Marketing Agreement



  
 Exhibit 10.2

 CONFIDENTIAL TREATMENT REQUESTED 
 WITH RESPECT TO CERTAIN PORTIONS HEREOF 
 DENOTED WITH “[*****]”

 Marketing Agreement 

This Agreement is entered into as of 19 August 2010 (the “Effective Date”), by and between
Everything Everywhere Limited, a corporation having an office at Hatfield Business Park, Hatfield, Herts, AL10 9BW (“Carrier”) and Vringo Inc., a Delaware corporation having an office at 85 5th Avenue 6th Floor New York, NY 10003. 
 RECITALS: Carrier wishes to engage with Vringo and Vringo wishes to engage with Carrier in a relationship whereby Carrier will offer a version of Vringo’s video ringtone sharing service to its
customers on the terms and conditions set forth in this Agreement. 
  

	 	I.	Vringo’s Obligations: Vringo shall make available to Carrier’s Orange and T-Mobile customers a version or versions of the Vringo video ringtone
making and sharing service (the “Service”). The Service shall be hosted and fully provided by Vringo. Vringo will supply content for the Service (“Vringo Content”). Vringo will co-brand the web & mobile portions of the
Service. Vringo will provide Carrier with a spec detailing the elements Carrier must provide to Vringo for the creation of the co-brand. Should Vringo carry advertisements on the Service at any time it shall ensure that no advertising relating in
any way to any Carrier Competitors is included. Advertising will only be included on the service at the agreement of both parties and revenue share and further terms will be agreed prior to commercial launch of an advertising service


  

	 	II.	Carrier’s Obligations: Carrier shall: 

  

	 	a.	Provide Vringo with the elements for the co-brand 

  

	 	b.	Provide Vringo with access to Carrier’s billing API and support Vringo in integrating said API 


 

	 	c.	Provide Vringo with access to Carrier’s SMSC so that Vringo can send SMS’s related to the Service via Carrier’s SMSC to customers of the Vringo service
provisioned under this agreement. Vringo will not be charged for sending said SMS messages. Vringo agrees to comply with the Orange Code of Practice and Standard Terms and Conditions for third parties connecting to the SMSC. The use of SMSC and
frequency of messages sent and message type will be pre-agreed with Carrier. The Carrier has the right to withdraw access to the SMSC if it so determines. 

 For the avoidance of doubt, Carrier shall not be under any obligation to promote the Service to its subscribers. 
  

	 	III.	Revenue Share, Fees, Reports, Audit Rights: 

  

	 	a.	 Users shall be charged a monthly subscription fee for use of the Service which shall be defined at Vringo’s discretion. Additionally, Vringo may
charge users for purchases of some Vringo Content. All fees will be charged directly to the Users’ Carrier bill via Vringo’s integration with Carrier’s billing API. For each month beginning with the Launch, Carrier will pay to Vringo
[*****] of the net subscription fee charged and collected in said month plus [*****] of the net revenue billed and collected for purchases of Vringo Content in said month. Vringo shall be responsible for paying the content owners for Vringo Content.
Vringo may directly or indirectly provide the Service to 



  
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CONFIDENTIAL TREATMENT REQUESTED 
 WITH RESPECT TO CERTAIN PORTIONS HEREOF

 DENOTED WITH “[*****]” 
  


	 	 
Users for fees, or free of charge, at promotional or special charges, or other pricing arrangements and may increase or decrease any prices, charges, or fees charged to Users relating to the
Services without notice or prior approval from Carrier, provided that in each such case Vringo shall be obligated to pay Carrier the greater of (i) the foregoing percentage fees or (ii) the minimum per User fees set forth on
Appendix B, as such minimum fees may be increased from time to time by the mutual agreement of the parties. For the avoidance of doubt, Vringo shall be responsible for all music copyright clearance payments to PRS and/or any other collecting society
for any label content used by Vringo. 


  

	 	b.	 On or before the fifteenth (15th) working day of each calendar month, Carrier shall provide Vringo with a report detailing the gross revenue
billed and collected for the subscription fee and the gross revenue billed for content purchases in the previous month. Upon receipt of such report Vringo shall issue an invoice to Carrier using a purchase order number provided by Carrier and
Carrier shall pay Vringo any amounts owed for said month within 60 days of receipt of each undisputed invoice detailing the appropriate purchase order number. On notice, Vringo shall have the right to claim interest on any amounts not paid in
accordance with the above at the rate of two per cent (2%) per annum above the prevailing base rate of HSBC Bank plc which interest shall accrue on a daily basis from the date payment becomes overdue until Carrier has made payment of the
overdue amount (including as a result of audit findings as set forth in the following clause). 


  

	 	c.	Once every twelve (12) months during the Term of this Agreement, and for six (6) months following the term, Vringo may cause an independent auditor reasonably
satisfactory to Carrier to inspect Carrier’s relevant books and records at Carrier’s offices to verify the accuracy of Carrier’s calculation of gross revenue; provided that reasonable advance notice is given, the inspection does not
unreasonably interfere with Carrier’s business activities and provided that the auditor signs Carrier’s standard confidentiality agreement before conducting the audit. Carrier shall promptly make any underpayments revealed by said audit
and Vringo shall pay any overpayments, Such audit shall be at Vringo’s expense; however, if the audit reveals underpayments in excess of five percent (5%) of the fees owed for the period covered by the applicable audit, Carrier shall pay
the reasonable cost of such audit. 

  

	 	d.	Except as otherwise specifically provided in this Agreement, each party shall be responsible for all costs and expenses relating to the performance of its obligations
hereunder. 

  

	 	IV.	Proprietary Rights, Grant of License 

  

	 	a.	Ownership of Intellectual Property. As between the parties, each party shall own and retain all right, title and interest, including without limitation, all
Intellectual Property Rights owned by such party, in and to such party’s intellectual property, content, Marks and Promotional Materials. Neither party shall make any claim to the contrary. Each party agrees to reasonably assist the other party
in the prosecution of any copyright infringement action or other litigation pertaining to the rights to the other party’s materials or intellectual property. 


  
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CONFIDENTIAL TREATMENT REQUESTED 
 WITH RESPECT TO CERTAIN PORTIONS HEREOF

 DENOTED WITH “[*****]” 
  

  

	 	b.	Proprietary Notices. The parties shall not remove, obscure or alter the other party’s copyright notice or the Marks from approved materials provided to each
party. 

  

	 	c.	Marks. Each party hereby grants the other party during the Term a non-exclusive non-transferable license to use said party’s Marks for the sole purpose of
fulfilling its obligations under this Agreement and in marketing materials and presentations. In using each other’s Marks hereunder, each party acknowledges and agrees that: (i) the other party’s Marks shall remain the sole property
of the other party; (ii) nothing in this Agreement shall confer in either party any right of ownership in the other party’s Marks; and (iii) neither party shall at any time contest the validity of the other party’s Marks. Except
as specifically provided in this Agreement, neither party shall have the right to use any Mark of the other party, or to refer to the other party directly or indirectly, in connection with any product, promotion or publication without the prior
written approval of such other party. Each party hereto agrees that upon termination of this Agreement all rights granted to the other party in relation to the other party’s Marks shall immediately terminate and revert to the respective owning
or licensor party. 

  

	 	V.	Term: 

  

	 	a.	Term. This Agreement shall become effective upon execution and delivery hereof by both parties (“Effective Date”) and, subject to termination as
provided below, shall continue for twelve (12) months from the Launch Date (the “Initial Term”) and thereafter unless terminated in accordance with this clause V 


 

	 	b.	Either party may terminate this Agreement at any time on or after the expiry of the Initial Term by the serving on the other party of not less than three months prior
written notice 

  

	 	c.	Termination for Insolvency. Either party hereto may, at its option, upon five (5) days written notice, terminate this Agreement should the other party
hereto (i) admit in writing its inability to pay its debts generally as they become due; (ii) make a general assignment for the benefit of creditors; (iii) institute proceedings to be adjudicated a voluntary bankrupt, or consent to
the filing of a petition of bankruptcy against it; (iv) be adjudicated by a court of competent jurisdiction as being bankrupt or insolvent; (v) seek reorganization under any bankruptcy act, or consent to the filing of a petition seeking
such reorganization, or (vi) have a decree entered against it by a court of competent jurisdiction appointing a receiver, liquidator, trustee or assignee in bankruptcy or in insolvency covering all or substantially all of such party’s
property or providing for the liquidation of such party’s property or business affairs. 

  

	 	d.	Termination for Default. In the event that either party commits a material breach of its obligations hereunder, the other party may, at its option, terminate
this Agreement by written notice of termination specifying such material breach; provided, however, that if such default is subject to cure, then such notice shall be subject to a thirty (30) day cure period from the date thereof, and if the
defaulting party cures such default prior to expiration of such period, termination shall not take place. 

  

	 	e.	Survival of Termination. The obligations of the parties under this Agreement that by their nature would continue beyond expiration, termination or cancellation
of this Agreement (including, without limitation, the warranties, indemnification obligations, confidentiality requirements, ownership and property rights, payment for any amounts due and/or owing hereunder, and Vringo’s audit rights) shall
survive any such expiration, termination or cancellation. 


  
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CONFIDENTIAL TREATMENT REQUESTED 
 WITH RESPECT TO CERTAIN PORTIONS HEREOF

 DENOTED WITH “[*****]” 
  

  

	 	f.	Obligations of Termination. In the event of the service being terminated, Vringo will contact customers to advise on how their service will be affected and
provide refunds, if applicable. 

  

	 	VI.	Representations and Warranties, Indemnity: 

  

	 	a.	Representations and Warranties. Each party represents and warrants to the other that it has the full power and authority to enter into this Agreement, to grant
the rights granted herein and to perform its obligations hereunder. 

  

	 	b.	Indemnity. Each party shall indemnify, defend and hold harmless the other party and its parents, subsidiaries, affiliates and their directors, officers,
employees, agents and subcontractors against all third-party claims or actions, and any liabilities, losses, expenses, damages and costs (including, but not limited to, reasonable attorneys’ fees) related thereto, to the extent same arise out
of any breach or alleged breach of such party’s representations or warranties contained in this Agreement or in the case of Vringo, any virus, worm, or other contaminating or destructive feature contained in the Service.


 Notwithstanding the limitation of liability set out in clause IX of this Agreement, Vringo shall fully defend,
indemnify, keep indemnified and hold harmless the Carrier and the directors, officers, employees, agents and subcontractors of the Carrier against all third-party claims, and any liabilities, losses, expenses, damages and costs (including, but not
limited to, reasonable legal fees) incurred by, awarded against or agreed to be paid by the Carrier which arise out of any claim related to the infringement of any Intellectual Property Rights in connection with Vringo Content whether registered,
registerable or otherwise in the world, including without limitation patents, trade marks, copyright and rights in the nature of copyright, logos and any other legal or moral rights, provided that the foregoing indemnity shall not apply
to any claim related to the infringement of any Intellectual Property Rights in connection with Carrier Content whether registered, registerable or otherwise in the world, including without limitation patents, trade marks, copyright and rights
in the nature of copyright, logos and any other legal or moral rights. Carrier shall give Vringo prompt written notice of any pending or threatened claim, action, proceeding or investigation in respect of which indemnification could be sought
hereunder, provided that any delay or failure to so notify Vringo shall not relieve Vringo from its responsibilities hereunder, except to the extent Vringo is actually prejudiced by any such failure or delay. Vringo shall not settle,
compromise or consent to the entry of any judgment in any such claim, action, proceeding or investigation, without Carrier’s consent, which shall not be unreasonably withheld. In the event that Carrier receives a claim or demand relating to the
infringement of the Intellectual Property Rights of a third party relating to Vringo Content, or if in the reasonable opinion of either Party such a claim or demand is likely, then Vringo shall at its own expense secure (within a period of time
which the Carrier deems reasonable) a licence or other arrangement to enable the continued use of the Vringo Content, failing which the Vringo Content shall be immediately removed from the Service. Vringo’s obligations hereunder shall be
binding upon and inure to the benefit of any successors, assigns and personal representatives of Vringo, Carrier and any Indemnified Person, as applicable. 

  
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CONFIDENTIAL TREATMENT REQUESTED 
 WITH RESPECT TO CERTAIN PORTIONS HEREOF

 DENOTED WITH “[*****]” 
  

  

	 	VII.	Confidentiality: 

  

	 	a.	Confidentiality. Each party acknowledges that by reason of its relationship to the other party under this Agreement it may have access to certain information and
materials concerning the other party’s business, plans, customers, code and products that are confidential and of substantial value to such party (referred to in this clause as “Confidential Information”), which value would be
impaired if such Confidential Information were disclosed to third parties. The terms of this Agreement shall be deemed to be Confidential Information. Each party agrees to maintain all Confidential Information received from the other, both orally
and in writing, in confidence and agrees not to disclose or otherwise make available such Confidential Information to any third party without the prior written consent of the disclosing party. Each party further agrees to use the Confidential
Information only for the purpose of performing this Agreement. No Confidential Information shall be deemed confidential unless so marked if given in writing, or, if given orally, identified as confidential orally prior to disclosure, or information
which by its nature or the nature of the circumstances surrounding disclosure should reasonably be understood to be confidential. 

  

	 	b.	Exclusions. The parties’ obligations under the paragraph above shall not apply to Confidential Information which: (i) is or becomes a matter of public
knowledge through no fault of or action by the receiving party; (ii) was rightfully in the receiving party’s possession prior to disclosure by the disclosing party; or (iii) subsequent to disclosure, is rightfully obtained by the
receiving party from a third party who is lawfully in possession of such Confidential Information without restriction. Whenever requested by a disclosing party, a receiving party shall immediately return to the disclosing party all tangible
manifestations of the Confidential Information or, at the disclosing party’s option, shall destroy all such tangible manifestations of the Confidential Information as the disclosing party may designate (excluding this Agreement). The receiving
party’s obligation of confidentiality shall survive this Agreement for a period of three (3) years from the date of its termination and thereafter shall terminate and be of no further force or effect. Nothing herein shall prohibit a party
from complying with a lawful and binding order of any court, administrative agency or other governmental entity relating to Confidential Information. Nothing herein shall prohibit a party from retaining copies of Confidential Information as legally
required to comply with the record retention laws of any relevant jurisdiction. Nothing herein shall prohibit a party from making disclosures legally required by public companies under the securities laws of any relevant jurisdiction.


  

	 	VIII.	Press Release: Each party shall have the right to issue a press release regarding the relationship between the parties, with approval by Carrier not to be
unreasonably withheld. Carrier must not withhold press releases that will mean that Vringo does not comply with its SEC responsibilities. 

  

	 	IX.	 Limitation of Liability: IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON OR ENTITY IN CONNECTION WITH
THIS AGREEMENT FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR RELIANCE DAMAGES (OR ANY LOSS OF REVENUE, PROFITS OR DATA), HOWEVER CAUSED, WHETHER FOR BREACH OF CONTRACT, NEGLIGENCE OR UNDER ANY OTHER LEGAL THEORY, WHETHER FORESEEABLE OR NOT AND




  
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CONFIDENTIAL TREATMENT REQUESTED 
 WITH RESPECT TO CERTAIN PORTIONS HEREOF

 DENOTED WITH “[*****]” 
  


	 	 
WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. BOTH PARTIES AGREE THAT THESE
LIMITATIONS OF LIABILITY ARE AGREED ALLOCATIONS OF RISK AND ARE REFLECTED IN THE FEES AGREED UPON BY THE PARTIES. FURTHER, NEITHER PARTY’S AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT (EXCEPT FOR AMOUNTS PAYABLE BY CARRIER TO
VRINGO HEREUNDER) SHALL EXCEED THE TOTAL AMOUNTS PAYABLE TO VRINGO UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE THE BASIS FOR THE CLAIM AROSE (BUT ONLY TO THE EXTENT CARRIER ACTUALLY PAYS SUCH AMOUNTS TO VRINGO) WITH
RESPECT TO THE ACTIONS THAT ARE THE SUBJECT OF, OR GAVE RISE TO, THE CLAIM. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THIS CLAUSE IX SHALL NOT APPLY TO ANY AMOUNTS PAYABLE BY AN INDEMNIFYING PARTY PURSUANT TO EXPRESS INDEMNIFICATION
OBLIGATIONS IN THIS AGREEMENT. 


  

	 	X.	General Provisions: 

  

	 	a.	Definitions. The definitions contained in Appendix A to this Agreement, which is incorporated herein and made a part hereof, shall apply to the interpretation of
this Agreement. 

  

	 	b.	Force Majeure. Neither party shall be liable for, or be considered in breach of or default under this Agreement on account of, any delay or failure to perform as
required by this Agreement as a result of any causes or conditions which are beyond such party’s reasonable control and which such party is unable to overcome by the exercise of reasonable diligence; provided, however, that either party may
terminate this Agreement upon written notice to the other party in the event such failure to perform continues unremedied for a period of thirty (30) days. 


 

	 	c.	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. 


 

	 	d.	Data Protection. Vringo warrants and undertakes in respect of any Personal Data that it may process on behalf of Carrier that at all times:


  

	 	•	 	 it shall comply with the Data Protection Act 1998; and 



 

	 	•	 	 it shall act solely on the instructions of Carrier, in respect of that Personal Data; 



 

	 	•	 	 it shall not use any Personal Data for any purposes which may be inconsistent with those identified to the data subjects on or before the time of
collection; 


  

	 	•	 	 it shall not disclose the Personal Data to a third party in any circumstances other than at the specific request of Carrier;




  
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 CONFIDENTIAL TREATMENT REQUESTED 
 WITH RESPECT TO CERTAIN PORTIONS HEREOF 
 DENOTED WITH “[*****]”

  

  

	 	•	 	 All right, title and interest in the Personal Data shall vest solely in Carrier. 



 

	 	•	 	 Vringo warrants and undertakes that it shall procure that such of its employees, agents or sub-contractors observe the provisions of this clause in
respect of any duties or obligations to be performed in connection with the processing of Personal Data on Carrier’s behalf. 


  

	 	•	 	 Vringo warrants that it has appropriate operational and technological processes and procedures in place to safeguard against any unauthorised access,
loss, destruction, theft, use or disclosure of the Personal Data. 


  

	 	•	 	 Carrier warrants and undertakes in respect of any Personal Data that at all times it shall comply with the Data Protection Act 1998.



  

	 	•	 	 Vringo shall indemnify Carrier and keep Carrier indemnified in respect of any claims proceedings or actions made or brought against it arising out of
any breach by Vringo (or any of its employees, agents and sub-contractors) of its warranties and undertakings in this clause. 


  

	 	•	 	 Where applicable, expressions defined in the Data Protection Act 1998 and used in this clause shall have the meanings given to them in the Data
Protection Act 1998. 


  

	 	e.	All notices shall be in writing in the English language and shall be deemed to have been duly given when sent to the party to which such notice is required to be given
under this Agreement addressed as follows: 

  

	 	Carrier:	     

  

	 	CONTACT:	Heidi Smith, Procurement 

  

	 	ADDRESS:	Everything Everywhere 


	 	    	St James Court 


	 	    	Great Park Road 


	 	    	Almondsbury Park 


	 	    	Bradley Stoke 


	 	    	Bristol BS32 4QJ 

  

	 	FAX:	0870 376 1130 

  

	 	EMAIL:	heidi.smith@everythingeverywhere.com 


  
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 CONFIDENTIAL TREATMENT REQUESTED 
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 DENOTED WITH “[*****]”

  

  

	 	Vringo:	     

  

	 	CONTACT:	Ben Hirsch 

  

	 	ADDRESS:	 85 5th Avenue 



	 	  	 6th Floor 



	 	  	New York 


	 	  	NY 10003 


	 	  	USA 

  

	 	EMAIL:	ben.hirsch@vringo.com 


ACCOUNTING & TAX CONTACT : David Corre 
  

	 	EMAIL:	david.corre@vringo.com 

 or other such address, email address as the Parties may specify to the other in writing. 
  

	 	f.	No Waiver. The failure of either party to require 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 to any extent of such party’s right to assert or rely upon any such provision or right in that or any other instance. 


 

	 	g.	Entire Agreement. This Agreement sets forth the entire agreement, and supersedes any and all prior agreements of the parties with respect to the subject matter
hereof. No change, amendment or modification of any provision of this Agreement shall be valid unless set forth in a written instrument signed by the duly authorized representatives of both parties. This Agreement may be executed in counterparts,
each of which shall be deemed an original and all of which together shall constitute one and the same document. A facsimile copy of an executed counterpart shall be valid and have the same force and effect as an original. 


 

	 	h.	Assignment. Neither party shall assign this Agreement or any right, interest or benefit under this Agreement without the prior written consent of the other
party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, either party may assign this Agreement without the other party’s consent to a parent or commonly controlled entity or to any person or entity, which
acquires or succeeds to all or substantially all of such party’s business assets. Subject to the foregoing, this Agreement shall be fully binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective
successors and assigns. Notwithstanding the foregoing Carrier may, without requiring any further consent from Vringo, novate the whole of this agreement to any person to whom Carrier transfers the whole of part of its business, and in the latter
case being the part of Carrier’s business to which the Agreement relates 


  
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 CONFIDENTIAL TREATMENT REQUESTED 
 WITH RESPECT TO CERTAIN PORTIONS HEREOF 
 DENOTED WITH “[*****]”

  

  

	 	i.	Partial Invalidity. In the event that any provision of this Agreement is held invalid by a court with jurisdiction over the parties to this 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 this Agreement shall remain in full force and effect. 


 

	 	j.	Applicable Law. This Agreement shall be governed by the laws of England. All disputes arising under this Agreement shall be finally settled under the rules of
conciliation and arbitration of the International Chamber of Commerce by three arbitrators appointed in accordance with the said rules. Arbitration if any shall take place in London, Great Britain and shall be held in the English Language.


 In Witness Whereof, the parties hereto have executed this Agreement as of the day and year first above written.

  

									
	Everything Everywhere Limited	 		 	Vringo, Inc.
					
	By:	 	/s/ Heidi Smith	 		 	By:	 	/s/ Andrew Perlman
	Name:	 	Heidi Smith	 		 	Name:	 	Andrew Perlman
	Title:	 	Senior Buyer	 		 	Title:	 	President
					
	Date:	 	19 August 2010	 		 	Date:	 	8/19/10


  
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 CONFIDENTIAL TREATMENT REQUESTED 
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 Appendix A: 
 In addition to the terms hereinabove defined, the following capitalized terms have the indicated meanings ascribed thereto: 
 “Carrier Competitors” means telecommunications services and telecommunications equipment and the term “Carrier Competitors” shall include but not be limited to telecommunications
equipment manufacturers and service providers including but not limited to BT, Vodafone, Virgin Media, O2, Cable and Wireless, Hutchison 3G, 3, Nokia, Sony Ericsson, Apple, RIM, Siemens, Sagem, Motorola, Samsung, LG, AOL, BSkyB, Yahoo, Google, MSN
and TalkTalk or their successors in title. Additionally, services competing with Carrier’s own services including but not limited to games, video, TV are included under the definition “Carrier’s Competitors”. 

“Intellectual Property Rights” means, with respect to any data, device, or other asset of any kind, all copyright, patent,
trade secret, moral, termination, authorship and other proprietary rights relating to any such data, device, object code, source code or other asset including, without limitation, all rights necessary for the worldwide development, manufacture,
modification, enhancement, sale, licensing, use, reproduction, publishing and display of such data, device, object code, source code or other asset. 
 “Marks” means any and all trademarks, trade names, service marks or logos owned or licensed by either party. 
 “Promotional Materials” shall mean all marketing, advertising, and promotional materials in all media, created or developed by or on behalf of one of the parties relating to or associated with
this Agreement. 

  
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 CONFIDENTIAL TREATMENT REQUESTED 
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 DENOTED WITH “[*****]”

  

 Appendix B: 
  

	 	1.	The pricing of the Service to end users will not be less than [*****] per user per month. The foregoing notwithstanding, Vringo reserves the right to offer each
User a maximum of [*****] free months in any twelve month period. To the extent that Vringo deviates from the above pricing rules, Vringo shall pay to Orange any amounts Orange would have earned had Vringo adhered to said rules. The chart
below illustrates some potential examples of the aforementioned 

  

																							
	 Scenario
	  	 	  	Month 1	 	  	Month 2	 	  	Month 3	 	  	Month 4	 	  	Month 5+	 
							
	1	  	End User Price	  	 	[*****]	  	  	 	[*****]	  	  	 	[*****]	  	  	 	[*****]	  	  	 	[*****]	  
		  	Payment by Vringo to Orange	  	 	[*****]	  	  	 	[*****]	  	  	 	[*****]	  	  	 	[*****]	  	  	 	[*****]	  
							
	2	  	End User Price	  	 	[*****]	  	  	 	[*****]	  	  	 	[*****]	  	  	 	[*****]	  	  	 	[*****]	  
		  	Payment by Vringo to Orange	  	 	[*****]	  	  	 	[*****]	  	  	 	[*****]	  	  	 	[*****]	  	  	 	[*****]	  
							
	3	  	End User Price	  	 	[*****]	  	  	 	[*****]	  	  	 	[*****]	  	  	 	[*****]	  	  	 	[*****]	  
		  	Payment by Vringo to Orange	  	 	[*****]	  	  	 	[*****]	  	  	 	[*****]	  	  	 	[*****]	  	  	 	[*****]	  

  

	 	*	[*****] 

  

	 	2.	The parties may mutually agree in writing to change the above pricing rules. 


 

	 	3.	After a three month launch period, in any given month where Orange’s revenue share is less than [*****], Vringo will either pay Orange a fee to ensure that
the net monthly revenue share received equals [*****]or will offer Orange the opportunity to terminate the contract. 


  
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