exv10w3



 






EXHIBIT 10.3




EXECUTION COPY




MASTER AGREEMENT FOR PRINTING SERVICES




Dated as of March 31, 2005




By and between




DEX MEDIA INC., on behalf of itself and

its subsidiaries DEX MEDIA EAST LLC & DEX MEDIA WEST LLC




and




QUEBECOR WORLD (USA) INC.





 









 








TABLE OF CONTENTS




	 	 	 	 	 
	ARTICLE 1 SCOPE OF SERVICES
	 	 	1	 
	1.1 Engagement of Quebecor
	 	 	1	 
	1.2 Exclusivity
	 	 	2	 
	1.3 Right of First Refusal
	 	 	3	 
	1.4 Consideration /Volume
	 	 	3	 
	ARTICLE 2 SPECIFICATIONS AND SCHEDULING
	 	 	4	 
	2.1 Specifications, Requirements and Quality Control
	 	 	4	 
	2.2 Printing and Delivery Schedule
	 	 	5	 
	2.3 Reprints and Secondary Printings
	 	 	6	 
	2.4 Incremental Costs
	 	 	7	 
	ARTICLE 3 LOCATION(S), DELIVERY AND STORAGE
	 	 	7	 
	3.1 Location
	 	 	7	 
	3.2 Ready Dates
	 	 	8	 
	3.3 Storage
	 	 	8	 
	3.4 Preparation and Delivery
	 	 	8	 
	3.5 Acceptance
	 	 	9	 
	3.6 Risk of Loss and Title
	 	 	9	 
	ARTICLE 4 FACILITIES, LABOR, AND MATERIALS
	 	 	9	 
	4.1 Labor, Tools, Materials and Facilities
	 	 	9	 
	4.2 Dex Property
	 	 	10	 
	4.3 Dex Premises
	 	 	10	 
	4.4 Compliance With Laws; Dex’s Code of Business Ethics and Conduct
	 	 	10	 
	4.5 Paper for Printing
	 	 	11	 
	ARTICLE 5 INTELLECTUAL PROPERTY; IMPROVEMENTS TO FACILITIES, TECHNOLOGY AND PROCESSES
	 	 	11	 
	5.1 Intellectual Property Rights and Work Product
	 	 	11	 
	5.2 Initial Improvements
	 	 	12	 
	5.3 Additional Improvements
	 	 	13	 
	ARTICLE 6 DISASTER RECOVERY PLAN
	 	 	14	 
	6.1 Disaster Recovery Plan
	 	 	14	 
	6.2 Periodic Testing and Updating
	 	 	14	 
	ARTICLE 7 PRICING
	 	 	14	 
	7.1 Pricing Schedule
	 	 	14	 
	7.2 Price Revision
	 	 	15	 
	7.3 Pricing Research
	 	 	15	 
	7.4 Overruns/Underruns
	 	 	15	 
	7.5 Base MPP Rates
	 	 	15	 
	7.6 Price Reduction Related to Initial Improvements
	 	 	16	 
	ARTICLE 8 INVOICING AND PAYMENT
	 	 	16	 
	8.1 Payments to Quebecor
	 	 	16	 
	8.2 Invoices
	 	 	16	 
	8.3 Payment of Undisputed Charges
	 	 	16	 
	8.4 Disputed Charges
	 	 	17	 
	8.5 Overpayment
	 	 	17	 






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	ARTICLE 9 RELATIONSHIP MANAGERS, MEETINGS, REPORTING, INSPECTIONS, AND AUDITS
	 	 	17	 
	9.1 Relationship Managers
	 	 	17	 
	9.2 Role and Responsibilities of the Relationship Managers
	 	 	17	 
	9.3 Meetings
	 	 	18	 
	9.4 Decisions of Relationship Managers and Escalation of Disputes
	 	 	18	 
	9.5 Reporting
	 	 	19	 
	9.6 Inspection and Audit Rights
	 	 	19	 
	9.7 Record Retention
	 	 	20	 
	ARTICLE 10 CONFIDENTIAL INFORMATION
	 	 	20	 
	10.1 Confidential Information
	 	 	20	 
	10.2 Exclusions from Confidentiality Obligation
	 	 	20	 
	10.3 Use and Disclosure Restrictions
	 	 	21	 
	10.4 Return or Destruction
	 	 	21	 
	ARTICLE 11 REPRESENTATIONS AND WARRANTIES
	 	 	21	 
	11.1 Representations and Warranties by Quebecor
	 	 	21	 
	11.2 Representations and Warranties by Dex
	 	 	22	 
	11.3 Mutual Representations and Warranties
	 	 	22	 
	11.4 Exclusive Warranties
	 	 	23	 
	ARTICLE 12 INDEMNIFICATION
	 	 	23	 
	12.1 Definition of “Claims”
	 	 	23	 
	12.2 Indemnification by Quebecor
	 	 	23	 
	12.3 Indemnification by Dex
	 	 	24	 
	12.4 Notice and Process
	 	 	24	 
	12.5 Defense of a Claim
	 	 	25	 
	12.6 No Indemnification Obligation
	 	 	25	 
	12.7 Remedies Cumulative
	 	 	25	 
	ARTICLE 13 LIMITATION OF LIABILITY
	 	 	25	 
	13.1 Consequential Damages
	 	 	25	 
	13.2 Claims; Limitations of Liability
	 	 	26	 
	13.3 Subscribers/Advertisers Claims
	 	 	26	 
	13.4 Material Submitted by Dex
	 	 	26	 
	ARTICLE 14 INSURANCE
	 	 	27	 
	14.1 Maintenance of Insurance
	 	 	27	 
	14.2 Workers’ Compensation Insurance
	 	 	27	 
	14.3 Employer’s Liability or “Stop Gap” Insurance
	 	 	27	 
	14.4 Commercial General Liability and Errors & Omissions Insurance
	 	 	27	 
	14.5 Comprehensive Automobile Liability Insurance
	 	 	27	 
	14.6 The Insurance Limits
	 	 	28	 
	14.7 Property Insurance
	 	 	28	 
	ARTICLE 15 TERM AND TERMINATION
	 	 	28	 
	15.1 Term of Agreement
	 	 	28	 
	15.2 Breach
	 	 	29	 
	15.3 Right to Cure and Event of Default
	 	 	29	 
	15.4 Termination for Cause
	 	 	29	 
	15.5 Termination for Insolvency or Cessation of Business
	 	 	29	 






ii









 






	 	 	 	 	 
	15.6 Transitional Services
	 	 	30	 
	15.7 Remedies Cumulative
	 	 	30	 
	ARTICLE 16 FORCE MAJEURE
	 	 	31	 
	16.1 Force Majeure Condition
	 	 	31	 
	16.2 Notice and Mitigation
	 	 	31	 
	16.3 Alternate Services and Termination
	 	 	31	 
	ARTICLE 17 DISCONTINUANCE/CANCELLATION
	 	 	32	 
	17.1 Discontinuance/Cancellation
	 	 	32	 
	17.2 Sale of Directory Title(s)
	 	 	32	 
	ARTICLE 18 JOINT AND SEVERAL LIABILITY
	 	 	33	 
	18.1 Dex Media East and Dex Media West
	 	 	33	 
	ARTICLE 19 DISPUTE RESOLUTION, GOVERNING LAW, JURISDICTION AND VENUE
	 	 	33	 
	19.1 Dispute Process
	 	 	33	 
	19.2 Escalation of Disputes
	 	 	33	 
	19.3 Arbitration
	 	 	34	 
	19.4 Governing Law; Jurisdiction
	 	 	34	 
	19.5 Service of Process
	 	 	35	 
	19.6 Waiver of Jury Trial
	 	 	35	 
	ARTICLE 20 MISCELLANEOUS
	 	 	35	 
	20.1 Representatives and Notices
	 	 	35	 
	20.2 Independent Contractors
	 	 	36	 
	20.3 IRS Time Reporting Requirements
	 	 	36	 
	20.4 No Recruiting
	 	 	37	 
	20.5 Disclosure and Publicity
	 	 	37	 
	20.6 Expenses
	 	 	37	 
	20.7 No Dependence
	 	 	37	 
	20.8 Taxes and Fees
	 	 	38	 
	20.9 Time of Essence
	 	 	38	 
	20.10 Entire Agreement
	 	 	38	 
	20.11 Amendments
	 	 	38	 
	20.12 Headings
	 	 	38	 
	20.13 No Construction Against the Drafting Party
	 	 	38	 
	20.14 No Third Party Beneficiaries
	 	 	39	 
	20.15 Waivers
	 	 	39	 
	20.16 Severability
	 	 	39	 
	20.17 Survival
	 	 	39	 
	20.18 Assignment; Change of Control
	 	 	39	 
	20.19 Binding Effect and Facsimile Signatures
	 	 	40	 
	Schedule 1.1 Quebecor Existing Directory Titles
	 	 	42	 
	Schedule 1.2 Covers
	 	 	43	 
	Schedule 1.3 Dex Plus Directory Titles
	 	 	44	 
	Schedule 1.4 Incremental Directory Titles
	 	 	45	 
	Schedule 1.5 Tab Inserts
	 	 	46	 
	Schedule 1.6 Movers Guide
	 	 	47	 
	Schedule 2 Base Volumes
	 	 	48	 






iii









 






	 	 	 	 	 
	Schedule 3 Service Level and Quality Control Procedures
	 	 	49	 
	Schedule 4 Specifications
	 	 	51	 
	Schedule 5 Freight True-Up Process
	 	 	52	 
	Schedule 6 Initial Improvements
	 	 	53	 
	Schedule 7 Disaster Recovery Plan
	 	 	54	 
	Schedule 8 Prices
	 	 	55	 
	Schedule 9 Dex Furnished Paper
	 	 	56	 
	Schedule 10 Periodic Reports
	 	 	57	 
	Schedule 11 Dex Code of Business Ethics and Conduct
	 	 	58	 






iv









 






MASTER AGREEMENT FOR PRINTING SERVICES




     THIS MASTER AGREEMENT FOR PRINTING SERVICES (this “Agreement”) is entered into as of March 31,
2005 (the “Execution Date”) by and between Dex Media, Inc., a Delaware corporation having its
principal office at 198 Inverness Drive West, Englewood, Colorado, 80112, U.S.A., on behalf of
itself and its subsidiaries Dex Media East LLC and Dex Media West LLC (collectively “Dex”), and
Quebecor World (USA) Inc., a Delaware corporation having an office at 291 State Street, North
Haven, Connecticut, 06473 (“Quebecor”).



R E C I T A L S:




     WHEREAS, Dex publishes white pages and yellow pages print telephone directories in Arizona,
Colorado, Idaho, Iowa, Minnesota, Montana, Nebraska, New Mexico, North Dakota, Oregon, South
Dakota, Utah, Washington and Wyoming (collectively, the “Dex States”); and



     WHEREAS, Quebecor has printing facilities in North America and provides directory printing
services to various telephone directory publishers in North America; and



     WHEREAS, Dex wishes to engage Quebecor to print, and Quebecor is willing and able to print,
certain Dex telephone directories, all on the terms and subject to the conditions stated herein;



     NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements
hereinafter set forth, the parties hereto hereby covenant and agree as follows:



ARTICLE 1




SCOPE OF SERVICES




     1.1 Engagement of Quebecor. 



     Subject to the terms and conditions of this Agreement, Dex hereby engages Quebecor and
Quebecor hereby agrees to print the white pages and yellow pages print telephone directories,
covers and awareness product(s) ordered by Dex (collectively the “Directory Titles”) for those
geographic areas which are identified by and included within the titles listed on Schedules
1.1, 1.2, 1.3, 1.5, 1.6 and (subject to the provisions of Section 1.2(c)) 1.4, which
are attached hereto and incorporated by this reference. Quebecor’s printing of the Directory
Titles in accordance with the terms of this Agreement shall be collectively referred to hereinafter
as the “Services”; and Quebecor’s printing of a particular Directory Title may be referred to
hereinafter as an individual “Service”. For the purposes of this Agreement “print” or “printing”
shall include pre-flight, plate-making, printing and binding of the Directory Titles. For purposes
of this Agreement, the term “directory(ies)” shall include Dex’s awareness product(s).



	 	 	 
	Legend:


	 	 
	***

	 	Indicates confidential material that has been: (i) omitted pursuant to a Request for
Confidential Treatment and (ii) filed separately with the Securities and Exchange Commission.






1









 






     1.2 Exclusivity



     (a) Subject to the terms and conditions of this Agreement, Dex’s engagement of Quebecor with
respect to the provision of the Services shall be exclusive only as to the following:




	 	(i)  	printing the initial quantity, and any and all extra copies and reprints, of
each Directory Title for each year during the Term (as defined in Section 15.1 below),
but only if and to the extent that Dex elects to print such Directory Title during such
year (respectively, the “Initial Printing”, “Reserves” and “Reprints”);
	 
	 	(ii)  	printing the successor directory if the geographic area covered by any
Directory Title is reduced for any reason (a “Reduced Title”);
	 
	 	(iii)  	printing the successor directory(ies) if the geographic area covered by any
Directory Title is divided into more than one Directory Title (a “Divided Title”);
	 
	 	(iv)  	printing the successor directory if the geographic areas covered by any two or
more Directory Titles are combined into a single new directory title (a “Combined
Title”); and
	 
	 	(v)  	printing the successor directory if the name of any Directory Title is changed
but nevertheless covers a geographic area substantially similar to a geographic area
identified on Schedules 1.1, 1.2, 1.3, 1.5, 1.6 and (subject to the provisions
of Section 1.2(c)) 1.4 (a “Revised Title”).





     (b) Except as set forth in Section 1.2(a) (and subject to the provisions of Section 1.2(b)(ii)
and Section 1.2(c)), Dex’s engagement of Quebecor hereunder is non-exclusive. Without limiting the
generality of the foregoing, Quebecor shall have no right hereunder to print any directories for
Dex, and Dex shall have the right to use other vendors to provide printing services, with respect
to the following, which shall hereinafter be collectively referred to as “New Opportunities”:




	 	(i)  	printing a directory for any geographic area which is outside of the geographic
areas covered by the Directory Titles (including, without limitation, outside the Dex
States) (a “New Directory”);
	 
	 	(ii)  	printing a new directory for any geographic area that includes an area outside
of the geographic areas identified on Schedules 1.1, 1.2, 1.3, 1.4, 1.5 and
1.6, but that also includes one or more areas covered by the Directory Titles (a
“Spin-Off Directory”), but only to the extent the relevant Spin-Off Directory does not
replace any Directory Title(s) printed by Quebecor and to the extent printing of the
relevant Directory Title(s) is not cancelled by Dex by reason of the printing of any
such Spin Off Directory (in which event Quebecor shall have an exclusive





	 	 	 
	Legend:


	 	 
	***

	 	Indicates confidential material that has been: (i) omitted pursuant to a Request for
Confidential Treatment and (ii) filed separately with the Securities and Exchange Commission.






2









 






	 	   	right to print such Spin Off Directory in accordance with the provisions of this
Agreement);
	 
	 	(iii)  	printing any directory other than the white pages or yellow pages print
telephone directories listed in Schedules 1.1,1.2, 1.3, 1.4, 1.5 and
1.6 (a “New Product”); and
	 
	 	(iv)  	printing any new section not previously part of an existing Directory Title to
be submitted to Quebecor for insertion and binding into such Directory Title (a “New
Section”).





     (c) Quebecor shall have the exclusive right to print all of the Directory Titles listed on
Schedule 1.4 beginning on January 1, 2012 and continuing thereafter until expiration or
termination of this Agreement, unless Quebecor is not in full compliance with Section 5.2 and
Article 7 of this Agreement.



1.3 Right of First Refusal. 




     Quebecor shall have a right of first refusal with respect to each New Opportunity subject to
the following terms and conditions:



     (a) Dex shall give Quebecor prior written notice of any New Opportunity.



     (b) Within ten (10) days after its receipt of Dex’s written notification, Quebecor may deliver
an initial bid to Dex for such New Opportunity, which bid shall include Quebecor’s proposed
pricing, scheduling, facilities, labor and materials to be used, volumes, capacity and quality
standards with respect to such New Opportunity, and which initial bid shall be no higher than the
Contract Price in effect for that year of the Term, provided that the specifications for such New
Opportunity shall be comparable to the Specifications (as that term is defined in Section 2.1(a)).



***




     (f) Quebecor’s right of first refusal with respect to any such New Opportunity shall be
subject to the parties’ execution, within thirty (30) days after the award of the New Opportunity
to Quebecor, of a mutually acceptable Addendum to this Agreement which will: (i) be consistent with
the terms of the Quebecor bid accepted by Dex, and (ii) incorporate by reference the other terms
and conditions of this Agreement. If a mutually acceptable definitive written Addendum is not
executed within such thirty (30) day period, Dex shall have the right to contract with a third
party with respect to the New Opportunity in question.



***



     1.4 Consideration /Volume. 





	 	 	 
	Legend:


	 	 
	***

	 	Indicates confidential material that has been: (i) omitted pursuant to a Request for
Confidential Treatment and (ii) filed separately with the Securities and Exchange Commission.






3









 





     (a) In consideration of the Term of this Agreement, the new Directory Titles listed in
Schedules 1.2, 1.3, 1.4, 1.5 and 1.6 and the Base Volumes set forth in Schedule
2 hereto,
Quebecor has agreed to terminate the Existing Agreement (as defined in Section 20.10) and to grant
Dex the net pricing listed in Schedule 8 hereto, which represents substantial reductions
compared with the pricing contained in the Existing Agreement.



     (b) Quebecor understands and agrees that Dex’s business and its marketplace will undergo
changes and fluctuations throughout the Term. Accordingly, Quebecor acknowledges and agrees that
nothing in this Agreement shall be interpreted as a commitment or a guarantee by Dex concerning:




	 	(i)  	the number of pages to be printed for any particular Directory Title in any
given year (it being understood that, subject to the provisions of Section 2.2, Dex
hereby reserves the right to increase or decrease such number of pages in its sole
discretion),
	 
	 	(ii)  	the number of copies of any particular Directory Title to be printed in any
given year (it being understood that, subject to the provisions of Section 2.2, Dex
hereby reserves the right to increase or decrease such number of copies in its sole
discretion), and
	 
	 	(iii)  	the number of Directory Titles to be printed in any given year (it being
understood that Dex hereby reserves the right to discontinue the publication of any
Directory Title(s) listed in Schedules 1.1, 1.2, 1.3, 1.4, 1.5
or 1.6 at any time in its sole discretion and in accordance with Section 17.1
hereof). As used herein, the term “discontinuance” shall be deemed to mean a total,
permanent cessation of publishing any Directory Title by Dex or any other entity,
including, without limitation, any successor, assignee, lessee, licensee, transferee or
affiliate of Dex.





     (c) On or prior to October 1st of each year during the Term of this Agreement, Dex
agrees to provide Quebecor with a projection of the total number of pages to be printed by Quebecor
during the next calendar year. Subject to the terms of Section 1.4(b) above, this projection will
be an estimate only, and not an obligation, guarantee or commitment of any kind whatsoever.



ARTICLE 2

SPECIFICATIONS AND SCHEDULING




     2.1 Specifications, Requirements and Quality Control. 




     (a) Quebecor shall perform the Services and prepare and print the Directory Titles in
accordance with the specifications that are designated in writing by Dex from time to time in
accordance with the provisions of this Article 2 (the “Specifications”) and with the service levels
and quality control procedures set forth in Schedule 3 hereto, as may be amended from time
to time by the parties. The initial Specifications are set forth in Schedule 4, which is
attached hereto and incorporated by this reference.





	 	 	 
	Legend:


	 	 
	***

	 	Indicates confidential material that has been: (i) omitted pursuant to a Request for
Confidential Treatment and (ii) filed separately with the Securities and Exchange Commission.






4









 





     (b) At its option, Dex may review, modify, update, delete, and add Specifications at any time,
provided written notice thereof is given to Quebecor at least thirty (30) days prior to the date on
which such change is to be implemented; provided, however, that Dex shall provide Quebecor with
such longer notice period as is commercially reasonable in the event Dex’s changes will materially
revise the Specifications. Within ten (10) days after the date of Dex’s notice, Quebecor shall
give Dex a detailed and itemized written notice if such change in the Specifications will result in
any change in Quebecor’s direct actual costs to perform the Services and provide any comments or
suggestions with respect to such change. Thereafter, Dex may proceed with, revise, or retract such
change in its sole discretion. Quebecor shall implement the change as described, and on the date
specified in Dex’s original written notice, unless Dex gives Quebecor a new written notice of a
revision to, or retraction of, such change within fifteen (15) days of Quebecor’s notice. *** If
a dispute arises relating to implementation of revised Specifications and cost increases or
decreases under this clause, either party may commence the dispute resolution procedure pursuant to
Article 19 to resolve that dispute.



     (c) If Quebecor receives written notice of a change in Specifications from Dex that Quebecor
is unable or refuses to implement within the specified timeframe, then Quebecor shall immediately
notify Dex thereof in writing. If Quebecor is unable to implement the change within the specified
timeframe, Quebecor’s notice shall explain why the change cannot be implemented on the specified
date and present Quebecor’s proposed plan and date for implementing the requested change. If,
following Dex’s delivery of the notice described in Section 2.1(b), Quebecor is unable or refuses
to implement the change in Specifications within the specified timeframe, Dex shall have the right
to move any and all Services affected by the change to another vendor until such time as Quebecor
is capable of implementing the change in Specifications. If Dex exercises its right to move any of
the Services under this Section, Quebecor shall cooperate in good faith with Dex and the other
vendor, and use all reasonable efforts to facilitate an efficient, orderly and smooth transition to
(and from) such other vendor.



     2.2 Printing and Delivery Schedule. 



     (a) Quebecor shall perform the Services and print and deliver the Directory Titles in
accordance with the printing and delivery schedule as agreed by the parties from time to time (the
“Printing and Delivery Schedule”). The initial Printing and Delivery Schedule for the calendar
year 2005 is incorporated in Schedules 1.1, 1.2, 1.3, 1.5 and 1.6. All Printing and
Delivery Schedules for succeeding years (and changes thereto) shall be prepared in accordance with
the provisions of Section 2.2(b), be attached hereto, and shall become a part of this Agreement.
If, for any reason other than a Force Majeure Condition, Quebecor fails to perform the Services in
accordance with the applicable Printing and Delivery Schedule, then Quebecor shall reimburse Dex
for any and all actual additional costs incurred by Dex that are specifically and directly
attributable to such failure, including: (i) additional distribution, transportation, warehousing,
travel or employment costs (including actual overtime costs) and (ii) any fines, penalties or
similar charges assessed by any governmental or regulatory agency, but excluding any allocation of
overhead charges, lost profits or consequential damages (subject to the limitations contained in
Article 13 hereof).





	 	 	 
	Legend:


	 	 
	***

	 	Indicates confidential material that has been: (i) omitted pursuant to a Request for
Confidential Treatment and (ii) filed separately with the Securities and Exchange Commission.







5









 





     (b) On or about June 15, 2005 and as of each June 15th of each year thereafter
during the Term hereof, Dex shall provide Quebecor with a copy of the Printing and Delivery
Schedule for the following calendar year. On or about July 1, 2005 and as of September
15th of each year thereafter during the Term hereof, the parties shall meet to review
such Printing and Delivery Schedule and discuss any issues concerning such new Schedule, including
preferential loading of available capacity (i.e., Quebecor providing priority to performing the
Services at specific Quebecor facilities in North America) and additional costs options, if any. By
October 1 of each year during the Term, Quebecor and Dex will mutually agree on the Printing and
Delivery Schedule for the following year (it being understood that any resulting price increase or
decrease will be subject to the mutual agreement of the parties). Quebecor shall use its best
efforts to accommodate and agree to each Printing and Delivery Schedule provided by Dex pursuant to
this Section 2.2(b). If Quebecor agrees to implement a new Printing and Delivery Schedule, but is
unable to meet Dex’s required ship date for a particular Directory Title set forth in such Printing
and Delivery Schedule, then Dex shall have the right to move any such Directory Title(s) to another
vendor as described in subsection (d) below.



     (c) The parties acknowledge and agree that in order to fulfill the purpose of this Agreement,
changes to the Printing and Delivery Schedule must be considered an ongoing and iterative process.
At its option, Dex, at no additional charge, may make changes to the Printing and Delivery Schedule
for any calendar year, at any time, so long as: (i) Dex gives Quebecor at least thirty (30) days
prior written notice of such changes in the case of any Directory Title with 56,000 MPPs or less (a
“Small Title”) and (ii) in the case of any other Directory Title (a “Large Title”) (A) the date
changes are seven (7) days or less; and (B) Dex gives Quebecor at least ninety (90) days prior
written notice. If Dex proposes more extensive changes (a “Material Change”), Quebecor shall
promptly advise Dex if any such Material Change in the Printing and Delivery Schedule will result
in any change in Quebecor’s Incremental Costs and provide any comments or suggestions with respect
to such change. Thereafter, Dex may proceed with, revise, or retract such Material Change in its
sole discretion. Quebecor shall implement the Material Change as described in Dex’s original
written notice unless Dex gives Quebecor a new written notice of a revision to, or retraction of,
such Material Change within fifteen (15) days of Quebecor’s notice. ***



     (d) If Dex exercises its right to move any of the Services under this Section, Quebecor shall
cooperate in good faith with Dex and the other vendor, and use all reasonable efforts to facilitate
an efficient, orderly and smooth transition to (and from) such other vendor.



     (e) Dex shall use its best efforts to provide Quebecor with reasonable advance notice of any
material change in the number of pages in any particular Directory Title or in the number of copies
thereof.



     2.3 Reprints and Secondary Printings. 



     (a) In the event it is necessary to replace or supplement a defective Directory Title (a
“Reprint”) as a result of an act or omission of Dex, Quebecor shall print and deliver such Reprints
pursuant to Dex’s direction: (i) within four (4) weeks of Dex’s request and at ***% of



	 	 	 
	Legend:


	 	 
	***

	 	Indicates confidential material that has been: (i) omitted pursuant to a Request for
Confidential Treatment and (ii) filed separately with the Securities and Exchange Commission.







6









 





the price
charged per directory for printing the original quantity (in the case of any Small Title) and (ii)
within six (6) weeks of Dex’s request and at ***% of the price charged per directory for
printing the original quantity (in the case of any Large Title). If Dex requests a quicker
delivery of any such Reprint, Quebecor shall not be required to meet such request unless the
parties mutually agree on the price and other terms and conditions relating to the printing and
delivery of such Reprint. If it is necessary to print and deliver a Reprint as a result of any act
or omission of Quebecor, Quebecor shall perform such Reprint in the relevant timeframe described
above and shall bear all costs of such Reprint, subject to the limitations contained in Sections
13.1 and 13.2 of this Agreement.



     (b) In the event it is necessary to reprint a Directory Title other than by reason of a defect
therein (a “Secondary Printing”), and provided that Dex’s original printed quantity for such
Directory Title is equal to or larger than the quantity of such Directory Title printed in the
immediately preceding year, Quebecor shall print and deliver such Secondary Printing pursuant to
Dex’s direction within ninety (90) days of Dex’s request and at ***% of the price charged per
directory for printing the original quantity (provided that such obligation shall terminate twelve
(12) months following the date that the printing of the original quantity was completed). If the
original printed quantity for such Directory Title is less than the quantity of such Directory
Title printed in the immediately preceding year, then the price charged for such Secondary Printing
shall be the then-current price as set forth in Schedule 8.



     2.4 Incremental Costs.



     (a) As used in this Agreement, the term “Incremental Costs” means all changes in costs of
Quebecor that occur as a result of the specific change, change in Specifications, Additional
Improvement (as that term is defined in Section 5.3) or other action in question (an “Objective”),
including without limitation the change in costs specifically attributable to the achievement of
the Objective and any capital investment required to achieve the Objective. For purposes of
Sections 2.1(b) and 2.2(c), Quebecor’s Incremental Costs shall: ***



     (b) If capital investment is included in the identified Incremental Costs, then (i) if the
capital investment is equal to or less than $***, it shall be charged to the Objective or (ii) if
the capital investment is greater than $***, Quebecor and Dex shall mutually review and agree on a
business case to justify the capital expenditure and to amortize the capital investment and
required rate of return over the normal amortization period for the asset; provided that Dex shall
be required to pay, as a percentage of such amortized costs, no more than an amount proportional to
the capacity of the capital investments/improvements used by Dex.



ARTICLE 3

LOCATION(S), DELIVERY AND STORAGE




     3.1 Location. 



     (a) Subject to the provisions of Section 3.1(b), all Services shall be performed at Quebecor’s
printing plant located in *** and at such other Quebecor printing plant(s) as may be




	 	 	 
	Legend:


	 	 
	***

	 	Indicates confidential material that has been: (i) omitted pursuant to a Request for
Confidential Treatment and (ii) filed separately with the Securities and Exchange Commission.






7









 







mutually
agreed to and identified in the Printing and Delivery Schedule relating to each year during the
Term (each, an “Other Plant”). In assessing the suitability of an Other Plant for Quebecor’s
provision of the Services, the parties agree to take into consideration the objective of
minimizing the freight costs associated with printing and picking up the relevant Directory
Title(s) at such Other Plant.



     (b) Notwithstanding the provisions of Section 3.1(a), Schedule 5 sets forth the
mutually agreed locations of: (i) the Quebecor printing plants at which the Directory Titles will
be printed commencing on the Execution Date and (ii) the Quebecor printing plants to which certain
Directory Titles will be transferred in the future. In the event the location of the printing of a
Directory Title is changed to a location different than the relevant location identified in
Schedule 5, a freight true up process (the “Freight True-Up Process”) will be performed.
***



     3.2 Ready Dates.



     Quebecor shall have all directories ready for pick-up by Dex or its designee(s) at the ***
(and the relevant Other Plants, as applicable) in accordance with the quantities, schedule and
requirements specified in the Printing and Delivery Schedule. If at any time Quebecor has reason
to believe that any particular Directory Title will not be ready as scheduled, Quebecor shall
immediately notify Dex of the anticipated delay.



     3.3 Storage. 



     Quebecor shall hold, and safely store, any and all Directory Titles that are ready for pick-up
until the date specified for pick-up or delivery of that Directory Title on the Printing and
Delivery Schedule or until such directories are actually picked up, whichever is later. If no
pick-up date is specified on the Printing and Delivery Schedule for a Directory Title, then
Quebecor shall promptly notify Dex and Dex shall specify a pick-up date for such Directory Title as
soon as reasonably possible. Dex shall not be charged for any storage of directories unless such
directories remain in storage for more than *** calendar days after the scheduled date for pick-up
by Dex or its designee(s).



     3.4 Preparation and Delivery. 



     (a) Quebecor shall, at its own cost, prepare for transport and suitably pack all directories
to prevent damage and deterioration. All packages will be marked according to the requirements set
forth in Schedule 4;



     (b) Each Directory Title shall be delivered to Dex F.O.B. the relevant Quebecor printing plant
at which the printing of such Directory Title took place (or such other F.O.B. point as may be
mutually agreed to by the parties).



     (c) Quebecor may not make any early deliveries without Dex’s prior written authorization.



	 	 	 
	Legend:
	 	 
	 
	***

	 	Indicates confidential material that has been: (i) omitted pursuant to a Request for
Confidential Treatment and (ii) filed separately with the Securities and Exchange Commission.







8









 





     (d) To the extent the parties mutually agree to print one or more Directory Titles outside the
United States, Quebecor shall be responsible for procuring, at its own expense, all customs and
related authorizations necessary to import such Directory Titles into the United States.



     3.5 Acceptance. 



     All directories delivered by Quebecor shall be subject to final inspection and acceptance by
Dex. Final inspection will be made within a reasonable time (and in any event within thirty (30)
calendar days) after the date Dex’s initial distribution of the directories in question has been
completed. Dex may reject any or all of the directories that do not strictly conform to the terms
of this Agreement and the Specifications. Payment for any directories shall not constitute
acceptance pursuant to this Section 3.5. If: (i) Dex rejects any directories that do not strictly
conform to the terms of this Agreement and the Specifications and (ii) the parties mutually agree
in good faith that such lack of conformity was solely due to Quebecor’s error or omission, then Dex
shall have the rights and recourses set forth in Article 13 hereof.



     3.6 Risk of Loss and Title. 



     The risk of loss for and title to each of the directories shall vest in Dex when such
directories have been picked up by Dex or its designee(s).



ARTICLE 4

FACILITIES, LABOR, AND MATERIALS




     4.1 Labor, Tools, Materials and Facilities. 



     Upon execution and throughout the Term of this Agreement, Quebecor covenants that:



     (a) Except as provided in Section 4.5 below, Quebecor will provide all labor, tools,
equipment, material and facilities necessary to perform the Services and fulfill its obligations
hereunder on a timely basis in accordance with this Agreement;



     (b) All Quebecor’s tools, equipment, materials and facilities will be maintained in good
operating condition, and all commercially reasonable repairs and replacements thereof will be made
on a timely basis to enable Quebecor to perform its obligations in accordance with this Agreement;



     (c) Quebecor shall employ or contract with all labor necessary to perform the Services and
fulfill its obligations hereunder on a timely basis in accordance with this Agreement, and Quebecor
shall use all reasonable efforts to avoid any and all labor shortages, slowdowns, strikes, and
walkouts and to promptly resolve any labor disputes that might affect its performance of this
Agreement in any way;



     (d) Quebecor shall use all commercially reasonable efforts to update, upgrade, increase, and
improve its labor force, tools, equipment, materials, processes and facilities to




	 	 	 
	Legend:
	 	 
	 
	***

	 	Indicates confidential material that has been: (i) omitted pursuant to a Request for
Confidential Treatment and (ii) filed separately with the Securities and Exchange Commission.






9









 







remain consistent
with best industry practices and standard, including taking all such action as otherwise required
by Article 5 hereof, and to comply with the Specifications and Schedules as may be amended from
time to time;



     (e) Quebecor will, at its own cost and expense, maintain and renew any and all approvals,
bonds, licenses, permits, and consents which are necessary to perform its obligations in accordance
with this Agreement;



     (f) Quebecor shall not subcontract any of its obligations under this Agreement to any third
parties without the prior written consent of Dex, which shall not be unreasonably delayed or
withheld; and



     (g) Quebecor shall comply with all applicable federal, state, and local laws, rules,
regulations, court orders, and governmental or regulatory agency orders.



     4.2 Dex Property. 



     Any and all tools, equipment, materials, software, documents, records, information, and other
items whatsoever (in whatever form or media) which are furnished to Quebecor by Dex (or any of
Dex’s representatives or agents), including without limitation paper, are and will remain the
property of Dex (“Dex Property”). While in Quebecor’s possession, Quebecor shall safeguard and
maintain all Dex Property in good condition, shall bear the risk of loss and maintain proper
insurance therefor, and shall not use any Dex Property for any purpose other than its performance
of the Services.



     4.3 Dex Premises.



     If and to the extent any party’s (“Party”) representatives, employees, contractors or agents
(collectively “Party Personnel”) come onto any of the other party’s (“Other Party”) premises for
any reason, the safety and health of such Party Personnel while on the Other Party’s premises will
be the sole responsibility of the Party. While on the Other Party’s premises, the Party and the
Party Personnel shall: (a) comply with all federal, state and local environmental, health and
safety requirements, including those relating to the transportation, use and handling of hazardous
materials and (b) comply with all Other Party’s rules and regulations. The Party will immediately
report any accident, injury-inducing occurrence or property damage arising from the performance of
its obligations hereunder. The Party will provide the Other Party with copies of any safety,
health or accident report that the Party files with any third party with respect to the performance
of its obligations hereunder.



     4.4 Compliance With Laws; Dex’s Code of Business Ethics and Conduct. 



     Throughout the Term of this Agreement, each party shall, at its own cost and expense, (a) pay
all fees and comply with all federal, state and local laws, ordinances, rules, regulations and
orders applicable to the performance of its obligations hereunder, and (b) comply with Dex’s Code
of Business Ethics and Conduct which can be found on Dex’s
website at www.dexmedia.com, and a copy
of which is attached to this Agreement as Schedule 11 as




	 	 	 
	Legend:
	 	 
	 
	***

	 	Indicates confidential material that has been: (i) omitted pursuant to a Request for
Confidential Treatment and (ii) filed separately with the Securities and Exchange Commission.






10









 







reference. Dex shall notify
Quebecor of any material change in such Code and any such change shall only apply to Quebecor upon
receipt of such notification by Quebecor.



     4.5 Paper for Printing. 



     (a) The terms and conditions pursuant to which Dex shall purchase and deliver paper for the
Directory Titles to be produced by Quebecor hereunder are described in Schedule 9.



     (b) Quebecor shall be responsible for designing, implementing and monitoring such internal
controls and procedures as shall be necessary to effectively track and provide Dex with accurate
reporting with respect to all inventories of paper delivered to Quebecor by Dex pursuant to Section
4.5(a). Upon ten (10) days prior written notice, Dex shall have the right to appoint an independent
auditor selected amongst the nationally recognized auditing firms to audit the effectiveness of
Quebecor’s internal controls and procedures with respect to all inventories of paper delivered to
Quebecor by Dex pursuant to Section 4.5(a). Within five (5) business days of such notice: (i) the
parties will mutually agree upon the location and date of the audit and (ii) Dex will inform
Quebecor of the requested scope of the audit (which shall be consistent with the limitations of the
second sentence of this Section 4.5(b)). Audits will be conducted during normal business hours.
The auditor appointed by Dex shall undertake to keep confidential any and all information he/she
will be given access to and shall only have the right to communicate the results of its audit to
Dex and Quebecor. Dex shall bear the costs of any such audit.



ARTICLE 5

INTELLECTUAL PROPERTY; IMPROVEMENTS TO FACILITIES, TECHNOLOGY AND PROCESSES




     5.1 Intellectual Property Rights and Work Product. 



     (a) Dex shall exclusively own all of the intellectual property rights in and to all Directory
Titles which are printed by Quebecor hereunder, including but not limited to all patents,
copyrights, trade names, trademarks, trade secrets, service marks, proprietary indicia, symbols,
moral rights and other intangible rights in and to the directories, and in particular the
copyrights to the Directory Titles, the inside and outside cover designs, all guides and
information, the compilation of listings, the classified headings, the graphics, artwork and layout
and all other aspects of the directories (collectively the “Intellectual Property”). Quebecor
shall have no rights or licenses of any kind whatsoever in the Intellectual Property.



     (b) All right, title and interest in and to any and all Directory Titles, inventions,
documents, data, programs, and other tangible and intangible works of any kind hereafter produced
by Quebecor and/or its permitted subcontractors solely and specifically for the performance of any
Services or in the production of any Directory Titles for Dex under this Agreement (collectively,
the “Work Product”) shall be promptly disclosed and furnished to Dex. All right, title and interest
in and to the Work Product: (i) shall vest in Dex and be owned



	 	 	 
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	***

	 	Indicates confidential material that has been: (i) omitted pursuant to a Request for
Confidential Treatment and (ii) filed separately with the Securities and Exchange Commission.






11









 







by Dex outright as a matter of law
and (ii) shall be deemed a “work made for hire.” To the extent such Work Product may not be
considered a work made for hire, Quebecor assigns to Dex all right, title and interest in the Work
Product, including all copyrights, patents and applications therefor. Upon request, and without
charge, Quebecor agrees to reasonably assist Dex (including
executing assignments and other papers) as may be required to protect, convey and enforce the
rights of Dex in the Work Product.



     (c) Notwithstanding Section 5.1(b) above, Dex agrees that the term “Work Product” shall not
include any Quebecor IP (as defined below) or commercially available third party software,
hardware, tools or other products incorporated in the Directory Titles, or that are otherwise
utilized by Quebecor in the performance of the Services, or the production of the Directory Titles.
Quebecor shall not make the Work Product developed hereunder available to any third party without
the prior written consent of Dex, and further acknowledges that such Work Product shall be regarded
as Confidential Information (as that term is defied in Section 10.1) of Dex for all purposes.



     (d) Any software, utilities, solutions, designs, techniques, methods, methodologies, tools,
processes, templates, data or other materials, information or intellectual property used or
referenced by Quebecor in the performance of the Services and created or developed prior to the
date of this Agreement, or that are not solely developed for the production of the Directory Titles
hereunder, and any additions, enhancements or modifications thereto, and all patent, copyright,
trademark, trade secret and other intellectual property rights related to any of the foregoing
(collectively, “Quebecor IP”), shall remain the sole and exclusive property of Quebecor (or its
licensor). Dex shall not obtain, whether pursuant to this Agreement, by estoppel, implication or
otherwise, any license, right or other interest in or to any Quebecor IP except as otherwise
expressly provided below in this Section 5.1(d). Quebecor shall and does hereby grant to Dex, its
parent company and affiliates, a fully paid up, royalty-free, non-exclusive, transferable,
irrevocable and perpetual right and license to use for its own internal business purposes, those
portions of the Quebecor IP that are actually embedded into the Directory Titles furnished to Dex,
if any, but only to the extent so incorporated, and not otherwise directly licensed by Dex.



     (e) Quebecor and its personnel may freely use and disclose, including, without limitation, in
the performance of services for others, their general skills, knowledge, experience, and know-how,
including, without limitation, general processes, concepts, methods, techniques and other residual
information learned in the performance of the Services; provided, however, that under no
circumstances shall this provision be construed so as to permit Quebecor, its employees and
permitted subcontractors, to disclose any Confidential Information in violation of Quebecor’s
obligations hereunder, or to use any Work Product owned by Dex, or otherwise developed for Dex
hereunder, for any purpose unrelated to the performance of the Services and Directory Titles for
Dex under this Agreement.



     5.2 Initial Improvements. 



     Quebecor hereby represents and covenants to Dex that it is in the process of making those
capital improvements identified and described in Schedule 6, which is attached hereto and



	 	 	 
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	 	Indicates confidential material that has been: (i) omitted pursuant to a Request for
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12









 







incorporated herein by this reference (the “Initial Improvements”). Quebecor will keep Dex informed
on an ongoing basis of the progress it is making in the implementation of the Initial Improvements
(including such information as may be reasonably helpful to Dex in connection with the
renegotiation of its paper supply contracts). During ***, Quebecor’s obligations pursuant to the
preceding sentence shall include keeping Dex informed of: (i) any backlogs that
may affect the equipment necessary to implement the Initial Improvements and (ii) the steps
Quebecor is taking to evaluate the equipment necessary to implement the Initial Improvements.
Quebecor will: (i) order the equipment necessary to implement the Initial Improvements by *** and
(ii) place such equipment into service by ***.



     5.3 Additional Improvements. 



     (a) It is acknowledged and agreed that both parties have a vital economic interest in any and
all developments, improvements and advances in the technology, equipment, manufacturing techniques
and processes (whether or not requiring capital investment, such as processes that may be improved
through time and motion studies), and materials that are used in or may be applied to the printing
industry to improve the efficiency, quality, and/or accuracy of printing, and/or reduce costs and
prices thereof (collectively “Additional Improvements”). Additional Improvements exclude all
programs that are currently in place at Quebecor and all savings defined in Quebecor’s existing
financial model concerning Dex and the Initial Improvements (it being understood that Quebecor
represents and warrants that the pricing described in Article 7 fully reflects all programs that
are currently in place at Quebecor and all savings defined in Quebecor’s existing financial model
concerning Dex and the Initial Improvements). Both parties agree to work cooperatively to identify
and implement Additional Improvements.



     (b) Quebecor agrees: (i) to devote all reasonable efforts to perform its own research and
development of, and to investigate and explore third parties’ research and development of,
Additional Improvements; (ii) to promptly advise Dex of any and all research and development which
might affect this Agreement in any way; (iii) to promptly calculate and provide Dex with a detailed
and itemized explanation of any and all Incremental Cost reductions and other, efficiencies and
economies arising out of any Additional Improvement; and (iv) subject to the provisions of Section
2.4(b), to promptly implement Additional Improvements on an ongoing basis as and when each such
Additional Improvement becomes available for use on commercially reasonable terms; provided
however, that no Additional Improvement that materially modifies Quebecor’s obligations or
performance under this Agreement, or increases Quebecor’s Incremental Costs or the prices payable
by Dex, or otherwise adversely affects Dex in any manner shall be implemented by Quebecor without
Dex’s prior written approval.



     (c) Dex may, but shall not be obligated to, perform its own research on and development of
Additional Improvements and notify Quebecor thereof. Within thirty (30) days after receipt,
Quebecor shall review and evaluate such research and development and advise Dex in writing of the
feasibility, results and economic implications of implementing such Additional Improvement. If
such Additional Improvement improves the efficiency, quality, and/or accuracy of printing, and/or
reduces Quebecor’s Incremental Costs and is available for use on




	 	 	 
	Legend:
	 	 
	 
	***

	 	Indicates confidential material that has been: (i) omitted pursuant to a Request for
Confidential Treatment and (ii) filed separately with the Securities and Exchange Commission.







13









 







commercially reasonable terms,
then Quebecor shall, subject to the provisions of Section 2.4(b), promptly implement such
Additional Improvement.



     (d) Quebecor shall pass on to Dex, when and as realized by Quebecor, ***% of any decrease in
Quebecor’s Incremental Costs that is directly attributable to any Additional Improvement
implemented by Quebecor hereunder.



ARTICLE 6

DISASTER RECOVERY PLAN




     6.1 Disaster Recovery Plan. 



     Quebecor represents and covenants that it has and will maintain a reasonable disaster recovery
plan that is sufficient to support its provision of Services and the performance of its obligations
pursuant to the Agreement upon the occurrence of any Force Majeure Condition (as defined in Section
16.1 hereof) or Condition of Disaster (as defined in Schedule 7). The current disaster
recovery plan for its *** plant and Other Plants that represent more than ***% of the total volume
of Directory Titles provided hereunder is attached hereto as Schedule 7 (the “Disaster
Plan”) and incorporated herein by reference. Quebecor represents and covenants that: (i) it will
diligently comply with any and all provisions of the Disaster Plan at the *** and each Other Plant
that represents more than ***% of the total volume of Services provided under this Agreement and
that it will not materially modify or amend such Plan without Dex’s prior written approval. Any
review or approval of the Disaster Plan by Dex shall not release Quebecor from its obligations
under this Article.



     6.2 Periodic Testing and Updating. 



     Quebecor shall periodically, and at least annually throughout the Term of this Agreement, test
the procedures outlined in the Disaster Plan, including but not limited to testing the equipment,
services, and facilities to be used in the event of a disaster within or directly affecting
Quebecor’s operations. At each annual operations review meeting and at such other times upon Dex’s
reasonable request, but not more than twice a year, Quebecor shall provide Dex with an overview and
update of the Disaster Plan, duly consider any and all suggestions and comments from Dex, and
promptly record and implement any mutually agreed upon changes to the Plan.



ARTICLE 7

PRICING




     7.1 Pricing Schedule.



	 	 	 
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	 	Indicates confidential material that has been: (i) omitted pursuant to a Request for
Confidential Treatment and (ii) filed separately with the Securities and Exchange Commission.







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     (a) Schedule 8 attached hereto sets forth the mutually agreed price schedule for the
Services. The prices set forth in Schedule 8 are based on the currently anticipated volumes
for each year of the Term and are subject to change as set forth in this Article 7. The prices
established by the Pricing Schedule or any price revision made thereto pursuant to the terms of
this Article 7 are referred to herein as the “Contract Prices”. The prices set forth in
Schedule 8 shall be applied retroactively to all services provided by Quebecor to Dex under
the Existing Agreement as from January 1, 2005.



     (b) Notwithstanding anything to the contrary herein, if the total number of pages printed by
Quebecor for Dex in any given calendar year of the Term is outside of the minimum
and maximum limits set forth in Schedule 2 for the given calendar year, then the Contract
Prices shall be adjusted as per the percentages included in such Schedule 2.



     7.2 Price Revision.



     (a) Schedule 8 includes different labor and material prices that shall come into force
and replace any previously applicable prices as of January 1, 2005 (the “2005 Prices”), on *** and
on *** respectively.



     (b) The 2005 Prices shall be firm until *** and shall be adjusted effective as of *** to
reflect an amount equal ***



     7.3 Pricing Research.



     (a) In October of each year during the Term starting in October 2008, Quebecor and Dex may ***



     (b) The audit shall consist ***



     7.4 Overruns/Underruns. 



     The actual number of copies delivered under this Agreement may, because of overruns or
underruns, vary from the number to be provided pursuant to the Printing and Delivery Schedule
(alphabetical and classified sections shall be considered one directory). If an alphabetical
section of a directory is used in other directories accompanied by different classified sections,
the allowable overrun or underrun for each directory shall be based on such classified runs rather
than on the total run for the main alphabetical section.



	 	 	 
	 	 	Allowable Overrun/Underrun
	Number or Copies Ordered	 	(the greater of the following)
	***

	 	***






     7.5 Base MPP Rates. 




	 	 	 
	Legend:
	 	 
	 
	***

	 	Indicates confidential material that has been: (i) omitted pursuant to a Request for
Confidential Treatment and (ii) filed separately with the Securities and Exchange Commission.






15









 





     (a) Quebecor represents and warrants that, solely at the specific time of execution of this
Agreement, the unit prices set forth in Schedules 8.1 through 8.6 (and in any other
applicable Schedules), when applied to the Directory Title volumes set forth in Schedules
1.1 through 1.6, result in Directory Title prices (exclusive of paper, freight, postage
and overtime costs) that, when added and divided by the applicable MPP volumes set forth in
Schedules 1.1 through 1.6, would result in the base MPP production rates set forth
in Schedules 1.1 through 1.6 (the “Base MPP Rates”).



     (b) Quebecor shall invoice Dex on a directory by directory basis based on the applicable ***
price set forth in Schedule 8.0 ***.



7.6 Price Reduction Related to Initial Improvements. 




     If the final actual cost to Quebecor of the Initial Improvements is less than $***, then: (i)
Quebecor shall promptly notify Dex of such fact in writing and (ii) the Dex Price shall immediately
be reduced, over the number of months then remaining in the Term, by an amount equal to ***.



ARTICLE 8

INVOICING AND PAYMENT




     8.1 Payments to Quebecor.



     Subject to the terms and conditions of this Agreement, Quebecor will be paid for its provision
of Services in accordance with the terms of this Article 8.



     8.2 Invoices.



     Quebecor will issue each invoice within thirty (30) days following the delivery of each
particular Directory Title as provided in Article 3 hereof. Quebecor will invoice Dex in such form
and by such method as Dex may specify from time to time by notice to Quebecor. Each invoice shall
contain an itemized description of the Services covered by such invoice and all applicable charges
and taxes (exclusive of taxes based on Quebecor’s income). Quebecor will be responsible for
charging the correct taxes with respect to the Services identified on each invoice. If any tax
claim arises based on an invoice prepared by Quebecor, Quebecor will be responsible for any
penalties and interest associated with any additional tax assessment arising therefrom, but solely
to the extent Quebecor negligently, deliberately or knowingly invoiced to Dex an incorrect tax
amount or negligently, deliberately or knowingly omitted an applicable tax. If Quebecor has not
negligently, deliberately or knowingly invoiced an incorrect amount or omitted to invoice any such
tax on its invoices to Dex, then Dex shall be solely responsible for any such additional tax
assessment, penalties and interest.



     8.3 Payment of Undisputed Charges.



	 	 	 
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     Dex will pay Quebecor, in U.S. Dollars, the undisputed amounts of any charges set forth in any
properly submitted invoice within thirty (30) days following receipt thereof. Such payment shall
be made by check or electronic funds transfer, at the discretion of Dex.



     8.4 Disputed Charges.



     Dex will notify Quebecor, in writing, of any good faith dispute with respect to an invoice or
any charges set forth therein. Dex shall not be required to pay any disputed amounts until such
time (the “Resolution Date”) as the dispute concerning such amounts is resolved by, (i) agreement
of the parties, or (ii) as otherwise set forth in Article 19 hereof. Interest with respect to any
disputed charge shall begin to accrue on the date that is thirty (30) days after the relevant
Resolution Date; no interest on any disputed charge shall accrue, or be payable by Dex, prior to
such date. Notwithstanding the foregoing, if Dex or Quebecor has requested a price revision
pursuant to the terms of Article 7 hereof, Dex will continue to be invoiced and pay the prices
in effect prior to the request for the price revision, until such time as the price revision is
either, (i) agreed to by the parties, or (ii) otherwise resolved as set forth in Article 19 hereof.



     8.5 Overpayment. 



     Quebecor shall promptly notify Dex of receipt by Quebecor of any overpayment in connection
with an invoice. In the event Dex should overpay an invoice, Quebecor shall, at the sole
discretion of Dex and as directed by Dex in written notice to Quebecor (the “Credit Notice”),
either (i) immediately credit such overpayment against future invoices for Services; or (ii) return
the overpayment to Dex within fifteen (15) days after Dex’s request therefor. In the event no
Credit Notice is received by Quebecor, any overpayments shall be remitted to Dex by check or
electronic funds transfer within ninety (90) days of receipt by Quebecor of such overpayment.



ARTICLE 9

RELATIONSHIP MANAGERS, MEETINGS, REPORTING,

INSPECTIONS, AND AUDITS




     9.1 Relationship Managers. 



     Each party shall designate one of its management employees to act as its “Relationship
Manager” for purposes of this Agreement. As of the date of execution, the parties hereby appoint
the Vice President, Operations from Dex and Senior Vice President, Sales from Quebecor. Either
party may change its Relationship Manager at any time upon giving written notice in accordance with
this Agreement; provided however, that the parties shall use all reasonable efforts to limit
changes so as to minimize any disruption of their business relationship.



     9.2 Role and Responsibilities of the Relationship Managers. 

 

	 	 	 
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     The role of each Relationship Manager is to provide a primary point of contact through which
the parties can address any questions or issues that may arise during the Term of the Agreement.
The Relationship Managers shall use all reasonable efforts to perform their responsibilities, which
shall include:



     (a) facilitating communication and cooperation, minimizing conflict, and maintaining a
relationship that furthers the parties’ shared interests and objectives;



     (b) cooperating to ensure that the actual relationship between the parties reflects as closely
as possible each party’s intentions;



     (c) responding to questions and resolving disputes referred to them by the parties’ employees
having direct responsibility for the Services to be provided and the day-to-day operations involved
in or affected by this Agreement;



     (d) communicating, reviewing, and negotiating (when contemplated) any and all material changes
to the Services, the Schedules and the Agreement, subject to each party’s proper approval of any
such change by the appropriate internal level of authority;



     (e) communicating and reviewing Pricing Research and Additional Improvement information and
negotiating (when contemplated) any changes to the Agreement arising therefrom, subject to each
party’s proper approval of any such change by the appropriate internal level of authority; and



     (f) reviewing and discussing, on at least a quarterly and annual basis, (i) each party’s
processes, techniques and operations relating to the Agreement, (ii) each party’s performance and
compliance under the Agreement, (iii) each party’s strategic plans and objectives relating to the
Agreement, and (v) Quebecor’s invoicing and Dex’s payment for Services under the Agreement.



     9.3 Meetings. 



     In addition to meeting for the quarterly and annual reviews described above, the Relationship
Managers will meet (either in person or via conference call) from time to time, as requested by
either party, for the purpose of formally reviewing the Agreement and discussing high-level
relationship and performance issues. Unless otherwise agreed, such ad hoc meetings will take place
within ten (10) days after notice by the requesting party to the other party of its convening of a
Relationship Managers’ meeting.



     9.4 Decisions of Relationship Managers and Escalation of Disputes. 



     Decisions of the Relationship Managers shall be made in accordance with the terms and
conditions of this Agreement and each party’s internal approval procedures and shall be binding on
the parties. If the Agreement specifies that an issue will only take effect if agreed between the
parties, then the resolution will only be passed if both Relationship Managers agree, subject to
the Relationship Managers having obtained prior proper approval by the appropriate internal

 

	 	 	 
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Confidential Treatment and (ii) filed separately with the Securities and Exchange Commission.






18









 







level
of authority, if necessary. If the Agreement specifies that a party has an approval right or
discretion, then the other party’s Relationship Manager can make objections and recommendations,
but cannot prevent such party from making a particular decision nor force such party to make a
particular decision. If the Agreement is silent on a matter, the Relationship Managers will work
in good faith to address the issue. If, for any reason, the Relationship Managers are unable to
resolve any issue or dispute, then it shall be resolved in accordance with the dispute resolution
process described in Article 19 of this Agreement.



     9.5 Reporting. 



     In addition to the foregoing responsibilities, Quebecor’s Relationship Manager shall be
responsible for providing the Dex Relationship Manager with the periodic reports described in
Schedule 10.



     9.6 Inspection and Audit Rights. 



     Upon ten (10) days prior written notice, Dex shall have the right to:



     (a) inspect any and all printing plant(s), facilities, processes, tools, equipment, and other
materials used by Quebecor or its agents in performing any of Quebecor’s obligations under this
Agreement;



     (b) talk with any of Quebecor’s employees, contractors and agents who are, in any way,
involved in performing any of Quebecor’s obligations under this Agreement;



     (c) inspect any of the directories that are in the process of being printed or have been
printed by Quebecor for Dex; and



     (d) no more than once per calendar year, appoint an independent external auditor selected
amongst the nationally recognized auditing firms to inspect any and all books and records of
Quebecor (in any form or media) relating to this Agreement for the purpose of assessing (i) the
accuracy of Quebecor’s invoices, Incremental Costs and pricing; (ii) the Additional Improvement
information, and (iii) Quebecor’s compliance with this Agreement. Within five (5) business days of
such notice: (i) the parties will mutually agree upon the location and date of the audit and (ii)
Dex will inform Quebecor of the requested scope of the audit (which shall be consistent with the
limitations of the first sentence of this Section 9.6(d)). Audits will be conducted during normal
business hours. The auditor appointed by Dex shall undertake to keep confidential any and all
information he/she will be given access to and shall only have the right to communicate the results
of its audit to Dex and Quebecor. Dex shall bear the costs of any audit, unless the audit reveals a
material discrepancy in the information previously supplied by Quebecor, in which case the costs of
the audit will be borne by Quebecor.



     Except as it relates to paragraph (d) above or with respect to Article 7, Dex may use its own
internal auditors or it may engage a reputable independent third party to perform any audits or
inspections. Any audits and inspections shall be conducted during normal business hours at a
 

	 	 	 
	Legend:
	 	 
	 
	***

	 	Indicates confidential material that has been: (i) omitted pursuant to a Request for
Confidential Treatment and (ii) filed separately with the Securities and Exchange Commission.






19









 





time
and place reasonably agreed upon by Quebecor and Dex with minimal interference to Quebecor’s normal
business operations.



     9.7 Record Retention. 



     Quebecor will retain all its books and records (in any form or media) relating to this
Agreement for a minimum period of five (5) years following Quebecor’s provision of the Services
relating to the production of each particular Directory Title under this Agreement.



ARTICLE 10

CONFIDENTIAL INFORMATION




     10.1 Confidential Information. 



     As used in this Agreement, “Confidential Information” shall mean and refer to any and all
technical or business information (including but not limited to third party information), furnished
or disclosed by one party or its agents (the “Disclosing Party”), in whatever tangible form or
medium, to the other party (the “Receiving Party”), that is clearly and conspicuously marked as
being “confidential” or “proprietary,” or in the case of information which is orally disclosed,
which is identified as being confidential in writing delivered to the Receiving Party, within ten
(10) days after the date of such oral disclosure. By executing this Agreement, the parties
expressly acknowledge and agree that the terms and conditions of this Agreement, including the
schedules appended hereto, as they may be amended from time to time, shall be treated as
Confidential Information as per the terms of this Article 10. All Confidential Information shall
remain the property of the Disclosing Party and no license or other rights in the Confidential
Information are granted by virtue of this Agreement.



     10.2 Exclusions from Confidentiality Obligation. 



     Confidential Information shall not include any information that: (i) is already in the
possession of, is known to, or is independently developed by the Receiving Party as evidenced by
documentation; (b) is or becomes publicly available through no fault of the Receiving Party; (c) is
obtained by the Receiving Party from a third person without breach by such third person of an
obligation of confidence with respect to such information disclosed; (d) is disclosed without
restriction by the Disclosing Party; or (e) is required to be disclosed pursuant to the order or
requirement of a court, regulatory agency, or other government body of competent jurisdiction. If
the Receiving Party is subject to an order or requirement to disclose Confidential Information, it
shall notify the Disclosing Party immediately of such order or requirement to disclose (unless
prohibited by such court, agency or government body) and use reasonable efforts to resist, or to
assist the Disclosing Party in resisting, such disclosure and, if such disclosure must be made, to
obtain or assist in obtaining a protective order or comparable assurance that the Confidential
Information disclosed shall be held in confidence and not be further disclosed absent the
Disclosing Party’s prior written consent. The Receiving Party agrees to disclose only those
portions of the Disclosing Party’s Confidential Information necessary to comply with such order or
requirement.



	 	 	 
	Legend:
	 	 
	 
	***

	 	Indicates confidential material that has been: (i) omitted pursuant to a Request for
Confidential Treatment and (ii) filed separately with the Securities and Exchange Commission.






20









 





     10.3 Use and Disclosure Restrictions. 



     The Receiving Party agrees: (i) to use the Confidential Information solely for the purpose of
performing its obligations and exercising its rights under this Agreement; (ii) to make such number
of copies of such Confidential Information as may be reasonably necessary for such purpose; and
(iii) not to disclose any Confidential Information to any third party except to those employees of
the Receiving Party who have a need to know such Confidential Information for purposes of
fulfilling the Receiving Party’s obligations hereunder and who are bound in writing to maintain the
confidentiality of such Confidential Information, and if necessary, to its auditors
and professional advisers. The obligations set forth herein shall be satisfied by each party
through the exercise of at least the same degree of care used to restrict disclosure of its own
information of like importance.



     10.4 Return or Destruction. 



     Upon the expiration or termination of the Agreement, or at any time upon the request of the
Disclosing Party, all Confidential Information, together with any and all copies of same as may be
authorized herein and any and all documents, notes or other materials incorporating any of the
Confidential Information in whatever form or media, shall be returned by the Receiving Party to the
Disclosing Party or certified destroyed by the Receiving Party, at the Disclosing Party’s election.
The provisions of this Article 10 shall survive for a period of three (3) years following the
expiration or termination of this Agreement.



ARTICLE 11

REPRESENTATIONS AND WARRANTIES




     11.1 Representations and Warranties by Quebecor. 



     Quebecor represents and warrants to Dex that:



     (a) all Services will be performed in a professional and workmanlike manner, consistent with
industry standards;



     (b) all Services will conform to applicable Specifications and Schedules;




     (c) Quebecor will provide ongoing, accurate and complete Additional Improvement information to
Dex, and Quebecor will use such information to ensure that any and all cost savings contemplated by
Sections 2.1, 2.2 and 5.3 and Article 7 are passed onto Dex and included in the price calculations
for each year during the Term;



     (d) Quebecor has the requisite ownership, rights and licenses to perform its obligations under
this Agreement fully as contemplated hereby and to grant to Dex all rights with respect to the
Services and the printed directories free and clear from any and all liens, adverse claims,
encumbrances and interests of any third party;


 

	 	 	 
	Legend:
	 	 
	 
	***

	 	Indicates confidential material that has been: (i) omitted pursuant to a Request for
Confidential Treatment and (ii) filed separately with the Securities and Exchange Commission.








21








 





     (e)	there are no pending lawsuits, claims, disputes or actions adversely and materially affecting any Services or Quebecor's ability to perform its obligations hereunder;


     (f)	to the best of Quebecor's knowledge, the Services do not violate, infringe, or misappropriate any patent, copyright, trademark, trade secret, or other intellectual property or proprietary right of any third party; and


     (g)	Quebecor has all approvals, bonds, licenses, permits, and consents which are necessary to perform its obligations in accordance with this Agreement.



     11.2 Representations and Warranties by Dex. 



     Dex represents and warrants to Quebecor that:



     (a) In furnishing materials to Quebecor to reproduce or incorporate in any completed Directory
Title, Dex represents and warrants that such materials shall not infringe any trademark, service
mark, copyright, any other proprietary right, or any license relating thereto, contain any libelous
or otherwise actionable statement, nor otherwise violate the rights of or cause damage or injury to
any person. “Material(s)” as used in this paragraph shall include, without limitation, titles,
brand names, photographs, designs, drawings, photographic images, prototypes, specifications,
artwork, or other such material, of whatever nature and in whatever form received by Quebecor from
or at the direction of Dex, including, without limitation, electronically communicated and
digitally scanned material;



     (b) all materials supplied by Dex will conform to applicable Specifications and Schedules;




     (c) Dex has the requisite ownership, rights and licenses to publish the Directory Titles and
to perform its obligations under this Agreement fully as contemplated hereby;



     (d) there are no pending lawsuits, claims, disputes or actions adversely affecting Dex’s
financial standing or ability to perform its obligations hereunder;



     (e) to the best of Dex’s knowledge, nothing contained in the material supplied by Dex
violates, infringes, or misappropriates any patent, copyright, trademark, trade secret, or other
intellectual property or proprietary right of any third party; and



     (f) Dex has all approvals, bonds, licenses, permits, and consents which are necessary to
publish the Directory Titles and to perform its obligations in accordance with this Agreement.



     11.3 Mutual Representations and Warranties. 



     Each party represents and warrants to the other party that:



     (a) it is a corporation duly incorporated, validly existing and in good standing under the
laws of the state or country in which it is organized;

 

	 	 	 
	Legend:
	 	 
	 
	***

	 	Indicates confidential material that has been: (i) omitted pursuant to a Request for
Confidential Treatment and (ii) filed separately with the Securities and Exchange Commission.






22









 





     (b) it is duly qualified to do business in any state, province or region within North America
in which it is required to so qualify;



     (c) it has full power and authority to execute, deliver and perform this Agreement;




     (d) none of the execution, delivery or performance of this Agreement, nor the consummation of
the transactions contemplated hereby will result in a violation or breach of, or default under any
provision of the charter, by-laws or any material agreement to which it is party
and that at all times its performance under this Agreement will be in compliance with all
applicable federal, state and local laws and regulations.



     (e) no authorization or approval of, or filing with, or consent from any governmental agency,
authority or other body or any other third party is or will be required in connection with its
execution, delivery or performance of this Agreement or its consummation of the transactions
contemplated hereby; and



     (f) this Agreement has been duly and validly authorized, executed and delivered and
constitutes a valid and binding agreement enforceable against it in accordance with its terms,
except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other laws relating to creditors’ rights generally and by principles
of equity.



     11.4 Exclusive Warranties. 



     The warranties and representations contained in this Article 11 are the only warranties and
representations made by Quebecor and Dex, as applicable, and all other warranties, express or
implied, are hereby specifically excluded, including but not limited to the warranty of
merchantability and fitness for a particular purpose (as it relates to Quebecor).



ARTICLE 12

INDEMNIFICATION




     12.1 Definition of “Claims”. 



     The term “Claims” as used in this Agreement shall mean any and all actually incurred
liabilities, obligations, losses, damages, deficiencies, demands, claims, penalties, settlements,
judgments, actions, proceedings and suits of whatever kind and nature and all reasonable costs and
expenses, including reasonable attorneys’ fees.



     12.2 Indemnification by Quebecor. 



     (a) Subject to Article 13 herein, Quebecor agrees, at its own cost and expense, to indemnify,
defend and hold Dex (including Dex’s officers, directors, employees and agents) harmless from and
against any and all Claims to the extent such Claims arise out of or relate to:



	 	 	 
	Legend:
	 	 
	 
	***

	 	Indicates confidential material that has been: (i) omitted pursuant to a Request for
Confidential Treatment and (ii) filed separately with the Securities and Exchange Commission.







23









 







(a) any material
breach of the representations, warranties, or agreements of Quebecor set forth in this Agreement,
(b) the infringement of any patent, trademark, service mark, trade secret, copyright or any other
proprietary right of any third party arising from Quebecor’s performance of this Agreement, to the
extent such damages are caused by Quebecor’s unauthorized change or deletion of Dex furnished
material or related to Quebecor’s printing processes; (c) the death or bodily injury of any agent,
employee, customer or business invitee of Dex due to any act, omission or fault of Quebecor, (d)
the damage, loss or destruction of any property of Dex due to any act, omission or fault of
Quebecor, or (e) any act, omission or fault of Quebecor or its employees and agents. Any dispute
concerning revision or termination of the Agreement under
this Section shall be resolved in accordance with the dispute resolution process described in
Article 19.



     (b) In the event of a Claim that Quebecor’s performance of this Agreement infringes on any
patent, trademark, service mark, trade secret, copyright or any other proprietary right of any
third party, Quebecor will, at its expense, either obtain any and all necessary rights, licenses
and authorizations to continue using the equipment and materials that are the subject of the Claim
or replace or modify them to be non-infringing and of equivalent functionality to continue the
provision of the Services. If neither of these alternatives is possible under reasonable commercial
terms, Quebecor shall promptly notify Dex and the parties shall meet to evaluate and quantify the
resulting effect on the performance of Services hereunder and use reasonable efforts to revise the
Agreement accordingly, if feasible. If the parties cannot find a mutually agreeable solution after
thorough investigation and good faith negotiations, the matter shall be resolved in accordance with
the dispute resolution process described in Article 19, it being understood and agreed that *** .



     12.3 Indemnification by Dex. 



     Subject to Article 13 herein, Dex agrees, at its own cost and expense, to indemnify, defend
and hold Quebecor (including Quebecor’s officers, directors, employees and agents) harmless from
and against any and all Claims to the extent such Claims arise out of or relate to: (a) any
material breach of the representations, warranties, or agreements of Dex set forth in this
Agreement, (b) actual or alleged infringement of any intellectual property or proprietary
right (including, but not limited to, trademark, trade secret, patent or copyright rights), arising
from, relating to or as a result of the printing, binding, publishing or distribution of any
Directory Title produced hereunder or arising from, relating to or as a result of any material, of
whatever nature and in whatever form received by Quebecor from or at the direction of Dex, included
in the directories, provided that Dex shall not be liable hereunder to the extent of damages caused
by Quebecor’s unauthorized change or deletion of Dex furnished material; (c) the death or bodily
injury of any agent, employee, customer or business invitee of Quebecor due to any act, omission or
fault of Dex, (d) the damage, loss or destruction of any property of Quebecor due to any act,
omission or fault of Dex, or (e) any act, omission or fault of Dex or its employees and agents. Any
dispute concerning revision or termination of the Agreement under this Section shall be resolved in
accordance with the dispute resolution process described in Article 19.



     12.4 Notice and Process. 



	 	 	 
	Legend:
	 	 
	 
	***

	 	Indicates confidential material that has been: (i) omitted pursuant to a Request for
Confidential Treatment and (ii) filed separately with the Securities and Exchange Commission.






24









 






     The indemnified party shall give prompt written notice in reasonable detail and stating
the basis therefor (the “Notice of Claim”) to the indemnifying party of any Claim for which
indemnification is being sought hereunder within ten (10) calendar days after its knowledge
thereof; provided that, any failure by the indemnified party to provide any such notice to the
indemnifying party shall not relieve the indemnifying party of or from any of its obligations
hereunder except to the extent that the indemnifying party suffers prejudice as a result of such
failure.



     12.5 Defense of a Claim. 



     If the facts giving rise to such indemnification involve any actual or threatened Claim by or
against a third party, the indemnifying party shall be entitled to control the defense of such
Claim in the name of the indemnified party, with counsel reasonably satisfactory to the indemnified
party. Whether or not the indemnified part chooses to defend such Claim, the parties hereto shall
cooperate in the prosecution or defense of such Claim and shall furnish such records, information
and testimony and attend to such proceedings as may be reasonably requested in connection
therewith. The indemnified party shall make no settlement of any Claim which would give rise to
liability on the part of the indemnifying party without the indemnifying party’s prior written
consent, which consent shall not be unreasonably withheld or delayed, and the indemnifying party
shall not be liable for the amount of any settlement effected without its prior written consent.
In the event the indemnifying party assumes the defense of a Claim and obtains a settlement offer
from a third party in respect of such Claim and wishes to accept the same, and the indemnified
party, after being provided written notice of such settlement offer, refuses to authorize the
indemnifying party to accept the same, the indemnified party shall continue the defense of such
Claim, provided that the indemnifying party shall not become liable for damages or costs, if any,
ultimately payable by the indemnified party on account of such claim in excess of the amount which
would otherwise have been paid by the indemnifying party in connection with and pursuant to the
proposed settlement of such Claim.



     12.6 No Indemnification Obligation. 



     Neither party shall have the obligation to indemnify the other party to the extent a Claim
arises from the other party’s negligence or willful misconduct.



     12.7 Remedies Cumulative. 



     Except as otherwise provided herein, a party’s exercise of its right to indemnification
hereunder shall not preclude the assertion by such party of any other rights or the seeking of any
other remedies against the other party hereto.



ARTICLE 13

LIMITATION OF LIABILITY




     13.1 Consequential Damages. 



	 	 	 
	Legend:
	 	 
	 
	***

	 	Indicates confidential material that has been: (i) omitted pursuant to a Request for
Confidential Treatment and (ii) filed separately with the Securities and Exchange Commission.






25










 






     Neither party shall be liable to the other for consequential, incidental, indirect,
punitive or special damages, including commercial loss and lost profits, however caused and
regardless of legal theory or foreseeability, directly or indirectly arising under this Agreement,
even if such party has been apprised of the possibility of such damages; provided, however, that
such limitation shall not apply to: (a) any breach by either party of its respective obligations
of confidentiality under this Agreement, or (b) any claim of infringement, violation or
misappropriation of any copyright, trademark, patent, trade secret or other intellectual property
right of any third party.



     13.2 Claims; Limitations of Liability. 




     (a) All claims for defective or damaged Directory Title(s) or for shortages or delayed
deliveries must be made by Dex in writing within *** calendar days after Quebecor’s final delivery
of the affected Directory Title(s); ***. Failure to make such a claim within such period shall
constitute an irrevocable acceptance of the Directory Title(s) and an admission that it(they) fully
complies(y) with all of the terms, conditions and Specifications of this Agreement.




	 	(b)  	Notwithstanding anything to the contrary herein:
	 
	 	(i)  	Quebecor’s liability for defective or damaged Directory Title(s) shall be
limited, at Dex’s option, to (A) *** or (B) *** under this Agreement, plus any
disposal, transportation and other direct reasonable charges incurred by Dex in
relation with the disposal of any affected directories; and
	 
	 	(ii)  	Quebecor’s liability for shortages or delayed delivery of any Directory Title
(for any reason other than a Force Majeure Condition or Dex’s failure to provide
material within the deadlines and applicable Specifications or otherwise substantially
in conformity with terms of this Agreement) shall be limited, at Dex’s option, to ***.





     13.3 Subscribers/Advertisers Claims. 



     (a) Subject to the provisions of Section 13.2 and of Sections 13.3(b) and (c), Quebecor shall
reimburse Dex for any direct loss or expense arising out of claims made by subscribers or
advertisers by reason of an error or omission in the Directory Titles caused solely by Quebecor,
including its affiliates and subcontractors.



     ***



     13.4 Material Submitted by Dex. 



     Notwithstanding anything to the contrary herein, in the event the materials submitted by Dex
do not conform to the agreed Specifications or otherwise do not meet the deadlines in the Printing
and Production Schedule, Quebecor shall have no liability for the claimed errors that are directly
related to such non-conforming materials or delay in providing materials.



	 	 	 
	Legend:
 
	 	 
	***

	 	Indicates confidential material that has been: (i) omitted pursuant to a Request for
Confidential Treatment and (ii) filed separately with the Securities and Exchange Commission.






26









 






ARTICLE 14

INSURANCE




     14.1 Maintenance of Insurance.



     At the time of execution and throughout the Term of this Agreement, Quebecor shall, at its own
cost and expense, carry and maintain the insurance coverage listed below with insurers having a
“Best’s” rating of A- or above. Quebecor shall not commence any work hereunder until Quebecor has
fulfilled all insurance requirements described below. Quebecor shall also require its
subcontractors and agents to maintain the same insurance coverage listed below.



     14.2 Workers’ Compensation Insurance. 



     Workers’ Compensation Insurance with statutory limits as required in the State(s) of
operation; and providing coverage for any employee entering onto Dex premises, even if not required
by statute.



     14.3 Employer’s Liability or “Stop Gap” Insurance. 



     Employer’s Liability or “Stop Gap” Insurance with limits of not less than $*** for each
accident.



     14.4 Commercial General Liability and Errors & Omissions Insurance. 



     (a) Commercial General Liability Insurance covering claims for bodily injury, death, personal
injury or property damage occurring or arising out of the performance of this Agreement, including
coverage for independent contractor’s protection (if any work will be subcontracted),
premises-operations, products/completed operations, and contractual liability with respect to the
liability assumed by Quebecor hereunder. The limits of insurance shall not be less than:



	 	 	 	 	 
	Each Occurrence
	 	$	*	**
	General Aggregate Limit
	 	$	*	**
	Products-Completed Operations Limit
	 	$	*	**
	Personal and Advertising Injury Limit
	 	$	*	**






     (b) Errors and Omissions Insurance covering claims for wrongful acts committed in the
rendering of services customary to the printing industry. The limits of insurance shall not be
less than:



	 	 	 
	Each claim:

Aggregate limit:

	 	$***

$***






     14.5 Comprehensive Automobile Liability Insurance.



	 	 	 
	Legend:
 
	 	 
	***

	 	Indicates confidential material that has been: (i) omitted pursuant to a Request for
Confidential Treatment and (ii) filed separately with the Securities and Exchange Commission.






27









 






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



     14.6 The Insurance Limits. 



     The insurance limits required herein may be obtained through any combination of primary and
excess or umbrella liability insurance. Quebecor shall forward to Dex certificate(s) of such
insurance upon execution of this Agreement and upon any renewal of such insurance during the term
of this Agreement. The certificate(s) shall: (i) except for 14.4(b), name Dex as name Dex as an
additional insured; (ii) provide that Dex shall receive thirty (30) days prior written notice of
any cancellation of the relevant policy; and (iii) provide that such coverage is primary and not in
excess of, or contributory with, any other valid and collectible insurance purchased or maintained
by Dex. The policies reflecting the insurance limits required herein shall contain a waiver of
subrogation in favor of Dex and its officers, directors, employees, and agents for losses arising
hereunder.



     14.7 Property Insurance. 



     Property insurance including business interruption as a result of claims for physical damages
to the properties of Quebecor, including property of Dex as described under Section 4.2 in this
Agreement.



	 	 	 
	Each claim:

	 	$ ***






ARTICLE 15

TERM AND TERMINATION




     15.1 Term of Agreement. 



     This Agreement shall be effective as of the Execution Date and shall expire on December 31,
2014, unless sooner terminated as provided in this Article 15 (the “Term”); provided, however, that
the Term shall be automatically extended for an additional year unless Dex delivers notice to
Quebecor indicating that the Term shall not be so extended at least six (6) months prior to the
end of the Term as then in effect. Notwithstanding the foregoing: (i) the prices set forth in
Schedule 8 shall be applied retroactively to all services provided by Quebecor to Dex under
the Existing Agreement as from January 1, 2005 and (ii) the total number of pages printed by
Quebecor for Dex under the Existing Agreement between January 1, 2005 and the



	 	 	 
	Legend:
 
	 	 
	***

	 	Indicates confidential material that has been: (i) omitted pursuant to a Request for
Confidential Treatment and (ii) filed separately with the Securities and Exchange Commission.






28









 






Execution Date shall
be included in determining the total number of pages printed by Quebecor for Dex in 2005 for
purposes of Section 7.1(b).




     15.2 Breach. 



     A party shall be considered in breach of this Agreement in the event such party, (i) violates
or fails to observe or comply with any material term or condition of this Agreement; or (ii)
materially breaches any of its material representations or warranties hereunder.



     15.3 Right to Cure and Event of Default. 



     Upon the occurrence of a breach, the breaching party shall have a period of thirty (30) days
(or, if cure is not feasible within such time, such other reasonable period as the parties may
mutually agree) after the date of written notice thereof from the other party in which to cure such
breach to the reasonable satisfaction of the other party. If the breaching party does not cure its
breach to the reasonable satisfaction of the other party, then as of the end of such thirty (30)
day period (or within such other mutually agreed period, as applicable), an “Event of Default” with
respect to the breaching party shall be deemed to have occurred. In addition Dex may, at its
option, declare an Event of Default with respect to Quebecor for “Chronic Failure”, for which there
shall be no opportunity to cure, if within any continuous12-month period during the Term hereof
Quebecor repeatedly and solely due to its own acts or omissions, materially fails to perform its
obligations under this Agreement. If Dex is more than *** days in arrears with respect to payments
owing to Quebecor in excess of US$*** (excluding amounts in reasonable good faith dispute of which
Dex has given Quebecor timely written notice in accordance with Section 8.4), such shall constitute
an Event of Default hereunder, and, so long as such default is continuing, Quebecor, in addition to
any other rights it may have: (i) shall have the right to suspend or discontinue the Services and
any deliveries and retain Dex’s materials and work in process until such default is cured; (ii)
shall have no obligation to recommence printing until payment is made in cash for all Services
performed prior to the date of such default; (iii) may, at its election, require security
satisfactory to Quebecor to be deposited with Quebecor to cover further work; and (iv) shall have
the right to change Dex’s credit, payment and other terms, including, without limitation, those
terms with respect to Quebecor’s obligation, if any, to supply paper hereunder.



     15.4 Termination for Cause. 



     Upon an Event of Default by a party, the other party may terminate the Agreement by giving
thirty (30) days written notice thereof to the breaching party. Thereafter, the non-breaching
party may pursue any and all available legal and equitable remedies against the defaulting party.
In addition, upon an Event of Default by Quebecor, Dex may elect to terminate only those individual
Services affected by such Event of Default without terminating the entire Agreement, in which
event, there shall be no increase in pricing as a result of such partial termination.



     15.5 Termination for Insolvency or Cessation of Business. 



	 	 	 
	Legend:
 
	 	 
	***

	 	Indicates confidential material that has been: (i) omitted pursuant to a Request for
Confidential Treatment and (ii) filed separately with the Securities and Exchange Commission.






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     Either party may terminate this Agreement upon ten (10) days prior written notice in the event
the other party: (i) becomes insolvent or unable to pay its debts as they mature; (ii) makes a
general assignment for the benefit of its creditors; (iii) makes or permits the appointment of a
receiver for all or substantially all of its property; (iv) authorizes, applies for, or consents to
the appointment of a trustee or liquidation of all or a substantial part of its assets or has
proceedings seeking such appointment commenced against it and does not contest such proceedings
within sixty (60) days; (v) files a voluntary petition under any bankruptcy, insolvency, or
reorganization laws of the United States or has proceedings under any such law instituted against
it and does not contest such proceedings within sixty (60) days; (vi) has any substantial part of
its property become subject to any levy, seizure, assignment, or sale for or by any creditor or
governmental agency and does not contest such proceedings within sixty (60) days; or (vii) dissolves or
ceases to do business.



15.6 Transitional Services. 




     (a) Quebecor recognizes that the Services are vital to Dex and must be continued without
interruption, and that upon the termination or expiration of this Agreement a successor vendor may
be retained to provide replacement or substitute services. Upon the expiration or other
termination of this Agreement, Quebecor agrees: (i) to cooperate in good faith with Dex and Dex’s
successor vendor(s); (ii) to use all reasonable efforts to facilitate an efficient, orderly and
smooth transition to Dex’s successor vendor(s) at Dex’s expense; and (iii) upon written request by
Dex, to continue to furnish all or such Services as Dex may designate at the same level, quality,
pricing, terms and conditions as provided in this Agreement for up to *** days after the expiration
or other termination of this Agreement, except in the event that Quebecor has terminated this
Agreement because of an Event of a Default by Dex, in which case such Services shall be provided
for up to *** days after the effective termination date (in either case, the “Transition Period”).



     (b) In addition to the foregoing, in the event of a termination of any individual Service, Dex
may request Quebecor, and Quebecor shall be required, to continue to provide such Service for a
reasonable period (not to exceed *** days) after the effective termination date to facilitate its
orderly transition to Dex’s successor vendor(s). During such period, such individual Service will
be provided at the same level, quality, pricing, terms and conditions as provided in this
Agreement. Such continued use shall not be deemed a retraction of Dex’s termination of such
Service.



     15.7 Remedies Cumulative. 



     In the event of a termination of this Agreement, the parties shall be released from any and
all obligations under this Agreement to be performed on and after the effective date of such
termination. Notwithstanding the foregoing, such termination shall not release either party from
any obligations, liabilities, or expenses which may have accrued prior to the effective date of
termination or from provisions that survive termination of this Agreement. Except as otherwise
provided in this Agreement: (i) the rights and remedies herein provided for an Event of Default or
in the case of insolvency or cessation of business are cumulative and shall not affect in any
manner any other remedies that a party may have by reason of such Event of Default, insolvency



	 	 	 
	Legend:
 
	 	 
	***

	 	Indicates confidential material that has been: (i) omitted pursuant to a Request for
Confidential Treatment and (ii) filed separately with the Securities and Exchange Commission.






30









 






or cessation of business and (ii) the exercise of any right or remedy herein provided shall be without
prejudice to the right to exercise any other right or remedy provided herein, at law, or in equity.




ARTICLE 16

FORCE MAJEURE




     16.1 Force Majeure Condition. 



     Neither party shall be in default under this Agreement or liable for any nonperformance which
is caused by fire, flood, explosion, war, terrorism, strike, embargo, or any act, order or
requirement of a regulatory body, court, legislature, government or military authority, act of
God, Dex’s delays (as it relates to Quebecor) or act or omission of any third party (other than a
subcontractor of a party), or other cause beyond such party’s reasonable control during the period
and to the extent that such extraordinary condition delays, impairs or prevents such party’s
performance (a “Force Majeure Condition”).



     16.2 Notice and Mitigation. 



     The party affected by a Force Majeure Condition shall notify the other party thereof as
promptly as reasonably practicable, and make all reasonable efforts to mitigate the effect and
extent of any Force Majeure Condition and the adverse consequences thereof. Quebecor’s reasonable
efforts at mitigation shall include, by way of example: (i) performance of the required work and
provision of the services with the use of alternate means, facilities and personnel; (ii)
developing and implementing contingency plans to be executed promptly after the occurrence of a
Force Majeure Condition; and (iii) assisting Dex in its efforts to obtain services from other
vendors not affected (or less affected) by the cause of any service interruption or delay excused
under this Section in accordance with the terms hereof.



     16.3 Alternate Services and Termination. 



     Except as provided herein, non-performance by a party experiencing a Force Majeure Condition
will not be a breach of this Agreement or grounds for termination as long as all reasonable
efforts are made to expeditiously remedy the problem causing such non-performance. However, if
Quebecor’s performance is affected by a Force Majuere Condition for more than seven (7) days, then
Dex shall have the right, but not the obligation, to contract with one or more third parties for
services to temporarily substitute for any or all affected Services (“Alternate Services”) to the
extent Quebecor does not produce or move the affected Service(s) in accordance with Section 16.2
above, and suspend Quebecor’s provision of the affected Service(s) for the duration of any such
third-party contract. Dex shall subscribe to Alternate Services for the minimum commercially
available period likely to cover the reasonably expected duration of the Force Majeure Condition
and restoration of the affected Service(s) and shall provide in any such arrangements for the
right to transfer the affected Service(s) back to Quebecor upon the cessation of the Force Majeure
Condition. Quebecor’s obligation to provide the affected Service(s) to Dex shall be suspended for
such period. However, during the Term of this Agreement (and any renewal thereof), Quebecor shall
have the right to resume the performance at any of its plants of any such Service(s) placed
elsewhere in accordance with the



	 	 	 
	Legend:
 
	 	 
	***

	 	Indicates confidential material that has been: (i) omitted pursuant to a Request for
Confidential Treatment and (ii) filed separately with the Securities and Exchange Commission.






31









 






terms of this Agreement upon notice to Dex that it is able to do
so. Quebecor shall cooperate in good faith with Dex and the other vendor, and use all reasonable
efforts to: (i) facilitate an efficient, orderly and smooth transition to and from such other
vendor; and (ii) provided that Dex has met its obligation set forth above with respect to the
duration and contents of such agreement, schedule the restoration of such Service(s) to Dex in a
manner that will not cause Dex to incur any penalty, damage, or early termination charges in
connection with any third-party contract for any Alternate Services. If Quebecor’s performance is
affected by a Force Majeure Condition for more than one hundred and eighty (180) continuous days
then Dex shall have the option of terminating this Agreement as it relates to the affected
Services.




ARTICLE 17

DISCONTINUANCE/CANCELLATION




     17.1 Discontinuance/Cancellation 



     (a) In the event any Directory Title is discontinued during the term hereof, Dex shall notify
Quebecor not less than *** days prior to the date of proposed discontinuance and Dex’s obligations
to Quebecor hereunder with respect to such Directory Title shall cease, effective with the
discontinuance, except to pay for Directory Title in process, Directory Title completed but not
billed, Directory Title billed but not paid for and materials ordered or inventoried for Dex and
not otherwise usable by Quebecor at the plant of production of the affected Directory Title within
a reasonable period of time (“special materials”), and except with respect to any provisions herein
that survive any such termination. In the event of any such discontinuance, this Agreement shall
terminate only with respect to such Directory Title discontinued, and Dex shall have no further
obligations with respect to such Directory Title so discontinued. As used herein, the term
“discontinuance” shall be deemed to mean a total, permanent cessation of publishing the Directory
Title by Dex or any other entity, including, without limitation, any successor, assignee, lessee,
licensee, transferee or affiliate of Dex. If Dex (or its assignee or successor in interest
hereunder), should thereafter resume publishing the Directory Title so discontinued at any time
during the Term, such party shall notify Quebecor in accordance with the provisions of Section 2.2,
in which event Quebecor shall be obligated to produce the Directory Title pursuant to the terms and
conditions of this Agreement.



     (b) If Dex cancels the printing of any Directory Title, whether prior to the commencement of
the printing of such Directory Title, Dex agrees to give Quebecor *** days prior written notice of
such an event. If any of these events occur on less than *** days prior written notice to
Quebecor, Dex shall be liable to Quebecor for all of the down-time and other such expenses that
Quebecor may reasonably incur as a result of such cancellation or reduction and in any event,
regardless of the period of notice, Dex will be liable for Directory Titles in process to date of
cancellation or reduction, Directory Titles completed but not billed, Directory Titles billed but
not paid for and special materials.



     17.2 Sale of Directory Title(s). 



     If Dex proposes to sell, dispose of, license or transfer any Directory Title or group of
Directory Titles in a transaction that does not involve a Change in Control (as that term is
defined in



	 	 	 
	Legend:
 
	 	 
	***

	 	Indicates confidential material that has been: (i) omitted pursuant to a Request for
Confidential Treatment and (ii) filed separately with the Securities and Exchange Commission.






32









 






Section 20.18(d)), regardless of the form of the sale, disposal, license or transfer (a
“Sale”), Dex shall, as soon as reasonably practicable and subject to any obligations of
confidentiality to which Dex may be bound, give Quebecor written notice of such contemplated Sale
stating the name of the prospective purchaser, the proposed date of Sale and credit information
with respect to the prospective purchaser. Quebecor shall treat such information as Confidential
Information. If Quebecor so requests, Dex shall use reasonable commercial efforts to cause the
purchaser, concurrently with the consummation of such Sale, to assume all of Dex’s rights and
obligations under this Agreement as they relate to the relevant Directory Title(s) by an instrument
in writing reasonably satisfactory to Quebecor. ***, Directory Titles completed but not billed and
Directory Titles billed but not paid for and special materials. Such termination as it relates to
the relevant Directory Title(s) shall further be subject to the survival of such provisions that by
their nature would survive the termination of this Agreement. If Dex is successful in its efforts
to cause the
purchaser to assume Dex’s rights and obligations under this Agreement with respect to the relevant
Directory Title(s), then *** of this Agreement.




ARTICLE 18

JOINT AND SEVERAL LIABILITY




     18.1 Dex Media East and Dex Media West. 



     It is understood and agreed that Dex Media, Inc., Dex Media East LLC and Dex Media West LLC
shall be jointly and severally liable to Quebecor for the timely and proper performance of all of
Dex’s obligations under this Agreement. If deemed appropriate by the parties, Dex shall designate
one of its forming companies to act as point of contact and coordinate with Quebecor for the
purposes of this Agreement.



ARTICLE 19

DISPUTE RESOLUTION, GOVERNING LAW, JURISDICTION AND VENUE




     19.1 Dispute Process. 



     The parties agree to handle any and all disputes arising out of this Agreement in accordance
with the dispute resolution process set forth in this Article 19.



     19.2 Escalation of Disputes. 



     The parties shall first attempt to resolve any dispute in the normal course of business
through their respective employees having direct operational responsibility for the relevant
subject area. Any and all disputes between the parties which are not resolved in the normal course
of business shall be promptly referred to each party’s Relationship Manager. The Relationship
Managers shall have a period of fifteen (15) business days to investigate, negotiate and resolve
the dispute, unless both Relationship Managers agree in writing to extend such period. If the
Relationship Managers are unable to resolve the dispute within such 15-day period (as it may be
extended), then the dispute shall be referred to the Chief Executive Officers of each



	 	 	 
	Legend:
 
	 	 
	***

	 	Indicates confidential material that has been: (i) omitted pursuant to a Request for
Confidential Treatment and (ii) filed separately with the Securities and Exchange Commission.







33










 






party and they shall have thirty (30) business days from the date of the referral to
investigate, negotiate and resolve the dispute, unless both Chief Executive Officers agree in
writing to extend such period. If the Chief Executive Officers are unable to resolve the dispute
within their 30-day period (as it may be extended), then the dispute shall be arbitrated as
described below. All reasonable requests for information made by one party to the other will be
honored. All negotiations pursuant to this clause are confidential and shall be treated as
compromise and settlement negotiations for purposes of applicable rules of evidence.




     19.3 Arbitration. 



     Any claim, controversy or dispute arising out of this Agreement (including but not limited to
the breach, termination or validity hereof), whether sounding in contract, statute, tort, fraud,
misrepresentation or other legal theory, between or among the parties or their officers, directors,
shareholders, employees or agents, which has not been resolved through the process described above
shall be resolved by arbitration pursuant to the Federal Arbitration Act, 9 U.S.C.
Sec. 1 et. seq. The arbitration shall be conducted in accordance with the American Arbitration
Association (“AAA”) Arbitration Rules, but need not be administered by the AAA unless the parties
cannot otherwise agree upon the selection of an arbitrator within thirty (30) days after the
receipt of a written demand for arbitration. In the event the parties cannot reach agreement on
the selection of an arbitrator, either party may commence the arbitration process by filing a
written demand for arbitration with the AAA, with a copy to the other party. The written demand
for arbitration called for by this Section shall contain sufficient detail regarding the party’s
claims to permit the other party to understand the claims and identify witnesses and relevant
documents. The arbitrator may, upon good cause shown, expand the discovery permitted by the AAA
rules and extend any applicable deadlines. The arbitrator may decide a motion for summary
disposition of claims or issues, either by agreement of all interested parties or at the request of
one party, provided other interested parties have reasonable notice to respond to the request. The
arbitrator shall not have the authority to determine claims over which a regulatory agency has
exclusive jurisdiction. The arbitrator shall not be empowered to award, nor shall any party be
entitled to receive, any damages or awards that are barred by the Limitation of Liability Section
of this Agreement. The arbitrator’s decision shall follow the plain meaning of this Agreement and
shall be final, binding, and enforceable in a court of competent jurisdiction. The arbitrator shall
issue an award no later than sixty (60) days after the commencement of the arbitration hearing
unless the parties agree otherwise and the arbitrator shall render his/her decision within sixty
(60) days of the closing of the final hearing. Each party shall bear its own costs and attorneys’
fees and shall share equally in the fees and expenses of the arbitrator.



     19.4 Governing Law; Jurisdiction. 



     This Agreement shall be governed by and construed in accordance with the laws of the State of
Colorado in the United States of America, without regard to the conflict of law principles thereof.
The parties hereto agree that, although this Agreement is for printing services and not “goods”,
the Uniform Commercial Code, as in effect in the State of Colorado (the “UCC”), shall be applicable
to this Agreement; provided, however, to the extent the UCC provides for rights and remedies in
conflict or inconsistent with other terms of this Agreement, such terms of this Agreement shall
govern. The arbitration proceedings shall occur in the







	 	 	 
	Legend:
 
	 	 
	***

	 	Indicates confidential material that has been: (i) omitted pursuant to a Request for
Confidential Treatment and (ii) filed separately with the Securities and Exchange Commission.













34






 






Denver, Colorado metropolitan area. Should it become necessary to resort to court proceedings to enforce a party’s compliance with the dispute
resolution process set forth herein, and the court directs or otherwise requires compliance
herewith, then all of the costs and expenses, including reasonable attorneys’ fees, incurred by the
party requesting such enforcement shall be reimbursed by the non-complying party to the requesting
party. Venue shall be deemed proper in the federal and state courts located in the City and County
of Denver, State of Colorado, and said courts shall have exclusive jurisdiction over any such
proceedings arising out of this Agreement. It is expressly agreed that either party may seek
injunctive relief or specific performance of the obligations hereunder in an appropriate court of
law or equity located in Denver, Colorado pending an award in arbitration.




     19.5 Service of Process. 



     Each party irrevocably consents to the service of process in any action or proceeding in the
same manner as provided for notice under this Agreement (as specified pursuant to Section 20.1);
provided, however, that the foregoing shall not limit the right of either party to effect service
of process on the other party by any other legally available method.



     19.6 Waiver of Jury Trial.



Each party hereto hereby irrevocably waives, to the fullest extent permitted by law, any and all
right to trial by jury in any legal proceeding arising out of or relating to this Agreement.




ARTICLE 20

MISCELLANEOUS




     20.1 Representatives and Notices. 



     (a) The parties hereby appoint the following individuals to act as their authorized
representatives for the purposes of the Agreement. All notices under this Agreement shall be in
writing and delivered in person or sent by overnight courier or registered or certified mail,
postage prepaid, or by facsimile transmission, and addressed as follows:



	 	 	 
	DEX MEDIA, INC.

	 	QUEBECOR WORLD (USA) INC.
	Attn: Vice President, Operations

	 	Attn: Robert Dupuis, Senior Vice President,
	

	 	Sales
	198 Inverness Drive West

	 	1481 Yonge Street
	Englewood, Colorado 80112

	 	Richmond Hill, Ontario
	U.S.A.

	 	Canada L4C 3C6
	Facsimile (303) 784-1617

	 	Facsimile (905) 508-6999






Legend:





	***  	Indicates confidential material that has been: (i) omitted pursuant to a Request for
Confidential Treatment and (ii) filed separately with the Securities and Exchange Commission.





35









 





	 	 	 
	with a copy to:

	 	with a copy to:
	 
	 	 
	DEX MEDIA, INC.

	 	QUEBECOR WORLD INC.
	Attn: Senior Vice President, General Counsel

	 	Attn: Vice President, Legal Affairs
	198 Inverness West, 8th Floor

	 	612 St-Jacques Street
	Englewood, Colorado 80112

	 	Montreal (Quebec) Canada H3C 4M8
	U.S.A.

	 	Facsimile: (514) 985-8834
	Facsimile: (303) 784-2783
	 	 






     (b) Any party may from time to time change its address for the purpose of notices to that
party by a similar notice specifying a new address, but no such change shall be deemed to have been
given until it is actually received by the party sought to be charged with its contents.



     (c) All notices and other communications required or permitted under this Agreement which are
addressed as provided in this Section shall be effective: (i) on the first business day after
deposit, if delivered by overnight courier, charges prepaid; (ii) the first business day after
delivery via facsimile (provided the sender retains a facsimile confirmation confirming delivery
of such notice); (iii) three (3) business days after mailing, if sent by overnight courier or
registered or certified mail, postage prepaid; or (iv) as of the day of receipt if hand delivered.



     20.2 Independent Contractors. 



     The parties to this Agreement are independent contractors. Neither party is an agent,
representative, or partner of the other party. Neither party shall have any right, power or
authority to enter into any agreement for, or on behalf of, or incur any obligation or liability
of, or to otherwise bind, the other party. This Agreement shall not be interpreted or construed
to create an association, agency, joint venture or partnership between the parties or to impose
any liability attributable to such a relationship upon either party. Each party has and hereby
retains the right to exercise full control of and supervision over the performance of its
obligations hereunder and full control over the employment, direction, compensation and discharge
of its employees (and permitted agents and subcontractors) assisting in the performance of such
obligations. Each party shall also be solely responsible for all matters relating to payment of
its employees, permitted agents and subcontractors, including compliance with workers’
compensation, unemployment, disability insurance, social security, withholding and all other
federal, state and local laws, rules and regulations governing such matters, and for its own acts
and omissions and for those of its employees and any permitted agents and subcontractors during
the performance of its obligations under the Agreement.



     20.3 IRS Time Reporting Requirements. 



     If a party’s employees perform any work on the other party’s premises, the employing party
will maintain all information required for IRS reporting purposes, including the total number of
hours spent by each of its employees or agents performing Services or any other work for the other
party or any of its subsidiaries or affiliates. In the event any of a party’s employees or agents
works 1,500 or more hours for the other party or any of its subsidiaries or affiliates



Legend:





	***  	Indicates confidential material that has been: (i) omitted pursuant to a Request for
Confidential Treatment and (ii) filed separately with the Securities and Exchange Commission.






36









 





during any calendar year, the employing party will provide the other party with the name and social security
number of each such individual prior to March 15 of the year following the calendar year in which
such work was performed.




     20.4 No Recruiting.



     During the term of this Agreement and for a period of one year after the expiration or
termination of this Agreement, neither party will recruit or employ, directly or indirectly, any of
the other party’s employees involved in the performance of this Agreement (“Personnel”). In the
event that a party recruits and employs any Personnel, the recruiting party will pay to the other
party, within thirty (30) days of the date of such hiring, an amount equal to fifty percent (50%)
of the total compensation paid by the other party to such Personnel in the previous year as a fee
for the benefit obtained by the recruiting party. Notwithstanding the foregoing, the provisions of
this Section shall not apply to a party’s employment of any of the other party’s employees who
contacts the recruiting party on his or her own initiative as a result of a general advertising
campaign and without any direct or indirect solicitation by or encouragement from the recruiting
party.



     20.5 Disclosure and Publicity. 



     The specific terms and conditions of this Agreement are confidential and shall not be
disclosed by either of the parties hereto; provided however, either may disclose the general
nature of this Agreement and their business relationship. No press release or general public
disclosure regarding this Agreement shall be issued by either party without the other party’s
prior written approval of the form, content and timing of such press release or general public
disclosure. Neither party shall use the other party’s names, marks, codes, drawings,
specifications in any advertising, promotional efforts or publicity of any kind without the prior
written permission of the other party as to the time, manner, format and media.



     20.6 Expenses. 



     Except as expressly provided for herein, each party shall pay all costs and expenses incurred
or to be incurred by it in the negotiation and preparation of this Agreement and in consummating
the transactions and carrying out the covenants and obligations contemplated by this Agreement.



     20.7 No Dependence. 



     Quebecor acknowledges and agrees that Dex is not responsible for knowing Quebecor’s dependence
on revenues from sales to Dex in proportion to Quebecor’s revenues from other customers, and
Quebecor agrees to release, hold harmless and indemnify Dex from any and all claims and liabilities
relating to Quebecor’s financial stability which may result from Dex’s termination of this
Agreement for any reason whatsoever, provided, however, that this Section 20.7 shall in no event be
interpreted as preventing Quebecor from seeking proper remedies and indemnification from Dex in
case of wrongful termination of this Agreement.


Legend:




	***  	Indicates confidential material that has been: (i) omitted pursuant to a Request for
Confidential Treatment and (ii) filed separately with the Securities and Exchange Commission.






37









 





     20.8 Taxes and Fees. 



     Quebecor shall pay and remit to the appropriate taxing authority any and all applicable sales,
use, operation, transfer and other taxes and fees whatsoever arising out of or resulting from its
performance of the Services (other than any tax assessed based on Dex’s income). Subject to the
provisions of Section 8.2 of this Agreement, Quebecor agrees to pay and to hold Dex harmless
against any penalty, interest, additional tax or other charge that may be levied or assessed as a
result of the delay or failure of Quebecor, for any reason, to pay any tax or file any return or
information required by law, rule or regulation, or by this Agreement. If Dex is audited or
assessed by any taxing authority with respect to any transaction(s) hereunder, Quebecor shall, upon
request, promptly furnish any and all reasonable documentation regarding such transaction(s) to
Dex, and Quebecor agrees to render such assistance to Dex, at Dex’s reasonable expense in the
matter as may be reasonably requested.



     20.9 Time of Essence. 



     With regard to all dates and time periods set forth or referred to in this Agreement and any
Schedule, time is of the essence.



     20.10 Entire Agreement. 



     This Agreement, together with any and all Schedules and exhibits which are attached hereto,
sets forth the entire agreement and understanding of the parties and supersedes any and all prior written and oral agreements between the parties with respect to the subject matter
hereof, including but not limited to the Master Printing Agreement between the parties dated July
21, 1995 and any and all amendments thereto (the “Existing Agreement”). The Existing Agreement is
hereby terminated. Neither party shall be bound by, and each party specifically objects to, any
term, condition or other provision that is different from or in addition to the provisions of this
Agreement and which is proffered by the other party in any correspondence or other document or
through any course of conduct, unless the party to be bound thereby specifically agrees to such
provision in writing.



     20.11 Amendments. 



     This Agreement may not be amended, modified, or supplemented, nor may any obligations
hereunder be waived by a party, except by written instrument signed by both parties.



     20.12 Headings. 



     The subject headings of the sections and subsections of this Agreement are included only for
purposes of convenience, and shall not affect the construction or interpretation of any of its
provisions.



     20.13 No Construction Against the Drafting Party. 


Legend:





	***  	Indicates confidential material that has been: (i) omitted pursuant to a Request for
Confidential Treatment and (ii) filed separately with the Securities and Exchange Commission.






38









 





     Each party hereto acknowledges that such party and its counsel have reviewed this Agreement
and participated in its drafting. This Agreement shall not be construed against either party for
having prepared it.



     20.14 No Third Party Beneficiaries. 



     This Agreement is not made for the benefit of any person, firm, corporation or association
other than the parties hereto. The parties do not intend to confer any rights or benefit
hereunder on any person, firm or corporation other than the parties hereto; nor shall any person,
firm or corporation be allowed to claim any rights or benefits.



     20.15 Waivers. 



     The failure of either party to insist upon or enforce strict performance by the other party of
any provision of this Agreement, or to exercise any right under this Agreement, shall not be
construed as a waiver or relinquishment of such party’s right to enforce any such provision or
right in any other instance.



     20.16 Severability. 



     In the event that any provision of the Agreement conflicts with the law under which the
Agreement is to be construed, or if any such provision is held invalid by an arbitrator or
tribunal with jurisdiction over the parties to the Agreement, such provision shall be deemed to be
restated to reflect as nearly as possible the original intentions of the parties in accordance
with applicable law, and the remainder of the Agreement shall remain in full force and effect.



     20.17 Survival. 



     The provisions of Section 4.2, Section 5.1, Article 8, Section 9.7, Article 10, Article 12,
Article 13, Section 15.4, Section 15.6, Section 15.7, Article 19 and Sections 20.1, 20.2, 20.3,
20.4, 20.5, 20.7, 20.8, 20.10, 20.13, 20.14, 20.15, 20.16, 20.19 and this Section 20.17 shall
survive any expiration or termination of this Agreement.



     20.18 Assignment; Change of Control. 



     (a) Neither party may assign or otherwise transfer this Agreement or any rights or obligations
hereunder, in whole or in part, without the other party’s prior written consent, which consent
shall not be unreasonably withheld or delayed. Notwithstanding the foregoing: (i) upon giving at
least thirty (30) days prior written notice to, but without having to get the consent of, the other
party, either party may assign this Agreement to any entity that controls, is controlled by, or is
under common control with such party (an “Affiliate”), provided that the assignee agrees in writing
to perform and be bound by all of the terms and conditions hereof and (ii) in case of an assignment
by Dex, Quebecor shall be reasonably satisfied that the assignee has the financial ability to
assume all of Dex’s obligations under this Agreement.



Legend:





	***  	Indicates confidential material that has been: (i) omitted pursuant to a Request for
Confidential Treatment and (ii) filed separately with the Securities and Exchange Commission.






39









 





     (b) In the event of a Change of Control (as that term is defined below), the Selling Party (as
that term is defined below) shall: (i) be required to assign all its rights and obligations under
this Agreement to the Acquiring Party (as that term is defined below), and (ii) cause the Acquiring
Party, concurrently with the consummation of such Change of Control, to assume all of the Selling
Party’s rights and obligations under this Agreement by a written instrument reasonably acceptable
to the other party. Notwithstanding the foregoing, if a Change of Control involves a transaction
between the Selling Party and a direct competitor of the other party, the other party shall have
the right to terminate this Agreement, in its sole discretion, provided it gives the Selling Party
at least ninety (90) days prior written notice thereof.



     (c) The parties acknowledge and agree that monetary damages alone would not be adequate
compensation for any loss incurred by reason of a breach of the provisions of Section 20.18(b), and
therefore agree that in the event of any such breach, the non-breaching party shall be entitled to
specific performance of the provisions of Section 20.18(b), in addition to any other remedies to
which it may be entitled.



     (d) As used herein:




	 	(i)  	the term “Change of Control” means: (A) a sale, assignment or other transfer of
all or substantially all the Selling Party’s assets, including, without limitation, of
its right to publish all or substantially all the Directory Titles, or (B) an
acquisition by any person or group of persons of the voting stock of the Selling Party
in a transaction or series of transactions, if immediately thereafter such person or
group has beneficial ownership of more than 90% of the voting power of the Selling
Party’s voting stock, including any such acquisition by way of a merger, consolidation
or reorganization;
	 
	 	(ii)  	the term “Selling Party” means the party to this Agreement that is the subject
of a Change of Control transaction; and
	 
	 	(iii)  	the term “Acquiring Party” means the person or group of persons that is
acquiring control of the Selling Party in the Change of Control transaction.





     20.19 Binding Effect and Facsimile Signatures. 



     This Agreement shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns. Facsimile signatures shall have the same legal effect
as original signatures.





Legend:





	***  	Indicates confidential material that has been: (i) omitted pursuant to a Request for
Confidential Treatment and (ii) filed separately with the Securities and Exchange Commission.




40









 






     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the
date first written above.



	 	 	 
	DEX MEDIA, INC.

	 	QUEBECOR WORLD (USA) INC.
	ACTING FOR ITSELF AND ON BEHALF
	 	 





OF DEX MEDIA EAST LLC AND

DEX MEDIA WEST LLC



	 	 	 	 	 	 	 
	By:

	 	/s/ George Burnett
	 	By:
	 	/s/ Kevin J. Clarke
	

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Name: George Burnett	 	Name: Kevin J. Clarke
	 
	 	 	 	 	 	 
	Title: President and Chief Executive Officer	 	Title: Group President, Book and Directory
	 
	 	 	 	 	 	 
	Date: March 31, 2005	 	Date: March 31, 2005





Legend:





	***  	Indicates confidential material that has been: (i) omitted pursuant to a Request for
Confidential Treatment and (ii) filed separately with the Securities and Exchange Commission.






41









 






Schedule 1.1

Quebecor Existing Directory Titles




***




Legend:





	***  	Indicates confidential material that has been: (i) omitted pursuant to a Request for Confidential Treatment and (ii) filed separately with the Securities and Exchange Commission.




42









 











Schedule 1.2

Covers




***




Legend:





	***  	Indicates confidential material that has been: (i) omitted pursuant to a Request for Confidential Treatment and (ii) filed separately with the Securities and Exchange Commission.




43









 











Schedule 1.3

Dex Plus Directory Titles




***




Legend:





	***  	Indicates confidential material that has been: (i) omitted pursuant to a Request for Confidential Treatment and (ii) filed separately with the Securities and Exchange Commission.




44









 











Schedule 1.4

Incremental Directory Titles




***




Legend:





	***  	Indicates confidential material that has been: (i) omitted pursuant to a Request for Confidential Treatment and (ii) filed separately with the Securities and Exchange Commission.




45









 











Schedule 1.5

Tab Inserts




***




Legend:





	***  	Indicates confidential material that has been: (i) omitted pursuant to a Request for Confidential Treatment and (ii) filed separately with the Securities and Exchange Commission.




46









 











Schedule 1.6

Movers Guide




***




Legend:





	***  	Indicates confidential material that has been: (i) omitted pursuant to a Request for Confidential Treatment and (ii) filed separately with the Securities and Exchange Commission.




47









 











Schedule 2

Base Volumes




***




Legend:





	***  	Indicates confidential material that has been: (i) omitted pursuant to a Request for Confidential Treatment and (ii) filed separately with the Securities and Exchange Commission.




48









 











Schedule 3

Service Level and Quality Control Procedures




***




Legend:





	***  	Indicates confidential material that has been: (i) omitted pursuant to a Request for Confidential Treatment and (ii) filed separately with the Securities and Exchange Commission.




49









 











Attachment 3.1A

Scorecard

(Dex Quality Report Card Process)




***




Legend:





	***  	Indicates confidential material that has been: (i) omitted pursuant to a Request for Confidential Treatment and (ii) filed separately with the Securities and Exchange Commission.




50









 











Schedule 4

Specifications




***




Legend:





	***  	Indicates confidential material that has been: (i) omitted pursuant to a Request for Confidential Treatment and (ii) filed separately with the Securities and Exchange Commission.




51









 











Schedule 5

Freight True-Up Process




***




Legend:





	***  	Indicates confidential material that has been: (i) omitted pursuant to a Request for Confidential Treatment and (ii) filed separately with the Securities and Exchange Commission.




52









 











Schedule 6

Initial Improvements




***




Legend:





	***  	Indicates confidential material that has been: (i) omitted pursuant to a Request for Confidential Treatment and (ii) filed separately with the Securities and Exchange Commission.




53









 











Schedule 7

Disaster Recovery Plan




***




Legend:





	***  	Indicates confidential material that has been: (i) omitted pursuant to a Request for Confidential Treatment and (ii) filed separately with the Securities and Exchange Commission.




54









 











Schedule 8

Prices




***




Legend:





	***  	Indicates confidential material that has been: (i) omitted pursuant to a Request for Confidential Treatment and (ii) filed separately with the Securities and Exchange Commission.




55









 











Schedule 9

Dex Furnished Paper




***




Legend:





	***  	Indicates confidential material that has been: (i) omitted pursuant to a Request for Confidential Treatment and (ii) filed separately with the Securities and Exchange Commission.




56









 











Schedule 10

Periodic Reports




SUMMARY OF REPORT REQUIREMENTS FROM QUEBECOR




	 	 	 	 	 	 	 
	TITLE	 	SCOPE	 	FREQUENCY	 	ELEMENTS
	 
	PRINT QUALITY

	 	INDIVIDUAL TITLE
	 	AS COMPLETED

MONTHLY SUMMARIES

YTD SUMMARIES

YEAR OVER YEAR TRACKING
	 	INK DENSITIES, REGISTRATION, DOT

GAIN, PRINT AND PHYSICAL ATTRIBUTES,

PHYSICAL DEFECTS, BINDING QUALITY
	 
	 	 	 	 	 	 
	DEX COPY-IN

	 	INDIVIDUAL TITLE

Cover

Text

Binding
	 	AS COMPLETED

MONTHLY SUMMARIES

YTD SUMMARIES
	 	TOTAL PAGES, LATE PAGES, % PAGES

LATE, FORMS IN SECTION, FORMS

LATE, % FORMS LATE, PAGES AND % QUERIED
	 
	 	 	 	 	 	 
	TIP ON REPORTS

	 	INDIVIDUAL TITLE

Paper

Magnets
	 	AS COMPLETED
	 	TOTAL DIRECTORIES PRINTED, TIP ONS

PRINTED, # TIP ONS UNUSED, % UNUSED
	 
	 	 	 	 	 	 
	WEB BREAKS

	 	BY ROLL

Basis Weight

Color
	 	ON GOING

MONTHLY SUMMARIES

YTD SUMMARIES

YEAR OVER YEAR TRACKING
	 	NUMBER OF ROLLS AND BREAKS, BREAK

CATEGORIES, % BREAKS BY CATEGORY
	 
	 	 	 	 	 	 
	PAPER ENDING

INVENTORY

	 	BY ROLL

Basis Weight

Color
	 	ANNUAL	 	 





The substance of each such report shall be substantially similar to the relevant periodic
reports provided by Quebecor to Dex immediately prior to the execution of the Agreement.




Legend:





	***  	Indicates confidential material that has been: (i) omitted pursuant to a Request for Confidential Treatment and (ii) filed separately with the Securities and Exchange Commission.




57









 











Schedule 11

Dex Code of Business

Ethics and Conduct



Publicly available at: www.dexmedia.com.




Legend:





	***  	Indicates confidential material that has been: (i) omitted pursuant to a Request for Confidential Treatment and (ii) filed separately with the Securities and Exchange Commission.






58