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


 


Exhibit 10.36


 


INTERNET
SERVICES AGREEMENT


 


This Internet Services Agreement (“Agreement”) is made this 18th
day of June, 2003 by and between YP Web Partners, L.L.C., d/b/a YPSolutions, a
Louisiana limited liability company with offices at 3445 North Causeway
Boulevard, Suite 401, Metairie, LA 70002 (“YPS”), and R.H. Donnelley Publishing
& Advertising, Inc., a Kansas corporation, with offices at 5454 West 110th
Street, Overland Park, Kansas 66211 (“Publisher”). YPS and Publisher are
sometimes referred to herein as the “Parties” and individually as a “Party.”


 


Recitals


 


A.           YPS
offers Internet services, including consulting, Internet yellow pages directory
infrastructure, portal design, content, hosting, web site building, traffic
optimization, and other services to telephone directory publishers.


 


B.            Publisher
compiles, publishes and distributes printed white and yellow pages telephone
directories in markets located in 18 states.


 


C.            YPS
and Publisher desire to enter into a business relationship pursuant to which,
among other things, (i) YPS will convert certain (as specified herein) of
Publisher’s printed telephone directories into a digital format accessible on
the Internet and build web sites for Publisher on which those digitized
directories will reside, (ii) YPS will host and promote Publisher’s web sites
on the Internet, including providing all hardware and software support
necessary to host Publisher’s web sites and display Publisher’s directories on
the Internet, (iii) YPS will provide Publisher with web-based listings management
software and other tools necessary to permit Publisher’s maintenance and
control of listings and graphic data on Publisher’s web sites, and (iv) YPS
will provide training and support to Publisher’s technical staff to enable them
to access and use YPS’s proprietary systems and software for the purpose of
supporting and maintaining Publisher’s web sites.


 


D.           YPS
and Publisher also desire to provide a framework for the addition of new
products and services, such as services that support web based commercial
transactions, which Publisher may elect to purchase from YPS during the term of
this Agreement.


 


E.            This
Agreement is intended to delineate the terms and conditions applicable to the
products and services to be provided by YPS to Publisher within the context of
the business relationship hereby established between the Parties.


 


Agreement


 


Now, therefore, in consideration of the mutual covenants set forth in
this Agreement, YPS and Publisher agree as follows:


 

















 


1.             Definitions.
For the purposes of this Agreement, the following terms will have the indicated
meanings:


 


1.1           “Beta
Version” means the initial test system of each of Publisher’s Web Sites, which
is tested through the Internet by Publisher.


 


1.2           “CityBoss
Product” means YPS’s proprietary product that displays portal-based interactive
community pages containing content such as:  local weather, headline news, maps/driving
directions, event tickets, links to national Yellow Pages, stock quotes, an
apartment finder, and relocation tools to users.


 


1.3           “Directory”
or “Directories” means each and every issue of the printed white and/or yellow
pages telephone directories published and distributed by Publisher that are
individually or collectively subject to this Agreement by virtue of having been
identified in or pursuant to this Agreement or that are added to this Agreement
from time to time by Publisher in accordance with the terms hereof. Each issue
of the Directories covered by this Agreement shall constitute a Directory for
which the products and services contemplated in this Agreement shall be
provided.


 


1.4           “Directory
Content” means the white pages, yellow pages, and other sections and components
of each of the Directories (including without limitation listings, display
advertisements, in-column advertisements, extra lines, filler, disclaimers,
call-out boxes, data files, reports, galley file, HIP file, WADS and CAPS
files), which are delivered by or on behalf of Publisher to YPS.


 


1.5           “Directory
Infrastructure Systems” means YPS’s server computer(s) and other hardware
systems, and YPS’s ListBoss and PageBoss software programs and other software
programs utilized by YPS in providing Web Site development and Web Site hosting
services related to the Directories.


 


1.6           “Domain
Name” is the alpha-numeric name associated with a Web Site, Web Page or
Electronic Mail addressed to Publisher.


 


1.7            “Effective Date” means the day and year first above written on this
Agreement.


 


1.8           “Electronic
Mail” or “Email” means any communication transmitted via the Internet that is
stored in the recipient’s Email box.


 


1.9           “Final
Version” means the Beta Version of Publisher’s Directory that has been fully
tested, modified, and accepted by Publisher for use on the World Wide Web.


 

















 


1.10         “General Web Site Specifications” means the general specifications and
requirements applicable to the Web Sites, which are set forth in Exhibit B to
this Agreement.


 


1.11         “Hour”
means 60 minutes spent by one developer.


 


1.12         “HTML
Code” means hypertext mark-up language which is the language commonly used for
developing the appearance of Web Sites.


 


1.13         “Intellectual
Property Rights” means (i) rights in any patent, copyright, trademark, trade
dress, and trade name, (ii) related registrations and applications for
registration, and (iii) trade secrets, moral rights and good will.


 


1.14         “Internet”
means the global computer network comprising interconnected networks using
standard Protocols.


 


1.15         “Internet
Service Provider” or “ISP” means an entity that enables the uploading and
downloading of data between remote computers and the Internet.


 


1.16         “ListBoss
Product” means YPS’s proprietary product that displays yellow pages listing
information to users with a look and feel similar to that of popular web based
search engines.


 


1.17         “Maintenance
and Support Documentation” means and includes the organized collection of
records that describes the structure, purpose, operation, maintenance, and data
requirements for a computer program, operating system, or hardware device.


 


1.18         “PageBoss”
means YPS’s proprietary product that displays yellow pages information to users
with a look and feel similar to that of the printed Directories.


 


1.19         “Project Manager” means one of each Party’s employees designated from time to
time by each Party who will act as a liaison between the Parties and as each
Party’s respective project manager.


 


1.20         “Protocols”
means a set of rules that regulate the way data is transmitted between
computers, more specifically the Internet standard TCP/IP protocols, including
standards for HTML Code.


 


1.21         “Significant
Security Breach” means any unauthorized third party access to the Directory
Infrastructure Systems or to YPS-protected data via an Internet connection.
Significant Security Breaches are further defined in the Web Hosting
Specifications attached to this Agreement as Exhibit C.


 

















 


1.22         “Web Page” means each individual screen display contained in
a Web Site consisting of information and data that is rendered by a web browser interface.


 


1.23         “Web
Portals” means interactive, Publisher-branded Web Pages included within Web
Sites that contain live links to web sites on the World Wide Web.


 


1.24         “Web
Site” means all Web Pages associated with Publisher’s uniform resource locator
(URL) that are stored on YPS’s Internet server computer.


 


1.25         “Web
Site Specifications” means the specifications developed by the Parties pursuant
to this Agreement that are specific to each Web Site. Unless otherwise provided
in the Web Site Specifications for a particular Web Site, the Web Site
Specifications shall be deemed to incorporate and include the General Web Site
Specifications.


 


1.26         “Web
Host” means an entity that stores third-party Web Sites on its Internet server
computer, receives or stores commands or data transmitted by Internet users,
transmits Web Page data to users’ Internet addresses, and performs maintenance
of the systems used in the performance of such services.


 


1.27         “World
Wide Web” or “WWW” is a subset of the Internet, and is a common system for
browsing Internet Web Sites.


 


2.            Exhibits
and Schedules. The following exhibits and schedules, which are attached to
this Agreement, are incorporated into, and made a part of, this Agreement:


 


Exhibit / Schedule


 


Exhibit
A – Directory Conversion Schedule


Exhibit B –
General Web Site Specifications


Exhibit C –
Web Hosting Specifications


Exhibit D –
Enhancements and Upgrades Specifications


Exhibit E –
Third Party Software List


Exhibit F –
Directories List


Exhibit G –
Project Compensation Schedule


Exhibit H –
Form of Preferred Escrow Agreement


 


3.            Conversion
of Directories. YPS will provide the following products and services to
Publisher to facilitate the conversion of the Directories into an
Internet-accessible format:


 

















 


3.1           Conversion. Upon
delivery of the Directory Content for each Directory, YPS will convert the
Directory Content from Publisher’s publishing system format into the data
format utilized by YPS and fully compatible with the Directory Infrastructure
Systems (the “Internet Format”). The Directory Content shall be delivered by
Publisher in the format specified in the Directory Conversion Schedule attached
to this Agreement as Exhibit A.  The
conversion of the Directory Content shall be done by YPS in accordance with the
Directory Conversion Schedule.  The
converted Directory Content shall conform to, and function under, standard HTML
Code conventions.


 


3.2           Placement
on Web Sites. Upon satisfactory conversion of a Directory’s Directory
Content, YPS will incorporate the Directory Content into the Web Site developed
for that Directory pursuant to this Agreement.  The parties acknowledge and agree that the
Directory Content for each publication issue of a Directory covered by this
Agreement will be incorporated into, and replace, the Directory Content of the
previous issue of that Directory that has been incorporated into the
Directory’s Web Site.


 


3.3           Conversion
Due Dates. For each Directory, Publisher will deliver the Directory Content
to YPS in accordance with the delivery schedule provided, or to be provided, in
the Directory Conversion Schedule. Upon written notice to YPS, Publisher may
modify the delivery schedule for any of the Directories, provided that
Publisher complies with the minimum lead time requirements set forth in this
Agreement.


 


3.4           Conversion
Programming. To facilitate the conversion of the Directory Content to the
Internet Format, YPS will develop one or more software conversion programs
(“Conversion Utilities”) and/or modify the software programs utilized by the
Directory Infrastructure Systems to permit the conversion of data from the
format used by Publisher’s publishing systems to the Internet Format.  This conversion of the Directory Content,
including the Conversion Utilities, shall conform to the standards, and be
completed within the time deadlines, specified in the Directory Conversion
Schedule.  Upon timely and satisfactory
completion of the Conversion Utilities, YPS shall be entitled to bill Publisher
for the one-time Initial Conversion Set-up Fee specified in the Project
Compensation Schedule attached to this Agreement as Exhibit G.


 


3.5           Designation of Directories.


 


3.5.1        Initial Directories. The Parties agree that the July
2003 publication issue of Publisher’s Las Vegas, Nevada Sprint Yellow Pages telephone
directory will be the first of the Directories subject to this Agreement. During
the first year of this Agreement’s term, Publisher at its discretion may from
time to time designate publication issues or other directories it publishes as
Directories subject to this Agreement; Publisher shall make its designation by
notifying YPS in writing of any such Directories. 


 

















 


3.5.2        IYP Plan. On or before the expiration of the first
year of this Agreement’s term, Publisher shall develop and provide to YPS an
Internet Yellow Pages Plan (the “IYP Plan”) consistent with the terms of this Agreement,
which will provide a comprehensive designation of the publication issues of
directories it publishes as Directories subject to this Agreement.  In developing the IYP Plan, Publisher shall have the right
to designate anywhere from none to all of its directory publications as
Directories subject to this Agreement. The Directories designated in the IYP
Plan shall include the Directories previously designated as subject to this
Agreement by Publisher; provided however that Publisher may elect not to
include any such Directories for which YPS has not yet commenced providing the
products and services contemplated herein. Publisher shall commit to
implementing the products and services provided for in this Agreement that are
identified in the IYP Plan for a minimum of two full publication cycles of each
Directory designated in the Plan (inclusive of any publication cycles already
commenced or completed with respect to Directories previously made subject to
this Agreement), subject to Publisher’s right to substitute Directories as
provided herein.


 


3.5.3        Additional and Substitute Directories. After
submission of the IYP Plan, Publisher, at any time during the remaining term of
this Agreement, may add other directories published by Publisher to, or substitute
any such directories for one or more of, the Directories designated in the IYP
Plan, provided the substitution of Directories does not result in a material
decrease in the compensation payable to YPS pursuant to this Agreement.
Publisher shall make such additions or substitutions by providing YPS with
written notification thereof.


 


3.5.4        Information Required; Limitations on Designations. Publisher
will provide YPS with the Print Delivery Start Date for each issue of each
Directory designated, added or substituted by Publisher pursuant to written
notifications provided by Publisher to YPS or as part of the IYP Plan submitted
to YPS in accordance with the foregoing provisions. The Print Delivery Start
Dates and other applicable production deadlines established by Publisher will
be added to the Directory Conversion Schedule and YPS thereafter shall be
obligated to provide the products and services contemplated by this Agreement
with respect to all such Directories. Notwithstanding the Publisher’s discretion
to designate, add and substitute Directories as subject to this Agreement, the
designation, addition or substitution of any Directory that in effect would
extend the term of this Agreement beyond December 31, 2006 may be made only
upon the mutual, written agreement of the Parties.


 


3.5.5        Minimum Lead Time and Performance Deadlines. For each
Directory, Publisher shall provide YPS with the minimum lead times specified in
this Section, and YPS shall meet the performance deadlines required hereby and
by other provisions of this Agreement, unless otherwise agreed by the Parties.


 

















 


The Parties shall cooperate in good faith in making adjustments to the
lead time and performance deadline requirements for each Directory, as
necessary to coordinate YPS’s delivery of the Final Version of each Web Site
with the printing and distribution schedules of the corresponding Directory.
The minimum lead time and performance deadlines for each Directory are as
follows:


 


(a) Publisher will provide YPS with notification of the designation,
addition or substitution of any Directory made subject to this Agreement at
least sixty (60) days prior to the Directory’s Print Delivery Start Date,
except for Directories made subject to this Agreement pursuant to an exercise
of Publisher’s First Option Right in accordance with Section 10.8 of this
Agreement;


 


(b) Publisher will provide YPS with notification of any change in the
Print Delivery Start Date for each Directory at least fifteen (15) days prior
to the changed Print Delivery Start Date;


 


(c) The Parties will use commercially reasonable efforts to complete the
development of Web Site Specifications for each Web Site at least thirty (30)
days prior to the applicable Print Delivery Start Date;


 


(d) YPS will complete the conversion of each Directory and host the Beta
Version of the Web Site relating thereto within ten (10) days of Publisher’s
delivery of all of the Directory Content of such Directory.


 


4.             Web Site
Development and Delivery. YPS will provide the following products and services
to the Publisher to facilitate the placement of the Directories on one or more
Web Sites developed for publication by YPS:


 


4.1           Web Site Development. YPS shall develop for
Publisher a Web Site dedicated to each of the Directories converted to the Internet Format. Each Web Site shall be
developed by YPS in accordance with the specifications and requirements to be
developed by the Parties for that Web Site, which among other things shall
graphically and textually illustrate the Web Pages to be incorporated into the
Web Site (including images and graphics) and the functionality Publisher
requires between (a) multiple Web Pages, (b) each Web Page and Internet users,
and (c) the Web Site and other Web Sites on the World Wide Web (the “Web Site
Specifications”). Without limiting the generality of the forgoing, each Web
Site will include, or incorporate the features of, the PageBoss Product, and
the ListBoss Product. The Web Site Specifications for each Web Site shall be
consistent with the general specifications and requirements set forth in
Exhibit B to the Agreement (the “General Web Site Specifications”).


 


4.2           Acceptance
Testing and Acceptance. YPS shall host on its Internet server a Beta
Version of each Web Site for Publisher’s inspection and testing over


 

















 


the Internet on or before the Print Delivery
Start Date for the Directory identified in the applicable Web Site
Specifications. The Beta Version shall conform to, and comply with, the Web
Site Specifications applicable to that Web Site. Access to the Beta Version will be limited to Publisher and will be
password protected. For each Web Site, Publisher shall perform a complete
inspection and testing of all aspects of the Beta Version. Publisher shall
indicate its acceptance of the Beta Version in writing or Publisher shall
request modifications to the Beta Version which shall be consistent with the
Web Site Specifications. YPS shall incorporate Publisher’s requested
modifications into the Web Site after consultation with Publisher’s Project
Manager. Upon the satisfactory incorporation of Publisher’s requested
modifications into the Web Site, Publisher shall indicate its acceptance of the
Beta Version in writing. The Parties shall use commercially reasonable efforts
to modify and complete acceptance of the Beta Version within five (5) days
after the initial hosting thereof on YPS’s Internet server.


 


4.3           Delivery.
YPS’s delivery of Publisher’s Final Version of the Web Site for each Directory
shall consist of YPS’s posting of Publisher’s Web Site to YPS’s Internet server
for use on the World Wide Web. The delivery of the Final Version shall be made
and completed on or before the applicable Directory Delivery Start Date. Upon
delivery, YPS shall be entitled to bill Publisher for the applicable Annual
Directory Fee specified in the Project Compensation Schedule.


 


4.4           Duration.
Each Web Site will be hosted pursuant to the terms of this Agreement and will
be available on the World Wide Web (referred to herein as “duration”) throughout
the publication cycle of the Directory to which the Web Site relates. Accordingly,
modifications to the Web Sites may be required during their duration to correct
or update live links to web sites of Publisher’s advertising customers, live
links within Web Portals, Directory Content, and other content included in the
Web Site. Publisher may
make these modifications through the use of the programs provided by YPS.
Publisher also may require certain Web Site modification services from
YPS, which shall be provided by YPS in accordance with the Modification
Services Standards set forth in the Web Site Specifications. These modification
services will be provided in consideration for the fees specified in the
Project Compensation Schedule.


 


5.            Development
and Support of Web Portals.


 


5.1           Development. For each Web Site, YPS will create one
or more Web Portals (as directed by Publisher), the content of which will
consist primarily of an interactive community guide for the market area covered
by the Directory to which the Web Site relates. Each Web Portal will be branded with
Publisher’s brands and/or marks, including Publisher’s trade names, logos, color
schemes, and other trade dress, in accordance with the Web Site Specifications
established for each Web Site and with Publisher’s direction concerning the use
of its brands and marks. Publisher will review and approve the use of
Publisher’s brands and marks for each such Web Site as part of its review and
testing of the Beta Version


 

















 


for that Web Site. Each Web Portal shall function in accordance with
the applicable functionality standards set forth in the Web Site Specifications
and will be submitted to Publisher for inspection and testing as part of the
Beta Version for the Web Site to which the Web Portal relates. Without limiting
the generality of the foregoing, each Web Portal will include, or incorporate
the features of, the CityBoss Product.


 


5.2           YPS – Provided
Content. YPS will provide Basic Content for the Web Portals. The available
items of Basic Content, which are identified and described in the Web Site
Specifications, may be modified from time to time by the mutual agreement of
the Parties. Publisher shall select the Basic Content for each Web Portal in
conjunction with the development of Web Site Specifications for each Web Site.
The Basic Content will be provided to Publisher at no additional charge. YPS
also will make available to Publisher the Transactional Content and Additional
Content identified and described in the Web Site Specifications. The Additional
Content and Transactional Content will be provided upon the terms specified in
the Web Site Specifications and upon such other terms as are agreed to in
writing by the Parties. Each Party acknowledges that the specific terms and
conditions governing the provisioning of the Transactional Content will be
negotiated after the Effective Date of this Agreement. These terms and
conditions shall be expressed in a written addendum to this Agreement.


 


5.3           Support. YPS shall maintain each Web Portal for the
duration of the Web Site to which the Web Portal relates. This maintenance will
include, without limitation, maintaining live links to other web sites on the
World Wide Web that are fully functional and content appropriate. YPS shall be
responsible for making any necessary arrangements with such other web sites for
the display of appropriate and timely Basic Content, Transactional Content, and
Additional Content included in the Web Portal. Publisher shall have no
responsibility for, or obligation arising from, any such arrangement to the extent
it relates to content provided by YPS.


 


5.4           Publisher-Provided Content. Publisher shall have
the right to add or make changes to the content of any Web Site, including any
Web Portal, and to incorporate web features and products provided by other vendors
into any of the Web Sites and Web Portals, provided such changes and
incorporated products are compatible with the functionality standards
applicable to that Web Portal. Any such Publisher-provided content will be
incorporated into the Web Portal by YPS based on the fees, if any, specified in
the Project Compensation Schedule.


 


5.5           Nested Web Portals. Publisher shall have the right
to require the development of Web Portals that serve as the initial Web Page
for more than one Directory (the “Anchor Web Portal”) and secondary Web Portals
for each such Directory, which can be accessed through the Anchor Web Portal.
Additionally,


 

















 


Publisher may require that YPS configure Web Portals for various
Directories in other ways as Publisher reasonably deems necessary or desirable.


 


6.            Web
Hosting. YPS shall provide comprehensive web hosting and related services
in support of each Web Site throughout the publication cycle of each Directory
to which the Web Site relates upon the following terms:


 


6.1           YPS Internet Server. YPS shall store Publisher’s
Web Sites on YPS’s Internet servers or the Internet servers of YPS’s
subcontractors (collectively, “YPS’s Internet servers”). YPS’s Internet servers
shall meet and be maintained in accordance with the Internet Server and
Connectivity Standards set forth in the Web Hosting Specifications attached as
Exhibit C to this Agreement.


 


6.2           Connectivity. YPS will maintain, and cause its
subcontractors and affiliates to maintain, a dedicated, redundant connection to
the Internet, which will be capable of not less than a T1 transmission rate.


 


6.3           Availability. YPS shall maintain the Directory
Infrastructure Systems and, except for regularly scheduled maintenance, shall
keep them in continuous operation. If the Directory Infrastructure Systems
experience Downtime (as defined in the Web Hosting Specifications) that has a
continuous duration of more than one (1) hour (each such occurrence of Downtime
is referred to as a “Significant Downtime Event”) or for more than a cumulative
period of one hour during any given calendar month and the Downtime is the
result of a Directory Infrastructure Systems failure, then YPS shall credit to
Publisher [***] of the Monthly Maintenance Fee for each Significant Downtime
Event and for each hour of cumulative Downtime. Any such credit shall be
applied during the next month’s billing cycle and shall not exceed the total
amount of the Monthly Maintenance Fee applicable to that billing cycle. This
credit shall be in addition to any remedies available to Publisher for a
material breach of this Agreement. YPS immediately shall report to Publisher
any occurrence of Downtime of which YPS becomes aware. Such reports shall be
made by email and/or telephone calls, as directed by Publisher.


 


6.4           Security. YPS shall take commercially reasonable
steps to prevent security breaches in YPS’s Internet servers’ interaction with
Publisher and in YPS’s Internet servers’ interaction with resources or users
outside of any firewall that is implemented on YPS’s Internet servers. Such
steps at a minimum will include the security measures and systems specified in
the Web Hosting Specifications. YPS shall immediately notify Publisher of any
Significant Security Breach (as defined in the Web Hosting Specifications) and
shall implement remedial measures to alleviate Significant Security Breaches
within the time frames and in accordance with the requirements set forth in the
Web Hosting Specifications.


 

















 


6.5           Backup. All data files associated with the core YPS
product suite, including ListBoss, PageBoss, and CityBoss products, shall be
archived by YPS every seven (7) days in their entirety. This does not include
real-time data provided by third-party vendors, including but not limited to
weather, horoscopes, stock quotes, etc. Incremental archives of Web Site data
files shall be completed every twenty-four (24) hours. YPS will use
commercially reasonable efforts to restore Web Site data files within six (6)
hours from the time YPS becomes aware or is notified of any Web Site data file
corruption. Each Party shall notify the other Party immediately upon becoming
aware of a Web Site data file corruption. In the event any Web Site experiences
a Downtime Event (as defined in the Web Hosting Specifications) caused by a Web
Site data file corruption, Publisher shall receive credit or credits against
the Monthly Maintenance Fee as specified in Section 6.3 of this Agreement.


 


6.6           Disaster Recovery. YPS shall maintain a disaster
recovery program for the Directory Infrastructure Systems that is consistent
with YPS’s current Information Systems Contingency Plan attached to the Web
Hosting Specifications. Additionally, YPS shall maintain, or cause its
subcontractors to maintain, redundant Internet server sites as part of its
disaster recovery program.


 


6.7           Data Archival. At Publisher’s option, YPS will work
with Publisher to develop a methodology for archiving the Web Sites or any
portions thereof designated by Publisher, and YPS will provide services in
support of any such archival. The Parties shall develop the methodology and
standards for any such archival consistent with commercially reasonable
standards. YPS shall be entitled to reimbursement for the reasonable costs
associated with the provision of services in support of the archival, as
provided in the Project Compensation Schedule. The archival methods, standards,
and compensation shall be documented in writing and signed by both Parties.


 


6.8           Maintenance. YPS shall provide comprehensive,
ongoing maintenance of each Web Site throughout the publication cycle of the
Directory to which the Web Site relates, which shall include the maintenance
services specified in the Regular Maintenance/System Availability Requirements
identified in the Web Hosting Specifications. As part of ongoing maintenance,
YPS shall correct, or cause to be corrected, any defects in the Directory
Infrastructure Systems that negatively impact system availability or usability,
including defects in the Rendering Programs (as defined herein) and corruption
of any data files related to the Web Sites, in accordance with the Regular
Maintenance/System Availability Requirements. Additionally, YPS will provide
technical support and sales customer service support in accordance with the
Regular Maintenance/System Availability Requirements. Unless otherwise provided
in the Project Compensation Schedule, these maintenance services will be
provided at no additional charge to Publisher.


 

















 


6.9           Enhancements and Upgrades. Throughout the term of
this Agreement, YPS will make available and provide any enhancements and
upgrades to the products and services provided by YPS pursuant to this
Agreement that are (i) required by the Enhancement and Upgrade Specifications
attached to this Agreement as Exhibit D, or (ii) are made generally available
to YPS’s customers. Upon thirty (30) days notice from YPS, Publisher will be
responsible for any necessary acceptance testing of upgrades and enhancements
prior to implementation by YPS. The products and services for which such
enhancements and upgrades will be provided shall include, without limitation,
the ListBoss Product, the PageBoss Product and the CityBoss Product, as well as
the Rendering Programs. The Parties acknowledge that YPS’s listings manager
software, which supports the ListBoss Product, has not been fully developed for
use with the PageBoss Product and will not be offered to YPS’s customers until
the summer of 2003. Until such development is completed, YPS will promptly
perform any list management changes Publisher desires to make in the PageBoss
Product at no additional charge to Publisher. YPS shall provide this PageBoss
Product functionality enhancement to Publisher at the same time it is made
available to YPS’s other customers, but in no event later than October 1, 2003.
Publisher acknowledges that enhancements may not be made “retroactively” to
existing online publications but would be implemented during the next issue
activation online.


 


6.10        Periodic Reports and Reviews. YPS shall provide
Publisher with periodic reports relating to each Web Site, including the
following:


 


6.10.1      Monthly Systems Availability Report. YPS shall provide a
Monthly Systems Availability Report to Publisher on the first Tuesday of each
calendar month, which shall include the following information and data:


 


Daily System Utilization (CPU,
memory) and Availability (%)


Daily Network (LAN/WAN)
Utilization and Availability (%)


Identify hardware and software
upgrades


Identify defects to software


Identify and explain any system
downtime


System Intrusion Statistics


 


6.10.2      Usage and Tracking Reports. The Directory Infrastructure
Systems will provide real-time, interactive Publisher access to tracking
reports for Web Site activity. The statistical package provided by YPS through
this interactive access will include the Web Site usage measures specified in
the Web Hosting Specifications. The Web Site usage measures will be provided in
the format or formats required by the Web Hosting Specifications and shall be
accessible to Publisher at all times during which the Directory Infrastructure
Systems are available for Internet access.


 

















 


6.11        Other Web Hosting Services. YPS shall provide and/or
make available to Publisher the following, additional web hosting services. To
the extent such services are provided at an additional charge, as specified in
the Project Compensation Schedule, Publisher will not be obligated to purchase
these additional web hosting services.


 


6.11.1      Web Site Traffic Optimization. YPS will develop
Publisher’s Web Sites based on the most important HTML elements for basic web
traffic optimization. These include but are not limited to the “web page
title”, “keyword meta-tag”, and “description meta-tag” page elements. YPS will
include the appropriate page elements for each web page as mutually agreed upon
by YPS and Publisher. YPS will submit each of the Web Portals to leading
Internet search engines, including without limitation those Internet search
engines identified in the Web Hosting Specifications. YPS from time to time
will make “pay for placement” and other promotional programs available to
Publisher for an additional charge. These programs will be designed to maximize
the number of users accessing the Web Sites and are generally described in the
Web Hosting Specifications.


 


6.11.2      Mapping. For each Web Site, YPS will offer Publisher the
option to geo-code substantially all of the addresses in the white and yellow
pages listings in the Directory to which the Web Site relates. Upon completion
of the geo-coding, YPS’s software will allow users accessing the Web Site to
“click on” a specific address to activate a pop-up window which displays a map
showing the exact location of that listing within the Directory’s geographic
coverage area. This service will be provided in accordance with the Mapping
Specifications set forth in the Web Hosting Specifications and for the fees
specified in the Project Compensation Schedule. Publisher acknowledges that geo-coding
does not ensure that 100% of all addresses will be linked to a map. For
example, P.O. Boxes cannot be geo-coded.


 


6.11.3      Directory Tabs. At Publisher’s option, each Directory
will be presented on the Web Site to which it relates with Web Pages that
include (i) three large tabs for white pages, yellow pages and an index, and
(ii) an “A to Z” alpha tab bar. These Web Page features will be made available
to Publisher at no additional charge in accordance with the Web Site
Specifications. YPS shall make available to Publisher additional tab designs
and other, related design features for an additional fee, as specified in the
Project Compensation Schedule.


 


6.11.4      Hyper-Links and Iconic Buttons. At Publisher’s option,
web site and email links that appear in Directory Content will be made “live”
permitting users to click on such links to visit other web sites on the World
Wide Web or send email over the Internet. Additionally, cross


 

















 


references and anchor listings will be “hyper-linked” so that users can
jump to other related classifications and/or view display advertisements in a
Publisher-branded pop-up window in the PageBoss version. These options will be
provided by YPS for the fee specified in the Project Compensation Schedule and
automatically applied to the Directory Content. At Publisher’s direction, YPS
will manually enable or disable web and email links appearing in display or
in-column advertisements for an additional fee, which is specified in the
Project Compensation Schedule. Publisher shall have the right to exclude
certain types of advertising or certain headings from eligibility for live
links or web buttons. Publisher will provide excluded advertising category
lists and guidelines to YPS, which YPS will implement immediately. These lists
and guidelines may be modified by Publisher at any time during the term of this
Agreement.


 


6.11.5      Coupons and Banner Ads. At Publisher’s option, YPS shall
provide Publisher with Internet access to YPS’s online coupon and banner
advertising management products for Publisher’s use in connection with the
creation or modification of any of the Web Sites. The software utilized to provide
these products shall be deemed a part of the software package provided by YPS.
The fees, if any, applicable to Publisher’s use of these products are specified
in the Project Compensation Schedule.


 


7.             Training. At
Publisher’s option, YPS shall provide on-site training services to Publisher at
a location designated by Publisher. YPS will provide two days of on-site
initial training per sales office for Publisher’s senior managers, trainers,
sales representatives, sales managers and marketing team at no charge, other
than direct expenses reasonably incurred by YPS in connection with providing
the training services (e.g., lowest cost airfare and reasonably incurred hotel
and meal expenses). The training services provided by YPS shall include
instruction and training materials for the following products and services: the
ListBoss Product, PageBoss Product, CityBoss Product; Internet Yellow Pages
infrastructure, functionality and available third-party products; and
preparation and presentation skills for Internet Yellow Pages products,
including role play and objection response. At Publisher’s option, YPS will
provide (i) additional training (both in-field and classroom training) for
Publisher’s personnel, including without limitation Publisher’s sales representatives,
and (ii) post training consulting services. These additional services will be
provided for the fees and charges listed in the Project Compensation Schedule.
To the extent YPS provides Publisher with any training materials, such as
training manuals, as part of the training services provided by YPS, YPS hereby
grants Publisher a non-exclusive, royalty-free license to use those materials
during the term of this Agreement. Publisher shall be limited to incorporating
the YPS-provided training materials into Publisher’s internal training programs
and materials relating to the products or services provided under this
Agreement. Publisher shall not distribute or make such materials available to
any person or entity other than the employees and authorized contractors of
Publisher or its affiliates, and Publisher will take reasonable steps to
protect those materials as the intellectual property of YPS. YPS


 

















 


represents and
warrants that those materials, and the use of them as contemplated by this
Agreement, will not infringe upon the rights of others, including without
limitation others’ Intellectual Property Rights.


 


8.             Permitted Use of Software
Programs and Utilities To Render Websites.


 


8.1           License for Permitted Use. YPS hereby grants to
Publisher a non-exclusive, worldwide, royalty-free license to use YPS’s
proprietary software programs utilized to render the ListBoss Product, the
PageBoss Product, and the CityBoss Product, and all other software programs and
utilities used or necessary to render the Web Sites for the purpose of
accessing, rendering, testing, and modifying the Web Pages, Web Portals and the
Directory Content; provided, however, that Publisher’s exercise of this license
shall commence only upon the occurrence of one or more of the Triggering Events,
as defined below (the “Permitted Use”). These software programs and utilities
collectively are referred to in this Agreement as the “Rendering Programs.” The
license granted hereby shall end upon the expiration of the last publishing
cycle of the Directories that are published during the term of this Agreement and may not be assigned
or otherwise transferred to any party other than the successors or assigns of
Publisher under this Agreement that are permitted hereby.


 


8.2           Warranties. YPS represents and warrants that, upon
delivery of the Rendering Programs to Publisher, (i) the Rendering Programs
will fully support the then-existing and active Web Sites and the provision of
the web hosting services required by this Agreement to support those Web Sites,
(ii) the Rendering Programs and the Permitted Use of the Rendering Programs
will not infringe upon the rights of others, including without limitation their
Intellectual Property Rights, (iii) the Rendering Programs will be free from
programming errors and material defects in operational performance, and (iv)
the Rendering Programs will be free from authorization codes, viruses,
disabling programming codes, instructions, or other contaminants, including any
codes or instructions that can access, modify, damage or disable the computer
systems or data of Publisher or other parties that access the Web Sites for
their intended use.


 


8.3           Third Party Software. If any part of the Rendering
Programs (or any updates, upgrades or revisions thereto) to be delivered or
otherwise made available to Publisher under this Agreement is licensed to YPS
by a third party software supplier, then, to the extent permitted by YPS’s
third-party license, Publisher hereby is granted a sublicense to the third
party software for the Permitted Use, subject to terms and restrictions
consistent with those contained in this Agreement that apply to the Rendering
Programs. The license granted hereby to Publisher shall end upon the expiration
of the last publishing cycle of the Directories that are published during the
term of this Agreement and may not be assigned or otherwise transferred to any
party other than the successors or assigns of Publisher under this Agreement
that are permitted hereby. To the extent YPS is not permitted to sublicense any
such software to Publisher, YPS and Publisher


 

















 


will use commercially reasonable efforts to
secure a license for the Publisher’s use of that software for the Permitted Use.
All third party software and/or software licenses necessary for the operation
and use of the Web Sites and the products and services provided by YPS pursuant
to this Agreement are identified in the Third Party Software List attached to
this Agreement as Exhibit E.


 


8.4           Software Escrow.


 


8.4.1        Deposit of YPS Software Programs. Within ninety (90)
days of the Effective Date (or within thirty (30) days after completion of
development of the Rendering Programs that will not be developed or completed
until a later time) YPS will deposit the Rendering Programs with the
independent escrow agent Data Securities International, Inc. (“DSI”) pursuant
to a written escrow agreement signed by Publisher and YPS. The escrow agreement
shall be negotiated by the Parties in good faith, consistent with the terms of
this Agreement and the form of Preferred Escrow Agreement attached hereto as
Exhibit H, and signed and
implemented no later than sixty (60) days from the Effective Date. The cost of
establishing and implementing the escrow shall be borne equally by Publisher
and YPS, provided however that Publisher shall bear the cost of any optional,
technical verification testing of the Deposit Materials (as defined in the form
of Preferred Escrow Agreement) conducted by DSI. Additionally, YPS will
automatically deposit any updates, upgrades, or other revisions of the
Rendering Programs with such escrow agent pursuant to the escrow agreement
between the parties. The escrow agent will give Publisher written notice of any
deposit by YPS. At Publisher’s request and expense, the escrow agent will also
certify that the deposit meets the technical requirements set forth in the
escrow agreement, including tests of the deposited Rendering Programs. The
Rendering Programs and any updates, upgrades or revisions thereof delivered to
the escrow agent will be in a form suitable for reproduction by Publisher. Each
deposit will comprise: (i) the full source code and compiled version of the
Rendering Programs, (ii) the complete Rendering Programs’ Maintenance and
Support Documentation, (iii) all third-party software used in support and
maintenance or enhancement of the deposited Rendering Programs; and (iv) all
other data and materials necessary to allow a reasonably skilled third-party
programmer to maintain, modify, or enhance the deposited Rendering Programs
without the assistance of any other person or reference to any other material.


 


8.4.2        Release of Deposit. The escrow agreement described in
this Section will provide that, upon the happening of any of the following
events (the “Triggering Events”), Publisher will give written notice to YPS and
the escrow agent, specifying the event, and YPS or the escrow agent will
thereupon promptly deliver to Publisher all deposited Rendering


 

















 


Programs and related escrowed materials: (a) YPS is unable or unwilling
to correct, within thirty (30) days of YPS’s receipt of notice thereof, any
material breach of this Agreement; (b) YPS is unable or unwilling to provide
the updates, upgrades, modifications, or revisions to the Rendering Programs or
the other support services required under this Agreement; (c) any sale,
assignment, or other transfer of YPS’s rights to the Rendering Programs without
the prior written consent of Publisher, if such transfer would prevent YPS from
discharging its obligations under this Agreement; or (d) YPS becomes insolvent,
makes a general assignment for the benefit of creditors, or becomes the subject
of a voluntary or involuntary petition in bankruptcy, or if a receiver,
trustee, or custodian is appointed for YPS’s business, or if YPS’s assets
become subject to any proceedings under any bankruptcy or insolvency law, or if
YPS has wound up or liquidated its business.


 


9.             Payment
Obligation and Price Increases.


 


9.1           Payments. Publisher shall pay YPS for the products
and services it provides pursuant to this Agreement at the rates and at the
times set forth in this Agreement or the Project Compensation Schedule. Any
payments for amounts that are not disputed in good faith by Publisher and that
are not made within forty five (45) days of the date the invoice is received by
Publisher will incur a late charge of one percent (1%) per month, or the
highest rate allowed by applicable law, whichever is lower, from the due date
until the amount is paid. Publisher is responsible for any sales or use taxes
upon the compensation paid by Publisher for services. YPS will itemize any
applicable sales or use taxes separately on Publisher’s invoices. YPS is
responsible for the payment of all other taxes, duties and fees. Publisher is
not obligated to make any payment under this Agreement if YPS materially
breaches this Agreement until and unless YPS has cured the material breach in
accordance with this Agreement or Publisher has waived the breach.


 


9.2           Price Increases. The Parties agree that all pricing
and fees set forth in this Agreement [***]. Thereafter, for each successive
year of this Agreement and with respect to each of the Directories published
during that year, the pricing and fees for the products and services provided
hereunder shall be adjusted to reflect any annual increase or decrease in the
consumer price index for the New Orleans, Louisiana greater metropolitan area
for the last, available reporting year, which increase or decrease shall not
exceed [***].


 


9.3           Effect of Late Performance, Etc. In the event YPS
fails (through no fault of Publisher) to host the Beta Version or deliver the
Final Version of any Web Site in a timely manner, which results in a delay in
the implementation of the Web Site, YPS shall not be entitled to the Monthly
Maintenance Fee or any other monthly fee relating to YPS’s support of the Web
Site unless and until the Web


 

















 


Site is implemented and becomes fully operational and available for
access on the World Wide Web. If any Web Site is implemented mid-month, the
Monthly Web Hosting Fee and other applicable monthly fees will be prorated to
reflect only that portion of the month during which the Web Site is available
for access on the World Wide Web.


 


10.           Copyright and
Intellectual Property Ownership.


 


10.1         Ownership of Web Sites. The Parties acknowledge and
agree that YPS’s work on the Web Sites, except for YPS’s Web Hosting Technology
(as defined hereinbelow), has been specially ordered and commissioned by
Publisher as a contribution to a collective work, supplemental work or such
other category of work as may be eligible, to the greatest extent available
under the law, for treatment as a “work made for hire.” Publisher shall be
deemed the sole author of the Web Sites, their content (including all Web Page
data files), any work embodying or derived from any portion of the Web Sites,
and their attendant Intellectual Property Rights. To the extent that the Web
Sites are not properly characterized as a “work made for hire,” then YPS hereby
irrevocably grants, assigns and otherwise transfers exclusively and in
perpetuity to Publisher, its successors and its assigns, all rights of YPS in
the Web Sites whatsoever (except for YPS’s Web Hosting Technology) now existing
or hereafter discovered, in all media and forms of expression. YPS will provide
reasonable assistance to Publisher to secure intellectual property protection,
including without limitation assistance in the preparation and filing of any
copyright registrations and the execution of all applications, assignments or
other instruments for perfection or protection of title. YPS will pay its
employees any compensation due in connection with the assignment to Publisher
of any intellectual property pursuant to this Agreement. YPS warrants to
Publisher that YPS’s employees are subject to agreements which will secure
Publisher’s rights under this section.


 


10.2         Web Site Escrow. Within thirty (30) days after
Publisher’s acceptance of each Web Site, YPS shall deposit all data and
software programs not already deposited in escrow pursuant to the software escrow
required hereby for the Rendering Programs with the independent escrow agent
Data Securities International, Inc. (“DSI”) pursuant to a written escrow
agreement signed by the Parties and consistent with the terms of this
Agreement. The Web Site components that must be deposited in escrow are
identified and described in the Web Site Specifications, and will include all
source materials, data, and programs necessary to develop, access, render and
modify each Web Site. The terms of this escrow, including the release of the
escrowed materials, data and programs upon the occurrence of one or more
Triggering Events and each Party’s responsibility for the costs of the escrow,
shall be consistent with the terms of the software escrow for the Rendering
Programs required by this Agreement. Upon the release of the escrowed
materials, data and programs to Publisher pursuant to the terms of this
Agreement and the escrow agreement, Publisher shall have the right to use these
materials, data and programs for the Permitted Use through the expiration of


 

















 


the last publishing cycle of the Directories that are published during
the term of this Agreement. Without limiting the generality of the foregoing,
Publisher shall have the right to place the escrowed materials, data and
programs on the Internet servers of a third-party Web Host and to have the
materials, data and programs serviced and maintained by the Web Host in order
to ensure continuing Internet access to each Web Site on the World Wide Web.


 


10.3         Publicity and Demonstration Rights of Publisher’s Works.
Publisher hereby grants to YPS, for the term of this Agreement, a non-exclusive
right to publicly display the Web Sites only for the purpose of YPS’s marketing
and advertising of its products and services. YPS shall not (i) represent to
any other party that Publisher endorses YPS or its products or services, or the
YPS is in any way affiliated with Publisher, or (ii) reproduce or publish
Publisher’s Domain Names, trademarks, service marks, trade names or the trade
dress of any of Publisher’s products, including without limitation the
Directories, apart from the Web Sites. YPS acknowledges that, apart from the
development and hosting of the Web Sites, no rights to the use of Publisher’s
marks, names, or the trade dress of any of Publisher’s products are being
granted to YPS pursuant to this Agreement. YPS shall not disclose to any other
party any usage or other, similar data related to the Web Sites that are
identifiable to Publisher, Publisher’s customers or any user of the Web Sites.
Any such information shall be considered Publisher’s Confidential Information.
YPS may aggregate user data from the Web Sites together with user data from
other web sites serviced by YPS for marketing and promotional purposes,
provided such aggregated data is not in any way identified or identifiable with
Publisher, Publisher’s customers or the users of the Web Sites and provided
further that any such use complies with Publisher’s privacy policies and with
law.


 


10.4         Works Created by Publisher. Publisher shall be deemed
the author and owner of Publisher’s Domain Names, uniform resource locators, if
any, Publisher’s marks and trade names, all graphics or data provided by
Publisher that are incorporated into the Web Sites (including without limitation
the Directory Content), and any other materials contributed by Publisher for
inclusion in the Web Sites.


 


10.5         Ownership of Web Hosting Software and Technology. The
term “Web Hosting Technology,” as used in this Agreement, means any and all
present or future Software used to develop, render, maintain, enhance and
update the Web Sites and technology directly or indirectly connected or
associated therewith, developed by or for YPS, including without limitation
technical expertise in the development and design of web sites, software and
technical processes and formulas developed by YPS (including the Rendering
Programs), and YPS’s industry and market knowledge. All Web Hosting Technology
developed or provided by YPS under this Agreement, and any know-how,
methodologies, equipment, or processes used by YPS to provide products or
services pursuant to this Agreement, will remain the sole and exclusive
property of YPS.


 

















 


10.6         Unique Technology Enhancements. Notwithstanding the
foregoing provisions  relating to YPS’s
Web Hosting Technology, any software programs or enhancements conceived by
Publisher and developed by YPS at Publisher’s expense that provide a unique
end-user or advertiser functionality, shall not be offered by YPS to other
parties, or incorporated into or used by YPS to support any electronic
telephone directory product or service for other parties, for a period of one
(1) year after such programs or enhancements, or the unique functionality
provided by those programs or enhancements, is introduced in support of the Directories subject to this Agreement.
Unless otherwise agreed by the Parties, any such program or enhancement shall
be deemed introduced in support of the Directories only after it, or the unique functionality
it supports, is implemented in support of all of the Directories then subject
to this Agreement. Prior to the development and implementation of any such
program or enhancement, Publisher and YPS shall enter into a written addendum
to this Agreement that fully documents the development requirements and
specifications applicable thereto, as well as the pricing for each such program
or enhancement.


 


10.7         Exclusivity. Publisher acknowledges and agrees that
YPS is in the business of designing and hosting web sites and that YPS will have
the right to provide to third parties products and services that are the same
or similar to the products and services provided pursuant to this
Agreement.  Notwithstanding the
foregoing, YPS will not be permitted to provide, during the term of this Agreement,
the same or similar products or services in support of any classified directory
(other than the Directories) distributed within the geographic distribution
area of the Directories.   In addition,
during the first year of this Agreement, YPS shall not provide the same or
similar products or services for, or in support of, any classified directory
(other than the Directories) distributed within the geographic distribution
areas (the “Exclusive Area”) of the classified directories of Publisher that are
identified as the Exclusive Area Directories in the Directories List attached
to this Agreement as Exhibit F, except as otherwise provided in the Directories
List.  A classified directory shall be
deemed to be distributed within the geographic distribution area of the
Directories if (i) more than ten percent (10%) of the classified directory’s
total, primary distribution is made within the Directories’ primary
distribution areas, or (ii) the classified directory’s primary distribution
area covers more than ten percent (10%) of the primary distribution area of any
Directory.


 


10.8         First Option. In the event YPS, at any time during
the term of this Agreement, receives one or more bona fide offers from another
party to have YPS provide, or support the provision of, a product or service
offering similar to the products or services provided by YPS hereunder within
any portion of the [***], YPS immediately thereafter shall notify Publisher of
the offer(s). The notification from YPS shall identify the portion of the [***]
to which the offer(s)


 

















 


relates, contain a description of the product
and/or service to be provided, and (to the extent not proscribed by any
confidentiality agreement by which YPS is bound) disclose the general terms and
conditions upon which the product or service is proposed to be provided.
Publisher will have the right (Publisher’s “First Option Right”) to expand the
products and services provided under this Agreement to include any of
Publisher’s classified directories that are published and distributed primarily
within that portion of the [***] identified in YPS’s notice, provided Publisher
gives YPS notice of Publisher’s election to expand the coverage of this
Agreement and the products and services provided hereunder to one or more of
those directories within ten (10) business days of Publisher’s receipt of YPS’s
notice. If Publisher so notifies YPS, YPS will be obligated to provide the
products and services contemplated in this Agreement for the directories
identified by Publisher and those directories thereafter shall be considered a
part of, and included in, the Directories subject to this Agreement. Those
products and services will be provided by YPS in accordance with the terms and
conditions of this Agreement, including the price for such services as
specified in this Agreement. The terms contained in the third party offer(s)
will not apply to YPS’s provision of such products or services. To the extent
Publisher does not so elect to expand the scope of this Agreement, YPS shall be
permitted to accept the third party offer(s) identified in its notice to
Publisher.


 


11.           Representations and Warranties.


 


11.1         Mutual Representations and Warranties. Each Party
represents and warrants to the other Party that (i) it has taken all necessary
action, corporate or otherwise, to authorize the execution, delivery and
performance of this Agreement and the transactions contemplated hereby, (ii)
this Agreement is the valid and binding obligation of such party, enforceable
in accordance with its terms, subject to laws of general application relating
to creditor’s rights, bankruptcy, insolvency and the relief of debtors, and
(iii) neither the execution and delivery of this Agreement nor compliance with
its respective terms and provisions will violate, be prohibited by, conflict
with, result in a breach or termination of, or a default under any of the
terms, conditions or provisions of its corporate organizational documents; any statute, regulation, judgment,
order, decree, injunction, stay, restraining order or ruling to which it is a
party or subject; or any material agreement to which it is a party.


 


11.2         YPS Representations and Warranties. In addition to the other representations
and warranties made by YPS in this Agreement, YPS represents and warrants to Publisher
as follows:


 


11.2.1  Functionality of Web Sites. The Web Sites, including without limitation
the Web Pages and Web Portals, will function in accordance with the
functionality requirements set forth in this Agreement, including without
limitation the Web Site Specifications. YPS will repair any deliverable that
does not meet this warranty within a


 

















 


24-hour time period, if the defect affects the usability of any Web
Site, and otherwise will repair the defect within a 48-hour time period. Any
such repairs will be made without charge to Publisher. This representation and
warranty shall not apply to any loss of functionality caused by web links that
change over time, Web Pages that become obsolete over time, web content that
becomes outdated over time, or other changes that do not result from any error
or performance failure on the part of YPS.


 


11.2.2  Web
Hosting Services. The web hosting services provided by YPS, including
services such as interactive tracking reports, insertion of live links to other
web sites and web site maintenance services, will be provided in compliance
with, and where applicable will meet the functionality specifications set forth
in, this Agreement, including without limitation the Web Hosting
Specifications.


 


11.2.3  Workmanship.
All work done on, or work product prepared for, the Web Sites, including all
services provided in support of hosting the Web Sites, will be performed and
provided in a workmanlike manner and with professional diligence and skill,
will function under standard HTML conventions, and will conform to the
specifications and requirements set forth in this Agreement.


 


11.2.4  Non-infringement. To the
best of YPS’s knowledge, the Web Sites, including all components thereof
provided or contributed by YPS in connection with its performance of this
Agreement, and the use of the Web Sites by Publisher or other users on the
World Wide Web will not infringe upon the rights of others including without
limitation their Intellectual Property Rights. To the best of YPS’s knowledge,
its execution, delivery and performance of this Agreement does not require any
license to use the intellectual property of a third party, other than any
licenses currently held by YPS with the good faith belief that such licenses
will endure or are renewable and will be renewed by YPS for the full term of
this Agreement. Notwithstanding the foregoing, this representation and warranty
of non-infringement does not apply to the Directory Content or other materials
or data furnished by Publisher for inclusion in the Web Sites pursuant to this
Agreement.


 


11.2.5  Compliance with Laws. YPS’s
performance of its obligations contained in this Agreement will be done in
compliance with all applicable laws.


 


11.2.6  Existing Agreements with Others.
YPS is not a party to any agreement with other parties, or bound by any
commitment to such other parties, that impairs YPS’s ability to provide the
products and services contemplated in this Agreement to Publisher in support of
Publisher’s Directories, as identified in Exhibit F to this Agreement.


 

















 


Notwithstanding the foregoing, the Parties acknowledge that YPS
provides products and services similar to those contemplated herein to other
telephone directory publishers in the geographic distribution areas of Publisher’s
SE Kansas REG and Laughlin, Nevada directories. So long as YPS continues to
provide such products and services to those other publishers on an
uninterrupted basis, YPS shall not be obligated to provide the products and
services contemplated herein to Publisher on an exclusive basis pursuant to
Section 10.7 hereof. In the event YPS ceases to provide those products and
services to such other publishers and Publisher adds such directories to the
Directories subject to this Agreement, YPS thereafter shall be obligated to
provide to Publisher the products and services contemplated herein in support
of such directories on an exclusive basis pursuant to Section 10.7.


 


11.3         Publisher Representations and Warranties. In addition
to the other representations and warranties made by Publisher in this
Agreement, Publisher represents and warrants to YPS as follows:


 


11.3.1  Non-infringement.
To the best of Publisher’s knowledge, the incorporation of the Directory
Content and other materials and data furnished by Publisher into the Web Sites,
and the use of those materials and data on the World Wide Web as contemplated
by this Agreement, will not infringe upon the rights of others, including
without limitation their Intellectual Property Rights. To the best of Publisher’s
knowledge, its execution, delivery and performance of this Agreement does not
require any license to use the intellectual property of a third party, other than
any licenses currently held by a Publisher with the good faith belief that such
licenses will endure or are renewable and will be renewed by Publisher for the
full term of this Agreement.


 


11.3.2  Compliance
with Laws. Publisher’s performance of its obligations contained in this
Agreement will be done in compliance with all applicable laws.


 


12.           Confidential
Information. Each Party agrees that all information and materials disclosed
to a Party by the other Party, including the terms and conditions of this
Agreement, shall be considered “Confidential Information” of the disclosing
Party. The Confidential Information of Publisher shall include without
limitation all reports provided or made available to Publisher pursuant to this
Agreement and all of Publisher’s training materials and sales collateral
related to the products or services provided under this Agreement. Each Party
agrees to hold the disclosing Party’s Confidential Information in confidence
and, except as otherwise provided for in this Agreement, not to disclose such
information to others (other than on a need to know basis to the receiving
Party’s employees, authorized agents and contractors) without the prior written
consent of the disclosing Party. Each Party shall take reasonable precautions
to prevent any unauthorized disclosure, publication, dissemination or use of
the disclosing Party’s


 

















 


Confidential
Information, including without limitation requiring agents and contractors to
execute a confidentiality agreement or covenant consistent with the receiving
Party’s obligations hereunder. The foregoing restrictions shall not apply to any
information that the receiving Party can demonstrate (a) is, as of the time of
its disclosure, or thereafter becomes part of the public domain through a
source other than the receiving Party, (b) was known to the receiving Party as
of the time of its disclosure, (c) is independently developed by the receiving
Party, or (d) is subsequently learned from a third party not under a
confidentiality obligation to the disclosing Party. The foregoing restrictions
on Confidential Information shall not apply to Confidential Information that is
required to be disclosed in connection with any lawsuit, action or other legal
or regulatory proceeding related to the Confidential Information or otherwise
required to be disclosed as a matter of law. The Parties consent to the
enjoining by any court of competent jurisdiction, without bond or other
security, any violation threatened or actual, of this covenant. This consent to
injunctive relief is in addition to any other legal or equitable remedies a
Party may have for breach of this covenant and is not a waiver of any such
remedies.


 


13.           Indemnification.


 


13.1         YPS-provided Indemnification. Except as expressly
provided in this Agreement, YPS will indemnify, defend and hold harmless
Publisher and its officers, employees, agents and affiliates against and from
all claims, losses, expenses, liabilities, damages and costs including, without
limitation, reasonable attorneys’ fees, that may at any time be incurred by any
of them in connection with: (i) the provision of the products or services
provided by YPS pursuant to this Agreement; (ii) any allegation, investigation,
claim, suit or other proceeding threatened, made or brought against any of them
related to any false representation or warranty that is made by YPS under this
Agreement; (iii) the material breach of any covenant of YPS contained in this
Agreement; (iv) any allegation, investigation, claim, suit or other proceeding
threatened, made or brought against Publisher based on or arising from a claim
that any Intellectual Property Rights of YPS that are used by Publisher or
incorporated into the Web Sites pursuant to this Agreement infringe in any
manner on any Intellectual Property Rights of any third party; (v) injury to
persons (including libel and slander) or loss or damage to tangible or
intangible property, in either case, to the extent resulting from any act or
omission of YPS or its personnel, which includes YPS’s employees, agents and
subcontractors; and (vi) any allegation, investigation, claim, suit or other
proceeding threatened, made or brought against any of them based on or arising
from a claim that YPS used any information or data related to third parties
that access or use the Web Sites in violation of the applicable Privacy Policy
established by Publisher for such Web Sites.


 


13.2         Publisher-provided Indemnification. Except as
expressly provided in this Agreement, Publisher will indemnify, defend and hold
harmless YPS and its officers, employees, agents and affiliates against and
from all claims, losses, expenses, liabilities, damages and costs including,
without limitation, reasonable attorneys’ fees, that may at any time be
incurred by any of them in connection


 

















 


with: (i) the provision or contribution of
the Directory Content or other information or data to YPS pursuant to this
Agreement; (ii) any allegation, investigation, claim, suit or other proceeding
threatened, made or brought against any of them related to any false
representation or warranty that is made by Publisher under this Agreement;
(iii) the material breach of any covenant of Publisher contained in this
Agreement; (iv) any allegation, investigation, claim, suit or other proceeding
threatened, made or brought against YPS based on or arising from a claim that
any Intellectual Property Right of Publisher that is furnished to YPS for
incorporation into the Web Sites pursuant to this Agreement infringes in any
manner on any Intellectual Property Rights of any third party; (v) injury to
persons (including libel and slander) or loss or damage to tangible or
intangible property, in either case, to the extent resulting from any act or
omission of Publisher or its personnel, which includes Publisher’s employees,
agents and subcontractors; and (vi) any allegation, investigation, claim, suit
or other proceeding threatened, made or brought against any of them based on or
arising from a claim that Publisher used any information or data related to
third parties that access or use the Web Sites in violation of the applicable
Privacy Policy established by Publisher for such Web Sites.


 


13.3         Infringement Claims. If the operation of all or any
material component of the Web Sites is enjoined in whole or in part because of
an actual or alleged infringement of the Intellectual Property Rights of others
(a) by YPS, (b) attributable to the technology, data or work provided by YPS
pursuant to this Agreement, YPS shall, at Publisher’s option and YPS’s expense,
and in addition to any other rights or remedies that Publisher may have: (i)
procure for Publisher the rights necessary to continue operating the Web Sites;
(ii) replace the infringing components of the Web Sites with non-infringing
components; (iii) modify, at Publisher’s option, the Web Sites so they become
non-infringing; or (iv) remove the infringing components and refund the price
paid by Publisher for, or otherwise attributable to, the components that are so
removed.


 


13.4         Extent of Indemnification. Each Party’s
indemnification obligations will not apply to the extent that the liability or
damages are caused by the actions of the indemnified Party.


 


13.5         Indemnification Procedure. Each Party will give
prompt written notice to the other Party of any claim for indemnification
hereunder, specifying, to the extent known, the amount and nature of the claim,
and any matter which in the opinion of such Party is likely to give rise to an
indemnification claim. The indemnifying Party will have the right to control
the defense through counsel of its choosing. The indemnified Party will have
the right to the extent of its interests to participate on its own behalf and
at its own expense in such matter or its settlement through counsel of its
choosing. Notwithstanding anything contained to the contrary herein, neither
Party will settle any claim that is subject to indemnification hereunder
without the other Party’s prior written consent, which consent will not be
unreasonably withheld.


 

















 


Publisher
designates its General Counsel and YPS designates Don Jones, its President, as
the specific contact person for purposes of this paragraph.


 


14.           Termination and Renewal.


 


14.1         Term.
This Agreement will become effective on Effective Date and, except as otherwise
provided herein, will continue in effect through the expiration of the
publication cycles of the Directories that are subject to this Agreement.


 


14.2         Early
Termination Rights.


 


14.2.1      Sale
to Competitors. In the event YPS is sold to a Competitor (as hereinafter
defined) of Publisher, Publisher shall have the right to terminate this
Agreement without cause at any time after the sale is consummated. In the event
Publisher elects to exercise this early termination right, Publisher shall
provide a written notice of termination to YPS. YPS thereafter shall be
obligated to continue providing the products and services required by this
Agreement in support of any conversion of any Directory, the development of any
Web Site, and hosting and support of all active Web Sites that are in process
at the time of Publisher’s termination notice (the “work-in-process”). If
requested by Publisher, YPS shall provide those products and services until the
expiration of the publication cycle of the Directories to which the
work-in-process relates. The term “Competitor” means and includes any person or
entity engaged in publishing classified telephone directories in any format
within the United States. YPS shall be deemed sold to a Competitor if, as the
result of any transaction, YPS owns or controls, is owned or controlled by, or
under common ownership or control with, a Competitor. Ownership means the
ownership of more than five percent (5%) of YPS or the Competitor’s equity, and
control means the right to direct the management or business affairs of YPS or
the Competitor through any agreement or other arrangement.


 


14.2.2      Material Breaches. Either Party may terminate this Agreement before the normal
expiration hereof in the event of a material breach by the other Party. In
order to terminate for material breach, the non-breaching Party must give the
breaching Party written notice identifying the purported breach in reasonable
detail and requesting that the breach be cured (the “Cure Notice”). If the
breaching Party fails to cure the breach within thirty (30) days of receipt of
the Cure Notice, the other Party shall have the right to terminate this
Agreement, effective upon seven (7) days prior written notice to the breaching
Party (the “Terminating Notice”); provided, however that if such breach cannot
reasonably be cured within thirty (30) days of receipt of the Cure Notice, the
same shall not constitute a failure to cure hereunder if, prior to the


 














 


delivery of the Terminating Notice to the breaching
Party, the Parties mutually agree upon a written plan to cure the breach and
the breaching Party continues to perform in accordance with the written plan of
cure.


 


14.4    Survival. The provisions of this Agreement
that expressly or by implication are intended to survive the termination or
expiration of this Agreement will survive the termination or expiration of this
Agreement.


 


14.5    Operational Review. YPS and
Publisher, by mutual agreement, will periodically review and modify the
exhibits to this Agreement as necessary or appropriate to ensure that they are
complete and accurate.


 


15.           Notices.
Notices to either Party under or relating to this Agreement will be in writing
to the address indicated below, and will be deemed effective when received if
sent by facsimile (receipt confirmed), commercial courier, or personal
delivery, or on the first business day following the date after depositing the
notice with a reputable, overnight delivery service:


 


	
   

  	
  Notices to YPS:

  	
   

  	
  Don Jones

  
	
   

  	
   

  	
   

  	
  President

  
	
   

  	
   

  	
   

  	
  YPSolutions

  
	
   

  	
   

  	
   

  	
  3445 N. Causeway Blvd.

  
	
   

  	
   

  	
   

  	
  Suite 401

  
	
   

  	
   

  	
   

  	
  Metairie, LA 70002

  
	
   

  	
   

  
	
   

  	
   

  	
  With a copy to:

  	
   

  	
  Joseph W. Looney

  
	
   

  	
   

  	
   

  	
  Adams and Reese

  
	
   

  	
   

  	
   

  	
  4500 One Shell Square

  
	
   

  	
   

  	
   

  	
  New Orleans, LA 70139

  
	
   

  	
   

  
	
   

  	
  Notices to Publisher:

  	
   

  	
  George Bednarz

  
	
   

  	
   

  	
   

  	
  Vice President and General Manager – Publishing and

  
	
   

  	
   

  	
   

  	
  Information Services

  
	
   

  	
   

  	
   

  	
  R.H. Donnelley Inc.

  
	
   

  	
   

  	
   

  	
  6001 Hospitality Ct.

  
	
   

  	
   

  	
   

  	
  Morrisville, NC 27560

  
	
   

  	
   

  
	
   

  	
   

  	
  With a copy to:

  	
   

  	
  Terry Hurley

  
	
   

  	
   

  	
   

  	
  Assistant General Counsel

  
	
   

  	
   

  	
   

  	
  R.H. Donnelley Inc.

  
	
   

  	
   

  	
   

  	
  5454 West 110th Street

  
	
   

  	
   

  	
   

  	
  Overland Park, KS 66211

  
							



 

















 


or to such other
addresses as may be stated by one party to the other in a notice given in the
same manner herein provided.


 


16.           Dispute
Resolution.


 


16.1    Continuing Performance. Each Party
will continue its performance under this Agreement during the pendency of any
dispute, unless this Agreement is terminated in accordance with its terms.


 


16.2    Waiver of Jury Trial. EACH PARTY
WAIVES ITS RIGHT TO A JURY TRIAL IN ANY COURT ACTION ARISING AMONG THE PARTIES,
WHETHER UNDER THIS AGREEMENT OR OTHERWISE RELATED TO THIS AGREEMENT, AND
WHETHER MADE BY CLAIM, COUNTERCLAIM, THIRD PARTY CLAIM OR OTHERWISE. If for any
reason the jury waiver is held to be unenforceable, the Parties agree to
binding arbitration for any dispute arising out of this Agreement or any claim
arising under any federal, state or local statutes, laws or regulations, under
the applicable commercial rules of the American Arbitration Association and 9
U.S.C. § 1, et. seq. The agreement of each Party to waive its right to a
jury trial will be binding on its successors and assignees.


 


16.3    Attorney’s Fees. The prevailing Party
in any formal dispute will be entitled to reasonable attorney’s fees and costs,
including reasonable expert fees and costs.


 


17.           Liability
Limitation. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, EACH PARTY’S
LIABLITY HEREUNDER WILL BE LIMITED TO DIRECT DAMAGES, AND IN NO EVENT WILL
EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL,
SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES), SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE,
PROFITS OR BUSINESS. THE EXCLUSIONS AND LIMITATIONS OF THIS SECTION DO NOT
APPLY TO ANY CLAIMS FOR
WHICH A PARTY HAS AN OBLIGATION OF INDEMNITY UNDER THIS AGREEMENT; ANY GROSSLY
NEGLIGENT, WILLFUL OR FRAUDULENT ACT OR OMISSION; BREACH OF OBLIGATIONS
REGARDING CONFIDENTIALITY OR INTELLECTUAL PROPERTY; OR LIABILITY ARISING FOR
BODILY INJURY OF A PERSON, OR IN STATES THAT PROHIBIT THE EXCLUSION OR
LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LIMITATIONS OR THE
DURATION OF AN IMPLIED WARRANTY.


 


18.           Insurance.


 


18.1    Required Insurance Coverage. YPS will
obtain and keep in force during the term of this Agreement not less than the
following insurance:


 

















 


(i) commercial general liability insurance, including
bodily injury, property damage, personal and advertising injury liability, and
contractual liability covering operations, independent contractor and products/completed
operations hazards, with limits of not less than $1,000,000 combined single
limit per occurrence and $2,000,000 annual aggregate, naming Publisher as an
additional insured; (ii) workers’ compensation insurance as provided for in any
jurisdiction where work is performed by YPS personnel who are engaged in the
performance of services under this Agreement with an employer’s liability limit
of not less than $1,000,000 for bodily injury by accident or disease; (iii)
umbrella/excess liability insurance with limits of not less than $2,000,000
combined single limit in excess of the above-referenced commercial general
liability and workers’ compensation insurance.


 


18.2    Insurance Certificates. All required
insurance policies must be taken out with financially reputable insurers
reasonably acceptable to Publisher and licensed to do business in all
jurisdictions where Services are provided under this Agreement. YPS will
provide Publisher with a certificate of insurance, satisfactory in form and
content to Publisher, evidencing that all the required coverages are in force
and have been endorsed to provide that no policy will be canceled or materially
altered without first giving Publisher 30 days’ prior notice. Nothing contained
in this Section limits YPS’s liability to Publisher to the limits of insurance
certified or carried.


 


19.           No Solicitation.
Each Party agrees that it will not, until the expiration of one (1) year
following the termination of this Agreement, solicit, induce, or attempt to induce
any employee of the other Party to leave other Party’s employ or to hire any
such employee. Notwithstanding the foregoing, in the event the Rendering
Programs and components of the Web Sites are delivered out of escrow to
Publisher pursuant to the terms of the escrow arrangements established pursuant
to this Agreement, Publisher shall have the right to solicit for employment or
otherwise to retain the services of YPS’s employees as part of Publisher’s
efforts to sustain the operation of the Web Sites.


 


20.           Relationship of
Parties. The relationship between YPS and Publisher is that of two
independent contractors and not of partners, and no partnership law, concepts
or duties will apply to the relationship between YPS and Publisher.
Accordingly, the Parties will perform all of their duties under this Agreement
as independent contractors. Neither Party’s employees are deemed employees of
the other Party and will not be considered covered under any relevant federal
or state social security, unemployment, or similar compensation acts, with
respect to any payment made by Publisher to YPS under this Agreement or
otherwise. Nothing in this Agreement will be construed to give either Party the
power to direct or control the daily activities of the other Party or the other
Party’s employees, franchiser and franchisee, partners, joint venturers,
co-owners, or otherwise. Neither Party grants the other Party the power or
authority to make or give any agreement, statement, representation, warranty,
or other commitment on behalf of such Party, or to enter into any contract or
otherwise incur any liability or obligation, express


 

















 


or implied, on behalf of such Party, or to transfer, release, or waive
any right, title, or interest of such Party.


 


21.           Press Releases
and Public Announcements. Neither Party will issue any press release or
make any public announcement relating to the existence or subject matter of
this Agreement without the prior written approval of the other Party; provided,
however, that a Party may make any public disclosure it believes in good faith
is required by applicable law or listing requirements (in which case the
disclosing Party will use reasonable efforts to advise the other Party prior to
making the disclosure).


 


22.           Assignment.
Neither Party may assign this Agreement, in whole or part, without the prior
written consent of the other Party, which consent shall not be unreasonably
withheld. Notwithstanding the forgegoing, no consent shall be required for (i)
any assignment that occurs by operation of law as part of a corporate
reorganization, consolidation, merger, or sale of substantially all of its
assets, or (ii) an assignment by a Party to any of its affiliates. The Parties
acknowledge that affiliates of Publisher, including without limitation, its pre-press
publishing services function, may administer Publisher’s rights and obligations
under this Agreement, and that such administration shall not be deemed an
assignment of this Agreement. In addition, during the term hereof, any
affiliate of Publisher may secure the rights and benefits under this Agreement
by giving written notice to YPS and YPS and such affiliate shall thereafter
promptly negotiate in good faith to document their agreement under which YPS’s
products and services shall be provided to such affiliate; provided however,
that unless otherwise agreed by such affiliate, such agreement shall be
substantially identical in all material respects to this Agreement, including
the Project Compensation Schedule and other pricing provisions hereof.


 


23.           Successors and
Assigns. This Agreement will be binding upon and inure to the benefit of
the Parties hereto, their respective successors and permitted assigns. Nothing
in this Agreement, except as is specifically provided in this Agreement, is intended
to confer upon any person, other than the Parties hereto and their respective successors
and permitted assigns, any rights, remedies, obligations or liabilities under
or by reason of this Agreement.


 


24.           Entire Agreement;
Amendment. This Agreement, including all attached Exhibits, constitutes the
entire agreement between the Parties with respect to the subject matter hereof
and supersedes all prior letters of intent, arrangements, representations, warranties,
statements, promises, information and undertakings, whether oral or written, expressed
or implied, with respect to the subject matter of this Agreement. This Agreement
may only be modified, or any rights under it waived, by a written document executed
by both Parties.


 


25.           Legal
Construction and Severability. In the event that any provision of this
Agreement is found by a court, arbitrator or other tribunal to be illegal,
invalid or unenforceable, then such provision will not be voided, but will be
enforced to the maximum extent permissible under applicable law, and the
remainder of this Agreement


 

















 


will remain in full force and effect and will in no way be affected,
impaired or invalidated, unless to so continue the Agreement would unjustly
prejudice the Parties hereto. In the event a conflict exists between the terms
of this Agreement and the terms of any of the exhibits or schedules
incorporated herein, including without limitation the Form of Preferred Escrow
Agreement, the terms of this Agreement shall govern.


 


26.           Waiver. The
remedies herein reserved will be cumulative and additional to any other or
further remedies provided at law or equity. No failure to enforce or insist upon
strict compliance with any provision of this Agreement will be deemed to
constitute a waiver of rights to demand strict compliance with the terms
hereof. No waiver of any term or condition of this Agreement will be deemed or
construed to be a waiver of such term or condition in the future, or of any
subsequent breach of said term or any other terms of this Agreement.


 


27.           Force Majeure.
Neither Party shall be liable in damages or have the right to terminate this
Agreement for any delay or default in performing hereunder if such delay or
default is caused by some condition, failure, or occurrence reasonably beyond
its control including, but not limited to, Acts of God; Government restrictions
or regulations (including the denial or cancellation of any necessary license);
storm; flood; fire; war; terrorism; civil disorder; insurrection; strike;
curtailment of transportation or communications facilities; power failure or
surge; damage to, destruction of, or failure to perform by the supplier of, a
network facility (including telephone service, the Internet, a wide area
network or an ISP network or server), and/or any other cause beyond the reasonable
control of the Party whose performance is affected. Notwithstanding the foregoing,
a Party will be excused from performance hereunder only if it is using commercially
reasonable efforts to work around the force majeure event. During the pendency
of any such event and while either Party’s performance obligations are consequently
excused, the other Party’s performance (including payment) obligations shall
also be excused.


 


28.           Section Headings.
The section headings contained in this Agreement are for convenience and for
reference purposes only, and will not be deemed to constitute a substantive
portion of this Agreement.


 


29.           Counterparts.
This Agreement may be executed in one or more counterparts, each of which, when
executed and delivered, will be an original, and such counterparts will
together constitute one and the same instrument.


 


30.           Subcontracts.
YPS may not subcontract any portion of the Services without Publisher’s prior
written approval, and will remain fully liable for the work performed and for
the acts and omissions of any approved subcontractor. YPS will require any
approved subcontractor to comply with the applicable terms of this Agreement.
Publisher will not be responsible for the performance of any YPS subcontractor
or for performing any of YPS’s obligations to any such subcontractor. Any references
in this Agreement to YPS’s products or services shall mean and include the products
and services provided on YPS’s behalf by YPS’s subcontractors. The Parties


 

















 


recognize that YPS currently uses a third party vendor, US West, for
web hosting services to be provided hereunder and Publisher hereby consents to
the use of this subcontractor.


 


31.           Time of the
Essence. Time is of the essence in the performance of each and every
obligation of the Parties established by this Agreement.


 


IN WITNESS WHEREOF, the Parties hereto have executed and delivered this
Agreement on the date first set forth above.


 


	
  YP WEB
  PARTNERS, L.L.C.

  	
  R.H.
  DONNELLEY

  
	
  d/b/a YPSolutions

  	
  PUBLISHING
  & ADVERTISING,

  
	
   

  	
  INC.

  
	
   

  	
   

  
	
  By:

  	
  /s/ Bill Hammack

  	
   

  	
  By:

  	
  /s/ Mike Boyce

  	
   

  
	
   

  	
   

  
	
  Print Name:

  	
  BILL HAMMACK

  	
   

  	
  Print Name:

  	
  Mike Boyce

  	
   

  
	
   

  	
   

  
	
  Title:

  	
  CEO

  	
   

  	
  Title:

  	
  VP MARKETING

  	
   

  
											



 










 


Exhibit A


 


Directory Conversion Specifications


 


Las Vegas IYP Rollout


 


	
  Directory

  (6-month

  cycle)

  	
   

  	
  Issue

  	
   

  	
  Sales

  Canvass

  Start

  	
   

  	
  Specialty

  Pages

  	
   

  	
  White

  Page

  Extract

  	
   

  	
  Yellow

  Page

  Extract

  	
   

  	
  Publisher Ship

  to Printer

  	
   

  	
  Ship from

  Printer

  	
   

  	
  IYP

  Prototype

  Sales

  Training

  	
   

  	
  Print

  Delivery

  Start

  
	
  Las Vegas —Free PROTOTYPE

  	
   

  	
  Jul-03

  	
   

  	
  n/a

  	
   

  	
  5/16/03

  	
   

  	
  4/16/03

  	
   

  	
  5/8/03

  	
   

  	
  5/22/03 - 6/9/03

  	
   

  	
  6/12/03

  	
   

  	
  6/16/03

  	
   

  	
  6/18/03

  
	
  Las Vegas —Sold

  	
   

  	
  Jan 04

  	
   

  	
  5/24/03

  	
   

  	
  11/18/03

  	
   

  	
  10/17/04

  	
   

  	
  11/10/03

  	
   

  	
  11/18/03 - 12/4/03

  	
   

  	
  12/13/03

  	
   

  	
  n/a

  	
   

  	
  12/19/03

  
	
  Las Vegas — Sold

  	
   

  	
  Jul-04

  	
   

  	
  12/9/03

  	
   

  	
  5/16/04

  	
   

  	
  4/16/04

  	
   

  	
  5/8/04

  	
   

  	
  5/15/04 - 6/2/04

  	
   

  	
  6/12/04

  	
   

  	
  n/a

  	
   

  	
  6/18/04

  



 


Note: Some of the
above dates have yet to be determined and have been estimated based on
historical dates.


 


Production
Timelines:


•                  Publisher
will deliver Specialty Pages/Gov’t Pages: Specialty Pages Date + 3 days


•                  Publisher
will deliver BFO File/WP listings: White Page Extract Date + 10 days


•                  Ad,
Galley, HIP files and Coupon Pages: Yellow Pages Date + 5 days


•                  On
the last day of Publisher Ship to Printer, Publisher will deliver:


1.               All ads that have
changed since the initial extract


2.               Revised Galley File


3.               Revised HIP File


4.               A file that
consists of the advertisers who purchased IYP1, IYP2 and have Opted Out.


Pages will be delivered via FTP to YPS
server unless the need exists for alternate delivery means.


 


1

















 


Exhibit B


 


General Web Site Specifications


 


A.                                    General
Specifications


 


The overall design, layout and
functionality of the Web Sites shall be consistent with the prototype Web Site
developed and provided by YPS to Publisher, portions of which is attached to
this Exhibit in PDF file format. The attached PDF file does not capture
all of the features and functionality inherent in the HTML file format version
of the prototype Web Site. The design, layout and functionality of the Web
Sites also shall comply with the specifications contained in this Exhibit and
may be modified in accordance with the terms of the Agreement.”


 


ListBoss


•                  Users
may chose to see their search results with the ListBoss Product


•                  Users
may click to access advertisements associated with the listings


•                  Results
should be ‘sorted same as PageBoss section by seniority.


•                  Users
may click on the addresses and a pop-up window will display a map of the
location


•                  For
non-prototype books, 1YP1 Customers will have the following Icons: Ad, coupon
and map icon


•                  For
non-prototype books, lYP2 advertisers will have all of IYP1 and also have email
and Web Site icons


•                  Customers
who have opted out would fall alphabetically after advertisers


 


PageBoss Yellow Pages


•                  Users
may chose to see their search results with the PageBoss Product


•                  The
search result will be highlighted


•                  Page background
color will be set to match that of the ads


•                  All
in-data hyperlinks to be activated unless noted by Publisher


•                  Software
used to automatically activate hyperlinks that are identifiable in data stream


•                  Manual
process to activate hyperlinks which are not activated programmatically


•                  Hyperlinks
will be represented as blue text


•                  A
popup menu with additional navigation options will be activated when users
mouse over an ad


•                  For
each Web Site, YPS will offer Publisher the option to geo-code substantially
all of the addresses in the white and yellow pages listings in the
Directory to which the Web Site relates. Upon completion of the geo-coding, YPS’s
software will allow users accessing the Web Site to “click on” a specific
address to activate a pop-up window which displays a map showing the exact
location of that listing within the Directory’s geographic coverage area. This
service will be provided in accordance with the Mapping Specifications set
forth in the Web Hosting Specifications and for the fees specified in the
Project Compensation Schedule. Publisher acknowledges that geo-coding does not
ensure that 100% of all addresses will be linked to a map. For example, P.O. Boxes
cannot be geo-coded.


•                  The
interactive mapping feature provided with the CityBoss portal for Las Vegas
will include an area map onto which is superimposed a grid representing
populated coverage 


 


2

















 


areas. Each of these grid squares will “drill
down” to a detail map which will be navigable, including pan, zoom and the
ability to search for a specific address.


 


CityBoss specifications are
covered in the Web Portal Design Specifications.


 


Directory Tabs within the
PageBoss product may include, but are not limited to the following:


PageBoss White Pages:


 


•


•                  Residential
White


•                  Business
White


•                  Information
Pages


•                  Zip
Code Guides


Civic/Gov’t:


•                  Tabs
similar to the White Pages ensuring the following information is
available:


•                  Any guides


•                  Government
Officials/Offices


•                  U.S.
Government Offices (from the yellow binding)


•                  Any
other Gov’t information from the white binding


 


Specialty Pages


•                  Bright
Idea Pages


 


Branding.


•                  Each
page displayed to users will be branded with Publisher and /or Sprint
Yellow Pages trade names, logos and color schemes in the header and
navigation or otherwise in the pages as determined and approved by
Publisher


 


YPS’s minimum client computer hardware and software requirements.


 


Intel Pentium 200 / Macintosh Power PC 200


800 x 600 Resolution


Must be compatible and fully functional with
Internet Explorer 5.5 or Netscape Navigator 6.2 or higher


 


B.                                    Web
Portal Specifications


 


The City Boss Basic Content includes, at a minimum, but not limited to,
the items listed in 1) below:


 


1)                                     Basic
Content:


 


a)              Weather (current
Weather, 5-day forecast, Radar)


b)             Stock Quotes and
Financial News


c)              Local, National Government
officials


d)             World News


e)              U.S. Headline News


 


3

















 


f)                Sports News


g)             Financial News


h)             Entertainment News


i)                 Concerts


j)                 Community
Information, including the subcategories: (not available in all cities)


i)                 Shopping


ii)              Visiting the City


iii)           Local Events


iv)          Dining, Drinking &
Entertainment


v)             Sport


vi)          Destination Guides


vii)       Historical Background


viii)   Recommended Tours


k)              Horoscopes


1)              Events Calendar


m)           Apartment Finder


n)             Event Tickets


 


2)                                     Transactional
Content (Available at Publisher’s Option):


 


a)              Hotel Reservations –
Allows users to book hotel reservations online.


b)             Golf Tee Times –
Allows users to reserve Golf Tee Times online.


c)              Car Rentals – Allows
users to book Cu Rentals online.


d)             Apartment Finder –
Allows users to search for apartments based on a variety of specifications.
Provides user a list of apartments that meet the desired criteria and the
ability to develop a personal account based on these preferences. Powered by
www.rent.com.


e)              Event Tickets –
Allows users to purchase Event Tickets online.


f)                Roommate Finder –
Powered by www.roommateservice.com.


g)             Job Finder


 


YPS may, from time to time, change vendors for these services. If
current content providers make changes to the fee structure offered YPS,
Publisher and YPS will agree to adjust fees for this service and/or cancel the
service.


 


3)                                      Additional
Content:


 


a)              TV Listings


b)             Movie Listings


c)              Coupon Software


 


4

















 


C.                                    Modification
Services Standards


 


For these purposes,
Modification Services will mean changes to the content of the web pages. This
does not include changes to software, hardware or to the connections to the
Internet.


 


There will be two types of
modifications services provided by YPS:


 


•                                          Planned
periodic modification of the Web Site


Periodic modifications to the Web Site will
be aggregated and performed as deemed by Publisher.


•                                          Emergency
modification of the Web Site


YPS will make emergency modifications to the
Web Site within 24 hours of Publisher’s request.


 


All changes shall be posted to YPS’s staging server and approved by
Publisher prior to being made available to the public.


 


5

















 


Exhibit C


 


Web Hosting Specifications


 


A.            Internet Server and
Connectivity Standards


[YPS to provide]


 


Bandwidth utilization statistics shall be
included in the Monthly Systems Availability Report and be provided on a daily
basis.


 


B.            Regular/Ongoing
Maintenance/System Availability


 


Systems shall be available on a 24x7x365 basis, except as stipulated in
the following. Good server and software health is paramount to ensure system
availability and is considered a normal and expected activity.


 


Regular, consistent, and ongoing maintenance, which does not require
interruption of service, shall be performed on all servers and software. This
maintenance category does not interrupt service nor involves significant
changes to software operation; therefore, the maintenance is performed on an as
needed/on-going basis and does not require the specific knowledge nor prior
approval of RHD and is exempt from reporting requirements stipulated in Section 6.10.1.
Examples of regular/ongoing maintenance include:


 


•                  Viewing/trimming
security logs


•                  Back
up file deletions


•                  Adding/deleting
security accounts


•                  Adding/deleting
directories and temporary files


•                  Other
activities deemed necessary by YPS server administrators


•                  Installing
updated drivers or maintenance software


 


Regular maintenance, which
interrupts system availability via system reboots or pausing/stopping services,
is also understood to be normal and is expected to
be performed on a continual, yet planned, basis. This category of maintenance
will be performed, as needed, on the first and third Friday evening of each
month, between 11pm and 1 am, for durations not to exceed 1 hour. If the
projected down-time is expected to be less than 1 hour, within the 2 hour
window, the maintenance activity does not require the prior knowledge or
approval of RHD and is exempt from reporting defined in Section 6.10.1.
Maintenance where the projected time is expected to be over 1 hour or beyond
the 2 hour window shall be approved, in writing (e-mail is acceptable), by RHD
with at least 48 hours notice and shall be included in reporting stipulated in Section 6.10.1.
Because YPS uses redundant web servers, one server will automatically pick up
all traffic while the other is being maintained. If in the rare instance both
primary and redundant servers need to be maintained at the same time, the user
will receive a message stating:


 


6

















 


“Servers being maintained.
Please return in 15 minutes”. Examples of maintenance in this category are:


 


•                  Applying
security patches, as recommended by software manufacturers

(example: critical security patches for the Windows 2000 Advanced Server OS);


•                  Replacing
a hard drive, system board, fan, or other hardware device;


•                  Upgrading
YPS developed software; or


•                  Other
maintenance activities deemed necessary by YPS server administrators/YPS
software developers.


 


C.                                    Security


 


Access to YPS server resources is delineated into two distinct
categories:


 


1.               Physical Security.
The security of the system from unauthorized physical access.


 


2.               System Security.
The security of the system from unauthorized data access.


 


Physical security measures are controlled by ViaWest Salt Lake City,
UT. An attachment of the levels of physical security is provided.


 


The YPS server/software systems shall employ commercially reasonable
safeguards which include, but are not limited to:


 


•                  Natted
IPs through the router


•                  Firewall
– VPN protected/encrypted connections for data transfer and protection from
denial of service (DOS) attacks (for example: settings to prevent “the ping of
death”, settings to close pcAnywhere port scanning, etc...)


•                  Serving
public information via virtual shares


•                  Individual
and verified user level login and subsequent group access to resources to
minimize administration


•                  Disabled
guest accounts


•                  Disabled
auto-play on all devices


•                  Disallowed
blank passwords


•                  User
accounts are only created via approved and verified access lists


•                  Disallowing
anonymous access to DCOM objects


•                  Using
URL scans to filter URL based attacks


•                  Employ
Symantec’s Norton Anti-Virus Enterprise Level virus protection


•                  Drive,
directory, and file level security


•                  Messenger
services disabled


•                  Disabled
logon as service rights to other than administrators


•                  Password
expiration dates w/criteria


•                  And
many other settings, methods, policies, and procedures


 


7

















 


“Significant Security Breach” is defined as
an unauthorized person or entity successfully gaining physical access to the
Directory Infrastructure Systems or access to YPS protected data via internet
connection. Attempts to gain unauthorized access is a known hazard of running
systems that serve information to the general public (via D.O.S., worm, virus,
and exploit attacks) and, therefore, attempted security breaches will not be
reported to Publisher unless the source of the attempted breach of security
originates from a connection owned or operated by the Publisher.


 


D.            Downtime Events


 


Downtime is defined as any event, within YPS control, which includes
the physical facility and direct internet connections of YPS facilities and
contracted hosts, which prohibits access for a period of time that is greater
than 5 minutes, except as allowed for in Exhibit C, paragraph B. An
example of a non-YPS controlled event is a Pacific Bell service interruption,
which renders the entire internet backbone inoperable, for 3 hours due to a
switching station fire.


 


E.              Disaster Recovery
Procedures


 


YPS and its subcontractors should identify Disaster
Recovery practices for each location (site) and environment, including
development, test, staging, and production platforms. (See attached)


 


I.                 Mapping
Specifications


 


For each Web
Site, YPS will offer Publisher the option to geo-code substantially all of the
addresses in the white and yellow pages listings in the Directory to which
the Web Site relates. Upon completion of the geo-coding, YPS’s software will
allow users accessing the Web Site to “click on” a specific address to activate
a pop-up window which displays a map showing the exact location of that listing
within the Directory’s geographic coverage area. This service will be provided
in accordance with the Mapping Specifications set forth in the Web Hosting
Specifications and for the fees specified in the Project Compensation Schedule.
Publisher acknowledges that geo-coding does not ensure that 100% of all
addresses will be linked to a map. For example, P.O. Boxes cannot be
geo-coded.


 


J.              Usage and Tracking
Reports


 


The Usage and Tracking Reports,
at a minimum, shall include the information and data described in the Usage and
Tracking Report presentation provided by YPS to Publisher, portions of which
are attached to this Exhibit in PDF file format. The attached PDF file
does not capture all of the features and functionality inherent in the HTML
file format version of the Usage and Tracking Report presentation. YPS shall
electronically transmit site usage data as required by Publisher.


 


K.            Promotion on Internet
Search Engines


 


Promotion of Publishers Web
Portals will at a minimum be submitted to the following Search
Engines/Directories available on the World Wide Web:


 


Yahoo (free Submission)


 


8

















 


Alta Vista


Ask Jeeves


Google


Inktomi


MSN


AOL


Hot Bot


Lycos


Netscape Search


Overture


Open Directory Project


Look Smart (free Submission)


 


L.             Web Site Optimization
Program


 


YPS, for a fee, will also
provide a Web Traffic Optimization Program, which will assist the Publisher in
ranking higher on the leading Search Engines/Directories. Each of the major
search engines and directories uses a unique methodology or algorithm to
determine a site’s relevance to keyword queries that considers a variety of
HTML elements of a Web site. YPS will develop Publishers Web site based on the
most important HTML elements for Basic Web Traffic Optimization. These include
but are not limited to:


 


1.               Page Title: This is the most
important element of site ranking and should be unique for every key entry
page.


 


2.               Description Meta Tag: A good description
is critical so a page not only ranks well, but so potential customers will
actually click on your link. The Description tag is the only meta tag supported
by some engines.


 


3.               Body text: Most engines will spider the
actual page content to look for consistent use of keywords throughout the
text, scanning the first 200 words on the page.


 


4.               Search-engine friendly content: Search
engine spiders function most effectively on static HTML pages. They have
difficulty with Flash, frames, scripts, images, multimedia, etc.


 


A description of additional services and fees is included in the
Project Compensation Schedule.


 


9

















 


(Attachment)


 


HAMMACK
JONES GROUP (HJG) / YPSOLUTIONS INFORMATION SYSTEMS (IS) CONTINGENCY PLAN (New
Orleans/Metairie Operations)


 


1.               PRELIMINARY PLANNING


 


a.               PURPOSE AND OBJECTIVES.


 


(1)                                  To
provide a contingency plan for the operation of critical automated information
systems at an offsite facility should our office building become
partially/totally destroyed or become unavailable for an extended period of
time.


 


(2)                                  To
provide critical support functions in the event of failure or total loss of HJG
systems. Critical systems will tolerate a down time of not more than two (2) calendar
days. Important and routine systems will tolerate reasonable down time required
to repair or replace the system.


 


(3)                                  This
plan provides for a primary offsite facility at On Line Web Marketing located
in St. George, Utah where critical system operations can continue.


 


b.              SCOPE.
To ensure an effective plan exists, all data (and some software
programs/applications) must be categorized as critical, important, or routine.


 


(1)                                  Critical Data – Data which HJG
could not function without.


 


(2)                                  Important Data – Data which has
taken a long time to develop or is one of a kind but would not stop support.
Also data /systems which would require activation if operations are curtailed
for a period over 30 days.


 


(3)                                  Routine Data. Data of a one time
nature that loses its value upon completion. Should it be discovered the data
is needed during the execution of this plan, it can be reprogrammed or
reconstructed within 10 man-work days.


 


c.               ASSUMPTIONS. This plan makes several assumptions:


 


(1)                                  On
Line Web Marketing, on 24 hours notice, has LAN capability and can make
2 static IP’s available for use.


 


(2)                                  Employees
of HJG have the PC issued to them by HJG in their possession (at a minimum, the
CPU).


 


(3)                                  If
evacuation is planned, HJG will transport its servers via the most secure and
expeditious manner available to St. George, Utah.


 


2.                                       EVENTS INCLUDED. Many events and
situations (threats) can impact the operation of automated information systems.
These threats normally take the shape of environmental 


 


10

















 


influences or internal system
abnormalities. Most emergency situations would be environmental in nature such
as fire or natural disaster. The primary concern is long-term power outages
caused by fire, water damage due to flooding or sprinkler systems, or natural
disasters resulting in damage which would require extensive restoration
(greater than one week [5 working days]).


 


a.               The greatest
potential for damage by environmental means comes from Hurricanes which are
prevalent in this geographical area for nearly 6 months during the calendar
year (June to November). Because the physical location of HJG is below
sea-level and electrical power and telephone lines are primarily above ground,
these assumptions can be made about the aftermath of a hurricane:\


 


(1)          Physical access to our
Building may be denied or limited for at least one week due to debris.
Access could also be denied because of hazardous material expelled from blown
transformers, leaking natural gas, or other sources.


 


(2)          Electrical
power/telecommunications may not be restored for up to several months.


 


(3)          Access may be
indefinitely denied in the event of levy breakage along the Mississippi river
in the New Orleans area.


 


b.              The next threat is
fire (whether the damage occurs from fire, smoke, or water). These assumptions
can be made:


 


(1)          Systems exposed directly
to fire or extreme heat will be damaged beyond repair and hard drives may not
be recoverable.


 


(2)          Systems inadvertently
left powered-up during a fire evacuation or left with the power on after normal
working hours will be damaged beyond repair due to electrical arcing and hard
drives may not be recoverable.


 


(3)          Systems not visibly
damaged will be inoperable during a two to three day dry out period if the
space was exposed to water.


 


(3)          Depending on location,
intensity, duration and type of fire, access may be denied to working
spaces for several days due to: investigations; release of hazardous material;
or unavailability of electrical power.


 


c.               The next threats
are loss of access to data due to system failure or introduction of a destructive
virus, worm, or time bomb.


 


(1)          In the event of system
failure, the IT Director shall be notified to determine extent of failure.


 


(2)          If failure is verified
and the system data cannot be recovered, the data storage unit shall be removed
and rendered inoperable by the IT Director if it contains sensitive data. If
data can be retrieved, the operator shall perform a routine backup as
stipulated in this plan and the storage device cleaned of all sensitive data.


 


11

















 


(3)          The operator shall
initiate steps to determine if the unit is currently covered by warranty or
service contract and directly arrange for the system to be repaired. If it is
determined the system is not under warranty, the IT Director shall be notified,
via a request for service, of the need for repair and ensure maintenance/repair
is scheduled and performed.


 


(4)          If repair involves
replacement of the hard disc drive, it is the responsibility of the operator to
notify the IT Director. The IT Director will clean sensitive data and will be
verified clean by the IT Director. Once the new storage device is installed,
the IT Director or his/her designee(s) shall prepare the device to receive data
(install operating system and primary programs). The operator or IT Director
shall restore data files from the latest backup set.


 


(5)          If failure of the system
is due to a destructive virus (or virus like phenomenon) the system will be
entirely cleaned by the responsible IT Director. All backup sets containing
data generated by the failed system shall be checked for viruses and cleaned as
necessary. The system will be certified clean by the 1T Director and if
necessary, reload operating system and primary programs.


 


3.              EVENTS EXCLUDED.
Any unforeseen disaster or situation which would deny access for periods of
less than one week. These events include, but are not limited to: civil
disturbances, bomb threats, malicious activities by individuals or groups, and
other unforeseen events.


 


4.              PRIORITIES. Continued
development/production/support with systems used to support YP Solutions.


 


a. Short term priorities are defined
as projected operations from St. George, Utah for less than one month. HJG
priorities are to continue to:


 


(1)          Provide access to HJG
mail by all its employees via the Internet;


 


(2)          Process, track, and
provide feedback to outside staffs at St George on processing/coding/other
requests for producing online books;


 


b.              Long term
priorities are defined as projected operations from a location
to be determined for more than one month. Priorities in addition to short term
priorities stated above, are to continue to:


 


(1)          Gather/report financial
information through Great Plains;


 


(2)          Continue to update
information in the CRM, ACT, and on files designed to support Publisher sites.


 


(3)          Manage/operate the pay,
finances, and logistics of HJG;


 


(4)          Provide administrative
support such as domain renewals, updating and publishing directives, and other
routine admin functions.


 


12

















 


5.              DATA
CATEGORIES AND ASSIGNED RESPONSIBILITIES. Department Heads are
responsible for:


 


a.               Critical Data – Data/programs which
HJG could not function without. The following is categorized as critical:


 


	
  DATA

  	
   

  	
  Responsible Department

  
	
  YP Solutions Development

  	
   

  	
  YP Development

  
	
  YP Production

  	
   

  	
  Production

  
	
  Current YP Solutions Data

  	
   

  	
  YP Dev/Production/IT

  
	
  Webboss Programming/Development Data

  	
   

  	
  Development/IT

  
	
  Mail System

  	
   

  	
  IT

  



 


b.              Important
Data – Data which has taken a long time to develop or is one of
a kind but, if not readily available, would not stop HJG operations. The
Primary operator/originator of the data has the responsibility to categorize
data as Important because he/she is aware of the time and effort spent to
create the data and the effort it would take to replace it. The Commander, HJG
has determined the following data is IMPORTANT and shall be subject to these
provisions:


 


	
  DATA

  	
   

  	
  RESPONSIBLE DEPARTMENT

  
	
  Current Programs

  	
   

  	
  IT

  
	
  Current Inventory

  	
   

  	
  Finance/IT

  
	
  Current Budget and Finance Information

  	
   

  	
  Finance/IT

  
	
  Current Pay Information

  	
   

  	
  Finance/IT

  



 


c.               Routine Data. Data which is of a
one time nature that loses its value upon completion and can usually be
reprogrammed of reconstructed within 1-5 man-work days. Examples are: templates
for word processing documents, simple databases, etc...


 


6.              Contingency
Plan Testing. A test of this plan, at least annually, shall be
performed at the discretion of the CEO.


 


7.              Contingency
Plan Activation. Activation of the HJG Contingency Plan will be
at the verbal or written communication of the CEO.


 


Applicability.
Although this enclosure only directly applies to HJG stag, all HJG subordinate
affiliates will establish contingency plans.


 


13

















 


4 January 2003


 


YPSOLUTIONS (YPS) INFORMATION
SYSTEMS (IS) CONTINGENCY(ViaWest Salt Lake


City, UT Facility /Via-SLC/)


 


1.                                      PRELIMINARY
PLANNING


 


a.               PURPOSE AND OBJECTIVES.


 


(1)          To provide a written
plan for the operation of critical IS currently operating at Via-SLC at the
OLWM (On Line Web Marketing) facility in St. George, UT should the Via-SLC
facility become partially/totally inaccessible for an extended period of time.


 


(2)          To provide critical
support functions in the event of failure or total loss of YPS Via-SLC systems.
Critical systems will tolerate a down time of not more than two(2) working
days or 16 man hours. Important and routine systems will tolerate reasonable
down time required to repair or replace the system.


 


(3)          This plan provides for a
primary offsite facility at the offices of On Line Web Marketing (OLWM), St.
George, UT. where critical
system operations can continue within four (4) hours of said downtime.


 


b.              SCOPE. To
ensure an effective plan exists, all data (and some software
programs/applications) must be categorized as critical, important, or routine.


 


(1)          Critical
Data – Data which YPS could not function without.


 


(2)          Important
Data – Data which has taken a long time to develop or is one of
a kind but would not stop support. Also data /systems which would require
activation if operations are curtailed for a period over 30 days.


 


(3)          Routine
Data. Data of a one time nature that loses its value upon
completion. Should it be discovered the data is needed during the execution of
this plan, it can be reprogrammed or reconstructed within 10 man-work days.


 


c.               ASSUMPTIONS.
This plan makes several assumptions:


 


(1)          A complete step-by-step
plan is not currently necessary due to the small number of systems currently
covered under this plan.


 


(2)          The personnel tasked with
completing this plan are thoroughly familiar with the system design and
software/hardware requirements and a complete step-by-step action plan is not
currently necessary. For example: Upon notification by competent authority
representing ViaWest Salt Lake City, UT, that the facility is inaccessible, YPS
personnel must change the YPSOLUTIONS.COM DNS records to reflect IP addresses
to within the OLWM facility, etc.


 


14

















 


(3)          The complexity of system
design and the number of systems will change. Therefore, a detailed testing and
audit of this plan shall be completed at least annually to ensure it’s
completeness and accuracy and to determine if detailed step-by-step planning is
necessary.


 


(4)          The Via-SLC facility has
sustained damage to the extent that it is unusable for at least 7 working days.


 


(5)          OLWM has LAN capability
and can make 8 static 1P’s available for use.


 


(6)          OLWM has at least 2
servers (preferably 4) available for emergency restore of the back-up
information stored at OLWM.


 


(7)          The event which causes
the Via-SLC Facility to become unavailable is localized to the Via-SLC facility
and does not hamper OLWM operations.


 


2.              EVENTS INCLUDED.
Many events and situations (threats) can impact the operation of IS. These
threats normally take the shape of environmental influences or internal system
abnormalities. Most emergency situations would be environmental in nature, such
as: fire or natural disaster. The primary focus of this document is
long-term/sustained power outage and/or facility inaccessibility caused by
fire, water damage due to flooding or sprinkler systems, or natural disasters
resulting in damage which causes Via-SLC to cease operations for periods which
exceed 5 working days.


 


a.               The greatest threat to the Via-SLC
facility is fire (whether the damage occurs from fire, smoke, or water). These
assumptions can be made:


 


(1)                                  Systems exposed
directly to fire or extreme heat will be damaged beyond repair and hard drives may not
be recoverable.


 


(2)                                  Systems inadvertently
left powered-up during a fire evacuation or left with the power on after normal
working hours will be damaged beyond repair due to electrical arcing and hard
drives may not be recoverable.


 


(3)                                  Systems not visibly
damaged will be inoperable during a two to three day dry out period if the
space was exposed to water.


 


(3)                                  Depending on
location, intensity, duration and type of fire, access may be denied for
several days due to: investigations; release of hazardous material; or
unavailability of electrical power.


 


b.              The next threats are loss of access to
data due to system failure or introduction of a destructive virus, worm, or
time bomb.


 


(1)                                  In the event of
system failure, the IT Director shall be notified to Determine extent of failure.


 


15

















 


(2)                                  If failure is
verified and the system data cannot be recovered, the data storage unit shall
be removed and rendered inoperable by the IT Director if it contains sensitive
data. If data can be retrieved, the operator shall perform a routine
backup as stipulated in this plan and the storage device cleaned of all
sensitive data.


 


(3)                                  The operator shall
initiate steps to determine if the unit is currently covered by warranty or
service contract and directly arrange for the system to be repaired. If it is
determined the system is not under warranty, the IT Director shall be notified,
via a request for service, of the need for repair and ensure maintenance/repair
is scheduled and performed.


 


(3)                                  If repair involves
replacement of hard disc drives, it is the responsibility of the operator to
notify the IT Director. The IT Director will clean sensitive data and will be
verified clean by the IT Director. Once the new storage device is installed,
the IT Director or his/her designees) shall prepare the device to receive data
(install operating system and primary programs). The operator or IT Director
shall restore data files from the latest backup set.


 


(4)                                  If failure of the
system is due to a destructive virus (or virus like phenomenon) the system will
be entirely cleaned by the responsible IT Director. All backup sets containing
data generated by the failed system shall be checked for viruses and cleaned as
necessary. The system will be certified clean by the IT Director and if
necessary, reload operating system and primary programs.


 


3.              EVENTS EXCLUDED.
Any unforeseen disaster or situation reasonably beyond YPS’s control, which
would deny access for periods of less than 5 days. These events include, but
are not limited to: civil disturbances, bomb threats, malicious and unforeseen
activities by individuals or groups, and other unforeseen events for which YPS
reasonably could not prevent. The Via-SLC facility is responsible, by contract,
to provide access and connectivity, as stipulated by contract, for minor
interruptions.


 


4.              PRIORITIES.
Continued service to clients.


 


a.               Short term priorities
are defined as projected operations from OLWM for less than one month. YPS
priorities are to continue to:


 


(1)                                  Provide access to
web-based information by the general public to the YPS online products
(ListBoss, TrafficBoss, PageBoss, Webboss) via the Internet;


 


(2)                                  Process, track, and
provide feedback to outside staffs on processing/coding/other requests for
producing online books;


 


b.              Long term priorities
are defined as projected operations from a location to be determined for more
than one month. Priorities in addition to short term priorities stated above,
are to continue to:


 


(1)                                  Provide for the
complete backup of system information and client data every 7 days;


 


16

















 


(2)                                  Provide for the
incremental backup of system information and client data on a daily basis;


 


(3)                                  Provide
administrative support to YPS clients which may be originated through or
information provided via Via-SLC systems. For example: FTP access, database
maintenance, etc;


 


(3)                                  Acquire the necessary
equipment and setup replication services for the purpose of load balancing.


 


(4)                                  Re-establish
reporting procedures as defined in client service agreements.


 


5.              DATA CATEGORIES
AND ASSIGNED RESPONSIBILITIES.


 


a.               Critical Data
– Data/programs which YPS could not function without. The following is
categorized as critical:


 


	
  DATA

  	
   

  	
  Responsible Department

  
	
  YPS Client Publication Information and
  Databases

  	
   

  	
  IT Dept

  
	
  YPS Proprietary Data and Programs

  	
   

  	
  Development

  



 


b.              Important Data
– Data which has taken a long time to develop or is one of a kind but, if not
readily available, would not stop YPS operations. The Primary operator/originator
of the data has the responsibility to categorize data as Important because
he/she is aware of the time and effort spent to create the data and the effort
it would take to replace it. The partners of YPS have determined the following
data is IMPORTANT and shall be subject to these provisions:


 


	
  DATA

  	
   

  	
  RESPONSIBLE Department

  
	
  Legacy Programs / Data

  	
   

  	
  Development

  
	
  Legacy
  Client Information

  	
   

  	
  IT

  
	
  Client
  information in the production process which may be stored at the Via-
  SLC facility

  	
   

  	
  Development\Production

  



 


c.               Routine Data.
Data which is of a one time nature that loses its value upon completion and can
usually be reprogrammed of reconstructed within 1-5 man-work days. Examples
are: templates for word processing documents, simple databases, etc...


 


6.               Contingency Plan Testing.
A test of this plan, at least annually, shall be performed at the discretion of
the YPS partners.


 


7.               Contingency Plan
Activation. Activation of the YPS Via-SLC Contingency Plan will
be at the verbal or written communication of the YPS partners.


 


8.               Applicability.
Although this enclosure only directly applies to the YPS Via-SLC facility, all
YPS entities will establish contingency plans.


 


17

















 


Exhibit D


 


Enhancements and Upgrades Specifications


 


The following is a list of
future product enhancements that have been discussed by YPS. The items in section #1
below are expected for the live product launch in Las Vegas and are to be
completed on the timetable they have set forth. Section #2 consists of
future enhancements that will be made available to the publisher once they are
developed. YPS will provide updates on an ongoing basis concerning the progress
of these enhancements.


 


1)              Due in 90 - 120 days
for Live Product Launch in Las Vegas


a)              Enhanced Searching / Improved Search
Interface


i)                 Support multiple
formats for names


ii)              Present search
results in order of exact match, prefix match, substring match


b)             Statistical Package


i)                 Modify to account
for Page query strings


ii)              User-friendly page names
in statistical reports


iii)           Add reporting for
keyword searches


c)              Desktop Shortcut


d)             Additional Browser
Toolbar, when downloaded, becomes a resident part of a user’s web browser


 


2)              Future Tasks and
Product Enhancements (not listed in order of priority)


a)              Enhanced Searching / Improved Search
Interface


i)                 Search for
synonyms (I.e. lawyer/attorney)


ii)              Handle misspelled
terms and names


iii)           Locate different word
forms (plumber / plumbing)


b)             Selective “on/off’ for URL’s, email


i)                 From unified
editor, turn on or off buttons, extra-lines across the product line


c)              Extracting addresses from in-column (EPS
miner)


i)                 Implementing
process to extract addresses, Web Addresses, Brands, and potentially other
attribute data


d)             ListBoss Enhancements


i)                 Interactive
Listing Format Editing


ii)              Enhanced Listing
Controls


(1)          On / Off dates


(2)          Sort Order


iii)           Cookie
PageBoss/ListBoss Selection - Remember Users


e)


f)                Attribute Search


i)                 Based on data
within a Space, Display or Dynamic Ad allow end users an intuitive search
mechanism


g)             Brand Search


i)                 See Attribute
Search


 


18

















 


h)             Dynamic Ad Program


i)                 Gives advertisers
a tool to both populate attributes, and have an editable one page web
presence


i)                 PageBoss Wrapper Graphic Interface
Improvements


j)                 Continuing 3rd Party application
Integration (I.e. video buttons)


k)              Proximity Searching


1)              Point to Point driving directions


m)           CityBoss management improvements


n)             Transactional icons at Listing Level


i) Book It
button, Schedule appointment, Buy Now


o)             IMF automation


i)                 Given an SRT or
SRT-like database display only sold items, or turn to RL’s advertiser data
where IMF not sold


p)             CD-ROM: Demo Complete


q)             Modify Task manager to allow client access


i)                 Service Order
Feeds


ii)              Change Requests


iii)           Bug Reporting


r)                “Satsuma”


i)                 A dynamic, fully
automated web pagination system


ii)              Rules Based
with interactive data tagging (for when you need to break the rules)


iii)           Table driven with
user-friendly interactive interfaces


iv)          Powerful pagination
options


(1)          Real-time Desktop
Application


(2)          Real-time Web
Application


(3)          Instant repagination
after changes


(4)          Run-time search specific
page builder


s)              Back end editor for PageBoss


 


19

















 


Exhibit E


 


Third Party Software Utilized


 


Microsoft Office Applications


Adobe Photoshop


Adobe Illustrator


Macromedia Freehand


Macromedia Fireworks


Macromedia Dreamweaver


Corel Draw


Ultra Edit


Visual Slick Edit


Photophilia


Librarian


Quark Express


Microsoft Interdev


Fox Pro


Yellow Magic Publishing System


 


20

















 


Exhibit F


 


Directories List


 


Publisher’s telephone
directories are identified in this Exhibit by directory publication name.
The geographic area of initial or primary distribution of each such directory
constitutes the geographic distribution area for that directory.


 


A.            Exclusive Area
Directories (to be completed by Publisher)


1.               Las Vegas, NV


2.               Central Florida North and South Editions
(Orlando/Winter Park, FL)


3.               Naples-Collier County, FL


4.               Punta Gorda-Port Charlotte, FL


5.               Ocala-Marion Countywide, FL


6.               Fayetteville-Cumberland County, NC


7.               Hunterdon Countywide, NJ


8.               Tallahassee, FL


9.               Charlottesville, VA


10.         Ft. Walton Beach-Des, FL


11.         Ft. Myers/Lee County, FL


 


B.            Publisher’s
Directories


•                  Issue dates are
subject to change.


•                  List is sorted
alphabetically by State and then alphabetically by directory name.


 


	
  Issue Date

  	
   

  	
  Directory Name

  	
   

  	
  State

  
	
  June-04

  	
   

  	
  BEVERLY HILLS

  	
   

  	
  FL

  
	
  September-04

  	
   

  	
  BONITA SPRINGS/N NAPLES

  	
   

  	
  FL

  
	
  May-04

  	
   

  	
  CAPE CORAL-N FT MYERS

  	
   

  	
  FL

  
	
  January-04

  	
   

  	
  Central Fla North

  	
   

  	
  FL

  
	
  January-04

  	
   

  	
  Central Fla South

  	
   

  	
  FL

  
	
  June-04

  	
   

  	
  CITRUS COUNTYWIDE

  	
   

  	
  FL

  
	
  April-04

  	
   

  	
  CLEWISTON-MOORE HAVEN

  	
   

  	
  FL

  
	
  May-04

  	
   

  	
  Crestview

  	
   

  	
  FL

  
	
  June-04

  	
   

  	
  CRYSTAL RIVER,FL

  	
   

  	
  FL

  
	
  June-04

  	
   

  	
  DADE CITY,FL

  	
   

  	
  FL

  
	
  January-04

  	
   

  	
  FL Orlando-WtrPk-Ctl FL

  	
   

  	
  FL

  
	
  May-04

  	
   

  	
  Ft Walton Beach

  	
   

  	
  FL

  
	
  September-04

  	
   

  	
  GOLDEN GATE,FL

  	
   

  	
  FL

  
	
  October-04

  	
   

  	
  GOLDEN TRIANGLE,FL

  	
   

  	
  FL

  
	
  April-04

  	
   

  	
  GREATER LK OKEE,FL

  	
   

  	
  FL

  
	
  September-04

  	
   

  	
  GULF SHORE AREA,FL

  	
   

  	
  FL

  
	
  November-04

  	
   

  	
  HIGHLANDS CNTYWIDE

  	
   

  	
  FL

  
	
  June-04

  	
   

  	
  INVERNESS,FL

  	
   

  	
  FL

  



 


21

















 


	
  September-04

  	
   

  	
  Jackson-Holmes Cos

  	
   

  	
  FL

  
	
  April-04

  	
   

  	
  Kissimmee-Spanish

  	
   

  	
  FL

  
	
  April-04

  	
   

  	
  Kissimmee-St Cld

  	
   

  	
  FL

  
	
  April-04

  	
   

  	
  LABELLE/ALVA,FL

  	
   

  	
  FL

  
	
  August-04

  	
   

  	
  Lake County South, FL

  	
   

  	
  FL

  
	
  October-04

  	
   

  	
  LAKE COUNTY,FL

  	
   

  	
  FL

  
	
  November-04

  	
   

  	
  LAKE PLACID, FL

  	
   

  	
  FL

  
	
  May-04

  	
   

  	
  LEE CNTY AREA,CLASS

  	
   

  	
  FL

  
	
  March-04

  	
   

  	
  LEE CNTY AREA-ALPHA

  	
   

  	
  FL

  
	
  May-04

  	
   

  	
  LEHIGH ACRES, FL

  	
   

  	
  FL

  
	
  June-04

  	
   

  	
  Madison-Jefferson Cos

  	
   

  	
  FL

  
	
  September-04

  	
   

  	
  MARCO ISLAND,FL

  	
   

  	
  FL

  
	
  September-04

  	
   

  	
  NAPLES,FL-ALPHA

  	
   

  	
  FL

  
	
  September-04

  	
   

  	
  NAPLES,FL-CLASS

  	
   

  	
  FL

  
	
  March-04

  	
   

  	
  OCALA-MARION CNTYWIDE

  	
   

  	
  FL

  
	
  October-04

  	
   

  	
  PEACE RIVER VALLEY

  	
   

  	
  FL

  
	
  November-04

  	
   

  	
  PUNTA GORDA COM

  	
   

  	
  FL

  
	
  November-04

  	
   

  	
  PUNTA GORDA-PT CHARLOTTE

  	
   

  	
  FL

  
	
  May-04

  	
   

  	
  S. FORT MYERS,FL

  	
   

  	
  FL

  
	
  May-04

  	
   

  	
  SANIBEL-CAPTIVA ISL, FL

  	
   

  	
  FL

  
	
  June-04

  	
   

  	
  Starke

  	
   

  	
  FL

  
	
  October-04

  	
   

  	
  SUMTER CNTYWIDE,FL

  	
   

  	
  FL

  
	
  December-04

  	
   

  	
  Tallahassee

  	
   

  	
  FL

  
	
  December-04

  	
   

  	
  Tallahassee

  	
   

  	
  FL

  
	
  March-04

  	
   

  	
  TRI-COUNTY AREA,FL

  	
   

  	
  FL

  
	
  May-04

  	
   

  	
  Volusia Co West

  	
   

  	
  FL

  
	
  November-04

  	
   

  	
  WILLISTON, FL

  	
   

  	
  FL

  
	
  February-04

  	
   

  	
  ADAMS/WELLS CNTIES, IN

  	
   

  	
  IN

  
	
  August-04

  	
   

  	
  DENVER, IN

  	
   

  	
  IN

  
	
  August-04

  	
   

  	
  FLORA-ROSSVILLE, IN

  	
   

  	
  IN

  
	
  March-04

  	
   

  	
  HANCOCK-HENRY SUB

  	
   

  	
  IN

  
	
  April-04

  	
   

  	
  JAMESTOWN, IN

  	
   

  	
  IN

  
	
  November-04

  	
   

  	
  JASPER/NEWTON, IN

  	
   

  	
  IN

  
	
  March-04

  	
   

  	
  JAY COUNTY, IN

  	
   

  	
  IN

  
	
  June-04

  	
   

  	
  JOHNSON CNTY SUB

  	
   

  	
  IN

  
	
  July-04

  	
   

  	
  KOSCIUSKO CNTYWIDE

  	
   

  	
  IN

  
	
  August-04

  	
   

  	
  LAFONTAINE, IN

  	
   

  	
  IN

  
	
  September-04

  	
   

  	
  LAGRANGE CNTYWIDE

  	
   

  	
  IN

  
	
  April-04

  	
   

  	
  MARSHALL COUNTY, IN

  	
   

  	
  IN

  
	
  May-04

  	
   

  	
  NAPPANEE, IN

  	
   

  	
  IN

  
	
  April-04

  	
   

  	
  STARKE/PULASKI COUNTIES

  	
   

  	
  IN

  
	
  July-04

  	
   

  	
  THE LAKES AREA,IN

  	
   

  	
  IN

  
	
  July-04

  	
   

  	
  TRI-STATE REG,IN

  	
   

  	
  IN

  
	
  December-04

  	
   

  	
  TWIN LAKES REGION,IN

  	
   

  	
  IN

  



 


22

















 


	
  January-04

  	
   

  	
  UNION CITY, IN

  	
   

  	
  IN.

  
	
  October-04

  	
   

  	
  WHITLEY CNTY, IN

  	
   

  	
  IN

  
	
  March-04

  	
   

  	
  BARTON/STAFFORD CNTY REG

  	
   

  	
  KS

  
	
  July-04

  	
   

  	
  BELLE PLAINE, KS

  	
   

  	
  KS

  
	
  December-04

  	
   

  	
  BURLINGTON/OSAGE CITY

  	
   

  	
  KS

  
	
  January-04

  	
   

  	
  CENTRAL
  KANSAS REG,KS

  	
   

  	
  KS

  
	
  July-04

  	
   

  	
  COURTLAND-CLYDE

  	
   

  	
  KS

  
	
  June-04

  	
   

  	
  E.CENTRAL KANSAS REG

  	
   

  	
  KS

  
	
  March-04

  	
   

  	
  JUNCTION CITY,KS

  	
   

  	
  KS

  
	
  December-04

  	
   

  	
  NE KANSAS REG, KS

  	
   

  	
  KS

  
	
  January-04

  	
   

  	
  RUSSELL-OSBORNE, KS

  	
   

  	
  KS

  
	
  October-04

  	
   

  	
  SE KANSAS REG, KS *

  	
   

  	
  KS *

  
	
  March-04

  	
   

  	
  TURKEY RED REG, KS

  	
   

  	
  KS.

  
	
  December-04

  	
   

  	
  AITKIN-CROSBY, MN

  	
   

  	
  MN

  
	
  February-04

  	
   

  	
  ALEXANDRIA, MN

  	
   

  	
  MN

  
	
  March-04

  	
   

  	
  BENSON, MN

  	
   

  	
  MN

  
	
  August-04

  	
   

  	
  BROOKLYN PARK, MN

  	
   

  	
  MN

  
	
  January-04

  	
   

  	
  CHASKA/WACONIA, MN

  	
   

  	
  MN

  
	
  April-04

  	
   

  	
  COKATO-DASSEL HOWARD LK

  	
   

  	
  MN

  
	
  April-04

  	
   

  	
  GLENCOE, MN

  	
   

  	
  MN

  
	
  June-04

  	
   

  	
  GRANITE FALLS, MN

  	
   

  	
  MN

  
	
  April-04

  	
   

  	
  HASTINGS, MN

  	
   

  	
  MN

  
	
  January-04

  	
   

  	
  Lake City-Plainview

  	
   

  	
  MN

  
	
  May-04

  	
   

  	
  Lewiston, MN

  	
   

  	
  MN

  
	
  January-04

  	
   

  	
  Long Prairie, MN

  	
   

  	
  MN

  
	
  December-04

  	
   

  	
  New Richland, MN

  	
   

  	
  MN

  
	
  June-04

  	
   

  	
  St. James, MN

  	
   

  	
  MN

  
	
  October-04

  	
   

  	
  CMSU Campus Dir, MO

  	
   

  	
  MO

  
	
  January-04

  	
   

  	
  Golden Valley, MO

  	
   

  	
  MO

  
	
  August-04

  	
   

  	
  Harrisonville-Butler Reg

  	
   

  	
  MO

  
	
  June-04

  	
   

  	
  Jefferson City Reg

  	
   

  	
  MO

  
	
  April-04

  	
   

  	
  KCI Regional, MO

  	
   

  	
  MO

  
	
  June-04

  	
   

  	
  King City, MO

  	
   

  	
  MO

  
	
  September-04

  	
   

  	
  Lebanon Regional

  	
   

  	
  MO

  
	
  January-04

  	
   

  	
  NW Missouri, MO

  	
   

  	
  MO

  
	
  October-04

  	
   

  	
  Odessa-Lexington Reg

  	
   

  	
  MO

  
	
  December-04

  	
   

  	
  Rolla Regional, MO

  	
   

  	
  MO

  
	
  February-04

  	
   

  	
  Warrensburg Reg

  	
   

  	
  MO

  
	
  August-04

  	
   

  	
  Ahoskie, NC

  	
   

  	
  NC

  
	
  July-04

  	
   

  	
  Albemarle Area, NC

  	
   

  	
  NC

  
	
  November-04

  	
   

  	
  Asheboro

  	
   

  	
  NC

  
	
  August-04

  	
   

  	
  Clinton, NC

  	
   

  	
  NC

  
	
  December-04

  	
   

  	
  Dunn, NC

  	
   

  	
  NC

  
	
  August-04

  	
   

  	
  Duplin Cnty, NC

  	
   

  	
  NC

  



 


23

















 


	
  October-04

  	
   

  	
  Eden-Madison

  	
   

  	
  NC

  
	
  January-04

  	
   

  	
  Elkin

  	
   

  	
  NC

  
	
  June-04

  	
   

  	
  Fayetteville, NC

  	
   

  	
  NC

  
	
  February-04

  	
   

  	
  Fuquay-Varina, NC

  	
   

  	
  NC

  
	
  March-04

  	
   

  	
  Gibsonville, NC

  	
   

  	
  NC

  
	
  October-04

  	
   

  	
  Greenville, NC

  	
   

  	
  NC

  
	
  November-04

  	
   

  	
  Havelock, NC

  	
   

  	
  NC

  
	
  March-04

  	
   

  	
  Henderson/Wake Forest

  	
   

  	
  NC

  
	
  April-04

  	
   

  	
  Hickory

  	
   

  	
  NC

  
	
  June-04

  	
   

  	
  Hillsborough

  	
   

  	
  NC

  
	
  April-04

  	
   

  	
  Jacksonville, NC

  	
   

  	
  NC

  
	
  November-04

  	
   

  	
  Johnston County, NC

  	
   

  	
  NC

  
	
  August-04

  	
   

  	
  Kernersville, NC

  	
   

  	
  NC

  
	
  November-04

  	
   

  	
  Kinston, NC 

  	
   

  	
  NC

  
	
  January-04

  	
   

  	
  Maxton/Red Spgs, NC

  	
   

  	
  NC

  
	
  August-04

  	
   

  	
  Mocksville

  	
   

  	
  NC

  
	
  September-04

  	
   

  	
  Moore Cnty Areawide

  	
   

  	
  NC

  
	
  June-04

  	
   

  	
  Morehead City, NC

  	
   

  	
  NC

  
	
  January-04

  	
   

  	
  Mount Airy

  	
   

  	
  NC

  
	
  November-04

  	
   

  	
  New Bern, NC

  	
   

  	
  NC

  
	
  June-04

  	
   

  	
  North Wilkesboro

  	
   

  	
  NC

  
	
  June-04

  	
   

  	
  Outer Banks, NC

  	
   

  	
  NC

  
	
  January-04

  	
   

  	
  Pittsboro/Siler City

  	
   

  	
  NC

  
	
  August-04

  	
   

  	
  Roanoke Rapids, NC

  	
   

  	
  NC

  
	
  April-04

  	
   

  	
  Rocky Mount, NC

  	
   

  	
  NC

  
	
  September-04

  	
   

  	
  Roxboro

  	
   

  	
  NC

  
	
  December-04

  	
   

  	
  Tarboro, NC

  	
   

  	
  NC

  
	
  November-04

  	
   

  	
  Troy

  	
   

  	
  NC

  
	
  March-04

  	
   

  	
  Wake Forest, NC

  	
   

  	
  NC

  
	
  July-04

  	
   

  	
  Walkertown

  	
   

  	
  NC

  
	
  Much-04

  	
   

  	
  Washington, NC

  	
   

  	
  NC

  
	
  June-04

  	
   

  	
  West Jefferson

  	
   

  	
  NC

  
	
  December-04

  	
   

  	
  Whiteville, NC

  	
   

  	
  NC

  
	
  December-04

  	
   

  	
  Williamston, NC

  	
   

  	
  NC

  
	
  November-04

  	
   

  	
  Wilson Cnty Areawide

  	
   

  	
  NC

  
	
  March-04

  	
   

  	
  Yanceyville

  	
   

  	
  NC

  
	
  November-04

  	
   

  	
  North Platte Valley, NE

  	
   

  	
  NE

  
	
  September-04

  	
   

  	
  Belle Mead-Somerville

  	
   

  	
  NJ

  
	
  January-04

  	
   

  	
  Chester-Washington

  	
   

  	
  NJ

  
	
  February-04

  	
   

  	
  Hunterdon Cnty

  	
   

  	
  NJ

  
	
  July-04

  	
   

  	
  Sparta-Lk Mohawk Area

  	
   

  	
  NJ

  
	
  July-04

  	
   

  	
  Sussex Cntywide

  	
   

  	
  NJ

  
	
  January-04

  	
   

  	
  Tewksbury, NJ

  	
   

  	
  NJ

  
	
  March-04

  	
   

  	
  Warren Cntywide, NJ

  	
   

  	
  NJ

  



 


24

















 


	
  September-04

  	
   

  	
  Boulder City

  	
   

  	
  NV

  
	
  September-04

  	
   

  	
  Henderson

  	
   

  	
  NV

  
	
  January-04

  	
   

  	
  Las Vegas

  	
   

  	
  NV

  
	
  July-04

  	
   

  	
  Las Vegas

  	
   

  	
  NV

  
	
  July-04

  	
   

  	
  Las Vegas

  	
   

  	
  NV

  
	
  September-04

  	
   

  	
  Las Vegas Valley West

  	
   

  	
  NV

  
	
  January-04

  	
   

  	
  Laughlin, NV*

  	
   

  	
  NV *

  
	
  February-04

  	
   

  	
  New Residents Guide

  	
   

  	
  NV

  
	
  September-04

  	
   

  	
  North Las Vegas

  	
   

  	
  NV

  
	
  October-04

  	
   

  	
  Ada, OH

  	
   

  	
  OH

  
	
  April-04

  	
   

  	
  Adamsville-Frazeyburg

  	
   

  	
  OH

  
	
  October-04

  	
   

  	
  Bluffton, OH

  	
   

  	
  OH

  
	
  February-04

  	
   

  	
  Bucyrus, OH

  	
   

  	
  OH

  
	
  December-04

  	
   

  	
  Darke Cntywide, OH

  	
   

  	
  OH

  
	
  May-04

  	
   

  	
  Defiance Areawide, OH

  	
   

  	
  OH

  
	
  November-04

  	
   

  	
  Delphos, OH

  	
   

  	
  OH

  
	
  April-04

  	
   

  	
  Fulton-Henry Cntywide

  	
   

  	
  OH

  
	
  January-04

  	
   

  	
  Green Springs, OH

  	
   

  	
  OH

  
	
  August-04

  	
   

  	
  Indian Lake, OH

  	
   

  	
  OH

  
	
  July-04

  	
   

  	
  Jefferson/Andover Area

  	
   

  	
  OH

  
	
  July-04

  	
   

  	
  Lake Milton, OH

  	
   

  	
  OH

  
	
  October-04

  	
   

  	
  Lima Areawide; OH

  	
   

  	
  OH

  
	
  August-04

  	
   

  	
  Logan Cntywide, OH

  	
   

  	
  OH

  
	
  January-04

  	
   

  	
  McConnelsville, OH

  	
   

  	
  OH

  
	
  December-04

  	
   

  	
  Morrow Cntywide, OH

  	
   

  	
  OH

  
	
  May-04

  	
   

  	
  Mount Vernon, OH

  	
   

  	
  OH

  
	
  January-04

  	
   

  	
  Mt. Sterling, OH

  	
   

  	
  OH

  
	
  July-04

  	
   

  	
  Newton Falls, OH

  	
   

  	
  OH

  
	
  November-04

  	
   

  	
  Ottawa

  	
   

  	
  OH

  
	
  June-04

  	
   

  	
  Pataskala

  	
   

  	
  OH

  
	
  December-04

  	
   

  	
  Preble Cntywide

  	
   

  	
  OH

  
	
  November-04

  	
   

  	
  Richland-Ashland

  	
   

  	
  OH

  
	
  October-04

  	
   

  	
  Shelby Cntywide

  	
   

  	
  OH

  
	
  November-04

  	
   

  	
  Shelby Comm

  	
   

  	
  OH

  
	
  January-04

  	
   

  	
  Stony Ridge

  	
   

  	
  OH

  
	
  July-04

  	
   

  	
  Trumbull Cntywide

  	
   

  	
  OH

  
	
  August-04

  	
   

  	
  Union Cntywide

  	
   

  	
  OH

  
	
  October-04

  	
   

  	
  Van Wert

  	
   

  	
  OH

  
	
  May-04

  	
   

  	
  Warren Cnty Areawide

  	
   

  	
  OH

  
	
  January-04

  	
   

  	
  Wayne-Holmes Cntywide

  	
   

  	
  OH

  
	
  November-04

  	
   

  	
  Cntrl & N Oregon Coast

  	
   

  	
  OR

  
	
  June-04

  	
   

  	
  Columbia Gorge

  	
   

  	
  OR

  
	
  October-04

  	
   

  	
  Sheridan-Carlton

  	
   

  	
  OR

  
	
  November-04

  	
   

  	
  Tillamook Cntywide

  	
   

  	
  OR

  



 


25

















 


	
  September-04

  	
   

  	
  Upper Rogue

  	
   

  	
  OR

  
	
  October-04

  	
   

  	
  Bedford County

  	
   

  	
  PA

  
	
  August-04

  	
   

  	
  Beech Creek-Mill Hall

  	
   

  	
  PA

  
	
  December-04

  	
   

  	
  Butler Cntywide

  	
   

  	
  PA

  
	
  July-04

  	
   

  	
  Chambersburg

  	
   

  	
  PA

  
	
  December-04

  	
   

  	
  Cranberry/Wexford Area

  	
   

  	
  PA

  
	
  April-04

  	
   

  	
  Cumberland Cntywide

  	
   

  	
  PA

  
	
  November-04

  	
   

  	
  Elizabethtown

  	
   

  	
  PA

  
	
  September-04

  	
   

  	
  Gettysburg

  	
   

  	
  PA

  
	
  September-04

  	
   

  	
  Hanover

  	
   

  	
  PA

  
	
  May-04

  	
   

  	
  Juniata Valley Areawide

  	
   

  	
  PA

  
	
  May-04

  	
   

  	
  Perry Cnty

  	
   

  	
  PA

  
	
  December-04

  	
   

  	
  Slippery Rock

  	
   

  	
  PA

  
	
  October-04

  	
   

  	
  Southern Blair

  	
   

  	
  PA

  
	
  July-04

  	
   

  	
  Waynesboro

  	
   

  	
  PA

  
	
  July-04

  	
   

  	
  Beaufort

  	
   

  	
  SC

  
	
  February-04

  	
   

  	
  Greenwood Reg

  	
   

  	
  SC

  
	
  April-04

  	
   

  	
  Hampton-Estill

  	
   

  	
  SC

  
	
  July-04

  	
   

  	
  Holly Hill

  	
   

  	
  SC

  
	
  November-04

  	
   

  	
  Ridgeland

  	
   

  	
  SC

  
	
  January-04

  	
   

  	
  SALUDA, SC

  	
   

  	
  SC

  
	
  November-04

  	
   

  	
  EAST TENN STATE UNIV

  	
   

  	
  TN

  
	
  November-04

  	
   

  	
  ELIZABETHTON, TN

  	
   

  	
  TN

  
	
  September-04

  	
   

  	
  ERWIN-UNICOI CNTY

  	
   

  	
  TN

  
	
  June-04

  	
   

  	
  GREENEVILLE, TN

  	
   

  	
  TN

  
	
  October-04

  	
   

  	
  JONESBOROUGH, TN

  	
   

  	
  TN

  
	
  November-04

  	
   

  	
  MOUNTAIN CITY, TN

  	
   

  	
  TN

  
	
  February-04

  	
   

  	
  TRI-CITIES/BRISTOL

  	
   

  	
  TN

  
	
  October-04

  	
   

  	
  TRI-CITIES/JOHNSON CITY

  	
   

  	
  TN

  
	
  June-04

  	
   

  	
  TRI-CITIES/KINGSPORT

  	
   

  	
  TN

  
	
  January-04

  	
   

  	
  BULLARD,TX

  	
   

  	
  TX

  
	
  June-04

  	
   

  	
  CEDAR CREEK LAKE AREA

  	
   

  	
  TX

  
	
  January-04

  	
   

  	
  CLIFTON, TX

  	
   

  	
  TX

  
	
  December-04

  	
   

  	
  COMMERCE/COOPER

  	
   

  	
  TX

  
	
  September-04

  	
   

  	
  GATESVILLE-HAMIITON

  	
   

  	
  TX

  
	
  January-04

  	
   

  	
  GRIMES CNTY AREA, TX

  	
   

  	
  TX

  
	
  August-04

  	
   

  	
  GROESBECK AREA, TX

  	
   

  	
  TX

  
	
  June-04

  	
   

  	
  HENDERSON CNTY AREA

  	
   

  	
  TX

  
	
  January-04

  	
   

  	
  Humble, TX

  	
   

  	
  TX

  
	
  May-04

  	
   

  	
  Kaufman, TX

  	
   

  	
  TX

  
	
  May-04

  	
   

  	
  Killeen/Ft Hood Area

  	
   

  	
  TX

  
	
  July-04

  	
   

  	
  Overton/Troup Area

  	
   

  	
  TX

  
	
  September-04

  	
   

  	
  Palestine/Anderson Cnty

  	
   

  	
  TX

  
	
  December-04

  	
   

  	
  Palo Pinto County

  	
   

  	
  TX

  



 


26

















 


	
  July-04

  	
   

  	
  Pettus, TX

  	
   

  	
  TX

  
	
  June-04

  	
   

  	
  Salado, TX

  	
   

  	
  TX

  
	
  December-04

  	
   

  	
  Stephenville Reg,

  	
   

  	
  TX

  
	
  December-04

  	
   

  	
  Stockdale,

  	
   

  	
  TX

  
	
  June-04

  	
   

  	
  West Columbia, TX

  	
   

  	
  TX

  
	
  July-04

  	
   

  	
  Wise Cnty Area, TX

  	
   

  	
  TX

  
	
  February-04

  	
   

  	
  Abingdon, VA

  	
   

  	
  VA

  
	
  May-04

  	
   

  	
  Altavista

  	
   

  	
  VA

  
	
  August-04

  	
   

  	
  Bachelors Hall

  	
   

  	
  VA

  
	
  August-04

  	
   

  	
  Brookneal

  	
   

  	
  VA

  
	
  December-04

  	
   

  	
  Charlottesville

  	
   

  	
  VA

  
	
  December-04

  	
   

  	
  Charlottesville

  	
   

  	
  VA

  
	
  December-04

  	
   

  	
  Farmville

  	
   

  	
  VA

  
	
  January-04

  	
   

  	
  Front Royal

  	
   

  	
  VA

  
	
  Feb-04

  	
   

  	
  Galax-Hillsville

  	
   

  	
  VA

  
	
  January-04

  	
   

  	
  Lexington

  	
   

  	
  VA

  
	
  August-04

  	
   

  	
  Luray

  	
   

  	
  VA

  
	
  April-04

  	
   

  	
  Marion, VA

  	
   

  	
  VA

  
	
  June-04

  	
   

  	
  Martinsville

  	
   

  	
  VA

  
	
  August-04

  	
   

  	
  Montpelier

  	
   

  	
  VA

  
	
  November-04

  	
   

  	
  Notwy Lunbrg Cty

  	
   

  	
  VA

  
	
  December-04

  	
   

  	
  Rocky Mount

  	
   

  	
  VA

  
	
  September-04

  	
   

  	
  South Boston

  	
   

  	
  VA

  
	
  January-04

  	
   

  	
  South Hill

  	
   

  	
  VA

  
	
  December-04

  	
   

  	
  Wythe Cnty-Bland Cnty

  	
   

  	
  VA

  
	
  March-04

  	
   

  	
  Lower Yakima Valley

  	
   

  	
  WA

  
	
  March-04

  	
   

  	
  Lower Yakima Vly Spanish

  	
   

  	
  WA

  
	
  August-04

  	
   

  	
  Poulsboro/Bainbridge Isl

  	
   

  	
  WA

  
	
  January-04

  	
   

  	
  Quilcene, WA

  	
   

  	
  WA

  



 


27

















 


Exhibit G


 


Protect Compensation Schedule


 


	
  Service or Item Purchased

  	
   

  	
  Cost

  
	
  Initial Conversion Set-up Fee

  A one
  time programming fee for writing a conversion from the Publisher/Sprint
  publishing system to the data format utilized by ITS to produce “ListBoss “
  and “PageBoss”

  	
   

  	
  [***] for Yellow Pages

  [***] for White Pages

  
	
   

  	
   

  	
   

  
	
  Annual Fee per Directory

  This is
  an annual fee for publishing your book specific data in HTML in both the “ListBoss”
  and “PageBoss” formats. The fee covers all software and labor costs for
  provisioning and quality assurance proofing. The fee is per co-bound book

  	
   

  	
  [***] annually for each directory

  A
  directory is defined as a co-bound book If there are separate editions of
  white and yellow, there would be 2 provisioning fees for that market

  
	
   

  	
   

  	
   

  
	
  Portal Content Fee

  Includes
  Banner Management Software (CityBoss Product)

  	
   

  	
  [***] per month per portal 

  (Basic Package)

  
	
   

  	
   

  	
   

  
	
  Banner Advertising

  Banner
  Management Software is included in Portal Content Fee

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  
	
  Additional Portal Content

  Movie Listing

  T.V. Listing

  Coupon Software

  	
   

  	
   

  [***] per month per portal

  [***] per month per portal

  [***] per month per portal

  
	
   

  	
   

  	
   

  
	
  Cost to Add Content to “CityBoss” Product

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  
	
  Transactional Content

  This is a
  revenue sharing product

   

   

  Hotel Reservations

  Golf Tee Times

  Car Rentals

  Apartment Finder

  Event Tickets

  Room Mate Finder

  Job Finder

  	
   

  	
  [***]

  Revenue Shared - this will be negotiated
  prior to implementation of product, however the amounts below are the minimum
  that would be expected

  Publisher receives [***] of room rate

  [***] per round booked

  [***] per booking

  [***] split on profit

  [***] of booking price

  [***] split on profit

  [***] split on profit

  
	
   

  	
   

  	
   

  
	
  Developing Automation of Coupon Links
  within the directory advertisements

  	
   

  	
  One Time Charge of [***]

  



 


28

















 


	
  Service or Item Purchased

  	
   

  	
  Cost

  
	
  Create YPS Standard Community Portal per
  Book

  This is
  creating the Community portal for each book based on the template that is developed
  by R.H. Donnelley marketing. 

  	
   

  	
  [***]

  •                  Assuming the format does not change dramatically from market to
  market, there is [***].

  •                  If excess work is required an hourly development rate of [***] will
  be charged.

  
	
   

  	
   

  	
   

  
	
  Monthly Maintenance Fee

  Includes
  Server Space, Bandwidth Server Maintenance, Data Storage and technical
  support and product enhancement, as they become available. This is a monthly
  fee.

  	
   

  	
  [***] per page yellow

  [***] per page community

  [***] per page coupon

  [***] per page white

  [***] per page government

  (any other pages will be negotiated
  with pricing based on graphic content)

  
	
   

  	
   

  	
   

  
	
  Standard Books Tabs

  (Base package includes 3 tabs per portal)

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  
	
  Additional Tabs

  	
   

  	
  [***] annually per tab

  
	
   

  	
   

  	
   

  
	
  Iconic buttons

  These are
  referred to as “Web Buttons”. They are located within the advertisers ad or
  listing

  	
   

  	
  Per Quote

  This
  product is currently not being considered.

  
	
   

  	
   

  	
   

  
	
  Pop Up Menus

  Located
  within the advertisers ad or listing and when “moused over” will produce a “pop-up”
  box that will allow the consumer to perform multiple functions such as
  linking to an advertisers Web Site or emailing an advertiser through the use
  of Iconic buttons.

  	
   

  	
  One Time Charge of [***]

  
	
   

  	
   

  	
   

  
	
  Mapping Set up Fee

  This is
  mapping for the “PageBoss” and “ListBoss “ product

  	
   

  	
  [***] per directory

  This is a
  one time charge per book

   

  
	
   

  	
   

  	
   

  
	
  Maps in Community pages/ Front of Book
  Setup Fees

  Mappoint.net
  technology

  	
   

  	
  [***] per grid

  This is a one time charge per book. A grid
  is defined as the on line version of the map

  
	
   

  	
   

  	
   

  
	
  Mapping

  	
   

  	
  [***] per draw

  Mapping
  will be purchased in groups of [***] draws or [***]  The pool of prepaid draws is for all
  directories.

  



 


29

















 


	
  Service or Item Purchased

  	
   

  	
  Cost

  
	
  Manual linking

  If email address is embedded in graphic a
  manual process would need to occur to enable or disable the hyperlink as
  needed

  	
   

  	
  [***] per occurrence

  
	
   

  	
   

  	
   

  
	
  Correction of product errors

  These are errors in the on-line product
  which require correction. Corrections can require different levels of effort
  by YPS. More detailed pricing can be found in the Customer Service Matrix.

   

  Minimum Effort

  Major Effort

  	
   

  	
   

   

  

  

  

  
[***] per occurrence

  Per Quote

  
	
   

  	
   

  	
   

  
	
  Customer Service Rate

  This is
  to provide technical customer service functions for either the customer or
  the company

  	
   

  	
  [***]

  Price is
  included in the Monthly Maintenance Fees

  
	
   

  	
   

  	
   

  
	
  Web Optimization Program

  Combination search engine optimization and “pay
  per placement” strategies.

   

  Web Optimization .

  •                  Submission of
  site with major search engines and online directories

  •                  Development of
  site through HTML elements to optimize traffic within search engines.

  •                  Pay for
  Placement analysis / recommendations

  •                  Keyword phrase
  for top, 50 categories for each market

  	
   

  	
  Per Quote

  This
  product is currently not being considered.

   

   

   

  •                  [***]

   

  •                  [***]

   

  •                  Per Quote

  •                  [***] per
  phrase for Las Vegas Prototype only; future additional directories to be
  discussed based on results.

  
	
   

  	
   

  	
   

  
	
  Initial Sales Training

  Two days at no charge, however travel
  expenses are billed at actual cost incurred

  Training consists of:

  •                  Internet - Directory industry background

  •                  Introduction to Internet directory

  •                  Specific product training

  •                  ListBoss

  •                  PageBoss

  	
   

  	
  [***] for training

  Travel Expenses are billed as incurred

  



 


30

















 


	
  Service or Item Purchased

  	
   

  	
  Cost

  
	
  •                  Portal (CityBoss)

  •                  Discussion of other IYP infrastructure functionality products, and
  any third party products now provisioned and as available

  •                  Intro to prep and presentation skills for Internet products

  •                  Role play

   

  NOTE: This is a one-time offer and is
  recommended for senior managers, trainers, sales managers, sales
  representatives and marketing team.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Additional Sales Training

  1.                                       Classroom training
  per day:

  •                  For 10 attendees

  •                  Additional attendees

  •                  Travel Expenses

  2.                                       Field Training

  •                  Base Fee

  •                  Travel expenses

  3.                                       Consulting
  (after Initial Training)

  •                  Phone Marketing and Sales Consulting

  •                  WebEx teleconferencing training

  •                  On location consulting

   

  NOTE: There is a one day minimum for the
  on-location sales training course and a three-day minimum for the field
  training

  	
   

  	
  Charges are detailed below by Service

   

  •                  [***] base fee

  •                  [***] per day per additional attendee

  •                  Travel Expenses are billed as incurred

   

  •                  [***] base fee

  •                  Travel Expenses are billed as incurred

   

  •                  [***] per hour

  •                  [***] per hour

  •                  [***] per day

   

  
	
   

  	
   

  	
   

  
	
  Initial Technical Training

   

  	
   

  	
  [***]

  Travel Expenses are billed as incurred

  
	
   

  	
   

  	
   

  
	
  Usage and Tracking Statistics Reporting
  Standard reports consist of but not limited too:

  Who’s On

  Session
  Per Hour

  Page Views
  by Hour

  Page Views
  by Page

  Page Views
  by State

  Top 50
  Cities

  Top 50
  Categories

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  
	
  Software Upgrades

  	
   

  	
  [***]

  Price is
  included in the Monthly

   

  



 


31

















 


	
  Service or Item Purchased

  	
   

  	
  Cost

  
	
   

  	
   

  	
  Maintenance
  Fees

  
	
   

  	
   

  	
   

  
	
  Product Enhancements

  Offered
  by YPS

  	
   

  	
  [***]

  Price is
  included in the Monthly

  Maintenance
  Fees

  
	
   

  	
   

  	
   

  
	
  Product Enhancements

  Requested
  by R.H. Donnelley for 

  exclusive use

  	
   

  	
  Quoted Price

  
	
   

  	
   

  	
   

  
	
  Archiving Expenses

  Archived
  ListBoss and PageBoss 

  views

  	
   

  	
  [***] per back up

  [***] per Gigabyte of data accessed

  
	
   

  	
   

  	
   

  
	
  Development Fee

  For any
  development not part of

  Future
  Enhancements or new

  versions
  of software distributed by

  YPS

  	
   

  	
  [***] per hour

   

   

  
	
   

  	
   

  	
   

  
	
  Desktop Shortcut Development

  	
   

  	
  [***]

  Part of
  future enhancements that

  are being
  implemented

  
	
   

  	
   

  	
   

  
	
  Additional Browser Toolbar

  	
   

  	
  [***]

  Part of
  future enhancements that

  are being
  implemented

  
	
   

  	
   

  	
   

  
	
  Monthly System Availability Report

  	
   

  	
  [***]

  Included
  in standard CityBoss

  functionality

  



 


32

















 


Exhibit H


 


Preferred
Escrow Agreement


 


See attached.


 


33

















 


PREFERRED
ESCROW AGREEMENT


 


Deposit Account Number
  25227


 


This agreement (“Agreement”) is effective May 20, 2004 among DSI Technology
Escrow Services, Inc. (“DSI”), YP Web Partners, L.L.C,, d/b/a YPSolutions
(“Depositor”) and R.H. Donnelley Publishing & Advertising, Inc. (“Preferred
Beneficiary”), who collectively may be referred to in this Agreement as
the parties (“Parties”), or individually as a party (“Party”).


 


A.                                   Depositor
and Preferred Beneficiary have entered or will enter into an Internet Services
Agreement dated June    , 2003 regarding certain
proprietary technology of Depositor (referred to in this Agreement as the “Internet
Services Agreement”).


 


B.                                     Depositor
desires to avoid disclosure of its proprietary technology except under certain
limited circumstances.


 


C.                                     The
availability of the proprietary technology of Depositor is critical to
Preferred Beneficiary in the conduct of its business and, therefore, Preferred
Beneficiary needs access to the proprietary technology under certain limited
circumstances.


 


D.                                    Depositor
and Preferred Beneficiary desire to establish an escrow with DSI to provide for
the retention, administration and controlled access of the proprietary
technology materials of Depositor.


 


E.                                      The
parties desire this Agreement to be supplementary to the Internet Services
Agreement pursuant to 11 United States [Bankruptcy] Code, Section 365(n).


 


ARTICLE 1 — DEPOSITS


 


1.1                                 Obligation
to Make Deposit. Upon the signing of this Agreement by the parties,
Depositor shall deliver to DSI the proprietary technology and other materials (“Deposit
Materials”) required to be deposited by the Internet Services Agreement or, if
the Internet Services Agreement does not identify the materials to be deposited
with DSI, then such materials will be identified on Exhibit A to this
Agreement. If Exhibit A is applicable, it is to be prepared and signed by
Depositor and Preferred Beneficiary. DSI shall have no obligation to either of
the other Parties with respect to the preparation, accuracy, execution,
signing, delivery or validity of Exhibit A.


 


1.2                                 Identification
of Tangible Media. Prior to the delivery of the Deposit Materials to DSI,
Depositor shall conspicuously label for identification each document, magnetic
tape, disk, or other media upon which the Deposit Materials are written or
stored. Additionally, Depositor shall complete Exhibit B to this Agreement
by listing each such medium by the item label description, the type of medium
and the quantity. Exhibit B shall be signed by Depositor and delivered to
DSI with the Deposit Materials. Unless and until Depositor makes the initial
deposit with DSI, DSI shall have no obligation with respect to this Agreement,
except the obligation to notify the Parties regarding the status of the account
as required in Section 2.2 below.


 

















 


1.3                                 Acceptance
of Deposit. When DSI receives the Deposit Materials in Exhibit B, DSI
will conduct a visual deposit inspection. At completion of the deposit
inspection, if DSI determines that the labeling of the media matches the item
descriptions and quantity on Exhibit B, DSI will date and sign Exhibit B
and mail a copy thereof to Depositor and Preferred Beneficiary. If DSI
determines that the labeling does not match the item descriptions or quantity
on Exhibit B, DSI will (a) note the discrepancies in writing on Exhibit B;
(b) date and sign Exhibit B with the exceptions noted; and (c) mail
a copy of Exhibit B to Depositor and Preferred Beneficiary. DSI’s
acceptance of the deposit occurs upon the signing of Exhibit B by DSI.
Delivery of the signed Exhibit B to Preferred Beneficiary is Preferred
Beneficiary’s notice that the Deposit Materials have been received and accepted
by DSI. OTHER THAN DSI’S INSPECTION OF THE DEPOSIT MATERIALS, AS DESCRIBED
ABOVE, DSI SHALL HAVE NO OBLIGATION REGARDING THE ACCURACY, COMPLETENESS,
FUNCTIONALITY, PERFORMANCE OR NON-PERFORMANCE OF THE DEPOSIT MATERIALS.


 


1.4                                 Depositor’s
Representations. During the term of this Agreement, Depositor represents as
follows:


 


a.                                       Depositor
lawfully possesses all of the Deposit Materials deposited with DSI;


 


b.                                      With
respect to all of the Deposit Materials and any materials provided solely for
verification pursuant to Section 1.5 of the Agreement (“Test Materials”),
Depositor has the right and authority to grant to DSI and Preferred Beneficiary
the rights as provided in this Agreement, provided further that DSI’s or its
independent contractor’s use of any Deposit Materials or Test Materials,
pursuant to Section 1.5 of this Agreement, is lawful and does not violate
the rights of any third parties;


 


c.                                       As
of the effective date of this Agreement, the Deposit Materials are not the
subject of any specific liens or encumbrances, however, any liens or
encumbrances made after the execution of this Agreement will not prohibit,
limit, or alter the rights and obligations of DSI under this Agreement;


 


d.                                      The
Deposit Materials consist of the proprietary technology and other materials
identified either in the Internet Services Agreement, Exhibit A, or Exhibit B,
as the case may be; and


 


e.                                       The
Deposit Materials are readable and useable in their current form or, if
any portion of the Deposit Materials is encrypted, the decryption tools and
decryption keys have also been deposited.


 


1.5                                 Available
Verification Services. Upon receipt of a written request from Preferred
Beneficiary, DSI and Preferred Beneficiary may enter into a separate
proposal agreement (“Statement of Work”) pursuant to which DSI will agree, upon
certain terms and conditions, to inspect the Deposit Materials consistent with
one or several of the levels of verification described in the attached
Technical Verification Options. Depositor consents to DSI’s performance of any
level(s) of verification described in the attached Technical Verification
Options. Depositor shall reasonably cooperate with DSI by providing its
facilities, computer, software systems, and 


 

















 


technical support personal for verification; however, it is understood
that DSI will make reasonable efforts not to create undue interference with
Depositor’s personnel, work or workplace. Depositor shall provide such
cooperation under Level I and Level II of the attached Technical Verification
Options free of charge. Depositor shall also provide assistance under Level III
free of charge for up to five (5) hours a week not to exceed an aggregate
of 20 hours. Thereafter, Preferred Beneficiary agrees to compensate Depositor
for services to assist DSI with its verification services at an hourly charge
of $75. If a verification is elected after the Deposit Materials have been
delivered to DSI, then only DSI, or, at DSI’s election, an independent
contractor or company selected by DSI, may perform the verification.


 


1.6                                 Deposit
Updates. Depositor shall, every six months or within 30 days of a major
software release, deposit updates to the Deposit Materials, which updates shall
contain updates, upgrades, or other revisions of the portions of the Deposit
Materials that have been put into service. Such updates will be added to the
existing deposit. All deposit updates shall be listed on a new Exhibit B
and Depositor shall sign the new Exhibit B. Each Exhibit B will be
held and maintained separately within the escrow account. An independent record
will be created by DSI which will document the activity for each Exhibit B.
Any deposit updates shall be held in accordance with Sections 1.2 through 1.4
above. All references in this Agreement to the Deposit Materials shall include
the initial Deposit Materials and any updates.


 


1.7                                 Removal
of Deposit Materials. The Deposit Materials may be removed and/or
exchanged only on written instructions signed by Depositor and Preferred
Beneficiary, or as otherwise provided in this Agreement.


 


ARTICLE 2 — CONFIDENTIALITY AND RECORD
KEEPING


 


2.1                                 Confidentiality.
DSI shall have the obligation to reasonably protect the confidentiality of the
Deposit Materials. Except as provided in this Agreement or any subsequent
agreement between the Parties, including without limitation Section 1.5,
DSI shall not copy, disclose, transfer, make available or use the Deposit
Materials. DSI shall obtain Depositor’s written consent before sharing any
Deposit Materials with an independent contractor; provided that if DSI has
obtained the independent contractor’s agreement thereto in writing, no
additional consent shall be necessary. If DSI receives a subpoena or any other
order from a court or other judicial tribunal pertaining to the disclosure or
release of the Deposit Materials, DSI will immediately notify the parties to
this Agreement unless prohibited by law. It shall be the responsibility of
Depositor and/or Preferred Beneficiary to challenge any such order; provided,
however, that DSI does not waive its rights to present its position with
respect to any such order. DSI will not be required to disobey any order from a
court or other judicial tribunal, including, but not limited to, notices
delivered pursuant to Section 7.6 below.


 


2.2                                 Status
Reports. DSI shall provide to Depositor and Preferred Beneficiary a report
profiling the account history semiannually.


 


ARTICLE 3 — RIGHT TO MAKE COMM


 


3.1                                 Right
to Make Copies. DSI shall have the right to make copies of the Deposit
Materials as reasonably necessary to perform this Agreement. DSI shall copy all copyright, nondisclosure, 


 

















 


and
other proprietary notices and titles contained on the Deposit Materials onto
any copies made by DSI. With all Deposit Materials submitted to DSI, Depositor
shall provide any and all instructions as may be necessary to duplicate
the Deposit Materials, including, but not limited to, the hardware and/or
software needed, Any copying expenses incurred by DSI as a result of a request
to copy will be borne by the Party requesting the copies. Alternatively, DSI may notify
Depositor requiring its reasonable cooperation in promptly copying the Deposit
Materials in order for DSI to perform this Agreement.


 


ARTICLE 4 — RELEASE OF DEPOSIT


 


4.1                                 Release
Conditions.


 


On the happening of any Release Condition,
Preferred Beneficiary will give written notice to DSI with a copy to Depositor,
specifying the event, and Depositor or the escrow agent will thereupon and
pursuant to sections 4.2, 4.3 and 4.4, promptly deliver to Preferred
Beneficiary the Deposit Materials, including without limitation all deposited
Rendering Programs (as defined in the Internet Services Agreement) source code
and related escrowed materials.


 


As used in
this Agreement, “Release Condition” shall mean the following:


 


(i)                                     Depositor
is unable or unwilling to correct, within thirty (30) days of Depositor’s
receipt of notice thereof, any material breach of this Agreement or the
Internet Services Agreement;


 


(ii)                                  Depositor
is unable or unwilling to provide the updates, upgrades, modifications, or
revisions to the Rendering Programs that have been put into service by
Depositor, or the other support services required under the Internet Services
Agreement;


 


(iii)                               Any
sale, assignment, or other transfer of Depositor’s rights to the Depositor
Rendering Programs, without the prior written consent of Preferred Beneficiary,
if such transfer would prevent Depositor from discharging its obligations under
this Agreement or the Internet Services Agreement;


 


(iv)                              Depositor
becomes insolvent, makes a general assignment for the benefit of creditors, or
becomes the subject of a voluntary or involuntary petition in bankruptcy, or if
a receiver, trustee, or custodian is appointed for Depositor’s business, or if
Depositor’s assets become subject to any proceedings under any bankruptcy or
insolvency law, or if Depositor has wound up or liquidated its business; or


 


(v)                                 Joint
written instructions from Depositor and Preferred Beneficiary.


 


4.2                                 Filing
For Release. If Preferred Beneficiary believes in good faith that a Release
Condition has occurred, Preferred Beneficiary may provide to DSI written
notice of the occurrence of the Release Condition, stating therein the
particular Release Condition that occurred, and a request for the release of
the Deposit Materials. Such notice shall be signed by the Preferred Beneficiary
and on company letterhead. Unless DSI acknowledges or discovers 


 

















 


independently, or through the Parties, its need for additional
documentation or information in order to comply with this Section, DSI shall
promptly provide a copy of the notice to Depositor by commercial express mail.
Such need for additional documentation or information may extend the time
period for DSI’s performance under this Section.


 


4.3                                 Contrary
Instructions. From the date DSI mails the notice requesting release of the
Deposit Materials, Depositor shall have five (5) business days to deliver
to DSI contrary instructions (“Contrary Instructions”). Contrary Instructions
shall mean the written representation by Depositor that a Release Condition has
not occurred or has been cured. Contrary Instructions shall be signed by
Depositor and on company letterhead. Upon receipt of Contrary Instructions, DSI
shall promptly send a copy to Preferred Beneficiary by commercial express mail.
Additionally, DSI shall notify both Depositor and Preferred Beneficiary that
there is a dispute to be resolved pursuant to Section 7.4 of this
Agreement. Subject to Section 5.2 of this Agreement, DSI will continue to
store the Deposit Materials without release pending (a) joint instructions
from Depositor and Preferred Beneficiary; (b) dispute resolution pursuant
to Section 7.4; or (c) an order from a court of competent
jurisdiction.


 


4.4                                 Release
of Deposit. If DSI does not receive Contrary Instructions from the
Depositor, DSI is authorized to release the Deposit Materials to the Preferred
Beneficiary or, if more than one beneficiary is registered to the deposit, to
release a copy of the Deposit Materials to the Preferred Beneficiary. However,
DSI is entitled to receive any fees due DSI before making the release. Any
copying expenses will be chargeable to Preferred Beneficiary. This Agreement
will terminate upon the release of the Deposit Materials held by DSI.


 


4.5                                 Right
to Use Deposit Materials. Preferred Beneficiary shall have the right to use
the Deposit Materials only for the Permitted Use thereof, as provided in the
Internet Services Agreement. Preferred Beneficiary shall be obligated to
maintain the confidentiality of the released Deposit Materials.


 


ARTICLE 5 — TERM AND TERMINATION


 


5.1                                 Term
of Agreement. The initial term of this Agreement is for a period of one
year. Thereafter, this Agreement shall automatically renew from year to year
unless (a) Depositor and Preferred Beneficiary jointly instruct DSI in
writing that the Agreement is terminated; (b) DSI instructs Depositor and
Preferred Beneficiary in writing after its renewal date that the Agreement is
terminated for nonpayment in accordance with Section 5.2; or (c) DSI
reserves the right to terminate this Agreement, for any reason, other than for
nonpayment, by providing Depositor and Preferred Beneficiary sixty (60) days
written notice of its intent to terminate this Agreement. If the Deposit
Materials are subject to another escrow agreement with DSI, DSI reserves the
right, after the initial one year term, to adjust the anniversary date of this
Agreement to match the then prevailing anniversary date of such other escrow
arrangements.


 


5.2                                 Termination
for Nonpayment . In the event of the nonpayment of fees owed to DSI, DSI
shall provide written notice of delinquency to all parties to this Agreement.
Any party to this Agreement shall have the right to make the payment to DSI to
cure the default. If the past due payment is not received in full by DSI within
one (1) month of the date of such notice, then DSI shall have the right to
terminate this Agreement at any time thereafter by sending written notice 


 

















 


of termination to all parties. DSI shall have no obligation to take any
action under this Agreement so long as any payment due to DSI remains unpaid.


 


5.3                                 Disposition
of Deposit Materials Upon Termination. Subject to the foregoing termination
provisions, and upon termination of this Agreement, DSI shall destroy, return,
or otherwise deliver the Deposit Materials in accordance with Depositor’s
instructions. If there are no instructions from Depositor after DSI’s notice of
intent to terminate, DSI may, at its sole discretion, destroy the deposit
materials or return them to Depositor. DSI shall have no obligation to destroy
or return the Deposit Materials if the Deposit Materials are subject to another
escrow agreement with DSI or have been released to the Preferred Beneficiary in
accordance with Section 4.4.


 


5.4                                 Survival
of Terms Following Termination. Upon termination of this Agreement, the
following provisions of this Agreement shall survive:


 


a.                                       The
obligations of confidentiality with respect to the Deposit Materials;


 


b.                                      The
obligation to pay DSI any fees and expenses due;


 


c.                                       The
provisions of Article 7; and


 


d.                                      Any
provisions in this Agreement which specifically state they survive the
termination of this Agreement.


 


ARTICLE 6 — DSI’S FEES


 


6.1                                 Fee
Schedule. DSI is entitled to be paid its standard fees and expenses
applicable to the services provided. DSI shall notify the party responsible for
payment of DSI’s fees at least sixty (60) days prior to any increase in fees.
For any service not listed on DSI’s standard fee schedule, DSI will provide a
quote prior to rendering the service, if requested.


 


6.2                                 Payment
Terms. DSI shall not be required to perform any service, including
release of any Deposit Materials under Article 4, unless the payment for
such service and any outstanding balances owed to DSI are paid in full. Initial
fees are due upon receipt of a signed contract or receipt of the Deposit
Materials whichever is earliest. Payments on all renewal and services invoices
are due net thirty (30) days from date of invoice. If invoiced fees are not
paid, DSI may terminate this Agreement in accordance with Section 5.2.


 


ARTICLE 7 — LIABILITY AND DISPUTES


 


7.1                                 Right
to Rely on Instructions. DSI may act in reliance upon any instruction,
instrument, or signature reasonably believed by DSI to be genuine. Depositor
and Preferred Beneficiary shall each provide DSI the name of their respective
employees who have authority to give instruction of instruments to DSI in the form of
a completed Exhibit C, at time of the execution of this Agreement. DSI
will not be required to inquire into the truth or evaluate the merit of any
statement or representation contained in any notice or document. DSI shall not
be responsible for failure to act as a result of causes beyond the reasonable
control of DSI.


 

















 


7.2                                 Indemnification.
Depositor and Preferred Beneficiary agree to indemnify, defend and hold
harmless DSI from any and all claims, actions, damages, arbitration fees and
expenses, costs, attorney fees and other liabilities (“Liabilities”) incurred
by DSI relating in any way to this escrow agreement, except where and to the
extent that DSI is adjudged to have acted negligently, or with gross negligence
or willful misconduct. The rights and duties of protection, defense and
indemnification as between Preferred Beneficiary and Depositor shall be
controlled by the Internet Services Agreement and neither Depositor nor
Preferred Beneficiary shall assert their respective rights and obligations
under the Internet Services Agreement as a defense to their joint and several
liability under this Agreement to DSI. DSI agrees to indemnify, defend and hold
harmless Depositor and Preferred Beneficiary from any and all Liabilities
incurred by Depositor or Preferred Beneficiary relating to its performance
under this escrow agreement or statement(s) of work executed in connection
therewith.


 


7.3                                 Limitation
of Liability. In no event will DSI be liable for incidental, indirect,
special, exemplary, punitive or consequential damages, including, but not
limited to, damages (including loss of data, revenue and/or profits), costs or
expenses (including legal fees and expenses), whether or not foreseen or
foreseeable, arising out of, resulting from, related to or connected directly
or indirectly with this Agreement, and in no event shall the collective
liability of DSI in the aggregate exceed ten times the fees paid under this
Agreement. The foregoing limitation of liability does not apply with respect to
gross negligence or personal injury claims, property damage claims (excluding
the Deposit), or intellectual property infringement. In no event will Depositor
and/or Preferred Beneficiary be liable for incidental, indirect, special,
exemplary, punitive or consequential damages, including, but not limited to,
damages (including loss of data, revenue and/or profits), costs or expenses
(including legal fees and expenses), whether or not foreseen or foreseeable,
arising out of, resulting from, related to or connected directly or indirectly
with this Agreement, and in no event shall the collective liability of
Depositor and Preferred Liability in the aggregate exceed $100,000 or ten times
the fees paid under this Agreement (whichever is greater). The foregoing
limitation of liability does not apply with respect to gross negligence or
personal injury claims, property damage claims, or intellectual property infringement.
The liabilities between Depositor and Preferred Beneficiary and the remedies of
each against the other, and any limitations thereon, shall be controlled by the
Internet Services Agreement and neither Depositor nor Preferred Beneficiary
shall assert their respective rights and obligations under the Internet
Services Agreement as a defense to their joint and several liability under this
Agreement to DSI.


 


7.4                                 Dispute
Resolution. Any dispute, difference or question relating to or arising
among any of the Parties concerning the construction, meaning, effect or
implementation of this Agreement or any part hereof may be submitted
to, and settled by, arbitration in which case the dispute shall be decided by a
single arbitrator chosen by the San Diego Regional Office of the American
Arbitration Association in accordance with the Commercial Rules of the
American Arbitration Association. The arbitrator shall apply California law.
Unless otherwise agreed by Depositor and Preferred Beneficiary, any arbitration
will take place in San Diego, California, U.S.A. Any court having jurisdiction
over the matter may enter judgment on the award of the arbitrator. Service
of a petition to confirm the arbitration award may be made by First Class mail
or by commercial express mail, to the attorney for the Party or, if
unrepresented, to the Party at the last known business address. If, however,
Depositor and/or Preferred Beneficiary refuses to submit to arbitration, the
matter shall not he submitted to arbitration and DSI may submit the matter
to 


 

















 


any court of competent jurisdiction for an interpleader or similar
action. Unless adjudged otherwise, any costs of arbitration incurred by DSI,
including reasonable attorney’s fees and costs, shall be divided equally and
paid by Depositor and Preferred Beneficiary.


 


7.5                                 Controlling
Law. This Agreement is to be governed and construed in accordance with the
laws of the State of California, without regard to its conflict of law
provisions.


 


7.6                                 Notice
of Requested Order. If any Party intends to obtain an order from the
arbitrator or any court of competent jurisdiction which may direct DSI to
take, or refrain from taking, any action, that Party shall:


 


a.                                       Give
DST at least five (5) business days prior notice of the hearing;


 


b.                                      Include
in any such order that, as a precondition to DSI’s obligation, DSI be paid in
full for any past due fees and be paid for the reasonable value of the services
to be rendered pursuant to such order; and


 


c.                                       Ensure
that DSI not be required to deliver the original (as opposed to a copy) of the
Deposit Materials if DSI may need to retain the original in its possession
to fulfill any of its other duties,


 


ARTICLE 8 — GENERAL PROVISIONS


 


8.1                                 Entire
Agreement. This Agreement, which includes Exhibits described herein, embodies
the entire understanding among the Parties with respect to its subject matter
and supersedes all previous communications, representations or understandings,
either oral or written. DSI is not a party to the Internet Services Agreement
between Depositor and Preferred Beneficiary and has no knowledge of any of the
terms or provisions of any such Internet Services Agreement. DSI’s only
obligations to Depositor or Preferred Beneficiary are as set forth in this
Agreement. No amendment or modification of this Agreement shall be valid or
binding unless signed by all the Parties hereto, except that Exhibit A
need not be signed by DSI, Exhibit B need not be signed by Preferred
Beneficiary, Exhibit C need not be signed, and the Statement of Work need
only be executed by DSI and Preferred Beneficiary.


 


8.2                                 Notices
and Correspondence. All notices regarding Articles 4 and 5 and any Deposit
Materials shall be sent by commercial express or certified mail, return receipt
requested. All other correspondence, including invoices, payments, and other
documents and communications, shall be sent First Class U.S. Mail and
given to the Parties at the addresses specified in the attached Exhibit C.
It shall be the responsibility of the Parties to notify each other as provided in
this Section in the event of a change of physical and e-mail addresses.
The Parties shall have the right to rely on the last known address of the other
Parties. Any correctly addressed notice or last known address of the other
parties that is relied on herein that is refused, unclaimed, or undeliverable
because of an act or omission of the party to be notified as provided herein
shall be deemed effective as of the first date that said notice was refused,
unclaimed, or deemed undeliverable by the postal authorities by mail, through
messenger or commercial express delivery services.


 

















 


8.3                                 Severability.
In the event any provision of this Agreement is found to be invalid or
unenforceable, the Parties agree that unless it materially affects the entire
intent and purpose of this Agreement, such invalidity or unenforceability shall
affect neither the validity of this Agreement nor the remaining provisions
herein, and the provision in question shall be deemed to be replaced with a
valid and enforceable provision most closely reflecting the intent and purpose
of the original provision.


 


8.4                                 Successors
and Assigns. This Agreement shall be binding upon and shall inure to the
benefit of the successors and assigns of the Parties. However, DSI shall have
no obligation in performing this Agreement to recognize any successor or assign
of Depositor or Preferred Beneficiary unless DSI receives clear, authoritative
and conclusive written evidence of the change of Parties.


 


8.5                                 Waiver.
Any term of this Agreement may be waived by the Party entitled to the
benefits thereof, provided that any such waiver must be in writing and signed
by the Party against whom the enforcement of the waiver is sought. No waiver of
any condition, or breach of any provision of this Agreement, in any one or more
instances, shall be deemed to be a further or continuing waiver of such
condition or breach. Delay or failure to exercise any right or remedy shall not
be deemed the waiver of that right or remedy.


 


8.6                                 Regulations.
Depositor and Preferred Beneficiary are responsible for and warrant compliance
with all applicable laws, rules and regulations, including but not limited
to customs laws, import, export, and re-export laws and government regulations
of any country from or to which the Deposit Materials may be delivered in
accordance with the provisions of this Agreement.


 


8.7                                 [Deleted].


 


8.8                                 No
Third Parry Rights. This Agreement is made solely for the benefit of the
Parties to this Agreement and their respective permitted successors and
assigns, and no other person or entity shall have or acquire any right by
virtue of this Agreement unless otherwise agreed to by all the Parties hereto.


 


8.9                                 Authority
to Sign. Each of the Parties herein represents and warrants that the
execution, delivery, and performance of this Agreement has been duly authorized
and signed by a person who meets statutory or other binding approval to sign on
behalf of its business organization as named in this Agreement. DSI will be
able to perform its obligations under this agreement once DSI has received
a fully executed agreement.


 

















 


8.10                           Counterpart.
This Agreement may be executed in any number of counterparts, each of
which shall be an original, but all of which together shall constitute one
instrument.


 


 


	
  YP Web Partners LLC

  	
   

  	
  R.H. Donnelly Publishing &
  Advertising, Inc.

  
	
  Depositor

  	
   

  	
  Preferred Beneficiary

  
	
  By:

  	
  /s/ William W. Scott

  	
   

  	
  By:

  	
  /s/ Terry L. Hurley

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  William W. Scott

  	
   

  	
  Name:

  	
  Terry L. Hurley

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  VP Business Dev

  	
   

  	
  Title:

  	
  AVP & Asst General Counsel

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  May 13, 2004

  	
   

  	
  Date:

  	
  April 29, 2004

  



 


 


	
   

  	
  DSI Technology Escrow Services, Inc

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Grant Jones

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
  Grant Jones

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Regional Sales Manager

  	
   

  
	
   

  	
   

  
	
   

  	
  Date:

  	
  5/20/04