Exhibit
4.14
 
  
 
 
 TRADEMARK
AND DOMAIN NAME LICENSE
 
 Between
 
 TELEFÓNICA
S.A. and
 
 TELEFÓNICA
DE ARGENTINA, S.A.
 
     
  Madrid,
September 30, 2008
  
  RECITALS
 
 I.Whereas, the LICENSOR is
the registered owner of the trademark applications and/or registrations in
Argentina, as described in Exhibit I.
 
 II.Whereas, the LICENSOR is
also the owner of the domain names related to or matching the licensed
trademarks.
 
 III. Whereas, the LICENSEE,
in view of the discussions
maintained,is interested in using the trademarks described in the above
mentioned Exhibit I
subject to such terms and conditions as may be set forth, to which effect the terms and conditions are hereby proposedby
executing this License Proposal.
 
 In
addition, the LICENSEE is interested in using some of the domain names that are,
fully or partially, consistent with or related to the terms protected by the
above mentioned trademarks.
 
 CLAUSES
 
 1.
DEFINITIONS
 
 Both
Parties agree upon the following definitions to be applied to this
Proposal.
 
 1. Control: Control of a
Company by the LICENSOR shall mean such control exercised by the LICENSOR over
the Company, either directly or indirectly, through any other company based on
any of the following paragraphs:
 
 a) To be
holder of more than 50% of the capital stock.
 
 b) To be
empowered to appoint or change the majority of the members of the Board of
Directors, or to be entitled to the majority of the voting rights through
shareholders’ agreements.
 
 c) To
have control through the management as a consequence of rights or agreements
that confer the possibility of exercising critical influence on the company’s
business.
 
 2. CDI:
shall mean the Double Taxation Convention executed between Spain and Argentina
(Convenio Internacional para
Evitar la Doble Imposición).
 
 3. Distributors: shall
mean any natural or artificial person with whom the Licensee hires the marketing
or promotion, in any manner and by any means, of its products and services or of
products or services from which the Licensee obtains a benefit.
 
 4. Trademark or
TRADEMARK: shall mean those trademarks described in Exhibit
I.
 
 2.
PURPOSE
 
 The
purpose of this Proposal is to grant a non-exclusive, non-assignable and
revocable license for use of the trademarks described in Exhibit I (jointly referred to
as the “Trademark”).
   1
 
 Furthermore,
and unless otherwise provided in any other specific Agreement, this trademark
license shall govern the use of territorial domain names, fully or partially
consistent with or related to the trademarks (“Territorial
Domain Names”), and generic domain names provided that their use is
authorized in each case by the LICENSOR, and provided further that the
provisions of this Proposal are not inconsistent with the terms of such
authorization.
 
 2.1.
Grant of
License
 
 Upon
acceptance of the Proposal, the LICENSOR grants to the LICENSEE, and the
LICENSEE accepts, the License on the Trademark under the terms and conditions
set forth in this Proposal.
 
 Use of the
Trademark
 
 The
LICENSEE shall use the Trademark solely to distinguish the products or services
comprised in the classes for which the Trademark was applied for and/or
registered, subject to the rules and instructions set forth by the LICENSOR as
regards Corporate Image.
 
 The
current “TELEFÓNICA Corporate Image Manual” is attached hereto as Exhibit II,
and can be found in the Website (“Web”) http://brandcenter.telefonica.es/,
where the Brand Book of the trademarks is posted, provided however that both the
content of the Manual and the Web may be modified at any time at the LICENSOR’s
discretion. The updated versions of the “Manual(s) of Corporate Image of
TELEFÓNICA” and the Web shall become effective as from the date of notice to the
LICENSEE.
 
 2.2.
Territorial Scope and
Term
 
 The
License is hereby granted for use of the Trademark and the Territorial Domain
Names in the territory of the Argentine Republic, where the Trademark has been
applied for and/or granted and for the term of the Proposal.
 
 2.3.
Sublicenses
 
 The
license for use of the TRADEMARK hereby granted to the LICENSEE is personal,
non-exclusive and non-assignable. Therefore, the LICENSEE may not grant to third
parties any sublicenses or authorizations to use the TRADEMARK without the
LICENSOR’S express written consent.
 
 Furthermore,
the authorization to grant sublicenses to the Distributors shall be deemed
granted always provided that the Distributors are included in the definition
described in Clause One, and with respect to any other third party, a sublicense
may only be granted if the LICENSEE has requested express and written
authorization therefor and such authorization has been expressly granted in
writing by the LICENSOR, or if 30 days have elapsed as from such request and no
answer has been received from the LICENSOR.
 
 The
sublicensees shall assume the same obligations as those set forth for the
LICENSEE in this Proposal.
 
 For such
sublicense to be deemed legally and formally granted, it shall be expressly
instrumented in writing, and the sublicensor and sublicensees, as the case may
be, shall assume all and each of the obligations contained in this Proposal.
Otherwise, such sublicense shall be null and void by operation of
law.
   2
 
 The term
of the sublicense shall be:
 
 (i)
              the
      term set forth in the sublicense
agreement;
 (ii)
              the
      term of this License Proposal, whichever expires
  first.
 
 The
LICENSEE shall keep an updated record and shall communicate on annual basis to
the LICENSOR the authorizations and sublicenses made, specifying the name of the
sublicensee and the term of the sublicense, as well as such further information
as may be required by the LICENSOR.
 
 3.
LICENSEE’S
OBLIGATIONS
 
 3.1.
Use of Trademark and
Domain Name
 
 The
LICENSEE shall sufficiently, appropriately and diligently exploit the Trademark
and the Territorial Domain Names, in accordance with the provisions of this
Proposal.
 
 In
particular, the LICENSEE shall abstain from carrying out acts that may cause the
loss of any distinctive feature of the trademark or domain name, or the
discredit thereof, as well as any activities that may impair or damage in any
manner the LICENSOR, its reputation or activities, and in general any acts that
may impair the image, trademark or distinctive signs of the
LICENSEE.
 
 If the
LICENSOR considers that the use of the licensed trademarks or domain names by
the LICENSEE is, at its discretion, affecting its image or the value of the
referred trademarks or domain names, the LICENSEE shall, upon the LICENSOR’s
request, make such corrections as may be deemed appropriate by the
LICENSOR.
 
 The
LICENSEE shall allow the LICENSOR to access, at any time, the LICENSEE’s
records, even before being used by the LICENSEE, for purposes of inspecting and
examining them: customers’ brochures, promotional materials and any materials or
documentation through which the use of the Trademark or the Domain Name by the
LICENSEE is being consummated, for purposes of assuring that they are used in a
correct manner and in accordance with the “TELEFÓNICA Corporate Image Manual”
(Exhibit II) and/or the Web and the rules of development, and in accordance with
other applicable rules under this Proposal. Both parties shall bear the expenses
incurred for such inspections and verifications in equal parts, this document
serving as express and sufficient authorization to that effect.
 
 The
LICENSEE expressly undertakes to abstain from registering and/or applying for,
in the territory or elsewhere, the registration of a trademark, the name of
which includes, exclusively or as an accessory element, the name or voice of the
trademark or the domain name, their graphical image and/or anagram or any
similar trademark, without the LICENSOR’s prior express and written consent.
Should such consent be granted by the LICENSOR, and notwithstanding the
provisions of this Proposal, such trademark or domain name registrations, or
trademark or domain name registration applications shall be transferred to the
LICENSOR upon expiration hereof, irrespective of the cause therefor, it being
expressly understood to these effects, that the LICENSEE transfers such
registrations and applications for registration to the LICENSOR
hereunder.
 
 The
TRADEMARK and the Territorial Domain Names shall in all events be exclusively
owned by the LICENSOR. Accordingly, this Proposal shall not be construed as an
assignment of intellectual
   3
  and
industrial property rights, copyrights or other exclusive rights of the LICENSOR
relating to the TRADEMARK and/or the Territorial Domain Names.
 
 3.2
Defense of Trademark
and Domain Name
 
 The
LICENSEE shall give immediate written notice to the LICENSOR of any event of
which it has taken notice that may threaten the ownership, possession, use or
full exercise of the rights conferred by the TRADEMARK, constitute a violation
thereof, or the infringement by any third party, of any trademark or domain name
registration application by third parties, or the effective registration of
trademarks or domain names by third parties, which trademarks or domain names
may be considered identical, similar, inconsistent with or detrimental to the
licensed trademarks, for the LICENSOR to take such actions as it may deem
convenient under such circumstances, to which the LICENSEE may join with the
LICENSOR’s prior consent as regards the actions to be followed, cooperating in
the adoption of the actions taken by the LICENSOR in the defense of its rights,
or exercising, in its own name, such actions as may be deemed convenient by the
LICENSOR for the better defense and protection of the licensed
trademarks.
 
 Unless
otherwise provided herein, any potential expenses shall be borne by the
LICENSOR.
 
 3.3.
Indemnification
 
 The
LICENSEE shall indemnify and hold the LICENSOR harmless from and against any
liability against any claims, proceedings, losses, damages and expenses
(including, without limitation, legal costs and reimbursable attorneys’ fees)
that may arise from any activity of the LICENSEE relating to the undue use of
the trademark or domain name, even in cases of product and/or services’
liability claims.
 
 4.
LICENSOR’S
OBLIGATIONS
 
 4.1
Obligation to protect
the LICENSEE’s right to the peaceful enjoyment of the Trademark and the Domain
Name
 
 The
LICENSOR shall be entitled to the ownership, maintenance control,
administration, defense and disposition of the TRADEMARK and the Territorial
Domain Names, without the need of the LICENSEE’s consent to assign its ownership
to any third party, grant licenses for use, renew their effective terms, prevent
the use or registration of signs similar or identical to the TRADEMARK and the
Territorial Domain Names, o any other legal acts or transactions. Any
disbursements arising out of these proceedings shall be borne by the LICENSOR,
notwithstanding the provisions of Clause 3.2.
 
 The
LICENSOR hereby undertakes to allow the LICENSEE to use the Trademarks and the
Territorial Domain Names, under the terms of the Proposal and to protect the
right to the peaceful enjoyment thereof. In particular, the LICENSOR hereby
undertakes to defend, in court or out of court, the Trademark and the
Territorial Domain Names against any infringements or trademark or domain name
applications filed by third parties relating to the Trademark or the Territorial
Domain Names, as provided in this Proposal.
 
 4.2
Cooperation
 
 The
LICENSOR shall provide to the LICENSEE all the necessary cooperation for the
registration of the License with the Argentine Office of Industrial Property
(INPI), in order for it to be
   4
  enforceable
vis-à-vis third parties. The expenses arising from such registration shall be
borne by the LICENSEE.
 
 In
addition, the LICENSOR shall provide to the LICENSEE all the necessary
cooperation for maintenance of the Territorial Domain Names in NIC Argentina, in
order for them to be enforceable vis-à-vis third parties, with the LICENSOR
being responsible for the implementation of such proceedings. All expenses
incurred in connection therewith shall be borne by the LICENSEE.
 
 4.3.
Marketing and Advertising Activities abroad
 
 The
LICENSOR shall develop abroad such advertising campaigns and further activities
as it may deem conducive, at its sole discretion, to maintain and increase the
value of the Trademark so that the LICENSEE may benefit from the projection of
the licensed trademarks’ image in the Argentine market.
 
 For
illustrative purposes such activities may consist in acting as main sponsor,
sponsor, or endorser of sport championships or events of international
reputation, cultural, non-profit activities or professional activities,
etc.
 
 5.
PRICE
 
 5.1.
Price.
 
 5.1.1. Regular
price
 
 As
consideration for the License and the obligations assumed by the LICENSOR
hereunder and provided that the LICENSEE has obtained from the exploitation of
its operations a positive Operating Cash-Flow (it being understood as OIBDA
minus CAPEX) in the preceding fiscal year, the LICENSEE shall pay to the
LICENSOR the following amounts:
 
 a) For
fiscal year 2008, an amount equivalent to 0.75% of the Income obtained by the
LICENSEE, between the Effective Date and the fiscal year end.
 
 b) For
fiscal year 2009, an amount equivalent to 1% of the Income obtained by the
LICENSEE during the fiscal year.
 
 c) For
fiscal year 2010, an amount equivalent to 1.3% of the Income obtained by the
LICENSEE during the fiscal year.
 
 d) For
fiscal year 2011, an amount equivalent to 1.6% of the Income obtained by the
LICENSEE during the fiscal year.
 
 e) In the
event of extension of the Proposal in accordance with the provisions of Clause 7
hereof, for the calculation of the price, the percentage of the LICENSEE’S total
gross regular Income for the fiscal year immediately preceding the year of
extension shall apply, unless otherwise agreed.
 
 f) For
purposes of this Proposal, income shall be understood as the total gross regular
Income obtained by the LICENSEE as a result of its performance of business
during the relevant fiscal year, exclusive of such income of the LICENSEE
arising from operations with other companies of the Group, either fully or
partially participated, as well as other income of the LICENSEE such as income
arising from the disposition of fixed assets and financial investments and
income from
   5
   indemnifications
and litigations or income obtained from the exploitation of other trademarks
that are not the subject matter of this Proposal.
 
 g) The
Parties may at any time, upon mutual agreement given in writing, modify the
prices agreed upon in this Proposal.
 
 5.1.2. Exceptional
price
 
 If the
LICENSEE has not obtained from the exploitation of its operations a positive
Operating Cash Flow (it being understood as OIBDA minus CAPEX) in the preceding
fiscal year, the LICENSEE shall pay to the LICENSOR an installment or annual
royalty that will vary on an annual basis according to the disbursements made by
the LICENSOR in connection with the industrial property portfolio licensed to
the LICENSEE during the applicable license year.
 
 The
Parties agree that the amount payable by the LICENSEE shall under no
circumstance exceed the amount that would result from applying the procedure set
forth for the calculation of the regular price in clause 5.1.1.
 
 5.2 Invoicing, Currency and
Payment
 
 5.2.1
Currency.
 
 The
currency for the payment of the price shall be US Dollars, as provided herein
below.
 
 5.2.2. Invoicing and
Payment.
 
 A)
              In the event that the LICENSEE
      shall have obtained from the exploitation of its operations a positive
      Operating Cash Flow (it being understood as OIBDA minus CAPEX) in the
      preceding fiscal year:
 
 Within 30
business days after the end of each quarter of the relevant fiscal year, the
LICENSEE and the LICENSOR shall agree upon the amount applicable to such
preceding quarter on account of the price for the license that is the subject
matter of this Proposal. To that effect, the LICENSEE shall propose to the
LICENSOR the adjustments to be made to the Income obtained by it in accordance
with the provisions of paragraph f), Clause 5.1 above. Such proposal of the
LICENSEE shall be deemed final, unless the LICENSOR otherwise communicates in
writing to the LICENSEE within 10 business days following the receipt of such
proposal. Once the LICENSEE and the LICENSOR have agreed upon the referred
amount applicable to the quarter in question, the LICENSOR shall issue the
respective invoice and forward it to the LICENSEE, which shall pay it within 60
days after its receipt.
 
 Notwithstanding
the provisions of the preceding paragraph, if the LICENSEE’s income is generally
received in the currency of its home country but the invoicing and payment of
this Proposal is agreed upon in US dollars, the Parties agree to apply the
average exchange rate between such currencies for the relevant quarter as
published by the Central Bank of the LICENSEE’s country (or the currency
published by such other entity as may be agreed upon by the Parties) in order to
make the adjustments, invoicing and payments provided in the immediately
preceding paragraph.
 
 B)
              In the event that the LICENSEE
      has failed to obtain from the exploitation of its operations a positive
      Operating Cash Flow (it being understood as OIBDA minus CAPEX) in the
      preceding fiscal year:
   6
 
 Within 60
business days following the end of the immediately preceding fiscal year, the
LICENSOR shall give notice to the LICENSEE of the expenses incurred in
connection with the industrial property portfolio licensed under this Proposal.
Unless the LICENSEE gives notice of any objection thereto to the LICENSOR within
10 business days after the receipt of the initial communication made by the
LICENSOR, the LICENSOR shall issue the relevant invoice and forward it to the
LICENSEE in order for it to pay it within 60 days after its receipt. Should
there be any objections by the LICENSEE to the expenses incurred by the
LICENSOR, the Parties covenant to discuss them in good faith and to reach an
agreement on the referred incurred expenses (to that effect, the LICENSEE may
not refuse to pay any reasonable expenses incurred by the LICENSOR, the payment
of which has been duly proved by means of documentary evidence).
 
 Notwithstanding
the provisions of the preceding paragraph, if the LICENSEE’s income is generally
received in the currency of its home country but the invoicing and payment of
this Proposal is agreed upon in US dollars, the Parties agree to apply the
average exchange rate between such currencies for the relevant fiscal year as
published by the Central Bank of the LICENSEE’s country (or the currency
published by such other entity as may be agreed upon by the Parties) in order to
make the adjustments, invoicing and payments provided in the immediately
preceding paragraph.
 
 6.
COMMUNICATIONS
 
 6.1.
Method to send
communications
 
 Any
communication between the Parties relating to this Proposal shall be made in
writing and sent by mail, telefax or email. All communications and/or notices
sent by telegram, telefax or email shall be deemed duly delivered and received
if their receipt is acknowledged and if sent to the respective addresses of the
Parties described in the following paragraph 6.2.
 
 Alternatively,
all communications and/or notices sent to the respective addresses of the
Parties described in the following paragraph 6.2 shall be deemed delivered and
received if sent by certified mail with return receipt requested.
 
 6.2
Domiciles
 
 For
communication purposes the Parties establish their domiciles in the following
addresses:
 
 LICENSOR
 
 -Domicile:
Telefónica, S.A., Distrito C, Edificio Central, Ronda de la Comunicación s/n,
28050 Madrid, Spain.
 
 -
Attention:Secretaría General
(Responsable Marcas)
 
 - Fax:
+34 91 482 3758
 
 LICENSEE
 
 -
Domicile: Telefónica de Argentina, S.A., Ingeniero Huergo 723 PB, (C1107AOH)
Buenos Aires, Argentina
 
 -
Attention: Secretaría General
(Responsable Marcas)
   7
 
 -
              Fax:
      +5411 4303-5586
 
 6.3
Change of
domicile
 
 For
communication purposes, any change of domicile shall be communicated to the
other Party in writing at least five (5) business days in advance at the
domicile of the Party that is the recipient of such notice of change of
domicile.
 
 7.
PROPOSAL
TERM
 
 The
Proposal, if accepted, shall be in effect from May 1, 2008 (“Effective Date”) until
December 31, 2011, counted as from the Effective Date. Such effective term may
be extended by any of the Parties for successive additional periods of three (3)
years, giving written notice thereof to the other Party at least 90 days in
advance. Should the other Party fail to give notice of its decision to not renew
it within thirty (30) calendar days prior to the expiration of the initial term
of the Proposal or any of its extensions, the Proposal shall be deemed
extended.
 
 8.
TERMINATION
 
 The
Proposal shall be terminated upon the occurrence of the following
events:
 
 (i)
expiration of the Proposal’s term;
 
 (ii)
general inability to pay debts or bankruptcy of any of the Parties and execution
of a debt relief and/or reduction agreement between any of the Parties and its
creditors, or the submission thereof to any kind of court or out-of-court
reorganization proceeding or execution of any kind of reorganization plan with
its creditors;
 
 (iii)
suspension, for any reason, of one of the Parties’ businesses or principal
activity line, the substantial alteration of its business’ nature, its
dissolution, liquidation or ordered closure, as well as the global assignment of
its assets;
 
 (iv)
merger, spin off, global assignment of assets and liabilities or sale of any
equity interest held by either of the Parties when, as a consequence thereof,
the company resulting from the merger, or the company benefiting from the spin
off, or the assignee of the assets and liabilities is under control of persons
different from the ones that hold a controlling equity interest in the Parties
as of the Effective Date or when the transfer of such equity interest results in
the affected Party being under the control of any person(s) different from the
ones that hold controlling equity interests in the Parties as of the Effective
Date;
 
 (v)
termination of the Proposal by any of the Parties as a consequence of the
failure by any of the Parties to perform any of the Clauses of this Proposal,
provided that such default is not cured within a maximum term of five (5) days
after written request therefor by the other party, and provided further that
such default is considered incurable or turns impossible the fulfillment of this
Proposal by the non-defaulting party, in which case the termination may become
immediate effective, notwithstanding the payment of any damages that may be
available to any of the Parties.
 
 The event
of termination described under (i) shall produce effects automatically. The
other events of termination shall only produce effects by means of a notice
given by the non-defaulting Party to the other Party expressing its intention to
terminate the Proposal.
   8
 
 9.
ASSIGNMENT
 
 The
provisions of the Proposal and the rights and obligations provided therein may
not be assigned by the LICENSEE without the LICENSOR’s previous written
consent.
 
 10.
EXHIBITS
 
 This
Proposal and its Exhibits, which are an integral part thereof, constitute the
entire agreement between the Parties, and supersede any other agreement related
hereto that may exist between the Parties.
 
 EXHIBIT I
List of licensed Trademarks
 
 EXHIBIT
II Corporate Image Manual
 
 11.
AMENDMENTS
 
 The
provisions of this Proposal may not be amended or altered without the express
written agreement between the Parties.
 
 The
acceptance of the Proposal annuls and supersedes any prior agreement of the
Parties with the same subject matter and may only be amended by means of an
agreement executed by all the Parties thereto.
 
 12.
VALIDITY
 
 Each
clause is valid independently of the others. If for any reason any of the
Clauses or documents attached hereto were considered null or invalid, the
Parties expressly agree to substitute the Clause or document in question for
another with similar content that resembles as much as possible the original
Clause or document, according to the intended effects.
 
 13.
WAIVER
 
 Failure
to exercise any right under this Proposal shall not imply the waiver of any
right by any of the Parties.
 
 14.
DEFAULT
 
 The
Parties expressly agree that failure to comply with any of the Clauses contained
in this Proposal shall be deemed gross default and as a consequence, the
non-defaulting Party may require a compensation for the damages caused. In
addition, in case of default by the LICENSEE, the LICENSOR shall be entitled to
order precautionary measures, being expressly empowered to process them before
the relevant body in the jurisdiction of the territory entitled to render a
decision on the automatic suspension of use of the Trademark and the Territorial
Domain Names.
 
 15.
GOVERNING
LAW
 
 The
Proposal and its performance shall be governed by the laws of
Spain.
 
 16.
TAXES
   9
 
 16.1
Income
Tax
 
 The
LICENSEE shall withhold from the payments made to the LICENSOR the income tax of
the Argentine Republic.
 
 For
purposes of making such withholding under the terms provided by the CDI, the
LICENSOR shall deliver to the LICENSEE, within 30 days after the execution
hereof, the certificate of tax residence in Spain granted by the tax authorities
of such country, and shall send the new certificates upon expiration of the
effective term of the certificates sent, all in accordance with the regulations
issued by the Superintendency of Corporations of the Argentine Republic
(AFIP).
 
 Should
such certificate be inconsistent with the form attached to General Resolution
(AFIP) No. 2,228, the LICENSOR shall supplement such certificate with a note in
the form of an affidavit stating that it is the actual beneficiary of the
income, that such income falls under the scope of the above mentioned Convention
to avoid double taxation, and that it is a company organized and existing in
Spain and that it has no permanent establishment in the Argentine Republic
relating to this Proposal.
 
 The
LICENSEE shall register the Proposal with the Registry of Technology Transfer
Agreements of the Argentine Office of Industrial Property (INPI) and the
registration fee shall be borne by the LICENSEE.
 
 The
LICENSEE shall send the income tax withholding certificates duly acknowledged by
the AFIP to the LICENSOR as soon as possible after each
withholding.
 
 17.
JURISDICTION
 
 The
Parties expressly agree that any controversy arising from the performance,
interpretation and/or enforcement of this Proposal shall be submitted to
Arbitration of law, before one or more arbitrators according to the rules of the
Civil and Commercial Court of Arbitration located in Madrid. The Parties agree
to submit to the award arising from such arbitration of law, which award shall
be binding upon the parties. The Spanish procedural laws shall apply
subsidiarily. The arbitration proceeding shall be conducted in
Spanish.
 
 Notwithstanding
the provisions of the preceding paragraph, the Parties expressly agree that the
LICENSOR is hereby entitled to request precautionary measures as provided in
Clause 14.
 
 
 TELEFÓNICA
S.A.
 P.p.
 
 /s/
 
 D. Carlos
Jiménez Zato
 
 10