Ex-10.8



 







Exhibit 10.8




PUBLISHER TRADEMARK LICENSE AGREEMENT




     THIS PUBLISHER TRADEMARK LICENSE AGREEMENT (this “Agreement”) dated as of this
16th day of May, 2006, by and between R.H. Donnelley Publishing & Advertising, Inc.
(f/k/a Sprint Publishing & Advertising, Inc.), a Kansas corporation (“RHDPA”), R.H.
Donnelley Directory Company (f/k/a Centel Directory Company), a Delaware corporation
(“RHDDC”) (RHDPA and RHDDC are referred to collectively in this Agreement as
“Licensors”), and Embarq Corporation, a Delaware corporation (“Licensee”) (each
Licensor and Licensee are sometimes referred to in this Agreement as a “Party” and
collectively as the “Parties”).



RECITALS




     A. On the date of this Agreement, Licensors, Embarq Parent and Embarq LEC (such terms, and
each other term used in this Agreement with initial capitalization and not otherwise defined
herein, shall have the meaning ascribed to such term in the Directory Services License Agreement)
are entering into a Directory Services License Agreement (the “Directory Services License
Agreement”) in order to provide, subject to the terms set forth therein, the right for
Licensors and CenDon to continue producing, publishing and distributing the Embarq Directories
following the completion of the Spin-off;



     B. Licensors are engaged in the business of producing, publishing and distributing
directories;



     C. Licensors own the trademarks listed on Exhibit A (the “Publisher Marks”);



     D. The Parties are entering into this Agreement to provide for the use of the Publisher Marks
by Licensee in the event (i) Embarq LEC terminates the Directory Services License Agreement before
the expiration of the Term or (ii) Embarq LEC elects to publish White Pages Directories itself
pursuant to Section 8.5 of the Directory Services License Agreement; and



     F. Licensors desire to grant, and Licensee desires to obtain, subject to the terms and
conditions of this Agreement, a license to use the Publisher Marks.



AGREEMENT




     NOW, THEREFORE, in consideration of the mutual agreements of the Parties and other good and
valuable consideration, the receipt and adequacy of which is acknowledged, the Parties agree as
follows:



     Section 1. Trademark License.



     (a) Subject to the terms and conditions of this Agreement, Licensors hereby grant to Licensee
a non-transferable, royalty-free, non-exclusive license to use the Publisher Marks as follows:



 









 






     (i) If Embarq LEC terminates the entire Directory Services License Agreement pursuant
to Section 8.3 of the Directory Services License Agreement, Licensee may use the Publisher
Marks (immediately and without further action by any Party), in the production, publication
and distribution of the Embarq Directories and the solicitation of Directory Advertising and
sales of advertising products in such Embarq Directories, in each case in the Geographic
Coverage Areas.




     (ii) If Embarq LEC terminates the applicability of the Directory Services License
Agreement to one or more Embarq Directories or Service Areas pursuant to Section 8.3 of the
Directory Services License Agreement, Licensee may use the Publisher Marks (immediately and
without further action by any Party), in the production, publication and distribution of the
affected Embarq Directories and the solicitation of Directory Advertising and sales of
advertising products in such Embarq Directories, in each case in the applicable Geographic
Coverage Areas.




     (iii) If Embarq LEC elects to publish one or more White Pages Directories pursuant to
Section 8.5 of the Directory Services License Agreement, Licensee may use the Publisher
Marks (immediately and without any further action) in the production, publication and
distribution of such White Pages Directories and the solicitation of Directory Advertising
and sales of advertising products in such White Pages Directories, in each case in the
applicable Geographic Coverage Areas.



     (b) Licensee may sub-license its license to use the Publisher Marks under this Agreement to
any Affiliate of Licensee and pursuant to Section 20.



     Section 2. Use of Trademark. Other than the uses set forth in Section 1, Licensee may
not use the Publisher Marks in connection with any service or product or for any other purpose
whatsoever. Licensee may not register any Internet domain names which contain or are similar to
the Publisher Marks.



     Section 3. Compliance with Brand Identity Standards.



     (a) Licensee will conform to its “Brand Identity Standards” (as defined in the
Trademark License Agreement) in connection with Licensee’s use of the Publisher Marks. If there is
an inconsistency between the terms of this Agreement and such Brand Identity Standards, the terms
of this Agreement control. Licensee may modify the Brand Identity Standards at any time, in its
sole discretion, and will deliver a copy of the revised Brand Identity Standards to Licensors
promptly after making any such modifications. Licensee must comply at all times with the Brand
Identity Standards delivered to Licensors from time to time for each Publisher Mark. In addition
to the foregoing, Licensee must at all times use each Publisher Mark in a manner that will preserve
and protect the goodwill, reputation and name of the Publisher Mark and of Licensor with respect to
the Publisher Mark.



     (b) If Licensors reasonably believe that the business operated by Licensee, any Embarq
Directories, any other product or service offered in connection with Licensee’s business, or any
other advertising or materials associated with Licensee’s business does not conform with the
quality standards set forth in this Agreement, Licensors may notify Licensee of such non-



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conformance. Licensee will promptly cure each such non-conformance with respect to all Embarq
Directories that are printed following such notice.




     Section 4. Reservation of Rights.



     (a) Licensors reserve the right to use the Publisher Marks or license their use to third
parties in connection with any activities within or outside of the Service Areas that Licensors or
their Affiliates are not prohibited from engaging in under the terms of the Directory Services
License Agreement.



     (b) If and when Licensee acquires the right to use the Publisher Marks pursuant to Section 1,
Licensors shall cease to use the Publisher Marks in any way which conflicts with Licensee’s use of
the Publisher Marks pursuant to Section 1 in the applicable Geographic Coverage Areas, and use of
the Publisher Marks will then be exclusive to Licensee in the applicable Geographic Coverage Areas
for the term of this Agreement. Furthermore, any license to use the Publisher Marks granted by
Licensors to third parties after the date of this Agreement will acknowledge and be subordinate to
(if and when Licensee acquires the right to use the Publisher Marks pursuant to this Agreement) the
license to use the Publisher Marks granted to Licensee in Section 1 in the applicable Geographic
Coverage Areas.



     Section 5. Co-Branding. Licensee will not use any other trademark, service mark,
phrase, word or symbol, whether owned by Licensee, its Affiliates or by third parties, in
conjunction with the Publisher Marks, without first consulting with Licensors and obtaining
Licensors’ prior written approval, not to be unreasonably withheld, with respect to the use of the
trademark, service mark, phrase, word or symbol.



     Section 6. Similar Marks. Neither Licensee nor its Affiliates may use:



     (a) any trademark or phrase which is similar to any Publisher Mark; or



     (b) any word, symbol, character, or set of words, symbols, or characters, which in any
language would be identified as substantially the equivalent of a Publisher Mark.



     Section 7. Proprietary Rights; Legends. Licensees’ use of the Publisher Marks on the
services and products authorized by this Agreement, shall include use of the notice of registration
- ® - one time on each good or service in a manner that is visible to the public.



     Section 8. Publisher’s Corporate Name. Licensee will not use any Publisher Mark in
its corporate or business name, nor allow any of its Affiliates to use any Publisher Mark in their
respective corporate or business names. Furthermore, Licensee and its Affiliates will not use any
corporate or business name or any mark, logo or indicia that suggests in any manner that Licensee
or any of its Affiliates is a subsidiary of or affiliated with Licensors. The Parties acknowledge
that any use of the Publisher Marks by Licensee in accordance with Section 1 hereof will not
violate this Section 8.



     Section 9. Approval of Materials. On Licensors’ reasonable request, Licensee will
provide to Licensors for approval prior to distribution reasonable samples of material on which a
Publisher Mark appears and Licensee agrees to modify any Embarq Directory, packaging, labels,



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advertising and other material if the use of a Publisher Mark is not reasonably approved by
Licensors. Licensee will provide to Licensors for review and approval representative samples of
Licensee’s proposed use of the Publisher Marks whenever such samples are not consistent with the
Brand Identity Standards. In the event that Licensors do not notify Licensee within ten (10) days
of its receipt of any such samples that it disapproves of Licensee’s proposed use of the Publisher
Marks, Licensors will be deemed to have approved of such use.




     Section 10. Rights to the Publisher Marks.



     (a) Interest in Publisher Marks. Licensee agrees that the Publisher Marks are
proprietary to Licensors and nothing in this Agreement constitutes the grant of a general license
for their use; rather, they may only be used in accordance with the terms and conditions of this
Agreement. Licensors represent and warrant that they own all right, title and interest (including
the goodwill) in and to the Publisher Marks to the extent that all right, title and interest
(including the goodwill) in the Publisher Marks was owned by Licensors as of the date of this
Agreement. In accepting this Agreement, Licensee acknowledges Licensors’ ownership of the
Publisher Marks, the goodwill connected with them and the validity of the Publisher Marks.
Licensee acquires no right, title, or interest in the Publisher Marks or the goodwill associated
with the Publisher Marks due to its use of the Publisher Marks, other than the right to use the
Publisher Marks in accordance with the terms and conditions of this Agreement. Use of the
Publisher Marks by Licensee and its Affiliates inures to the benefit of Licensors. Neither
Licensee nor its Affiliates will attack the Publisher Marks in any manner whatsoever nor assist
anyone in attacking the Publisher Marks.



     (b) Registration of Marks. Licensee agrees that neither they nor their Affiliates
will make any application to register the Publisher Marks, nor use, license or attempt to register
any confusingly similar trademark, service mark, trade name or derivation, during and after
expiration or termination of this Agreement. Licensee will not and neither will any of its
Affiliates adopt, use, file for registration, or register any trademark, service mark, or trade
name that is similar to any Publisher Mark or results in a likelihood of confusion with a Publisher
Mark.



     Section 11. Termination or Expiration of Agreement. This Section 11 survives the
termination or expiration of this Agreement. On termination or expiration of this Agreement all
rights granted to Licensee under this Agreement in and to the Publisher Marks, together with any
interest in and to the Publisher Marks which Licensee may have or may have acquired pursuant to
this Agreement or otherwise, will forthwith, without further act or instrument, be assigned to and
revert to Licensors. In addition, Licensee will execute any reasonable instruments prepared at the
sole expense of and requested by Licensors that are necessary to accomplish or confirm the
foregoing. Licensee will destroy all materials in Licensee’s possession which contain the
Publisher Marks within a reasonable period after the termination or expiration of the Agreement;
provided that Licensee will be permitted to produce, publish and distribute White Pages Directories
and Yellow Pages Directories containing the Publisher Marks which have a WHOA Date preceding the
date of the termination or expiration of this Agreement and provided further that Licensee will not
be required to recall any White Page Directories or Yellow Page Directories containing the
Publisher Marks published prior to the date of termination or expiration of this Agreement.
Licensee will refrain from further use of or reference to the



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Publisher Marks, or any other trademark, service mark, trade name, design or logo that is
confusingly similar to the Publisher Marks. Licensee acknowledges and admits that there would be
no adequate remedy at law for their failure to cease use of the Publisher Marks upon termination of
this Agreement. Licensee agrees that, in the event of such failure, Licensors will be entitled to
seek equitable relief by the way of temporary, preliminary and permanent injunction and seek
further relief as any court with jurisdiction may deem just and proper.




     Section 12. Infringement.



     (a) Notice of Infringement. Licensors and Licensee will promptly notify each other of
any infringement of a Publisher Mark that comes to their attention. Licensors may take such action
as they determine may be required to terminate the infringement. If Licensors decide that action
should be taken, Licensors may take the action either in their own name or, alternatively,
Licensors may authorize Licensee to initiate the action in Licensee’s names, at Licensors’ sole
cost and expense.



     (b) Defense by Licensee. If Licensors do not decide to take any action within thirty
(30) days of its notification of the infringement, Licensee may notify Licensors in writing of its
intention to prosecute the action at its own expense. Licensors will have twenty (20) days in
which to respond to Licensee regarding their planned action in response to the notification, which
action shall be in Licensors’ reasonable discretion. If the response does not entail Licensors
responding to the infringement, or if Licensors fail to respond to Licensee within the twenty
(20)-day period, Licensee will be entitled to undertake the action at Licensee’s expense.
Licensors and Licensee will keep each other apprised of all material developments in the case and
will make no settlement of the action that could impair the goodwill or reputation of the Publisher
Marks.



     (c) Cooperation. Each Party agrees to cooperate fully with the other Party to
whatever extent necessary to prosecute any action, with all expenses being borne by the Party
bringing the action, or shared equally, if the Parties agree to both prosecute the action.



     (d) Damages. Regardless of which Party prosecutes a Publisher Mark infringement
claim, the damages recovered by the Parties will first be used to reimburse the expenses on a pro
rata basis that each Party incurred in pursuing the prosecution. Expenses shall include time spent
by in-house lawyers in managing and pursuing the prosecution. If there are recovered damages in
excess of expenses then such recovered damages will be allocated between the Parties in accordance
with the damage suffered by each. The provisions of this Section 12 will not be construed as
limiting the rights of either Party to recover damages from, or to exercise any other right or
remedy against, any third parties in respect of any other claim that either Party may have against
the third parties.



     Section 13. Further Protection. At the reasonable request of Licensors and at
Licensors’ sole expense, Licensee will execute any papers or documents necessary to protect the
rights of Licensors in the Publisher Marks and execute and deliver the other documents as may be
reasonably requested by Licensors.



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     Section 14. Term. This Agreement will be effective when and if the Effective Date
occurs and will terminate on the date on which the Initial Term would expire under the Directory
Services License Agreement without early termination by either party; provided that if Renewal
Terms are adopted under the Directory Services License Agreement, this Agreement will terminate on
the date on which the last Renewal Term would expire without early termination by either party;
provided further that, if the Effective Date has not occurred prior to October 31, 2006, this
Agreement will terminate and become void and of no force and effect as if it had never been entered
into.



     Section 15. Termination.



     (a) By Licensors.




     (i) If Licensee (A) materially breaches its obligations under this Agreement and fails
to cure such material breach within ninety (90) days after Licensors provide written notice
to Licensee of such breach, or (B) repeatedly and materially breaches its obligations under
this Agreement, then Licensors may, upon written notice to Licensee, in addition to all
other rights and remedies Licensors may have under law or pursuant to this Agreement,
terminate this Agreement.




     (ii) In the event Licensors terminate the Directory Services License Agreement pursuant
to Section 8.6 of the Directory Services License Agreement, Licensors may upon written
notice to Licensee terminate this Agreement.



     (b) By Licensee. If Licensors (i) materially breach their obligations under this
Agreement and fail to cure such material breach within ninety (90) days after Licensee provides
written notice to Licensors of such breach, or (ii) repeatedly and materially breach their
obligations under this Agreement, then Licensee may, upon written notice to Licensors, in addition
to all other rights and remedies Licensee may have under law or pursuant to this Agreement,
terminate this Agreement.



     Section 16. Indemnification.



     (a) Licensee Indemnity. Licensee will defend, hold harmless and indemnify Licensors
and each of their Affiliates, officers, directors, shareholders, employees, contractors, agents and
representatives from and against any and all losses, damages, claims, demands, suits, liabilities,
fines, penalties, costs, obligations, settlement payments, awards, judgments, deficiencies or other
charges (“Losses”) and any and all expenses incurred in connection with investigating,
defending or asserting any claim, action, suit or proceeding incident to any matter indemnified
under the Agreement (“Expenses”) arising out of, resulting from or based upon any pending
or threatened claim, action, proceeding or suit by any third party, whether based on contract, tort
or otherwise, arising out of or in connection with: (i) any breach of this Agreement by Licensee
and (ii) the use of the Publisher Marks by Licensee in violation of this Agreement.



     (b) Licensors Indemnity. Licensors will defend, hold harmless and indemnify Licensee
and each of its Affiliates, officers, directors, shareholders, employees, contractors, agents and
representatives from and against any and all Losses and Expenses arising out of, resulting from or
based upon any pending or threatened claim, action, proceeding or suit by any



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third party, whether based on contract, tort or otherwise, arising out of or in connection
with (i) any breach of this Agreement by Licensors and (ii) the use of the Publisher Marks by
Licensee in accordance with the terms of this Agreement.




          (c) Procedure. Promptly after receipt by the indemnified party of notice by a third
party of a claim or of the commencement of any action or proceeding with respect to which such
indemnified party may be entitled to receive payment from the other party for any Losses or
Expenses, such indemnified party will notify the indemnifying party of the notice of such claim or
of the commencement of such action or proceeding; provided, however, that the failure to so notify
the indemnifying party will relieve the indemnifying party from liability under this Agreement with
respect to such claim, action or proceeding only if, and only to the extent that, such failure to
notify the indemnifying party results in the forfeiture by the indemnifying party of rights and
defenses otherwise available to the indemnifying party with respect to such claim, action or
proceeding. The indemnifying party will have the right, upon written notice delivered to the
indemnified party within thirty (30) days thereafter assuming formal responsibility for any Losses
and Expenses resulting from such claim, action or proceeding, to assume the defense of such claim,
action or proceeding, including the employment of counsel reasonably satisfactory to the
indemnified party and the payment of the fees and disbursements of such counsel. In any claim,
action or proceeding with respect to which indemnification is being sought hereunder, the
indemnified party or the indemnifying party, whichever is not assuming the defense of such action,
will have the right to participate in such matter and to retain its own counsel at such party’s own
expense. The indemnifying party or the indemnified party, as the case may be, will at all times
use reasonable efforts to keep the indemnifying party or the indemnified party, as the case may be,
reasonably apprised of the status of the defense of any action the defense of which they are
maintaining and to cooperate in good faith with each other with respect to the defense of any such
action. If the indemnifying party has assumed the defense of a claim, action or proceeding, no
indemnified party may settle or compromise such matter or consent to the entry of any judgment with
respect to such matter without the prior written consent of the indemnifying party. An
indemnifying party may not, without the prior written consent of the indemnified party, settle or
compromise any claim or consent to the entry of any judgment with respect to which indemnification
is being sought hereunder unless (i) simultaneously with the effectiveness of such settlement,
compromise or consent, the indemnifying party pays in full any obligation imposed on the
indemnified party by such settlement, compromise or consent, (ii) such settlement, compromise or
consent contains a complete release of the indemnified party and its Affiliates and their
respective directors, officers and employees and (iii) such settlement, compromise or consent does
not contain any equitable order, judgment or term which in any manner affects, restrains or
interferes with the business of the indemnified party or any of the indemnified party’s Affiliates.
In the event an indemnified party will claim a right to payment pursuant to this Agreement not
involving a third party claim covered by Section 16, such indemnified party will send written
notice of such claim to the appropriate indemnifying party. Such notice will specify the basis for
such claim. As promptly as possible after the indemnified party has given such notice, such
indemnified party and the appropriate indemnifying party will establish the merits and amount of
such claim (by mutual agreement, litigation, arbitration or otherwise) and, within five business
days of the final determination of the merits and amount of such claim, the indemnifying party will
pay to the indemnified party immediately available funds in an amount
 equal to such claim as
determined hereunder.




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          Section 17. Dispute Resolution.




          (a) Option to Negotiate Disputes. Other than a suit for injunctive relief to maintain
the status quo, to stop an ongoing violation of this Agreement or to prevent a threatened violation
of this Agreement, in the event of any dispute arising between the Parties in connection with the
interpretation or performance of this Agreement, before either Party may initiate a formal
proceeding in any tribunal, including arbitration or judicial proceedings, the Parties will
negotiate in good faith to resolve such dispute amicably after receipt by the allegedly breaching
Party of written notice of a dispute, stating the specific nature of the claimed breach and the
specific nature of, and period for, the cure allegedly required, sent by the other Party in the
manner set forth in Section 20. Within ten (10) days after delivery of the notice, representatives
of the Parties will meet at a mutually acceptable time and place, and thereafter as often as they
reasonably deem necessary, to exchange relevant information and to attempt to resolve the dispute
by the respective representatives of the Parties within the time frames and escalation process set
forth below:




	 	 	 	 	 
	 	 	Licensor (Title)	 	Licensees (Title)
	Within 10 days

	 	General Counsel
	 	Vice President — Law,
Marketing and Sales
	Within 20 days

	 	Chief Financial Officer
	 	Vice President — Business
Planning and Development
	Within 30 days

	 	Chief Executive Officer
	 	Chief Executive Officer






     If a Party intends to be accompanied at a meeting by an attorney, the other Party will be
given at least two business days’ notice of such intention and may also be accompanied by an
attorney. All negotiations pursuant to this Section 16(a) are confidential and will be treated as
compromise and settlement negotiations for purposes of the Federal Rules of Evidence and State
Rules of Evidence.



     (b) Other than a dispute for injunctive relief to maintain the status quo, to stop an ongoing
violation of this Agreement or to prevent a threatened violation of this Agreement, any dispute
between the Parties that is not resolved in accordance with the informal notice of breach
provisions set forth in Section 16(a) and remains disputed by the Party alleged to have been in
breach, shall be resolved by arbitration using the arbitration procedures set forth in this Section
16(b). In such event, either Party may serve a demand for arbitration in accordance with the
Center for Public Resources Non-Administered Arbitration Rules (“Arbitration Rules”) in
which, in addition to any other requirements of the Arbitration Rules, the Party serving the demand
states the specific nature of the claimed breach and the specific nature of, and period for, the
cure allegedly required, and demands a determination by the arbitrators of the Parties’ respective
rights together with any other relief sought. Three arbitrators shall be chosen, and the
proceedings shall be conducted in New York, New York generally in accordance with the Arbitration
Rules; provided that (i) the Parties shall choose three arbitrators through a self-administered
process of striking names from a list of potential arbitrators and shall not employ the method
provided for in the Arbitration Rules; (ii) the rules of evidence employed in federal courts at the
time shall apply; and (iii) discovery shall be permitted in accordance with the Federal Rules of
Civil Procedure. Any arbitration will be subject to the governing law



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provision set forth in Section 16(c) of this Agreement. If any interim or conservatory
measures have been issued by a court or other tribunal, the arbitration tribunal shall not be bound
by such interim or conservatory decision or measures when rendering its decision. The decision of
the arbitrators will be final and binding upon the Parties to the maximum extent permitted under
applicable law, and a final judgment may be entered on the award in any court of competent
jurisdiction.




     (c) Governing Law. This Agreement shall be governed by and construed in accordance
with laws of the State of Delaware (regardless of the laws that might otherwise govern under
applicable principles of conflict of laws thereof) as to all matters, including but not limited to
matters of validity, construction, effect, performance and remedies.



     (d) Attorneys’ Fees. The prevailing Party in any formal dispute will be entitled to
reasonable attorneys’ fees and costs, including reasonable expert fees and costs. This provision
will not apply if the prevailing Party rejected a written settlement offer that exceeds the
prevailing Party’s recovery.



     (e) Cumulative Remedies. No right or remedy in this Agreement conferred upon or
reserved to any Party is intended to be exclusive of any other right or remedy, and each and every
right and remedy will be cumulative and in addition to any other right or remedy under this
Agreement or under applicable law, whether now or hereafter existing. The Parties agree that
irreparable damage would occur in the event any provision of this Agreement was not performed in
accordance with its terms and that the Parties will be entitled to seek specific performance in
addition to any other remedy to which they are entitled at law or equity.



     Section 18. Assignment. Neither Party may assign all or any of its rights or
obligations under the Agreement without the prior written consent of the other Party, except that
either Party may assign all of its rights and obligations under the Agreement (a) in connection
with a sale of all or substantially all of its assets or by merger if the purchaser assumes in
writing all of the assigning Party’s rights and obligations under this Agreement in a form
reasonably acceptable to the other Party or (b) to (i) any of its Affiliates or (ii) any lender or
any other party as collateral in connection with any financing provided that no such assignment
permitted by this clause (b) will relieve such Party of any of its obligations under this
Agreement.



     Section 19. Relationship. Nothing contained in this Agreement shall be construed to
create the relationship of employer and employee between any Licensor and Licensees, franchiser -
franchisee, or to make any Licensor or Licensees partners, joint venturer or co-employer of the
other, or result in joint service offerings to their respective customers.



     Section 20. Subcontractors. Notwithstanding the prohibition on transferability set
forth in Section 1, any Party may subcontract with third parties or Affiliates of such Party for
the performance of any of such Party’s obligations which require the use of the Publisher Marks.
If any obligation is performed for either Party through a subcontractor, such Party will remain
fully responsible for the performance of its obligations under this Agreement in accordance with
its terms and such Party will be solely responsible for payments due to its subcontractors. No
contract, subcontract or other agreement entered into by either Party with any third party in
connection with the provision of services utilizing the Publisher Marks will provide for any



9









 




indemnity, guarantee or assumption of liability by, or other obligation of, the other Party
with respect to such arrangement, except as consented to in writing by the other Party. No
subcontractor will be deemed a third party beneficiary for any purposes under this Agreement.




     Section 21. Notices. Any notice required or permitted under this Agreement will be in
writing and will be hand-delivered, sent by confirmed facsimile or mailed by overnight express
mail. Notice will be deemed to have been given when such notice is received. Addresses for
notices are as follows:


If to Licensor:



Embarq Corporation

5454 W. 110th Street

Overland Park, Kansas 66211

Attention: Senior Vice President, Corporate Strategy & Development

Facsimile: 913-523-9625



With a copy to:



Embarq Corporation

5454 West 110th Street

Overland Park, Kansas 66211

Attention: Vice President & Corporate Secretary

Facsimile: 913-523-9825



If to Licensees:



R.H. Donnelley Corporation

1001 Winstead Drive

Cary, North Carolina 27513

Facsimile: 919-297-1518

Attention: General Counsel



or at such other address as either Party may provide to the other by written notice.




     Section 22. Independent Contractor. The relationship between the Parties is that of
an independent contractor. Each Party will be solely responsible for such Party’s employees,
including compliance with all employment laws, regulations, and rules and payment of wages,
benefits and employment taxes such as Social Security, unemployment, workers compensation and
federal and state withholding with respect to such employees.



     Section 23. Entire Agreement. This Agreement, the Directory Services License
Agreement, the Non-Competition Agreement, the Subscriber Listings Agreement, and the Publisher
Trademark License Agreement constitute the entire understanding and agreement of the Parties
concerning the subject matter of this Agreement, and on the Effective Date will supersede any prior
agreements, representations, statements, understandings, proposals,



10









 




undertakings or negotiations, whether written or oral, with respect to the subject matter
expressly set forth in this Agreement.




     Section 24. Severability. If any term, condition or provision of this Agreement is
held to be invalid or unenforceable for any reason, such invalidity will not invalidate the entire
Agreement, unless such construction would be unreasonable. This Agreement will be construed as if
it did not contain the invalid or unenforceable provision or provisions, and the rights and
obligations of each Party will be construed and enforced accordingly, except that in the event such
invalid or unenforceable provision or provisions are essential elements of this Agreement and
substantially impair the rights or obligations of either Party, the Parties will promptly negotiate
in good faith a replacement provision or provisions.



     Section 25. Force Majeure. Neither Party will be liable for any delay or failure in
performance of any part of this Agreement caused by a Force Majeure condition, including acts of
God, a public enemy or terrorism, fires, floods, freight embargoes, earthquakes, volcanic actions,
wars (whether against a nation or otherwise), civil disturbances or other similar causes beyond the
reasonable control of the Party claiming excusable delay or other failure to perform (a “Force
Majeure”). If any Force Majeure condition occurs, the Party whose performance fails or is
delayed because of such Force Majeure condition will give prompt notice to the other Party, will
use commercially reasonable efforts to perform in spite of the Force Majeure condition and upon
cessation of such Force Majeure condition will give like notice and commence performance under the
Agreement as promptly as reasonably practicable.



     Section 26. No Third Party Beneficiaries. This Agreement is intended solely for the
benefit of the Parties, and no third-party beneficiaries are created by this Agreement. This
Agreement does not provide and should not be construed to provide third parties with any remedy,
claim, liability, reimbursement, cause of action or other privilege.



     Section 27. Binding Effect. This Agreement will be binding on and inure to the
benefit of the Parties, and their respective successors and permitted assigns.



     Section 28. Waivers. No waiver of any provision of this Agreement, and no consent to
any default under this Agreement, will be effective unless the same is in writing and signed by an
officer of the Party against whom such waiver or consent is claimed. In addition, no course of
dealing or failure of a Party strictly to enforce any term, right or condition of this Agreement
will be construed as a waiver of such term, right or condition. Waiver by either Party of any
default by the other Party will not be deemed a waiver of any subsequent or other default.



     Section 29. Headings. The headings and numbering of sections and paragraphs in this
Agreement are for convenience only and will not be construed to define or limit any of the terms in
this Agreement or affect the meaning or interpretation of this Agreement.



     Section 30. Survival. Any liabilities or obligations of a Party for acts or omissions
occurring prior to the cancellation or termination of this Agreement and any obligations of a Party
under any other provisions of this Agreement which, by their terms, are contemplated to survive (or
be performed after) termination of this Agreement (subject to any time limitations specified
therein) will survive the cancellation or termination of this Agreement.



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     Section 31. Modifications. No amendments, deletions, additions or other modifications
to this Agreement will be binding unless evidenced in writing and signed by an officer of each of
the respective parties hereto.



     Section 32. Counterparts. This Agreement may be executed in any number of
counterparts, and each such counterpart will be deemed to be an original instrument, but all such
counterparts together will constitute but one agreement. This Agreement will become effective when
one or more counterparts have been signed by each and delivered to the other Party, it being
understood that the Parties need not sign the same counterpart.



     Section 33. Conflict. In the event of any conflict between this Agreement and the
provisions of the Directory Services License Agreement, the provisions of the Directory Services
License Agreement will control.



     Section 34. Compliance with Laws/Regulations. Each Party will comply with all
federal, state, and local laws, regulations, rules, ordinances and orders relating to the
performance of its obligations and the use of services provided under this Agreement, including any
rulings, modifications, regulations or orders of the Federal Communications Commission and/or any
applicable state utility commission to the extent this Agreement is subject to the jurisdiction of
such regulating authority.



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     IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day
and year first above written.



	 	 	 	 	 	 	 	 	 
	LICENSORS:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	R.H. DONNELLEY PUBLISHING &
ADVERTISING, INC. (f/k/a Sprint
Publishing & Advertising, Inc.)	 	 	 	R.H. DONNELLEY DIRECTORY COMPANY

(f/k/a Centel Directory Company)
	 
	 	 	 	 	 	 	 	 
	By: /s/ Robert J. Bush

	 	 	 	By:
	 	/s/ Robert J. Bush	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Name: Robert J. Bush	 	 	 	Name: Robert J. Bush	 	 
	 
	 	 	 	 	 	 	 	 
	Title: Vice President	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	LICENSEE:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	EMBARQ CORPORATION
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By: /s/ Michael B. Fuller
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Name: Michael B. Fuller
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Title: Chief Operating Officer