Exhibit 10.32


 


[  ] = 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 AND SUPPORT AGREEMENT


 


THIS MASTER LICENSE AND SUPPORT AGREEMENT (the “Agreement”), is made
and entered into on February 13, 2007 
by and between Local Matters Voice and Wireless Division, Inc (“Licensor”),
and Sensis Pty Ltd (ABN 30 007 423 912) of 222 Lonsdale Street, Melbourne 3000,
Australia (“Licensee”), an Australian Corporation.


 


RECITALS:


 


WHEREAS, Licensor owns or has acquired the right to license certain
proprietary Software (as defined herein);


 


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


 


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


 


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


 


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


 


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


 


2.2                                  “Annual License Charge” (“ALC”) means the
annual fee to be paid by Licensee pursuant to Section 6.2 hereunder for
Support and Maintenance Services and a continuing right to use the Software
during the applicable twelve (12) month period.


 


2.3                                  “Confidential Information” means all
proprietary information, whether in oral, written, graphic, electronic or
machine readable form used or developed, in whole or in part by Licensor or by
third parties, and which Licensor desires or is required to keep confidential
including, without limitation: price lists, customer lists, procedures,
improvements, modifications, Enhancements, Updates, concepts and ideas,
business plans or proposals, technical plans and proposals, research and
development, know-how, budgets and productions, technical memoranda, research
reports, designs and specifications, product and user manuals, software in both
Object Code and Source Code, specifically including the Software,
Documentation, engineering, hardware, configuration information, algorithms,
new product and service developments, comparative analysis of competitive
products, services and operating procedures, and other information, data and
documents now existing or later acquired by Licensor, whether or not any such
information, data or documents qualify as trade secrets, are reduced to
writing, or are protected by patent or copyright registration under applicable
federal or state law.


 


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


 


1

















 


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


 


2.4A                       “Effective
Date”
means 1 January 2007 notwithstanding that this Agreement was executed
after this date.


 


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


 


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


 


2.7                                  “Escrow Agreement” means the Software Escrow
Agreement by and among Licensor, Sensis Pty Limited and Assurex Escrow Pty
Limited, executed concurrently with this Agreement.


 


2.8                                  “Initial
Support and Maintenance Period”.
means the initial, one (1) year period that commences upon payment
of the Primary License Charge.


 


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


 


2.10                            “Personal Information” has the meaning set
forth in the Privacy Act.


 


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


 


2.12                            “Privacy Act” means the Privacy Act 1988
(Cth).


 


2.13                            “Privacy Laws” means the Privacy Act, the
Telecommunications Act 1997 (Cth), the Telecommunications (Interception) Act
1979 (Cth) and any other legislation, principles, industry codes and policies
relating to the collection, use, disclosure, storage or granting of access
rights to Personal Information, which Licensee notifies the Licensor is a
Privacy Law for the purposes of this Agreement.


 


2.14                            “Object Code” means the binary
machine-readable version of a software program.


 


2.15                            “Representatives” of a party includes an
employee, agent, officer, director, auditor, advisor, consultant, contractor or
sub-contractor of that party.


 


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


 


2.17                            “Services” means the performance of a task
or project, provision of advice and counsel, assistance, or use of a resource
(such as access to an information data base) Licensor may 


 


[  ] = 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

















 


make available to Licensee. When appropriate, Licensor’s provision of
the Services may be described in a separate agreement and referred to as a “Consulting
Agreement” which may also include at least one “Statement of Work” as an
appendix that provides further details.


 


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


 


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


 


2.20                            “Support and Maintenance Periods” means the
annual periods beyond the Initial Support and Maintenance Period, as renewed.


 


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


 


2.22                            “Territory” means world-wide.


 


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


 


2.24                            “Update” means any revision to the Software
licensed hereunder consisting of Error fixes and/or minor functional enhancements
issued by Licensor from time-to-time, generally made available to Licensee, and
includes any consolidation of Updates in the form of new releases for a version
of the Software. The term “Updates” does not include new versions.


 


3                                          Grant
of Software License.


 


3.1                                  License Grant.  Subject to the terms and conditions of this
Agreement, and upon payment in full of the PLC and current ALC due as described
in Sections 6.1 and 6.2 hereunder, Licensor hereby grants to Licensee a
limited, non-exclusive, non-transferable, non-assignable (subject to Section 17)
right to use during the Term (as defined below) an unmodified version of the
Software and the Documentation solely for Licensee’s internal business
operations that comprise the provision of voice and text based  information services to end users within the
Territory (the “License”).


 


3.2                                  Sublicensing.  Licensee may sublicense its rights under Section 3.1
to its Affiliates that agree in writing to be bound by the terms and conditions
of this Agreement.


 


Licensee acknowledges
and agrees that it shall be liable for any breach of the terms of this
Agreement by an Affiliate to which Licensee sublicenses the Software.  For avoidance of doubt, sublicensees of
Licensee shall have no further right to sublicense the Software.


 


3.3                                  Restrictions.  Licensee shall not use, license, sublicense,
lease, copy or otherwise distribute the Software in any other manner except as
expressly permitted herein. Licensee shall have  the right to make one (1) copy of the Software for
back-up purposes only provided Licensee reproduces the copyright notice and any
other legend or ownership on the copy. Licensee may use the copy only to
replace the original, when necessary.


 


3.4                                  No Licenses.  Except as is expressly set forth in this
Agreement, Licensee shall not, nor shall Licensee authorise or permit any third
party, to translate, update, modify, reverse engineer, reverse assemble,
reverse compile, decompile, recompile, or disassemble the Software, nor shall
Licensee have the right (subject to Section 3.1 and 17) to  sublicense, assign, distribute, lease or
otherwise make available to any third party any of the rights granted to
Licensee hereunder. Except as expressly provided herein, no other licenses are
granted herein.


 


[  ] = 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.


 


3

















 


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


 


3.6                                  Enhancements and
Updates.  Any
Enhancements and Updates provided to Licensee under this Agreement shall be
considered part of the Software, and as such shall be governed by the terms and
conditions of this Agreement. Notwithstanding any other provision of this
Agreement, Licensor will notify Licensee when any Enhancements become generally
available, but the Licensor is under no obligation to provide Licensee with
Enhancements. Pursuant to the Support and Maintenance Services, Licensor will
provide to Licensee all Updates to the Software as soon as possible after the
Update is made generally available by the Licensor to its licensees that obtain
similar support and maintenance services, and Licensor’s obligation to provide
Licensee with Updates is subject to the provisions of Section 4 hereunder,
including Licensee’s payment of the Annual License Charge (ALC).
Notwithstanding the foregoing, the parties may agree that certain updates will
be provided to Licensee in advance of such Updates becoming generally
available. If any Enhancements or Updates are provided to Licensee, the
Licensor must update the Documentation to reflect any change in the function,
operation and/or performance capabilities of the updated or enhanced Software.


 


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


 


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


 


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


 


4

















 


4                                          Software
Support and Maintenance Services.


 


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


 


4.2                                  Modification of
Support and Maintenance Services.  Licensor, in its sole discretion, reserves
the right to change or modify the Support and Maintenance Services to be
provided to Licensee during the Term by providing Licensee with written
notification of such changes or modifications no later than thirty (30) days
prior to the date of the intended change or modification.


 


4.3                                  Obligations Of
Licensee


 


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


 


(b)         Installation.
Licensee agrees to install all corrections of substantial defects, minor bug
fixes and Updates, including Enhancements, if any, provided by Licensor for the
Software pursuant to the Support and Maintenance Services in accordance with
the instructions and in order of receipt from Licensor, including setting up
and maintaining an appropriate operating environment. In order to receive
support under this Agreement, Licensee must be on the current available release
of the Software as provided by Licensor.


 


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


 


(d)         No
Modification of Software. Licensee agrees not to
modify, enhance or otherwise alter the Software, unless and only to the extent
specifically authorised in purchase orders made under this Agreement or the
prior written consent of Licensor is obtained.


 


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


 


5                                          Agreement
Structure & Invoicing


 


5.1                                  Software becomes
subject to this Agreement when the Licensor accepts Licensee’s purchase order.
Licensor accepts Licensee’s purchase order by shipping the Software. The terms
of this Agreement will govern all such purchase orders submitted by Licensee to
Licensor. No additional terms contained in Licensees’ purchase order will have
any legal effect unless confirmation of those terms is provided by Licensor’s
written confirmation.


 


[  ] = 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.


 


5

















 


5.2                                  Licensor shall
invoice Licensee for the following: 1) PLC and 2) ALC in accordance with the
terms set forth in applicable Schedule for the Software; and 3) All other
charges when or after Licensee incurs them.


 


5.3                                  For software or
service beyond the scope of this Agreement, Licensor may charge extra if, for
example, 1) Licensor is required to use other than private automobile or
scheduled public transportation to provide Support and Maintenance Service or
2) Licensor responds to Licensee’s request for service of the Software outside
its standard service provisions. Licensor will use reasonable efforts to notify
Licensee in advance if these charges apply. Thus, in connection with the
performance of the Support and Maintenance Services outside the scope of this
Agreement, Licensee shall reimburse Licensor for all  reasonable out of pocket business expenses incurred by Licensor
and/or its agents, including, but not limited to, travel to Licensee’s place of
business by Licensor’s employees and agents, hotel and meal allowances, fees of
third party contractors, and the purchase of materials or rental of equipment,
subject to Licensee’s prior approval.


 


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


 


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


 


6.2                                  Annual License
Charge.  In exchange
for the provision of the License and the Support and Maintenance Services to the
Licensee as set forth in Sections 3.1 and 4.1 above, Licensee agrees to pay
Licensor the Annual License Charge (ALC) as stated in Schedule A or any
subsequent schedule or purchase order entered into under the terms of this
Agreement which will cover the support and maintenance services for the Initial
Support and Maintenance Period. 
Thereafter, on or before each anniversary of the date the ALC was paid,
or as agreed to between the parties subsequently, Licensee will be required to
pay the ALC charges to Licensor. 
Unless this Agreement is otherwise terminated or expires, renewal of the
ALC shall be automatic at the end of each licensing period. Licensor reserves
the right to increase the ALC once during any 12 month contract year (measured
from 12 months after the date this Agreement is executed) by providing Licensee
with written notice at least ninety (90) days prior to the anniversary of the
date this Agreement is executed; provided however, that


 


(a)          Licensee may elect to
exercise its right to terminate the Agreement pursuant to Section 12.2(iii);
and


 


(b)         any such increase must be
reasonable and be reflective of Licensor’s general price increases to its
customers purchasing similar software or services. .


 


(c)          On
request, Licensor must provide Licensee with reasonable evidence of the general
nature of any price increases notified to Licensee under this clause.


 


6.3                                  Audit Rights.  Licensee shall maintain accurate and complete
books and records relating to its use of the Software pursuant to this Agreement
and keep such materials for the greater of five (5) years, or as required
by law in the jurisdiction where the Software is located. Licensor will have
the right, no more than once per calendar year, to have an independent public
accountant (the “Auditor”) examine Licensee’s relevant books, records and
accounts (including records contained in electronic format on computers or any
electronic data storage device) for the purpose of verifying Licensee’s
compliance with this Agreement. Each audit will be conducted at Licensee’s
place of business or at another place agreed to by the parties during Licensee’s
normal business hours, and upon at least five (5) days prior written
notice.  Licensor will pay all fees and
expenses of the Auditor for the examination; provided, 


 


[  ] = 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.


 


6

















 


however, that Licensee will bear any such expense if the review or
audit shows a discrepancy in favour of Licensor or Licensee’s non-compliance
with the terms of this Agreement. All deficiencies shown by any such audit
shall be immediately paid by Licensee in Australian dollars.


 


7                                          Taxes.


 


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


 


7.2                                  GST. If
one party  (“Supplying Party”) supplies taxable goods or
services pursuant to this Agreement and the consideration for that supply does
not expressly include GST, the party that is liable to provide the
consideration  (“Receiving Party”) must also pay an amount
equal to the GST payable by the Supplying Party. Subject to first receiving a
tax invoice, the Receiving Party must pay the GST amount when it is liable to
provide the consideration. If one party must indemnify or reimburse another
party (“Payee”) for any loss or
expense incurred by the Payee, the required payment does not include any amount
which the Payee (or an entity that is in the same GST group as the Payee) is
entitled to claim as an input tax credit, but will be increased if the payment
is consideration for a taxable supply. In this Section, terms used that are
defined in the A New Tax System (Goods and
Services Tax) Act 1999 (Cth) have the meaning given in that Act.


 


7.3                                  Withholding Tax.
Licensee is authorised to deduct or withhold from any amount payable to the
Licensor under this Agreement, any amount required by law to be deducted from
such payment, including any amount required to be deducted under the provisions
of a Tax Law. If Licensee is required by law to deduct or withhold any amount
from the payment of fees to Licensor, then Licensee shall provide to the
Licensor official receipts issued by the Australian Taxation Office or other
appropriate government agency evidencing payment of any amounts deducted or
withheld. Licensee will cooperate with Licensor to secure a reduction or
elimination of withholding taxes pursuant to any income tax treaty between the
United States and the jurisdiction of the appropriate taxing authority, as
applicable.  In this Section, “Tax Law” includes the Income Tax Assessment Act 1936 (Cth), the Income Tax Assessment Act 1997 (Cth), the International Agreements Act 1953 or all
of these Acts and the Taxation
Administration Act 1953 (Cth), as appropriate.


 


8                                          Trademark
and Trade Names.


 


8.1                                  Except as
specifically agreed to by Licensor in writing, Licensee shall not reproduce,
publish, reference, distribute or utilise any trademark or trade name of the
Licensor or its Affiliates electronically, in writing, or in any visual way
without the prior written approval of Licensor. Without limiting the foregoing,
Licensee agrees to submit to Licensor, prior to use, distribution or
disclosure, any advertising, promotion or publicity in which the trademarks or
trade names of Licensor or its Affiliates is used, or which is otherwise
undertaken pursuant to this Agreement.


 


9                                          Warranty and Warranty
Disclaimer.


 


9.1                                  Limited
Software Warranty.  For a period of one hundred and eighty (180)
days, (the  “Software Warranty
Period’) beginning on the date of delivery of the Software to Licensee,
Licensor warrants that all Software shall substantially operate as described in
the Documentation and Specifications described herein (the “Software Warranty”).
Licensor will, at its own expense and as its sole obligation and Licensee’s
sole and exclusive remedy for any 


 


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


 


7

















 


breach of this Software Warranty, use commercially reasonable efforts
to correct any reproducible Error in the Software reported to Licensor in
writing (along with all information available to Licensee that is relevant to
verifying, diagnosing, or correcting the Error) during the Software Warranty
Period. Licensor may correct any Error by providing to Licensee, at Licensor’s
sole option, either: (i) a new version of the Software in which the Error
has been corrected; (ii) additional software code that when installed in
accordance with Licensor’s instructions, will correct the Error; or (iii) instructions
for operating the Software in a manner that will eliminate the material adverse
effects of the Error. Any such Error correction provided to Licensee will not
extend the original Software Warranty Period. 
This Software Warranty will terminate immediately if Licensee or any
third party makes any modification to the Software without Licensor’s consent.


 


9.2                                  Licensor further
warrants that is able to grant the License in Section 3.1.


 


9.3                                  No Third Party
Software Warranty.  Licensor makes no warranties regarding Third
Party software used with the Software, if any. Licensor shall have no
responsibility for any non-conformance with the Documentation or Specifications
in the Software caused by alterations, modifications or installations made by
Licensee or a third party. Any work relating to, including corrections, for
difficulties or defects traceable to Licensee’s unauthorised alterations,
modifications, errors or system changes shall be paid by Licensee at Licensor’s
then current time and material rates.


 


9.4                                  No Warranty for
Third Party Machines.  Licensor makes no warranties regarding IBM or
third party machines. Such third party machines or products may have a
specified warranty service as may be provided by such third parties to
Licensee.


 


9.5                                  DISCLAIMER OF
WARRANTIES.  THE
LIMITED SOFTWARE WARRANTY SET FORTH ABOVE IS IN LIEU OF ALL OTHER WARRANTIES,
WHETHER EXPRESS, IMPLIED OR STATUTORY REGARDING THE SOFTWARE AND ANY MACHINES
USED IN CONJUNCTION WITH THE SOFTWARE, INCLUDING ANY IMPLIED WARRANTIES OF
MERCHANTABILITY;  FITNESS FOR A
PARTICULAR PURPOSE,  TITLE AND NON
INFRINGEMENT OF THIRD PARTY RIGHTS (ALL OF WHICH ARE DISCLAIMED).  LICENSEE ACKNOWLEDGES THAT IT 1S NOT RELYING
ON ANY WARRANTIES OR STATEMENTS BY ANY PERSON OTHER THAN THE EXPRESS WARRANTIES
SET FORTH ABOVE. LICENSOR DOES NOT WARRANT THAT THE USE OF THE SOFTWARE OR
MACHINES WILL BE ERROR FREE OR UNINTERRUPTED. MISUSE, ACCIDENT, MODIFICATION,
UNSUITABLE PHYSICAL OR OPERATING ENVIRONMENT, OPERATION IN OTHER THAN THE
SPECIFIED OPERATING ENVIRONMENT, IMPROPER MAINTENANCE BY LICENSEE, OR FAILURE
CAUSED BY A PRODUCT FOR WHICH LICENSOR IS NOT RESPONSIBLE MAY FURTHER VOID
THE LIMITED WARRANTY ABOVE.


 


9.6                                  Licensee warrants
that it has full corporate power and authority to enter into this Agreement and
that it does so as agent for Telstra Corporation Limited.


 


10                                   Indemnification.


 


10.1                            Third Party
Infringement Claims.  Subject to the provisions of this Agreement,
Licensor will defend, indemnify and hold harmless Licensee and its
shareholders, officers, directors, agents, and employees from any and all
claims, losses, liabilities, damages, costs, awards, and expenses, including
attorneys’ fees, expertise witness fees and court costs (directly or
indirectly) arising from or related to any action against Licensee brought by a
third party to the extent that the action is based upon a claim that the
Software directly infringes any patent or copyright or misappropriates any
trade secrets recognised as such under any applicable 


 


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


 


8

















 


trade secret laws. Subject to the provisions of this Agreement,
Licensor will pay those costs and damages finally awarded against Licensee in
any such action that are specifically attributable to such claims.


 


10.2                            Conditions.  Licensor’s obligations under Section 10.1
above with respect to an action are conditioned on: (i) Licensee
immediately notifying Licensor in writing of such action when Licensee knows of
the existence of such action, (ii) Licensee giving Licensor sole control
of the defence thereof and any related settlement negotiations, and (iii) Licensee
cooperating with Licensor in such defence including, without limitation, making
available to Licensor all documents and information in Licensee’s possession or
control that are relevant to the infringement or misappropriation claims or
actions, and by making Licensee’s personnel available to testify or consult
with Licensor or its attorneys in connection with such defences.


 


10.3                            Licensor’s Options.  If the use of the Software or a component
thereof by Licensee becomes, or in Licensor’s reasonable opinion is likely to
become, the subject of infringement or misappropriation claims or actions then
Licensor may, at its sole option and expense either: (i) procure for
Licensee the right to continue using the Software; (ii) replace or modify
the infringing Software or component thereof so that it becomes non-infringing;
(iii) replace the Software or a component thereof with a non-infringing
substitute; or (iv) terminate Licensee’s right to use the Software and
give Licensee a pro-rated refund or credit for the License fee actually paid by
Licensee to Licensor for the infringing Software item.


 


10.4                            Exclusions.  Notwithstanding the foregoing, Licensor will
have no obligation or otherwise with respect to any infringement or
misappropriation claims or actions based upon: (i) any use of the Software
not in accordance with this Agreement or the Documentation or for purposes not
intended by Licensor such as use of Software outside its specified operating
environment, (ii) any modification of the Software made by any person
other than Licensor not agreed to by Licensor in writing, (iii) a  combination of the Software with the
software or hardware of a third party; (iv) a non-Licensor product alone;
or (v) Licensee’s continued use of the alleged infringing activity after
being notified in writing by Licensor thereof or after receiving a modification
delivered by Licensor that would have avoided the alleged infringement.


 


10.5                            ENTIRE LIABILITY.  THIS SECTION STATES LICENSOR’S ENTIRE
LIABILITY AND LICENSEE’S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT OR
MISAPPROPRIATION CLAIMS AND ACTIONS PURSUANT TO SECTION 10.1 ABOVE.


 


10.6                            Indemnification
by Licensee. 
Licensee will defend, indemnify and hold harmless Licensor and its
shareholders, officers, directors, agents, and employees from any and all
claims, losses, liabilities, damages, costs, awards, and expenses, including
attorneys’ fees, expertise witness fees and court costs (directly or
indirectly) arising from or related to (i) any breach by Licensee of its
obligations, duties and responsibilities under this Agreement, (ii) any
breach of or default under any representations, warranties, guarantees or other
written or oral statements made by or on behalf of Licensee or any person under
its control, including agents, or (iii) third party claims based on
Licensee’s modification to the Software or based on Software created to
Licensee’s specific design. In addition, Licensee agrees to indemnify Licensor
against any third party claims made against Licensor in Australia as a result
of any breach, or alleged breach, by Licensee of any Privacy Laws provided
that: (a) Licensor shall notify Licensee immediately if Licensor becomes
aware of any third party claim made against it; (b) Licensee shall be
entitled to assume the defence of any such claim and Licensor shall provide all
reasonable assistance to Licensee (at Licensee’s cost) to enable Licensee to do
so; and (c) Licensee shall be entitled to settle the third party claim on
whatever terms it thinks appropriate (provided that Licensee must consult
Licensor in good faith regarding the terms of that settlement and not agree to
any terms that could reasonably be considered to be detrimental to Licensor).


 


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


 


9

















 


11                                   LIMITATION
OF LIABILITY.


 


11.1                            Circumstances may
arise where, because of a default on Licensor’s part the Licensee is entitled
to terminate this Agreement in whole (or in part) or obtain damages from the
Licensor or do both. In each such instance, regardless of the basis on which
the Licensee is entitled to claim from Licensor, including negligence, the
Licensor is liable only for:


 


(a)          bodily injury (including
death) damage to real property or tangible personal property up to the greater
the value of:


 


(i)                                     $100,000 per
event or;


 


(ii)                                  an amount equal
to the charges invoiced for the Software or Services which are the subject
matter of, or which are directly related to the cause of action; and


 


(b)         damages resulting from
performance or non-performance of obligations under this Agreement or which
result from Software of:


 


(i)                                     $100,000 per
event or;


 


(ii)                                  an amount equal
to the charges invoiced for the Software or Services which are the subject
matter of, or which are directly related to the cause of action.


 


11.2                            Licensor is not
liable for losses or damages of third parties claimed against Licensee or its
sublicensees (other than those under Section 11.1(a) above) for loss
or, of damage to, Licensee or sublicensee records or data, or for loss of
profits or savings actual or anticipated, even if advised of the possibility of
the same.


 


11.3                            If Licensor is in
breach of a condition or warranty implied by the Trade Practices Act 1974, its  liability is limited to:


 


(a)          where Licensor supplied
Services - the cost of having the Services supplied again; or


 


(b)         where Licensor supplied
Software -the repair or replacement of the Software or the supply of equivalent
Software; and


 


where this condition or warranty relates to right to sell, quiet
possession or clear title, or the Software is of a kind ordinarily acquired for
personal, domestic or household use or consumption, then none of the
limitations in this Section apply.


 


11.4                            Nothing in this Section limits
Licensor’s liability for indemnification under Section 10.


 


12                                   Term
and Termination.


 


12.1                            Term of the
Agreement. This Agreement shall take effect upon the
Effective Date. It shall continue for four (4) years, unless earlier
terminated in accordance with Section 12.2.


 


12.2                            Termination.
Other than a breach or default by Licensee under Sections 3, 6, or 14 of this
Agreement, in which case, Licensor may immediately terminate this Agreement
upon delivery of written notice thereof to Licensee, this Agreement may be
terminated by either party, in whole or in part, as follows: (i) at any
time by the mutual agreement of Licensor and Licensee; (ii) by either
party by giving thirty (30) days written notice to the other party (the “Defaulting
Party”) of a material breach of the Agreement, and such Defaulting Party fails
to cure the material breach within such thirty (30) day period, unless a longer
time period is agreed to in 


 


[  ] = 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

















 


writing by the parties; or (iii) by Licensee with one hundred
eighty (180) days written notice to Licensor.


 


12.3                            Effects of
Termination.  Upon
the termination or expiration of this Agreement: (i) the License, and any
other license rights granted to Licensee hereunder shall cease; (ii) Licensee
shall immediately discontinue all permitted use of the Software; and (iii) at
the sole discretion of Licensor, Licensee shall, within three (3) business
days, either return to Licensor all copies of the Software, Documentation,
and/or any other materials containing Licensor’s Confidential Information in
Licensee’s control or possession, or else destroy all such Confidential
Information, but in either case Licensee shall provide certification from an
officer of Licensee that all such materials have either been returned or
destroyed. Neither party shall incur any liability for damage, loss, or
expenses incurred by the other incident to a party’s termination of the
Agreement in accordance with its terms.


 


12.4                            Licensee’s
Continuing Obligations.  Without limiting any of the above provisions,
in the event of a termination as a result of Licensee’s failure to comply with
any of its obligations under this Agreement, Licensee shall continue to be
obligated to pay any such sums that may then be owing to the Licensor, nor
shall termination discharge any liability that may have been incurred by
Licensee subsequent thereto.


 


13                                     Proprietary
Notices.  Licensee agrees to
abide by the terms and conditions of all confidentiality notices or legends
placed upon the Software; not to conceal from view any copyright, trademark or
confidentiality notices placed on the Software, or any output generated by the
Software; and to reproduce all copyright, trademark or confidentiality notices
on all copies of the Software, made by Licensee, as permitted hereunder.


 


14                                   Confidentiality.


 


14.1                            Obligation to
Maintain Confidentiality.  By virtue of the transactions contemplated by
this Agreement, Licensee may obtain Confidential Information of Licensor or
third parties. Licensee agrees that, except as expressly authorised by Licensor
in writing, it will not at any time (during the term of this Agreement, or any
time thereafter) disclose to any person or use any Confidential Information, as
defined above, for any purposes whatsoever, or permit any person whatsoever to
examine, and/or make copies of any reports, Documentation or Software (whether
in written form or stored on magnetic, optical, or other mass storage media)
prepared by it or that comes into its possession or under its control pursuant
to this Agreement.  Licensee further
agrees to maintain any Confidential Information that may come into its
possession using the same degree of care Licensee uses with its own
confidential information, but in no case less than reasonable care under the
circumstances.


 


14.2                            Exceptions to  Confidentiality.  Notwithstanding the foregoing, Confidential
Information shall not include any  information
that: (i) at the time of the disclosure is already in the possession of
the Licensee and not subject to an existing obligation of confidentiality; or (ii) is
independently made available to the Licensee by an unrelated third party whose
disclosure would not constitute a breach of any duty of confidentiality owed to
Licensor and demonstrated by documentary evidence by Licensee; (iii) is
generally available to the public through no wrongful act of the Licensee, (iv) is
independently developed by the  Licensee
without using the Confidential Information as demonstrated by documentary
evidence by Licensee; or (v) is compelled to be disclosed pursuant to a
court order, or by governmental agency having authority over Licensee, and
provided that Licensor shall first have the  opportunity
to request  a protective order, and
also provided that the Licensee first  uses
reasonable efforts to obtain confidential treatment for the Confidential
Information.


 


14.3                            Except as
provided above, all other information exchanged shall be considered
non-confidential. If either party requires the exchange of confidential
information outside the 


 


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


 


11

















 


scope of the definition of Confidential Information in this Agreement,
it will be made under a signed confidentiality agreement.


 


15                                   Privacy.


 


15.1                            The Licensor must
comply with all Privacy Laws in relation to any Personal Information that is
disclosed to Licensor or to which Licensor has access in connection with this
Agreement, whether or not the Licensor is an organisation bound by the Privacy
Act.


 


15.2                            The Licensor
must:


 


(a)          use the Personal Information
only for the permitted purposes of it carrying out its obligations under this
Agreement;


 


(b)         not disclose Personal
Information except:


 


(i)                                     to an officer,
employee or contractor of the Licensor to the extent necessary for the
permitted purposes of it carrying out its obligations under this Agreement;


 


(ii)                                  as required by
law, subject to the Licensor notifying Licensee immediately if it becomes aware
that such a disclosure may be required; or


 


(iii)                               with the prior
consent of Licensee;


 


(c)          ensure that any person to
whom Personal Information is disclosed, does not do or omit to do anything
which, if done or omitted to be done by the Licensor, would constitute a breach
of this Section 15;


 


(d)         obtain from any contractor
of the Licensor to whom information is disclosed, written agreement to comply
with Privacy Laws and provisions having the same effect as this Section 15;
and


 


(e)          not do anything or omit to
do anything with the Personal Information that will cause Licensee to breach
its obligations under a Privacy Law.


 


15.3                            The Licensor
will:


 


(a)          collect, store, use,
disclose or otherwise deal with the Personal Information as directed by
Licensee, except to the extent that compliance with the direction would cause
the Licensor to breach a Privacy Law;


 


(b)         give Licensee all
information and access to the Licensor’s premises, staff, processes and systems
that store or process Personal Information to the extent required by Licensee
to enable it to assess or audit the Licensor’s compliance with Section 15
of this Agreement;


 


(c)          provide all reasonable
assistance as required by Licensee to assist Licensee in complying with its
obligations under the Privacy Law in connection with Licensor’s access to
Personal Information under this Agreement;


 


(d)         notify Licensee if Licensor
becomes aware of any breach or alleged breach of its obligations under this Section and
comply with any reasonable direction from Licensee with respect to remedying
that breach; 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.


 


12














 


(e)   take all reasonable steps to ensure that the
Personal Information is protected against misuse and loss, or unauthorised
access, modification or disclosure, including without limitation undertaking
any staff training as may be required.


 


15.4         If Licensor directly
collects on behalf of Licensee Personal Information from or about an individual
which will be disclosed to Licensee, in addition to its own obligations under
any Privacy Law, the Licensor must ensure that the individual is aware of:


 


(a)   the identity of Licensee, as the organisation for
whom the Personal Information is being collected, and Licensee’s contact
details, as notified by Licensee to the Licensor from time to time;


 


(b)   the fact that the individual has a right to request
access to the Personal Information from Licensee;


 


(c)   the purposes for which the information is collected
as notified by Licensee to the Licensor;


 


(d)   the organisations or types of organisations (if any)
to which Licensee discloses Personal Information of the kind collected as
notified by Licensee to the Licensor;


 


(e)   any law that requires the Personal Information to be
collected by Licensee; and


 


(f)    the main consequences (if any) for the
individual if all or part of the Personal Information is not provided to Licensee
as notified by Licensee to the Licensor.


 


15.5         The Licensor must not
transfer Personal Information to a person (including itself) in a foreign
country without Licensee’s prior written consent.


 


16            Notices.


 


16.1         Delivery of Notices.  All notices, requests, demands and other
communications, which are required or permitted hereunder shall be in writing,
and shall be deemed to have been duly given, made and received: when personally
delivered; or, if by facsimile when received, provided that the sender retains
a printed transmittal confirmation sheet reflecting the date and time of
delivery; or, if by overnight courier service, one (1) day following the
day when deposited therewith for overnight priority service; or when deposited
in the United States mails, first class postage prepaid, three (3) days
following the day of such mailing, and addressed as set forth below:


 


If to Licensor to         Local Matters Voice and Wireless Division, Inc.


6301 N.W 5th Way, 4th Floor


Ft. Lauderdale, FL 33309


Fax: 954-689-6360


Attention: Miles Wortman


 


If  to
Licensee to:        General Counsel, Sensis Pty Ltd


Attn: Niki Hantzis


Level 8


222 Lonsdale Street Melbourne  Vic 
3000


Australia


Fax:  +61 3
8653 7970


 


       Copy
to:                Sourcing Counsel, Corporate
Services, Telstra Corporation Limited


Attn:  Keith Major


Level 27, 242 Exhibition
Street,


Melbourne  Vic 
3000 Australia


Fax:  +61 3 9634 2183


 


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


 


13

















 


16.2         Change in Notice.  Address. Any party hereto may alter the
address to which communications or copies are to be sent by giving notice of such
change of address in conformity with the provisions of this Section.


 


17            Assignment.


 


17.1         Subject to Section 3.1
and 17.2, neither party may assign or transfer (including without limitation,
by operation of law) its interest, rights or obligations under this Agreement
or sublicense the Software without the prior written consent of the other
party, which consent may not unreasonably withheld, and any prohibited
assignment or sublicense shall be null and void.


 


17.2         Licensee may, by advance notice in writing
to Licensor, transfer or assign its rights under this Agreement to an
Affiliate, or to another third-party entity in connection with a divestment,
restructuring or merger in which all or substantially all of Licensee’s assets
relating to its voice and text based information services are transmitted,
conveyed or otherwise transferred to such third-party entity or in which voting
control of the Licensee’s outstanding capital stock have been transferred to or
is controlled by such third-party entity, provided that if such a transfer or
assignment would result in any of Licensee’s rights under this Agreement being
conferred on any of Licensor’s competitors, Licensee may not transfer or assign
such rights without Licensor’s prior written consent.


 


For purposes
of this Section 17.2, “Licensor’s
competitors” means Varetis AG., Volt Information Sciences, Inc.,
Nortel Inc. (DAS) or any entities that directly or indirectly engage in the
development, installation, training, maintenance and/or support of software for
directory inquiry database and assistance systems.


 


18            No
Solicitation.  A party  (“First
Party”) and its sublicensees must not,
during the Term and for a period of 6 months after the termination or
expiration of this Agreement, employ an employee of the other party, without
the prior written consent of the First Party. 
Except with respect to Licensor’s employee Arthur Goud, this Section does
not apply where First Party or its sub-licensees in good faith employs an
employee of the other party for a position which has been publicly advertised
and to which the employee has responded, provided there has been no
solicitation, inducement or encouragement of that employee to apply for that
position.


 


19            Amendment.  No
amendment or modification of this Agreement shall have any effect, unless done
in writing, stating with specificity the particular amendment or modification
to be made and signed by all parties hereto or their duly authorised
representatives.


 


20            Waiver:
Severance.  Nothing herein may be waived unless done in writing and
signed by the parties to be bound, and no modification or amendment of any
provision of this Agreement shall be construed as a waiver, breach or
cancellation of any other provision or a waiver of any other option, right or
privilege on any other occasion. In the event any of the provisions of this
Agreement are deemed to be invalid or unenforceable by court order,
administrative agency or other governmental action, the unenforceable provision
shall be deemed severable from the remainder of this Agreement to the extent
permitted by law, and the remaining provisions of the Agreement shall remain
binding with the same effect as though the void parts were deleted.


 


21            Governing
Law and Jurisdiction.  In the
event that it becomes necessary to enforce the terms of this Agreement, the
validity, construction, interpretation, and performance of this 


 


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


 


14

















 


Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Florida without regard to
the conflict of law principles thereunder, and the parties hereby submit to the
non-exclusive
jurisdiction and venue of the federal and state courts located in Broward
County Florida, U.S.A. The parties agree that this Agreement is not subject to
and shall not be interpreted by the United Nations Convention on Contracts for
the International Sale of Goods.


 


22            Construction
and Interpretation.  The
section headings in this Agreement are for convenience only, they form no part
of this Agreement and shall not affect its interpretation. This Agreement may
be executed in one or more counterparts, each of which will be deemed an
original and all of which together will constitute one and the same instrument.
Except as otherwise provided herein, words used herein, regardless of the
number and gender specifically used, shall be deemed and construed to include
any other number, singular or plural, and any other gender, masculine, feminine
or neuter, as the context indicates is appropriate.


 


23            Survival.  Sections
3.3, 3.4, 6.3, 7, 8, 9, 10, 11, 12.4, 14, 15, 16, 18, 21, 22, 23, 24 and 26, in
addition to any other provisions that by their nature extend beyond termination
or expiration, shall survive the termination or expiration of this Agreement.


 


24            Attorneys’
Fees.  The prevailing party in any action, including arbitration,
to enforce or interpret this Agreement shall be entitled to recover reasonable
costs and fees in connection therewith, including reasonable attorneys’ fees in
addition to any other remedies available at law or in equity.


 


25            Severability.  The
provisions of this Agreement are independent of and separable from each other,
and no provision shall be affected or rendered invalid or unenforceable by
virtue of the fact that for any reason any other or others of them may be
invalid or unenforceable in whole or in part.


 


26            Export
Control and Other Regulatory Compliance.  This
Agreement shall be subject to all applicable laws, rules and regulations
relating to the Software, including the export regulations of the United States
Department of Commerce, Bureau of Export Administration. Licensee shall comply
with all such laws, rules and regulations. Licensee shall not, and
Licensee shall not permit any other party to, export or re-export the Software,
whether in whole or in part, directly or indirectly, to any country, or to any
foreign national of such a country regardless where such foreign nationals are
located, for which the United States Government or any agency thereof requires
an export license or other approval without first obtaining the same and at the
sole cost and expense of Licensee.


 


27            Relationship
of the Parties.  Each
party is acting as an independent contractor and not as an agent, partner, or
joint venture partner of the other party for any purpose except as provided for
in this Agreement. Neither party shall have the right, power, or authority to
act or create any obligation express or implied on behalf of the other, and
neither party shall hold itself out as being able to do so.


 


28            Dispute
Resolution.


 


28.1         Either party claiming a
dispute has arisen must give the other party written notice describing the
dispute in reasonable detail. The parties will their make Representatives
available for the purpose of meeting to resolve the dispute within 5 business
days of the notice.


 


28.2         If a dispute is not resolved
in accordance with Section 28.1, either party may refer the dispute to
mediation by notice to the other party.


 


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


 


15

















 


28.3         The mediation must be
conducted in Victoria, Australia accordance with the Australian Commercial
Disputes Centre Mediation Guidelines and this section 28.  In the event of any inconsistency between
them, the provisions of this Section 28 will prevail.


 


(a)   Mediations are to be conducted in private.


 


(b)   The parties must notify each other no later than 48
hours prior to mediation of the names of their Representatives who will attend
the mediation.


 


(c)   The terms of any mediation, settlement agreements
and any information relating to the existence, conduct, status or outcomes of
the mediation are deemed to be Confidential Information of each party and may
only be published or announced with the consent of all parties and in terms
agreed by the parties.


 


(d)   The parties will bear their own costs of the
mediation including the costs of any Representatives and will each bear half
the costs of the mediator.


 


(e)   Any agreement resulting from mediation will bind the
parties on its terms.


 


(f)    If after a period of 10 business days (or
such other period as may be agreed) from the date on which such mediation took
place the parties have not been able to resolve the dispute, either party may
then (but no earlier) refer the dispute to court of competent jurisdiction.


 


28.4         To the extent the dispute
resolution process above is inconsistent with the process in Schedule A for an
invoice dispute, Schedule A prevails.


 


29            Entire
Agreement.  This Agreement constitutes the sole and entire agreement
among the parties pertaining to the subject matter contained herein and
supersedes and cancels any and all other prior or contemporaneous agreements or
understanding, whether oral or written, among the parties with respect to the
subject matter contained herein.


 


30            Escrow.


 


30.1         If the Source Code deposited
in escrow is released to Licensee under the Escrow Agreement as a result of an
event specified in clause 10(b)(ii) of the Escrow Agreement, then subject
to Licensee’s continuing payment of the ALC and compliance with the terms of
this Agreement, Licensee (and its permitted sub-licensees) will have a non-exclusive,
perpetual, internal licence to use and modify the Source Code for the purpose
of  providing voice and text based
information services in accordance with the terms and intended uses set forth
in this Agreement and the Escrow Agreement.


 


30.2         Licensor retains ownership
of the Source Code, together with all copies and portions thereof, and all
rights not expressly granted in this Section 30 are reserved by Licensor.


 


31            Access to
Licensee’s premises.


 


31.1         When accessing Licensee’s
premises or systems, including but not limited to access for the purposes of
supplying the Software or Services, the Licensor will, and will ensure that the
Licensor’s Representatives:


 


(a)   only access Licensee’s premises or systems, for the
purpose approved in advance by Licensee;


 


[  ] = 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

















 


(b)   comply with all relevant laws, standards and all
other health, safety, security and other office policies or regulations
(including the smoke-free work place policy) applying to Licensee’s premises or
systems; and


 


(c)   comply with any reasonable direction given to them
by the Licensee.


 


31.2         Where the Licensor requires
access to Licensee’s systems from outside Licensee’s firewall in order to
provide the Services, the Licensor agrees, if so requested by Licensee, to
execute an External Access Agreement on or before the date the Licensor
requires access.


 


32            Health
and safety and environment.  To the
extent that any employee or contractor of the Licensor will be required to
attend Licensee’s premises, the Licensor will ensure that such persons will
comply with the Licensee’s occupational health and safety and security
requirements as notified to the Licensor.


 


33            Sensis as Agent
for Telstra Corporation Limited. Sensis Pty Ltd (“Sensis”) enters into this Agreement as
agent for Telstra Corporation Limited. 
Sensis hereby agrees to be bound by the terms and conditions of this
Agreement.


 


IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the date first written below:


 


 


	
  Telstra
  Corporation Limited

  	
   

  	
  Local Matters Voice and Wireless Division,

  Inc.

  
	
   

  	
   

  	
   

  	
   

  
	
  Signed:

  	
   

  	
   

  	
  Signed:

  	
  /s/ Miles Wortman

  
	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
   

  	
   

  	
  Print Name: Miles Wortman

  
	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title: Director, Global Operations

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Date:

  	
  4/19/07

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Sensis
  Pty Ltd

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Signed:

  	
  /s/ G. Smyth

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  G. Smyth

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Mgr. Vendor Mgmt.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  5/3/07

  	
   

  	
   

  
										



 


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


 


17

















 


SCHEDULE
“A”


to
Master License & Support Agreement


SOFTWARE


SCHEDULE “A”


to Master License &
Support Agreement


SOFTWARE


 


Software


 


[***]


 


	
  Software

  Components

  	
   

  	
  Version

  	
   

  	
  Latest

  Version

  Shipped per

  CF

  Customer

  Record

  	
   

  	
  Features - 

  Comments

  	
   

  	
  Pricing

  Basis

  	
   

  	
  ALC

  
	
  [***]

  	
   

  	
  V4.1

  	
   

  	
  V4.1

  	
   

  	
  Licensed & Supported through 3/31/07 – no escrow

  	
   

  	
  BHC

  	
   

  	
  A[***] per 1,000 BHC per month.

  
	
  [***]

  	
   

  	
  V4.1

  	
   

  	
  V4.1

  	
   

  	
  Licensed & Supported through 3/31/07 – no escrow

  	
   

  	
  BHC

  	
   

  	
   

  
	
  [***]

  	
   

  	
  V4.1

  	
   

  	
  V4.1

  	
   

  	
  Licensed & Supported through 3/31/07 – no escrow

  	
   

  	
  BHC

  	
   

  	
   

  
	
  [***]

  	
   

  	
  V5.7

  	
   

  	
  V5.7

  	
   

  	
   

  	
   

  	
  BHC

  	
   

  	
   

  
	
  [***]

  	
   

  	
  V5.5

  	
   

  	
  V 5.5

  	
   

  	
   

  	
   

  	
  BHC

  	
   

  	
   

  
	
  [***]

  	
   

  	
  V5.5

  	
   

  	
  V5.5

  	
   

  	
   

  	
   

  	
  BHC

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [***]

  	
   

  	
  V4.1

  	
   

  	
  V5.1

  	
   

  	
   

  	
   

  	
  BHC

  	
   

  	
   

  
	
  [***]

  	
   

  	
  V4.4

  	
   

  	
  V4.4

  	
   

  	
  Inc Trace to Audio Feature

  	
   

  	
  BHC

  	
   

  	
   

  
	
  [***]

  	
   

  	
  V4.3

  	
   

  	
  V4.3

  	
   

  	
   

  	
   

  	
  BHC

  	
   

  	
   

  
	
  [***]

  	
   

  	
  V4.1

  	
   

  	
  V4.1

  	
   

  	
   

  	
   

  	
  BHC

  	
   

  	
   

  
	
  [***]

  	
   

  	
  V1.4

  	
   

  	
  V1.4

  	
   

  	
   

  	
   

  	
  BHC

  	
   

  	
   

  
	
  [***]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  BHC

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [***]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  See below

  	
   

  	
   

  	
   

  	
   

  
	
  [***]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  See below

  	
   

  	
   

  	
   

  	
   

  
	
  [***]

  	
   

  	
  V4.1

  	
   

  	
  V4.1

  	
   

  	
   

  	
   

  	
  BHC

  	
   

  	
   

  
	
  [***]

  	
   

  	
  V4.1

  	
   

  	
  V4.1

  	
   

  	
  Licensed & Supported through 3/31/07 – no escrow

  	
   

  	
  BHC

  	
   

  	
   

  
	
  [***]

  	
   

  	
  V5.5

  	
   

  	
  V5.5

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [***]

  	
   

  	
  V4.1

  	
   

  	
  V4.1

  	
   

  	
   

  	
   

  	
  BHC

  	
   

  	
   

  
	
  [***]

  	
   

  	
  V4.1

  	
   

  	
  No version listed

  	
   

  	
   

  	
   

  	
  BHC

  	
   

  	
   

  



 


[  ] = 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.


 

















 


	
  [***]

  	
   

  	
  V4.1

  	
   

  	
  V4.1

  	
   

  	
   

  	
   

  	
  BHC

  	
   

  	
   

  
	
  [***]

  	
   

  	
  V5.5

  	
   

  	
  ??

  	
   

  	
   

  	
   

  	
  BHC

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [***]

  	
   

  	
  V1.0

  	
   

  	
  ??

  	
   

  	
  Supported at hourly rate only (T&M)

  	
   

  	
  N/A

  	
   

  	
   

  



 


[***]


 


	
  Software

  Components

  FlexiQ

  	
   

  	
  Version

  	
   

  	
  Latest

  Version

  Shipped per

  CF

  Customer

  Record

  	
   

  	
  Features -

  Comments

  	
   

  	
  Pricing

  Basis

  	
   

  	
  ALC

  
	
  [***]

  	
   

  	
  V5.7

  	
   

  	
  V5.7

  	
   

  	
   

  	
   

  	
  BHC

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [***]

  	
   

  	
  V5.7

  	
   

  	
  V5.5

  	
   

  	
   

  	
   

  	
  BHC

  	
   

  	
   

  
	
  [***]

  	
   

  	
  V5.7

  	
   

  	
  V5.5

  	
   

  	
   

  	
   

  	
  BHC

  	
   

  	
   

  
	
  [***]

  	
   

  	
  V1.1

  	
   

  	
  V1.1

  	
   

  	
   

  	
   

  	
  BHC

  	
   

  	
   

  
	
  [***]

  	
   

  	
  V5.3

  	
   

  	
  V 5.3

  	
   

  	
  As deployed for Yellow Pages

  	
   

  	
  BHC

  	
   

  	
  License price [***] AUS
  per 1,000 BHC per
  month

  
	
  [***]

  	
   

  	
  V5.3

  	
   

  	
  V5.3

  	
   

  	
   

  	
   

  	
  BHC

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [***]

  	
   

  	
  V4.1

  	
   

  	
  V4.1

  	
   

  	
   

  	
   

  	
  BHC

  	
   

  	
   

  
	
  [***]

  	
   

  	
  V1.1

  	
   

  	
  No
  version listed

  	
   

  	
   

  	
   

  	
  BHC

  	
   

  	
   

  
	
  [***]

  	
   

  	
  V1.1

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  BHC

  	
   

  	
   

  
	
  [***]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [***]

  	
   

  	
  V1.4

  	
   

  	
  V 1.4

  	
   

  	
   

  	
   

  	
  BHC

  	
   

  	
   

  
	
  [***]

  	
   

  	
  V1.4.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  BHC

  	
   

  	
   

  
	
  [***]

  	
   

  	
  [***]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [***]

  	
   

  	
  V5.1

  	
   

  	
  V5.1

  	
   

  	
   

  	
   

  	
  BHS

  	
   

  	
  ALC A[***]
  for 1st 500 Busy
  Hour Searches, annually

  



 


[  ] = 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.


 

















 


	
  [***]

  	
   

  	
  V5.1

  	
   

  	
  V5.1

  	
   

  	
   

  	
   

  	
  BHC

  	
   

  	
  ALC A[***]
  for 1st 500 Busy
  Hour Calls, annually

  



 


[***]


 


	
  Software

  Components

  	
   

  	
  Version

  	
   

  	
  Latest

  Version

  Shipped per

  CF

  Customer

  Record

  	
   

  	
  Features -

  Comments

  	
   

  	
  Pricing

  Basis

  	
   

  	
  ALC

  
	
  [***]

  	
   

  	
  V4.1

  	
   

  	
  V4.1

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  A[***], annually

  
	
  [***]

  	
   

  	
  V4.1

  	
   

  	
  V4.1

  	
   

  	
   

  	
   

  	
  Listings

  	
   

  	
  A[***], monthly

  
	
  [***]

  	
   

  	
  V4.1

  	
   

  	
  V4.1

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [***]

  	
   

  	
  V4.1

  	
   

  	
  V4.1

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [***]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  A[***], annually

  



 


	
  [***]

   

  
	
  Software

  Components

  	
   

  	
  Version

  	
   

  	
  Latest

  Version

  Shipped per

  CF

  Customer

  Record

  	
   

  	
  Features -

  Comments

  	
   

  	
  Pricing

  Basis

  	
   

  	
  ALC

  
	
  [***] for the sole purpose of batch processing
  data on a dedicated server

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  A[***] plus A[***] for each customer record processed after the first
  [***] customer records processed in each year, payable annually.

  
	
  Other Local Matters Licenses

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [***]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Enterprise

  	
   

  	
   

  	
   

  	
  INCLUDED

  
	
  [***]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [***]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Enterprise

  	
   

  	
   

  	
   

  	
  INCLUDED

  



 






* = [***]


 


	
  ISx – Sensis Change Requests (CR’S) 

  
	
  Sensis Additional Modifications to Base ISx FlexiQ Software. 

  
	
  Support and Maintenance Covered by Master License Agreement

  



 


	
  CR No.

  	
   

  	
  Description of Additional Functionality

  	
   

  	
  Pricing

  
	
  1

  	
   

  	
  Multiple
  requirements

  	
   

  	
  INCLUDED

  
	
  2

  	
   

  	
  Listing
  content delivery

  	
   

  	
  INCLUDED

  



 


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


 

















 


	
  4

  	
   

  	
  DAH support

  	
   

  	
  INCLUDED

  
	
  7

  	
   

  	
  Location
  “seed” specification

  	
   

  	
  INCLUDED

  
	
  8

  	
   

  	
  Listing
  heading specification

  	
   

  	
  INCLUDED

  
	
  9

  	
   

  	
  Out of
  location listings handling

  	
   

  	
  INCLUDED

  
	
  10

  	
   

  	
  Clarification
  on updating rotation date

  	
   

  	
  INCLUDED

  
	
  11

  	
   

  	
  Through-connection
  to operator

  	
   

  	
  INCLUDED

  
	
  13

  	
   

  	
  Link DLCP
  record to agent

  	
   

  	
  INCLUDED

  
	
  16

  	
   

  	
  Locality
  name in Given Name field

  	
   

  	
  INCLUDED

  
	
  17

  	
   

  	
  After hours
  call diversion

  	
   

  	
  INCLUDED

  
	
  18

  	
   

  	
  Operator
  line selection

  	
   

  	
  INCLUDED

  
	
  20

  	
   

  	
  Display
  format changes

  	
   

  	
  INCLUDED

  
	
  21

  	
   

  	
  New field in
  Collector for A-party number

  	
   

  	
  INCLUDED

  
	
  23

  	
   

  	
  Increase
  Screen Save data Capacity

  	
   

  	
  INCLUDED

  
	
  25

  	
   

  	
  Add area
  code to Collector contact data

  	
   

  	
  INCLUDED

  
	
  26

  	
   

  	
  SMS Ad
  serving capability

  	
   

  	
  INCLUDED

  
	
  29

  	
   

  	
  SMTP Mail
  Server failover

  	
   

  	
  INCLUDED

  
	
  31

  	
   

  	
  Message and
  Promotional Text Windows

  	
   

  	
  INCLUDED

  
	
  32

  	
   

  	
  Through
  Connection to Emergency Services

  	
   

  	
  INCLUDED

  
	
  35

  	
   

  	
  Use Given
  Name only for heading search

  	
   

  	
  INCLUDED

  
	
  38

  	
   

  	
  Connection
  to “000” emergency Services Operator

  	
   

  	
  INCLUDED

  
	
  40

  	
   

  	
  Change ESAF
  to support for ORDB web pages

  	
   

  	
  INCLUDED

  
	
  41

  	
   

  	
  Change how
  YP headings identified

  	
   

  	
  INCLUDED

  
	
  42

  	
   

  	
  Message box
  for CNIS & International operator messages

  	
   

  	
  INCLUDED

  
	
  45

  	
   

  	
  Access to
  enhanced content web pages

  	
   

  	
  INCLUDED

  
	
  47

  	
   

  	
  Softkeys,
  etc. for eSAF Movies & Weather window

  	
   

  	
  INCLUDED

  
	
  50

  	
   

  	
  Modify IDG
  I/B for TNZ searches

  	
   

  	
  INCLUDED

  
	
  53

  	
   

  	
  Complete
  Help phrase for agent to use

  	
   

  	
  INCLUDED

  
	
  54

  	
   

  	
  Undefine 4
  softkeys from CR45

  	
   

  	
  INCLUDED

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  51

  	
   

  	
  Enable Promotional Text to be Passed from YP DB for Listings  Flagged
  as WP Gov Search Type.

  	
   

  	
  INCLUDED

  
	
  84

  	
   

  	
  Modify ISx 122 Keyboard driver to rationalise brackets (CR84)

  	
   

  	
  INCLUDED

  
	
  44

  	
   

  	
  Flexistation Display of Heading Search results for matching Heading
  Synonyms and XRef Heading Synonyms

  	
   

  	
  INCLUDED

  
	
  82

  	
   

  	
  Addition of the Postcode for any selected Sensis 1234 locality  search
  criterion as a parameter in the “5678” URL

  	
   

  	
  INCLUDED

  
	
  88

  	
   

  	
  MODIFY HEADING” KEY TO MATCH “LOC” KEY

  	
   

  	
  INCLUDED

  
	
  87

  	
   

  	
  Agent Selects Screen Layout

  	
   

  	
  INCLUDED

  
	
  98

  	
   

  	
  Remove listing count field from IDG screen

  	
   

  	
  INCLUDED

  
	
  103

  	
   

  	
  Reformat Display of YP Listing

  	
   

  	
  INCLUDED

  
	
  108

  	
   

  	
  XML HTTP Post WP/YP Listings

  	
   

  	
  INCLUDED

  
	
  109a

  	
   

  	
  FlexiStation Hot swap of soft keys depending upon SLC

  	
   

  	
  INCLUDED

  
	
  127b

  	
   

  	
  SWYMS Keyword enhancements

  	
   

  	
  INCLUDED

  
	
  135

  	
   

  	
  Display Order of DBUU fields

  	
   

  	
  INCLUDED

  
	
  139a

  	
   

  	
  Add two additional calling numbers

  	
   

  	
  INCLUDED

  
	
  142

  	
   

  	
  FlexiStation functionality depending upon SLC

  	
   

  	
  INCLUDED

  



 


[  ] = 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.


 

















 


	
  144

  	
   

  	
  Removal of OA & Directions access for 12456 calls

  	
   

  	
  INCLUDED

  



 


[  ] = 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.


 

















 


Licence Fees


 


Primary License Charges.


 


The parties acknowledge that the Licensee has
already paid the one-time, non-refundable Primary License Charge (PLC) for all
Software identified in this Schedule A as of the Effective Date.


 


The Primary License Charge for any future Software
that the parties mutually agree to add to this Agreement after the Effective
Date shall be documented in a new Schedule to this Agreement or an amendment to
this Schedule A executed in accordance with Section 19 (Amendment) or a
purchase order entered into under this Agreement.


 


Annual License Charges are detailed in the chart
above. The Annual License Charge for any future Software that the parties
mutually agree to add to this Agreement shall be documented in a new Schedule
to this Agreement or an amendment to this Schedule A executed in accordance
with Section 19 (Amendment) or a purchase order entered into under this
Agreement.


 


The licence fees referred to in paragraph 2.1 and
2.2 above are based on Licensee’s use of the Software to provide voice and text
based information services in the Territory.


 


Subject to clause 2.5, from the Effective Date,
Licensor will invoice Licensee monthly in arrears for the ALC for the Software
payable in respect of the preceding month and the Licensee will pay the invoice
within 30 days of receiving the invoice.


 


Where applicable, from the Effective Date, within 14
days of the end of each calendar month, Licensee will report to Licensor the
actual number of Busy Hour Calls for the preceding month.   Licensor will then invoice Licensee monthly
in arrears for the ALC for the Software payable in respect of the preceding
month based on that Busy Hour Call report and the Licensee will pay the invoice
within 30 days of receiving the invoice.


 


Licensor agrees to make available to Licensee at no
additional charge version 5 of the Base Software promptly after it is
commercially released.


 


In this Schedule A:


 


Busy
Hour means, in respect of a month, the hour
in that month which is made up of the four busiest consecutive 15 minute
periods (measured according to the number of Calls answered by an operator)
during that month.


 


Busy
Hour Calls or BHC means, in respect of a
month, the number of Calls answered by an operator during the Busy Hour for
that month.


 


Busy
Hour Search means  in
respect of the MacroMatch service the number of records processed and in
respect of EWP means the number of Searches conducted during the four busiest
contiguous 15 minute segments during a calendar month.


 


Call
means, a call made by a Licensee customer to
the directory assistance service provided by Licensee using the applicable
Software.


 


[  ] = 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.


 

















 


Payment terms


 


Licensee is not obliged to make a payment under
Schedule A unless and until it receives a correctly rendered invoice.  An invoice is correctly rendered if:


 


the specified amount is correctly calculated and due
for payment;


 


the invoice is accompanied (where necessary or where
reasonably requested by Licensee) by substantiating documentation; and


 


the invoice complies with any requirements relating
to GST.


 


Licensor will ensure that any invoice to Licensee
specifies the following details where relevant:


 


the Agreement number and relevant Purchase Order
number and date;


 


the Software, Documentation or Services ordered;


 


the place of delivery and the date of delivery; and


 


the applicable fee in Australian currency.


 


If Licensee disputes in good faith the whole or part
of any invoice:


 


Licensee will give Licensor written notice of the
disputed amount (with its reasons for the dispute);


 


Licensee may withhold the disputed amount but must
pay Licensor any undisputed amount; and 


 


the parties will attempt to resolve the dispute in
accordance with Section 28.


 


Licensor acknowledges that any payment made to it by
Licensee does not imply or constitute an admission on the part of Licensee that
the Software, Documentation or Services have been properly supplied or
performed in accordance with this Agreement or a waiver or release of Licensor’s
obligations under 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.


 

















 


SCHEDULE “B”


 


to Master License &
Support Agreement


 


SOFTWARE SUPPORT PROCESS


 


This document defines the process for providing defect service, problem
resolution and product support for the Software listed in Schedule A or
subsequent schedules or purchase orders made under this Agreement from Licensor
to Licensee.


 


Scope of process:


 


1              Standard
Maintenance Services


 


Scope of Services.  During the
Term, Licensor will provide Licensee the following Support and Maintenance
Services for the Software:


 


(a)           Corrections of
substantial defects in the Software so that the Software will operate as
described.


 


(b)          Periodic updates
of the Software that may incorporate (A) corrections of any substantial
defects, (B) fixes of any minor bugs, and (C) at the sole discretion
of Licensor, Enhancements to the Software.


 


(c)           Problem Reporting
and Support -Software defects may be reported as an incident via Licensor’s support
website to Licensor’s support system, by Licensee directly. Licensee can report
problems via the website any day any time. For reported severity 1 incidents,
Licensor provides Licensee support 24x7. For other severity levels, Licensor
provides Licensee with support from Monday through Friday (8:00 AM - 5:00 PM,
Licensee local time), excluding Licensor’s public holidays


 


When reporting an incident, Licensee personnel should provide the
following information as a minimum:


 


·      Licensee ID


·      Licensee Password


·      Licensee contact name


·      Licensor product name and version


·      Severity of the  incident


·      Description of the problem


 


An incident will be generated by Licensor’s support system as a result
of this initial Licensor’s support website entry and an incident number will be
assigned as the control number by Licensor’s support system. The incident
number should be used in all future communication concerning the problem.


 


This incident will be recorded in Licensor’s support database. Licensor’s
support system contains records about each problem and the solution (or fix)
for it. It also contains records about Licensor’s customers, products and
service organisations.


 


Licensor’s support system will send an email acknowledgement to the Licensee’s
contact on the incident indicating that the incident has been received.
Licensor’s customer support personnel will contact the Licensee within the
defined time periods established for each severity level to begin problem
investigation. Licensor’s customer support personnel will provide problem
resolution and maintain the incident to closure. Licensee may obtain 


 


[  ] = 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.


 

















 


incident status at any time via Licensor’s support website. Also,
Licensee may update an existing incident with new information via the website.


 


If a problem requires on-site assistance, the then current hourly rates
and terms for Services will apply.


 


Only for critical problems where Licensee cannot use the
function/program which has a critical impact on business operation and an
immediate circumvention or solution is required, if Licensor determines that
on-site resources are required to fix the defect Licensor may elect to provide
such on-site support as required. If the defect is ultimately determined to be
a non-Licensor problem that assistance is billable at the then current hourly
rates and terms for Services.


 


The following is a definition of problem severities:


 


2              SEVERITY 1
(CRITICAL) DESCRIPTION


 


Licensee cannot use the Software, which has a critical impact on the
business operation, including Licensee’s ability to deliver services to its
customers in accordance with its contractual obligations. An immediate
circumvention or solution is required.


 


Licensor 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 renegotiated with the Licensee on
site and available to Licensor’s support personnel until the problem is resolved.)


 


In case the Licensor’s problem manager is not available, Licensor will
reassign the severity of the problem with the Licensee.


 


Licensor’s assigned problem manager will provide the status of the
problem resolution to Licensee contact periodically.


 


Licensor target response time: Call backs to Severity 1 calls will
occur within 2 business hours.


 


Target resolution time:


 


Action plan within 1 working day. Permanent resolution within 10 days.


 


3              SEVERITY 2
(MAJOR) DESCRIPTION


 


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


 


Licensor’s target response time: Call backs to Severity 2 calls will
occur within 4 business hours.


 


Target resolution time:


 


Action plan within 2 working days. Permanent resolution within 20 days.


 


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


 

















 


4              SEVERITY 3
(MINOR) DESCRIPTION


 


Licensee can use the Software with some restrictions on the functions
which can be used. These restrictions do not have a critical impact on the
business’s operations and/or Licensee’s ability to deliver services to its
customers in accordance with its contractual obligations is impacted.


 


Licensor’s target response time: Call backs to Severity 3 calls will
occur within 8 business hours.


 


Target resolution time:


 


Permanent resolution within 30 days


 


Technical Assistance - a
reasonable amount of remote assistance is available during Licensor’s normal
business hours (excluding local Licensor holidays) via telephone, fax, or
e-mail to provide the Licensee with code-related technical assistance. For
example, questions regarding availability of code corrections, Error fixes,
Updates, use, operation, or the interpretation of the Software’s results.


 


If Licensor determines on-site assistance is required, and the problem
is a failure of the Software to perform according to its then applicable
specifications in the designated operating environment, no charges will
apply.  If Licensor determines that the
problem is due to other causes, or if Licensee expressly request on-site
assistance, the then current Licensor hourly rate and terms for Services will
apply.


 


[  ] = 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.