters being entitled
to submit an invoice to the Customer for the Deliverable


 


Mapping Fees:


 


Local Matters provides maps
and routes on a per transaction basis of
$                    per
map and $                
per route.


 


There is also an annual charge
of $            
for mapping data updates.


 


Maintenance Fees:


 


The Customer shall pay to Local Matters an annual
maintenance fee for the provision of the Maintenance Services as follows:


 


The Maintenance Fee for the first contract year (the
12 months beginning on Go-Live Date or each anniversary thereof being a “Contract
Year”) is included in the License Fees set out above.


 


After the first Contract Year, the Customer shall pay
to Local Matters in consideration of the Maintenance Services an annual
maintenance fee of  €[Insert Maintenance
Fees], Local Matters being entitled to submit an invoice
to the Customer for the provision of the next Contract Year’s Maintenance
Services up to 30 days prior to the expiration of the current Contract Year.


 


	
  Project Managers

  	
   

  	
  [***]

  
	
  Requirements Analysts

  	
   

  	
  [***]

  
	
  Designers

  	
   

  	
  [***]

  
	
  Information Architects

  	
   

  	
  [***]

  
	
  Software Engineers

  	
   

  	
  [***]

  
	
  Senior Software Engineers

  	
   

  	
  [***]

  
	
  Quality Assurance Engineers

  	
   

  	
  [***]

  
	
  Ontologists

  	
   

  	
  [***]

  



 


Additional features, functionality, or Local Matters’
modules are available pursuant to additional addenda executed by Local Matters
and Customer.


 


Payment Schedule


 


[insert on case by
case basis]


 


Mapping Fees


 


	
  ·

  	
  Monthly based on transactions

  
	
   

  	
   

  
	
   

  	
  [  ] = 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.

  



 

















 


Maintenance Fees


 


Per payment terms under the Agreement


 


	
  EUROPEAN
  DIRECTORIES HOLDING BV 

  	
   

  	
  LOCAL
  MATTERS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
  Authorized Signature

  	
   

  	
   

  	
  Authorized Signature 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Printed Name 

  	
   

  	
  Printed Name 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Title

  	
   

  	
  Title

  
							



 


[  ] = 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.


 














 


SCHEDULE 2


 


MAINTENANCE
SERVICES


 


During the term of the Agreement, and provided that
Customer has paid the applicable Maintenance Fees then owing to Local Matters,
Customer, and if agreed to in an Order Form, the Customer and each of the
Operating Companies , shall receive the maintenance services as are more
particularly described in this Schedule 2. 
The Customer, at its sole expense, agrees to establish and maintain a
single point of contact to assist Local Matters in coordinating and providing
the maintenance services as set forth herein.


 


Definitions.


 


Capitalized terms not defined in this Schedule 2
have the meanings given them in the main body of the Agreement.


 


“Documentation” means the written technical
documents, including artifacts, installation instructions, and release notes
provided to Customer, and if agreed to in an Order Form, the Customer and each
of the Operating Companies ,with the Software by Local Matters pursuant to an
Order.


 


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


 


“Error” means a reproducible failure or condition
of the Software to conform to the Specifications for the Software..


 


“Update” means any minor revision to the Software
licensed hereunder consisting of Error fixes and/or minor functional
enhancements issued by Local Matters from time-to-time, generally made
available to Local Matters’ customers who license the Software.  The term “Updates” does not include new
versions or Enhancements.


 


1. Scope of Services.


 


During the term of the
Agreement, Local Matters will provide to the Customer, and if agreed to in an
Order Form, the Customer and the applicable Operating Company,  the following maintenance services
for the Deliverables provided by Local Matters pursuant to this Agreement:


 


·                  the corrections of any Errors in the
Software so that the Software will operate in material compliance with the
Specifications  (Corrective Maintenance);
and


 


·                  the provision of Periodic Updates of the
Software that incorporate (A) corrections of any Errors, or (B) at
the sole discretion of Local Matters, Enhancements to the Software; and


 


·                  a help desk service as set out below.


 


2. Corrective Maintenance


 


·                  Problem Reporting and Support –The Customer, and if agreed to in an
Order Form, the Customer and an applicable Operating Company, may report
Software defects as an incident via Local Matters’ support website to Local
Matters’ support system directly. The Customer and if agreed to in an Order
Form, the Customer and an applicable Operating Company, can report any incident
via Local Matter’s website on any day and at any time. For reported severity 1
incidents (as described below), Local Matters shall provide to the Customer,
and if agreed to in an Order Form, the Customer and an applicable Operating
Company, corrective maintenance support 24x7. For other severity incidents,
Local Matters shall provide the Customer, and if agreed to in an Order Form,
the Customer and an applicable Operating Company with corrective maintenance
support from Monday through Friday (08:00 - 17:00, GMT+1), excluding Local
Matters’ public holidays.


 


[  ] = 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.


 

















 


·                  When reporting an incident, Customer or
the Operating Company personnel should provide the following information as a
minimum:


 


·                  Customer or the Operating Companies ID;


 


·                  Customer or Operating Companies Password;


 


·                  Customer or Operating Companies contact
name;


 


·                  Local Matters product name and version;


 


·                  Severity of the incident; and


 


·                  Description of the problem.


 


·                  Local Matters shall ensure that an
incident will be generated by Local Matters’ support system as a result of this
initial Local Matters’ support website entry made by the Customer (or the
Operating Company as the case may be) and that an incident number will be
assigned and communicated to the Customer or any the Operating Company as the
case may be as the control number by Local Matters’ support system. The
incident number should be used in all future communication concerning the
problem.


 


·                  Local Matters will assign a severity
level to the incident in its reasonable but sole discretion in accordance with
the definitions set forth in this Agreement taking into account the severity of
the incident as reported by the Customer or the Operating Company as logged
above and the agreed definitions of severity as set out below.  The Customer has the right to object and
refer to the dispute resolution clause if it disagrees with the severity level
assigned by Local Matters.


 


·                  Local Matters shall ensure that each
incident will be recorded in the Local Matters’ support database. Local Matters’
support system contains records about each problem and the solution (or fix)
for it. It also contains records about Local Matters’ customers, products and
service organizations.


 


·                  Local Matters shall ensure that its
support system sends an email acknowledgement as soon as possible to the
Customer’s or if applicable, the Operating Companies contact on the incident
indicating that the incident has been received. Local Matters’ customer support
personnel will then contact the Customer or the Operating Company as the case
may be within the defined time periods (as set out below for the relevant
severity level) to begin problem investigation.


 


·                  Local Matters’ customer support personnel
will then provide problem resolution and maintain the incident to closure in
accordance with the response times set out below. The Customer, and if agreed
to in an Order Form, the Customer and an applicable Operating Company, may
obtain incident status at any time via Local Matters’ support website. Also,
the Customer and if agreed to in an Order Form, the Customer and an applicable
Operating Company, may update an existing incident with new information via the
website.


 


·                  If a problem requires on-site assistance,
the then Local Matter’s then standard current hourly rates shall apply.  Local Matters will not travel on-site until
Customer agrees that Local Matters can attend the relevant site and the parties
execute a separate Statement of Work for the provision of those services.


 


The following is a
definition of problem severities:


 


SEVERITY 1 (CRITICAL) DESCRIPTION


 


The Customer or an
Operating Company, as the case may be, cannot use the Software, which has a
critical impact on the business operation, including the Customer’s or an
Operating Company’s ability to deliver services to its customers in accordance
with its contractual obligations. An immediate circumvention or solution is
required.


 


Local Matters will
attempt to determine an immediate solution to a severity 1 incident and will
use commercially reasonable efforts to work around the clock to provide a fix
or a temporary circumvention (In case of a temporary circumvention, the
severity level will be 


 


[  ] = 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.


 

















 


renegotiated with the
Customer or the Operating Company on site and available to Local Matters’
support personnel until the problem is resolved.)


 


Local Matters’ assigned
problem manager will provide the status of the problem resolution to Customer
or the Operating Company (as the case may be) contact periodically.


 


Examples of Sev 1:


 


·                  Production Software, 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, the Software functions, but business processes and multiple users are
impacted by a persistent negative user experience.


 


·                  Security breach (e.g. computer virus).


 


·                  Misleading or offensive hyperlinks (porn
sites)


 


SEVERITY 2 (MAJOR) DESCRIPTION


 


The Customer or an
Operating Company can use the Software, but the business operation and/or the
Customer’s or the Operating Company’s ability to deliver services to its
customers in accordance with its contractual obligations is severely
restricted.


 


Examples of Sev 2:


 


·                  The website 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 Customer or an Operating Company, if
applicable and Local Matters 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.


 


SEVERITY 3 (MINOR) DESCRIPTION


 


The Customer or an
Operating Company can use the Software with some restrictions on the functions,
but all material functionality is generally available. These restrictions do
not have a critical impact on the business’s operations and/or the Customer’s
or an Operating Company’s ability to deliver services to its customers in
accordance with its contractual obligations is impacted.


 


Examples of Sev 3:


 


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


 


·                  Business detail page is not
available


 


·                  Mapping draws are unavailable


 


·                  Incremental search index updates are
unavailable


 


·                  Misc errors such as typographical errors,
incorrect UI or Text etc.).


 


RESPONSE TIMES


 


Local Matters shall
respond to the Customer or Operating Company, provide progress reports and
resolve the error in accordance with the times frames set out below:


 


[  ] = 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.


 

















 


	
  Sev

  	
   

  	
  Impact

  	
   

  	
  Time
  to Respond

  	
   

  	
  Progress

  Report

  	
   

  	
  Time
  to Restore

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1

  	
   

  	
  Critical Impact

  	
   

  	
  15 minutes

  	
   

  	
  1 hour

  	
   

  	
  4 hours

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2

  	
   

  	
  High Impact

  	
   

  	
  1 hour

  	
   

  	
  2 hours

  	
   

  	
  8 hours

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3

  	
   

  	
  Low Impact

  	
   

  	
  Receipt acknowledged through automated system.

  	
   

  	
  Available to Customer via the defect tracking
  system

  	
   

  	
  10 days to notify Customer of a Defect
  Resolution schedule and planned release date or to develop a mutually agreed
  upon resolution.

  



 


3. Help Desk Service


 


Local Matters will make
available to Customer and the Operating Companies a reasonable amount of remote
assistance is available during Local Matters’ normal business hours (excluding
local Local Matters holidays) via telephone, fax, or e-mail to provide the
Customer with code-related technical assistance and trouble shooting. For
example, questions regarding availability of code corrections, Error fixes,
Updates, use, operation, or the interpretation of the Software’s results.  Local Matters shall provide the Customer and
each Operating Company with help desk support from Monday through Friday (08:00
AM - 17:00 PM, GMT +1), excluding Local Matters’ public holidays.


 


If Local Matters
determines on-site assistance is required, and the problem is a failure of the
Software to perform according to its then applicable Specifications on the
Designated Environment, no charges will apply. If Local Matters determines that
on-site assistance is not required, or if the Customer expressly requests
on-site assistance and agrees in advance to pay additional fees for the
provision of those on site services, the then current Local Matters then
standard hourly rates of charge will apply.


 


Obligations Of Customer


 


(a)                                   Customer
Contact.
The Customer or if applicable an Operating Company shall notify Local Matters
of Customer’s or Operating Company’s designated customer contact (“Customer
Contact”). To the maximum extent practicable, the Customer’s or if applicable,
Operating Company’s communications with Local Matters will be through the Customer
Contact.


 


(b)                                  Installation. The Customer or if
applicable, an Operating Company, will install all corrections of substantial
defects, minor bug fixes and Updates, including Enhancements, if any, provided
by Local Matters for the Software as part of the Maintenance Services in
accordance with the instructions and in order of receipt from Local Matters,
including setting up and maintaining an appropriate operating environment. In
order to receive the Maintenance  Services
under this Agreement, the Customer or if applicable, an Operating Company, must
be on the current or previously available release of the Software as provided
by Local Matters.


 


(c)                                   Facility
and Personnel Access. Upon receipt of notice from Local Matters, the
Customer or if applicable, an Operating Company, agrees to grant Local Matters
reasonable access to Customer’s or if applicable, Operating Company’s
facilities and personnel concerned with the operation of the Software during
normal work hours to enable Local Matters to provide defect support. Such
access shall be sufficient free and safe for Local Matters to fulfil its
obligations. Any access by Local Matters to any site of the Customer or any
Operating Company shall be subject to Local Matters complying with all of the
Customer’s (or any Operating Companies) health and safety and security policies
or such other requirements as made known to Local Matters from time to time
while attending the site and Local Matters further agrees to use reasonable
endeavours to minimise any disruption to the operations of the Customer or any
Operating Company while on the Customer’s or the Operating Companies site.


 


(d)                                  Error
Documentation. Upon detection of any Error in the Software, the Customer or if
applicable an Operating company, as requested by Local Matters, agrees to
provide Local Matters a listing of output and any other data including
databases and 


 


[  ] =
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.


 





















 


backup
systems, that Local Matters reasonably may request in order to reproduce
operating conditions similar to those present when the Error occurred.


 


(e)                                   Error
Handling. 
The Customer (or if applicable, an Operating Company) or
its representatives will provide all first level and second level support for
Deliverables.  Local Matters will provide third level technical support
for all Deliverables only to Customer, any Operating Company as specified in an
Order Form or their representatives; Local Matters will have no obligation
to provide any support directly to Customer’s or Operating Companies’ customers
or users. Technical support issues will be managed at the first and second
level by the Customer, Operating Companies, or their third parties.


 


First
Level Support includes the following:


 


·                  Clarification of functions and features of the
Software;


 


·                  Clarification of the Software documentation;


 


·                  Guidance in using the Software;


 


·                  Collection of relevant technical problem
identification information, filter user/operator problems from real technical
problems; and


 


·                  Respond to customer with resolution or escalation
information.


 


Second Level Support
includes the following:


 


·                  Defect isolation and Software spec defect
determination, and elimination of network, router, hardware and OS problems;


 


·                  Assistance in identifying and verifying the causes of
suspected Defects;


 


·                  Advice on bypassing identified Defects, if reasonably
possible;


 


·                  Action plan definition;


 


·                  Identification, localization and reporting of Defects
that they are unable to resolve;


 


·                  Respond to customer with resolution or escalation;


 


·                  Restart Services / servers; and


 


·                  Check Logs.


 


[  ] =
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.


 

















 


SCHEDULE 3


 


OPERATING
COMPANIES


 


1.           
DE TELEFOONGIDS B.V.


P.O. BOX
77863


1070
LL AMSTERDAM


THE
NETHERLANDS


 


2.           
FONECTA OY


P.O. BOX 202


FI-00511 HELSINKI


FINLAND


 


3.           
HEROLD BUSINESS DATA GMBH


GUNTRAMSDORFER STRASSE 105


2340 MÖDLING


AUSTRIA


 


4.           
MEDIATEL SPOL S.R.O, CZECH REPUBLIC


THARMOVA 16


186 00 PRAHA 8


CZECH REPUBLIC


 


5.           
MEDIATEL SPOL S.R.O., SLOVAKIA


THARMOVA 16


186 00 PRAHA 8


CZECH REPUBLIC


 


6.           
DE GULE SIDER A/S


RØDOVREVEJ 241


DK-2610 RØDOVRE


DENMARK


 


7.           
LOKALDELEN I SVERIGE AB


BOX
623


S-301
16 HALMSTAD


SWEDEN


 


8.           
PKT.PL POLSKIE KSIKI TELEFONICZNE SP. Z O.O.


AL.
SOLIDARNOCI 128


01-195
WARSZAWA


POLAND


 


[  ] =
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.


 

















 


SCHEDULE
4


 


SOFTWARE


 


Destination
Search


 


The Destination Search
application suite will allow the Customer to apply local content and
advertising into differentiated, contemporary local search websites.  The software provides an advanced array of
search, mapping, directory, shopping and planning tools. The DS platform
consists of several independent, interoperable modules.


 


General


 


·                  Default font set at 14px Arial


·                  Allows for a standard larger font
presentation as the default for all on-screen text, previous versions supported
the ability to choose a smaller font.


·                  Ad server software


·                  Enables the integration of 3rd Party
ad-serving software and leaves an area in the left gutter to display standard
size image and text ads.


·                  User friendly error display


·                  Provides contextual error messaging as
opposed to generic Messages.


·                  Browse pages for SEO


·                  Each listing has a browsable equivalent
that can be reached by search engine spiders/crawlers to promote search engine
optimization.


·                  Pretty urls


·                  Url’s are no human readable vs. long
alphabetic query strings.  This promotes
reuse and track backs.


·                  Pretty 404 page, with better language.


·                  When an invalid url is reached the system
provides a user friendly message instead of system generated page not
found 404 error.


·                  Product Search


·                  Allows for product based search on a
location basis


·                  Data to be provided by publisher, through
self service, or through integration with a 3rd party data provider


·                  Implementation details may vary based on
provider capabilities


 


Personalization


 


·                  Register for a new account


·                  Log in to an existing account


·                  Store listings in my places (does not
require login) NOTE: limit to a max of 50 stored


·                  Store custom locations like home or work,
and use in searches (requires login)


·                  Fluid pan and zoom interactive map
(showing saved and custom locations)


·                  Manage account information (email, home
address, work address, password)


·                  Print my places


·                  Inferred user preferences stored in a
cookie


 


Search Results


 


·                  Shows a large static map with results
plotted


·                  One control to switch views - list view
vs. map view


·                  Simplified message text indicating the
number of listings and pagination.


·                  Refinements hidden unless requested


·                  Results show:


·                  Business name


·                  Address, if available (NOTE: no postal
code should display on results)


·                  Phone number


·                  Distance from search location’s center


·                  Business logo, if available


·                  Improve layout of listings


 


[  ] =
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.


 

















 


·                  Listings include a thumbnail image and
encourage users to click or roll-over the listing for more details.


·                  Sort results by


·                  Relevance


·                  Distance


·                  Alphabetically by business name (A-Z and
Z-A)


·                  Refine (narrow or expand) results by


·                  Property


·                  Category


·                  Distance (search radius)


·                  First letter of business name


·                  View details preview (rollover on
business name) that includes:


·                  Business Name


·                  Phone number, if available


·                  Display ad , if available


·                  Business description, if available


·                  Ratings and Reviews, if available


·                  Hours of operation, if available


 


Details page


 


·                  View business details page to see
all information associated with a listing, including


·                  Business name


·                  Phone number(s)


·                  Address, if available


·                  Hours of operation, if available


·                  Website link, if available


·                  Tagline, if available


·                  Description, if available


·                  Properties and terms, if available


·                  Preview of yellow pages ad or image,
if available


·                  Link to enlarged yellow pages ad or
image, if available


·                  Print details


·                  Email details to a friend


·                  Large fluid pan and zoom interactive map


·                  Find nearby search bar


·                  Get directions


·                  Save to my places


 


Compare


 


·                  Compare businesses side-by-side.


·                  Sort results by


·                  Relevance


·                  Distance


·                  Alphabetically by business name (A-Z and
Z-A)


·                  Print the comparison


·                  Email the comparison


 


Mapping


 


·                  Results on Map


·                  Large resizable fluid pan and zoom
interactive map


·                  Option to collapse left/right column to
give map full page real estate


·                  Collapsible results list


·                  Interactive map inset


·                  Draggable custom location markers


 


[  ] =
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.


 

















 


·                  Drag a custom marker on to a point of the
map, name it and save it to your custom locations.


·                  Redesign map navigation. functions
(compass rose, zoom) to give map more real estate


·                  The compass and zoom controls in mapping
have been made smaller and transparent to preserve more screen real estate.


·                  Displaying Polylines/Polygons on map


·                  Support for reading a defined data set
(such as neighborhoods) for display and searching in map view.


·                  Real-time traffic information


·                  Integration of real time traffic through
the deCarta DDS to display current traffic conditions including accidents,
events and congested areas.


·                  Aerial Imaging


·                  Support for display of Aerial satellite
imagery over same tile framework supported for core street maps.
Implementations may vary dependant on data providers.


·                  Pictometry


·                  Support for display of pictometry over
same tile framework supported for core street maps.  Implementations may vary dependent on the
data providers.


·                  Sort results by


·                  Relevance


·                  Distance


·                  Alphabetically by business name (A-Z and
Z-A)


·                  Refine (narrow or expand) results by


·                  Property


·                  Category


·                  Distance (search radius)


·                  First letter of business name


·                  Map Flyout contains


·                  Business logo, if available


·                  Business name


·                  Phone number


·                  Address, if available


·                  Get directions


·                  Save to my places


·                  Find nearby search bar


·                  Print maps


·                  Email maps


Improve URLS in email
(email a friend)


·                  Emails of listings also support a
friendly human readable URL vs. a long querystring.


 


Map Search


 


·                  Map search tab


·                  Map based searching as an alternative to
listed results is accessible through the main interface.


·                  Re-search conducted when map is panned or
zoomed


·                  As part of map based search, a separate
search is executed at each pan or zoom level to present the most relevant
results based on location.


·                  Option to collapse left/right column to
give map full page real estate


·                  Full screen map view is also available in
the map based search view.


 


Routing / Get Directions


 


·                  Simplified Directions


·                  Draggable custom location markers


·                  Same functionality as above is available
in the get directions section.


·                  Real-time traffic information


·                  Same functionality as above is available
in the get directions section


·                  Aerial Imaging


·                  Same functionality as above is available
in the get directions section


 


[  ] =
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.


 

















 


·                  Directions page to fit several
maneuvers on 1024x768


·                  Improved layout of display to fit more
above the fold turn by turn directions


·                  For single and multiple stops


·                  Rearrange nodes in a multi-stop route


·                  Reverse directions from a destination


·                  Get directions based a preferred type of
route (fewest turns, quickest etc)


·                  Drag custom locations and incorporate
into route


·                  Print directions


·                  Email directions


 


Ratings and Reviews


 


·                  Rate advertiser


·                  Core Widget to provide a business rating
(can be set up to have an administrator sent the rating to approve)


·                  Provide review of advertiser


·                  Core Widget to provide a business rating
(can be set up to have an administrator sent the rating to approve)


·                  Display ratings and reviews on all
advertiser pages


·                  The ratings and views widget is displayed
on multiple pages


·                  Results set


·                  Business Details Page


·                  Compare Page


 


Area
Guides


 


Areaguides provides local
content for a region’s cities and towns allowing site visitors to have quick
and easy access to a wealth of up-to-date local and travel related information
tailored to the city, town or neighborhood of their interest.  This is accomplished through the Customer’s
partnerships with content partners for data such as travel, relocation, real
estate, apartments, and local events. 
The Guides’ search tools and mapping features enable users to identify
what they are looking for and direct links to partner sites provide the ability
to complete reservations and bookings online. 
Multiple sources of proprietary and licensed content, provided by the
Customer are integrated and combined to provide meaningful and useful
information targeted to regional residents, travelers and those looking to
relocate.


 


Geographic Levels


 


The following geographic levels are
supported:


·                  Global


·                  Regional


·                  Country


·                  State/Province


·                  City


·                  Neighborhood


·                  Ability
to add other geographic levels


 


Content


 


The site is designed to support a variety
of local content, including:


·                  Yellow
Pages


·                  White
Pages


·                  Weather


·                  Events
and Activities


·                  Movies


·                  Job
listings


·                  City
population and other demographics


·                  News


·                  Classifieds


·                  University
listings


·                  School
listings


 


[  ] =
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.


 

















 


·                  Attractions


·                  Hotel
listings


·                  Tours


·                  Apartment
listings


·                  Real
estate listings


·                  Airline
ticket, car rental, vacation  package
search


·                  Hotel,
air, car deals


·                  Vacation
rentals


·                  Text
ads


·                  Banner
ads


 


Data Integration Methods


 


The following integration methods are
supported:


·                  Web
service


·                  Data
feed


·                  Rss
feed


·                  Iframe


·                  Proxy


 


Search


 


Search is supported by:


·                  Name/Term


·                  Address


·                  Zip
code


·                  Category/listing
type


·                  Various
attributes, including min price, max price, room number, size, amenities, date,
date range


·                  Radius
from search location’s center


 


Search Results


 


Search results can include:


·                  A
small static map with results plotted


·                  Listing
name


·                  Address


·                  Phone
number


·                  Web
site


·                  Distance
from search location’s center


·                  Business
logo


·                  Image(s)


·                  Description


·                  Amenities


·                  Pricing


·                  Rating


·                  Links
to partners


·                  Partner
attribution


 


Sorting is supported by:


·                  Relevance


·                  Distance


·                  Alphabetically
by business name (A-Z and Z-A)


·                  Various
attributes, including min price, max price, room number, size


 


Results on Map


 


·                  Result
contain a large resizable fluid pan and zoom interactive map


·                  Sorting
of results by:


·                  Relevance


·                  Distance


 


[  ] =
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.


 

















 


·                  Alphabetically
by business name (A-Z and Z-A)


·                  Various
attributes, incl. price


·                  Map
Flyouts can support:


·                  Listing
name


·                  Phone
number


·                  Address


·                  Logo


·                  Image


·                  Partner
attribution


·                  Rating


·                  Get
directions


·                  Save
to my places


·                  Nearby
search bar


·                  Links
to partners


 


Details pages


 


Details pages contain additional
information for a listing and can support:


·                  Listing
name


·                  Phone
number(s)


·                  Address


·                  Logo


·                  Image


·                  Partner
attribution


·                  Hours
of operation


·                  Admission
information


·                  Website
link


·                  Description
and additional information


·                  Tags


·                  Links
to partners


·                  Leads
form


·                  Large
fluid pan and zoom interactive map


·                  Nearby
search bar


·                  Get
directions


·                  Save
to my places


 


Compare


 


Compare pages show selected search
results side-by-side and support:


·                  A
small static map with results plotted


·                  Links
to partners


·                  Sorting
of  results by


·                  Relevance


·                  Distance


·                  Alphabetically
by business name (A-Z and Z-A)


·                  Various
attributes, including rating, price, room number, size


·                  View
10 most recently compared listings


·                  Save
to my places


·                  Get
directions


 


Get Directions


 


The following features are supported for get
directions feature:


·                  Directions
for single and multiple stops


·                  Rearrange
nodes in a multi-stop route


·                  Reverse
directions from a destination


·                  Drag
custom locations and incorporate into route


 


[  ] =
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.


 

















 


·                  Show
points of interest along a route


 


Road Trip


 


The following features are supported for
road trip feature:


·                  Support
for 12 planned and system suggested stops


·                  Suggested
stops based on time or distance traveled


·                  Plot
route with planned and suggested stops on map


·                  Add
suggested stops to trip


·                  Rearrange
stops


·                  Show
points of interest along a route


·                  Find
hotels and points of interest near planned and suggested stops


·                  Add
hotels and points of interest to trip


·                  Save
to my places


·                  Get
directions for road trip


 


Personalization


 


The following functionality for
personalization is supported:


·                  Register
for a new account


·                  Log
in to an existing account


·                  Store
listings and entire road trips  in my
places (does not require login)


·                  Store
custom locations, like home or work, and use in searches (requires login)


·                  Fluid
pan and zoom interactive map (showing saved and custom locations)


·                  Manage
account information (email and password)


·                  New
password generation and submission to specified email


 


Global Functionality


 


The following functionality is available on
all pages:


·                  Email
to friend


·                  Social
Bookmarking


·                  del.icio.us


·                  ma.gnolia


·                  furl


·                  yahoomyweb


·                  Print


 


Global Pages


 


·                  About
Us


·                  Contact
us


·                  Privacy
Policy


·                  Terms
of Use


·                  Advertising
Information


 


Reporting


 


·                  Integrates
with reporting tool of choice


 


SEO Optimization


 


·                  Sitemap
html files


·                  Sitemap
xml files


·                  Use
of SEO best practices for tagging and code structure


 


[  ] =
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.


 

















 


GuideSpot


 


Local Guides are user
generated lists and multi-media stories that form a foundation of local
self-expression and knowledge sharing. GuideSpot is an application where guides
converge and form communities.  The
GuideSpot web experience allows authors to express their local knowledge,
creating and sharing narratives of their local experiences.   Each guide is shared, commented upon and
rated by fellow users of GuideSpot easily, allowing a dynamic constantly
growing base of local knowledge and interactive communities.


 


Self Publishing Tools


 


·                  Headline tool


·                  Description tool


·                  Category Tags


·                  Geographic tags


·                  Specific guide authoring pallet


·                  Add Text Widget


·                  Fly over and scrolling page functionality


·                  Choice of three size headline


·                  Headline bold


·                  Sub-headline


·                  Smaller text pull-quote


·                  Content Texting tool


·                  Bold, italics, underlined, spell checked


·                  Add Business Listing from database Widget


·                  Fly over and scrolling page functionality


·                  Display or search choice of business and/or location


·                  Add to guide


·                  Custom description


·                  Add Custom address Widget


·                  Fly over and scrolling page functionality


·                  Input address and title


·                  Custom description


·                  Add Map Widget


·                  Fly over and scrolling page functionality


·                  Add one or multiple addresses or points to map from check list


·                  Add optional map name


·                  Add custom description


·                  Map zoom in and zoom out


·                  Add Link Widget


·                  Fly over and scrolling page functionality


·                  Add custom link


·                  Add optional custom Title


·                  Add custom description


·                  Add Picture Widget


·                  Fly over and scrolling page functionality


·                  Add picture from Flicker or from desktop


·                  Add custom description


·                  Add video Widget


·                  Fly over and scrolling page functionality


·                  Add video from YouTube


·                  Add custom description


 


Profiling


 


·                  Author profile


·                  Geographic


·                  Neighborhood and city


·                  Demographic


·                  Likes and dislikes


 


[  ] =
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.


 

















 


·                  Age


·                  Sex


·                  Favorites


·                  Favorite locations


·                  Guide authoring points


·                  Guide subscriptions


·                  Peer to peer messaging displayed 


Search


·                  Results show:


·                  Business name


·                  Address, if available)


·                  Phone number


·                  Business or place details page


·                  Business Name


·                  Phone number, if available


·                  Business description, if available


·                  Hours of operation, if available


Social Interaction / Peer
to Peer


·                  Guide Rating and reviews


·                  Guide commenting


·                  Guide authoring points


·                  Peer to peer messaging


SEO


·                  Guides each saved as individual web page


·                  Google and other indexers see each as
unique blend of info


·                  High organic ranking results


 


Ontology


 


The Ontology is a
structured database of business category information, a tool for the
maintenance and enhancement of the data, and content transformation tools.  The business category information includes
properties, terms, and ranking of category – property combinations both for
search and for display.  Our content
transformation process involves the collection of content from various media
types and sources, the extraction of key information associated with that
content and the organization of that information into consumer and properties.


 


THIRD
PARTY SOFTWARE


 


eCarta’s Drill Down
Server is a geospatial software platform that powers geo-coding, mapping, and
routing.  deCarta’s non-branded software
platform is provides the capability to customize mapping application a desired
and unique look and feel.  The Drill Down
Server powers the geo-coding and routing capabilities in Destination Search.


 


[  ] =
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.


 

















 


SCHEDULE
5


 


[RESERVED/INTENTIONALLY
BLANK]


 


[  ] =
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.


 

















 


SCHEDULE
6


 


PRICING
SCHEDULE


 


	
   

  	
   

  	
  Small

  	
   

  	
  Medium

  	
   

  	
  Large

  
	
  Perpetual
  License

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Destination
  Search

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  
	
  Guides

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Per
  Seat

  	
   

  	
   

  	
   

  	
   

  
	
  Annual License

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ontology

  	
   

  	
  [***]

  	
   

  	
   

  	
   

  	
   

  



 


Where:


Small
Publisher:  [***]


Medium
Publisher: [***]


Large
Publisher: [***]


 


Maintenance &
Support Fees Year One


 




	
   

  	
   

  	
   

  	
   

  	
  Small

  	
   

  	
  Medium

  	
   

  	
  Large

  
	
  Destination
  Search

  	
   

  	
   

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  
	
  Guides

  	
   

  	
   

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Per
  Seat

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ontology

  	
   

  	
  [***]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  






 


Maintenance &
Support Fees Year Two


 




	
   

  	
   

  	
   

  	
   

  	
  Small

  	
   

  	
  Medium

  	
   

  	
  Large

  
	
  Destination
  Search

  	
   

  	
   

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  
	
  Guides

  	
   

  	
   

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Per
  Seat

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ontology

  	
   

  	
  [***]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  






 


Maintenance &
Support Fees Year Three and Forward


 




	
   

  	
   

  	
   

  	
   

  	
  Small

  	
   

  	
  Medium

  	
   

  	
  Large

  
	
  Destination
  Search

  	
   

  	
   

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  
	
  Guides

  	
   

  	
   

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Per
  Seat

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ontology

  	
   

  	
  [***]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  






 


[ 
] = 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.


 

















 


SCHEDULE
7


 


TRANSITION
FEES


 




	
  Termination
  Date

  	
   

  	
  Transition
  Services Fee

  
	
  [***]

  	
   

  	
  [***]

  
	
  [***]

  	
   

  	
  [***]

  
	
  [***]

  	
   

  	
  [***]

  
	
  [***]

  	
   

  	
  [***]

  
	
  [***]

  	
   

  	
  [***]

  






 


[ 
] = 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.


 

















 


SCHEDULE
8


 


FORM OF ESCROW AGREEMENT


 


[ 
] = 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.


 

















 


SCHEDULE
9


 


COMPETING
WEBSITES


 


[***]


 


[ 
] = 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.