Exhibit 10.19


 


CERTAIN PORTIONS OF THIS EXHIBIT HAVE
BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT. THE NON-PUBLIC
INFORMATION HAS BEEN FILED WITH THE COMMISSION.


 


NT AND LICENSOR CONFIDENTIAL


 


DATA
ACQUISITION AGREEMENT


Between


Navigation Technologies North America, LLC, its
corporate affiliates and subsidiaries (“NT”)


and


Mobility Technologies, Inc., its corporate
affiliates and subsidiaries (“LICENSOR”)


 


This Data Acquisition
Agreement (“Agreement”) is made and entered into between NT and LICENSOR as of
the Effective Date:


 


1)


 


	
  a)

  	
   

  	
  Effective Date:

  	
   

  	
  April 1, 2004

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  b)

  	
   

  	
  NT Place of
  Organization:

  	
   

  	
  Delaware

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  c)

  	
   

  	
  LICENSOR Place of
  Incorporation:

  	
   

  	
  Delaware

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  d)

  	
   

  	
  NT Address:

  	
   

  	
  Navigation
  Technologies North America, LLC

  
	
   

  	
   

  	
   

  	
   

  	
  222
  Merchandise Mart Plaza, Suite 900

  
	
   

  	
   

  	
   

  	
   

  	
  Chicago,
  Illinois 60654

  
	
   

  	
   

  	
   

  	
   

  	
  Attn:
  General Counsel

  
	
   

  	
   

  	
   

  	
   

  	
  Phone:
  +1-312-894-7000

  
	
   

  	
   

  	
   

  	
   

  	
  Fax:
  +1-312-894-7228

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  e)

  	
   

  	
  LICENSOR
   Address:

  	
   

  	
  Mobility Technologies, Inc.

  
	
   

  	
   

  	
   

  	
   

  	
  851 Duportail Road, Suite 220

  
	
   

  	
   

  	
   

  	
   

  	
  Wayne, PA 19087

  
	
   

  	
   

  	
   

  	
   

  	
  Attn: Controller

  
	
   

  	
   

  	
   

  	
   

  	
  Phone: +1-610-407-7400

  
	
   

  	
   

  	
   

  	
   

  	
  Fax: +1-610-889-7572

  



 


2)              Definitions.


 


a)              “Coverage Area(s)”
or “Market(s)” shall refer to the geographic Metro areas [ * ]  


 


b)             “Derivative Works” shall mean all analogue,
digital or other works that are created from and/or based in any way on the
Licensor Data.


 


c)              “End-User(s)” shall
mean any entity or person who receives or uses the Licensor Data or information
contained therein or derived therefrom for personal use with no right to
sublicense or transfer Licensor Data to another entity or person.


 


d)             [ * ]


 


e)              “Intellectual
Property Rights” shall mean patent rights, copyrights, database rights,
trademarks, service marks, and any and all other statutory and legal rights and
protections available under applicable laws for the protection of intellectual
property.


 


f)                “Licensor Data”
shall mean Licensor’s data, as defined in Exhibit A hereto.


 


g)             “NT Database” shall
mean any geographic database made by or for, and generally released by NT.


 


h)             [ * ]


 










[*]  Confidential material
omitted pursuant to a request for confidential treatment. The non-public
information has been filed with the Commission.


 





















 


3)              Services/Delivery.   (a) During the Term (as hereinafter
defined), Licensor shall provide NT with the Services (as defined in Exhibit A
hereof) and subject to the terms of the Service Level Agreement set forth in Exhibit C
hereof and other requirements set forth in Exhibit A.    The initial Coverage Area of the Licensor
Data included as part of the Services as of the Effective Date is set forth on Exhibit B
hereto (the “Initial Coverage Area”).  [ * ]




(b)         [ * ]


 


(c)          In addition, in the
event Licensor provides or agrees to provide [ * ]


 


(d)         Notwithstanding the
foregoing, [ * ]


 


4)              Grant of License.


 


a)              License.  Licensor hereby grants NT a non-transferable,
worldwide, non-exclusive license to:


 


i)                 use the Licensor
Data and/or the Services  [ * ]


 


ii)              [ * ]


 


iii)           [ * ]


 










[*]  Confidential material
omitted pursuant to a request for confidential treatment. The non-public
information has been filed with the Commission.


 


2





















 


[ * ]


 


Without limiting the foregoing, NT shall protect
Licensor Data with methods and license restrictions which are generally similar
to and no less protective than the methods and license restrictions used to
protect NT’s geographic database, and in no event less than a reasonable
standard of care.  [ * ]


 


b)             Subcontractors.  NT and Sublicensees shall have the right to
use the services of third parties from time to time in the exercise of their
respective license rights under Section 4(a), subject to the same
restrictions and limitations placed on the license provided to NT hereunder.


 


c)              [ * ]


 


d)             [ * ]


 


e)              Restrictions.  Notwithstanding the foregoing, NT may not
broadcast or disseminate the Licensor Data, or license third parties to
broadcast or disseminate the Licensor Data via any radio or television systems
audio or visual presentation, whether by broadcast, satellite or cable, or via any
Internet or World Wide Web site without the prior written permission of
Licensor, which Licensor may grant or refuse in its sole discretion.  [ * ]


 


5)              Maintenance/Quality.  Licensor shall provide the Services in
accordance with the service level agreement attached hereto as Exhibit C
and the other requirements set forth in Exhibit A.   Licensor shall use commercially reasonable
efforts to continue to improve the quality of the Licensor Data in the
aggregate during the Term where it is commercially practical to do so.


 


6)              License Fee.


 


a)              Initial Advance
Payment.  NT shall provide Licensor a
prepayment in the amount of Nine Million Eight Hundred Seventy Thousand Dollars
($9,870,000) (the “Initial Advance Payment”, together with all Additional
Advance Payments (as hereinafter defined), the “Advance Payment”) which shall
be payable as follows via wire transfer to an account designated by
Licensor:  (i) One Million Five
Hundred Thousand Dollars ($1,500,000) shall be paid  [ * ]


 


(ii) One
Million Five Hundred Thousand Dollars ($1,500,000) shall be paid  [ * ]


 


(iii) One
Hundred Seventy Thousand Dollars ($170,000) shall be paid [ * ]


 


(for an aggregate
of $1,870,000), and (iv) Eight Hundred and Thirty Three Thousand Three
Hundred shall be paid [ * ]


 










[*]  Confidential material
omitted pursuant to a request for confidential treatment. The non-public
information has been filed with the Commission.


 


3





















 


b)             Restrictions on
Use of Initial Advance Payment. 
Licensor may only use the Initial Advance Payment to fund operations
related to the provision of the Licensor Data for the Initial Coverage Area,
the Second Coverage Area and the Third Coverage Area to NT hereunder.  Without limiting the foregoing, Licensor may
not use all or any portion of the Initial Advance Payment to (i) fund any
operations not related to the provision of the Licensor Data to NT for the
Initial Coverage Area, the Second Coverage Area or the Third Coverage Area, (ii) repay
any funded indebtedness or (iii) make any dividends to its shareholders.
Licensor shall maintain accurate records
regarding its use of the Initial Advance Payment during the Term.  NT shall have the right once annually, at its
own expense and on reasonable notice, to audit Licensor’s records to the extent
necessary to verify the use of the Initial Advance Payment and compliance with
this Agreement.  NT shall ensure all
information obtained during the audits is maintained strictly confidential and
is subject to the terms of Section 14(b).


 


c)              Additional
Advance Payment. Licensor shall, upon request of NT, add additional
Coverage Areas (the “Approved Additional Coverage Areas”) for the Licensor Data
provided by Licensor as part of the Services; provided that (i) such
Approved Additional Coverage Areas must be one of the Coverage Areas identified
on Exhibit E hereto;  [ * ]


 


d)             Restriction on Use
of Additional Advance Payment. 
Licensor may only use the Additional Advance Payment to fund operations
related to the provision of the Licensor Data for the Approved Additional
Coverage Areas.  Without limiting the
foregoing, Licensor may not use all or any portion of the Additional Advance
Payment to (i) fund any operations not related to the provision of the
Licensor Data for the Approved Additional Coverage Areas to NT, (ii) repay
any funded indebtedness or (iii) make any dividends to its
shareholders.  Licensor shall maintain accurate records regarding its
use of the Additional Advance Payment during the Term.  NT shall have the right once annually, at its
own expense and on reasonable notice, to audit Licensor’s records to the extent
necessary to verify the use of the Additional Advance Payment and compliance
with this Agreement.  NT shall ensure
that all information obtained during the audits is maintained strictly
confidential and is subject to the terms of Section 14(b).


 


e)              Application of
Advance Payment.  The Advance Payment
shall be applied against any license fees due hereunder, and NT shall not be
required to pay Licensor any additional license fees unless and until the
entire amount of the Advance Payment has been applied.


 


f)                License Fee
Reports/Payment.  Within forty-five
(45) days after the end of each calendar quarter, NT shall send Licensor a
license fee report setting forth the calculation of the license fees due by NT
to Licensor for such calendar quarter, the amount of the Advance Payment
applied against such license fees and the remaining amount of the Advance
Payment that has not yet been applied. 
To the extent that all of the Advance Payment has been applied, NT shall
include its payment along with the license fee report.  Licensor
shall have the right once annually during the Term, at its own expense and on
reasonable notice, to audit NT’s records to the extent necessary to verify the
license fee report.  Licensor shall
ensure all information obtained during the audits is maintained strictly
confidential and is subject to the terms of Section 14(b).


 


g)             License Fees for  [ * ]  The license fees due by NT to Licensor
hereunder for  [ * ]


shall equal the
following amounts per End-User per month based on the number of Coverage Areas
where NT is commercially using any Licensor Data. [ * ]


 










[*]  Confidential material
omitted pursuant to a request for confidential treatment. The non-public
information has been filed with the Commission.


 


4





















 


[ * ]


 


h)             License Fees for
Other Applications.  During the Term,
the parties agree to use good faith efforts to agree to license fees for
applications other than  [ * ],
which applications and pricing would be defined in a written amendment to this
Agreement or as otherwise agreed in writing by the parties.  Without limiting the foregoing, the parties
will use commercially reasonable efforts to seek to reach such written
agreement within thirty (30) days of the Licensor’s receipt of the definition
of the new application and its uses.


 


i)                 No Other Fees.  NT shall not be required to pay any fees,
payments, royalties, or other amounts other than those expressly set forth in
this Section.


 


j)                 Currency.  All references to “dollars” or “$” shall
refer to U.S. Dollars.


 


k)              Acknowledgement.  For purposes of this Agreement, Licensor
recognizes the License Fees [ * ]


 










[*]  Confidential material
omitted pursuant to a request for confidential treatment. The non-public
information has been filed with the Commission.


 


5





















 


[ * ]


 


7)              [ * ]


 


8)              Traffic Codes.  [ * ]


 


9)              Representations
and Warranties/Rights Reserved/Other Covenants.


 


a)              Licensor represents
and warrants that it has all rights necessary to grant the licenses herein, and
that the Licensor Data and the Services do not in any way infringe the
Intellectual Property Rights of any third party. Nothing stated herein shall be
deemed to grant, transfer, assign or set over unto NT any right, title,
interest or ownership of any or all Licensor Data and Services, including all
Intellectual Property Rights thereto (except as expressly set forth herein),
all of which are hereby expressly reserved by Licensor.  WITH THE EXCEPTION OF THE EXPRESS WARRANTIES
SET FORTH IN THIS AGREEMENT, LICENSOR EXPRESSLY DISCLAIMS ANY AND ALL
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED
WARRANTIES OF MERCHANTABILITY, ACCURACY, TITLE OR FITNESS FOR A PARTICULAR
PURPOSE RELATING TO ANY PERFORMANCE OF ANY OF ITS OBLIGATIONS HEREUNDER OR ALL
OR ANY PORTION THEREOF.


 


b)             Subject to clause
9(a), NT owns all right, title and interest, including all Intellectual
Property Rights, in and to the NT Database and any Derivative Works, except
that such rights, titles and interest, including all Intellectual Property
Rights, shall not include Licensor Data and Services.  Licensor acknowledges and agrees that it
shall not acquire or assert any right, title or interest in or to the NT
Database or Derivative Works, or any Intellectual Property Rights thereto,
based on any use or incorporation of Licensor Data as permitted under this
Agreement or otherwise.


 


c)              Each party agrees
that all rights, title and interest, including any Intellectual Property
Rights, in any work created or developed by a party in connection with this
Agreement shall remain with that party. 
Rights to any work jointly developed by the parties will be mutually
agreed upon in writing prior to the work starting.


 


d)             [ * ]


 


e)              [ * ]


 


f)                NT agrees that to the extent it enters into
agreements with third parties to license the Licensor Data and/or Services that
includes limitations of liability, NT will include Licensor in such limitation
(e.g. if the provision states that NT shall not be 


 










[*]  Confidential material
omitted pursuant to a request for confidential treatment. The non-public
information has been filed with the Commission.


 


6





















 


responsible
for consequential damages, NT could satisfy this requirement by modifying the
provision to state that “neither NT nor its licensors shall be responsible for
consequential damages”).


 


10)        Limitation of Liability &
Indemnity.


 


a)              Under no circumstances will either party be
liable under any provision of this Agreement, contract, law, statute or other
legal or equitable theory for any consequential, indirect, special, punitive or
incidental damages, or lost profits.


 


b)             [ * ]


 


c)              Licensor shall indemnify and hold harmless NT
from and against any and all claims, actions, liabilities and damages,
including costs and attorneys fees, arising out of or in connection with an
assertion that the Licensor Data or Services as supplied by Licensor to NT
infringes any copyright or other Intellectual Property Right of a third party;
provided that (i) Licensor is promptly notified in writing of such claim
or suit, (ii) Licensor shall have the sole control of the defense and/or
settlement thereof, and (iii) NT furnishes to Licensor, on request, all
relevant information available to NT and reasonable cooperation for such
defense.  Licensor shall have no
obligation to indemnify NT (i) for any claim that arises solely under the
circumstances set forth in the first sentence of Section 10(d) below
or (ii) to the extent such claim arises solely as a result of NT’s
modification or alteration of the Licensor Data or the combination by NT of the
Licensor Data with other data.  The
limitations of liability in Sections 10(a) and (b) shall not apply to
Licensor’s indemnification obligations under this Section 10(c).


 


d)             NT shall indemnify and hold harmless Licensor
from and against any and all claims, actions, liabilities and damages,
including costs and attorney fees, arising out of or in connection with an
assertion that the NT Database or any data disseminated by NT other than the
Licensor Data infringes any copyright or other Intellectual Property Right of a
third party; provided that (i) NT is promptly notified in writing of such
claim or suit, (ii) NT shall have the sole control of the defense and/or
settlement thereof, and (iii) Licensor furnishes to NT, on request, all
relevant information available to Licensor and reasonable cooperation for such
defense.    NT shall have no obligation
to indemnify Licensor (i) for any claim that arises solely under the
circumstances set forth in the first sentence of Section 10(c) above.  The limitations of liability in Sections 10(a) and
(b) shall not apply to NT indemnification obligations under this Section 10(d).


 


e)              Each party shall indemnify the other from and
against any and all third party claims, actions, liabilities and damages,
including costs and attorneys’ fees, arising out of or in connection with the
other party’s breach of a representation or warranty set forth herein, or
failure to perform or comply with any term of this Agreement; provided that NT
shall have taken all reasonable actions to mitigate third party claims,
liabilities and damages. [ * ]


 


11)        Successors and Assigns.  The
rights and obligations of each party under this Agreement may not be
transferred or assigned directly or indirectly without the prior written
consent of the other party, which consent will not be unreasonably withheld,
except that either party may assign this Agreement to a parent, subsidiary, or
any entity that acquires substantially all of its stock, assets or
business.  Except as otherwise expressly
provided herein, the provisions hereof shall inure to the benefit of, and be
binding upon, the successors, assigns, heirs, executors and administrators of
the parties hereto.


 


12)        Legal Relationship.  This Agreement does not constitute a
partnership or agency between the parties and each party shall not assume or
create any obligation or liability on behalf of the other party to this
Agreement in any manner whatsoever.


 


13)        Force Majeure.  In the event of any delay in performance by either party due to any
cause arising from or attributable to acts, events, non-happenings, omissions,
accidents or acts of God beyond the reasonable control of such party, the party
affected thereby shall be under no liability for loss or injury suffered by the
other party as a result thereof and the performance of such obligation by the
party affected thereby shall be suspended during such delay and upon cessation
of the cause of such delay, this Agreement shall again become fully operative
and such affected party shall immediately rectify such delay in performance,
provided that, if such delay pertains to a material obligation of the party
affected by such event of force majeure
and such delay shall exceed 6 (six) months, either party shall be entitled to
terminate this Agreement by written notice to the other.


 


14)        Confidentiality.


 


a)              Each party agrees
that this Agreement and the contents thereof are confidential and shall not be
disclosed to any third party without the prior written permission of the other
party; provided that either party may disclose this Agreement to its actual and
potential security holders (debt and/or equity) so long as such parties are
subject to restrictions on disclosure no less restrictive than the restrictions
set forth herein.


 










[*]  Confidential material
omitted pursuant to a request for confidential treatment. The non-public information
has been filed with the Commission.


 


7





















 


b)             Each party agrees
that all patents, code, designs, formulations, inventions, algorithms, know-how
and ideas and all other business, technical and financial information they
obtain from the other are the confidential property of the disclosing party (“Confidential
Information” of the disclosing party). 
Except as expressly and unambiguously allowed herein, the receiving
party will hold in confidence and not use or disclose any Confidential
Information of the disclosing party and shall similarly bind its
employees.  Upon termination of this
Agreement or upon request of the disclosing party, the receiving party will
return to the disclosing party all Confidential Information of such disclosing
party, all documents and media containing such Confidential Information and any
and all copies or extracts thereof.  The
provisions of this clause shall not apply to the whole or any part of the
confidential information to the extent that it: (1) is or has become
readily publicly available without restriction through no fault of the
receiving party or its employees or agents; or (2) is received without
restriction from a third party lawfully in possession of such information and
lawfully empowered to disclose such information; or (3) was rightfully in
the possession of the receiving party without restriction prior to its
disclosure by the other party; or (4) was independently developed by
employees or consultants of the receiving party without access to such
Confidential Information.  It shall not
be a violation of this Agreement if a receiving party discloses particular
Confidential Information of a disclosing party when required to disclose such
Confidential Information by law or by order of a court of competent
jurisdiction; provided that the receiving party uses its commercially
reasonable efforts to promptly notify the disclosing party of such law or
order, and reasonably cooperates in any attempt by the disclosing party to
quash such requirement or minimize the required disclosure.


 


c)              The parties agree
that Licensor Data, as used by NT in accordance with this Agreement, shall not
constitute Confidential Information.


 


15)        Term/Termination.


 


a)              Term.  The term of this Agreement shall be for a
period of five (5) years beginning on the Effective Date (the “Initial
Term”, together with any extensions, the “Term”).  No less than twelve (12) months before
the expiration of this Agreement, both parties shall begin good faith efforts
to negotiate an extension to this Agreement or a new agreement regarding the
subject matter hereof.


 


b)             Termination for
Breach.  Either party may terminate
this Agreement by written notice if the
other party fails to cure any material breach within 30 days of receipt of
written notice of such breach.


 


c)              Termination for
Force Majeure.  This Agreement may be
terminated as provided in Section 13 (Force Majeure) .


 


d)             Termination for Bankruptcy.  Either party may terminate this Agreement immediately if any of the following events
occur affecting the other party: (a) voluntary bankruptcy or application
for bankruptcy; (b) involuntary bankruptcy or application for bankruptcy
not discharged within 60 days; (c) appointment of receiver or trustee in
bankruptcy for all or a portion of the other party’s assets; or (d) an
assignment for the benefit of creditors.


 


e)              Termination for
Certain Acquisitions.  NT shall have
the right to immediately terminate this Agreement in the event Licensor sells
all or substantially all of its business (whether by stock sale, asset sale,
merger or otherwise) to  [ * ]. Similarly,
Licensor shall have the right to immediately terminate this Agreement in the
event NT sells all or substantially all of its business (whether by stock sale,
asset sale, merger or otherwise) to  [ * ].


 


16)        Post-Termination/Expiration
Obligations and Rights.


 


a)              Upon expiration or
termination of this Agreement, Licensor shall repay NT, within ninety (90) days
after such expiration or termination, an amount equal to the unapplied Advance
Payment less the Aggregate Unapplied Minimum (as hereinafter defined).  The “Aggregate Unapplied Minimum” shall mean
the sum of the Unapplied Minimums (as hereinafter defined) for each annual
period of this Agreement.  The “Unapplied
Minimums” shall mean, for each annual period of this Agreement, the amount by
which the license fees due hereunder is less than the minimum license fees for
such annual period set forth below, if any:


 


	
   

  	
   

  	
  Minimum License Fees

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Year 1

  	
   

  	
  $

  	
  400,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Year 2

  	
   

  	
  $

  	
  400,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Year 3

  	
   

  	
  $

  	
  400,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Year 4

  	
   

  	
  $

  	
  800,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Year 5

  	
   

  	
  $

  	
  1,000,000

  	
   

  



 










[*]  Confidential material
omitted pursuant to a request for confidential treatment. The non-public
information has been filed with the Commission.


 


8





















 


Notwithstanding the foregoing, in the event NT terminates this
Agreement in accordance with Section 15(b), (c), (d) or (e), the
Aggregate Unapplied Minimums shall only mean the sum of the Unapplied Minimums
(or pro rated amounts thereof) up to such date of termination.


 


b)             Upon expiration of
this Agreement, if the total Advance Payment exceeded Eight Million Dollars
($8,000,000), Licensor may delay a portion of its payment obligation determined
in Section 16(a) by reducing such amount by the “Amortizable Amount”,
defined as the lesser of either (i) the total Advance Payment minus Eight
Million Dollars ($8,000,000) or (ii) the total Advance Payment minus the
sum of the applied Advance Payment and the Aggregate Unapplied Minimum (as
calculated in Section 16(a)).  The
Amortizable Amount shall be repaid over a three (3) year period using an
interest rate of prime plus 1% beginning at the expiration of this Agreement
with payments made quarterly.


 


17)        Dispute Resolution.


 


a)              Any dispute arising out of or in
connection with this Agreement shall in the first instance be referred for
consideration and possible resolution to the duly authorized representative of
NT and Licensor.


 


b)             Alternative Dispute Resolution.  In case of any controversy or
claim arising out of or related to this Agreement, the parties agree to meet to
resolve such dispute in good faith. 
Should such a resolution not be reached within thirty (30) calendar
days, or any longer period mutually agreed to by the parties, the parties agree
to submit disputes between them relating to this Agreement, and its formation,
breach, performance, interpretation, and application to arbitration as set
forth in this Section 17. Arbitration will be conducted pursuant to the
Commercial Rules of the American Arbitration Association, as modified
herein.  Unless the parties can agree
upon a mutually acceptable single arbitrator within fifteen (15) days after the
date specified in the written notice of the party requesting arbitration, each
party will appoint a single arbitrator within an additional fifteen (15) days
thereafter.  The two arbitrators so
chosen will appoint a third arbitrator who must have knowledge of the subject
matter contemplated in this Agreement within an additional fifteen (15) days
thereafter, or if an arbitrator with such knowledge cannot be reasonably
appointed in such time, then an arbitrator that the initial two arbitrators
determine would be most suitable for the matter.  The arbitration hearing will be commenced
within sixty (60) days after the mutual appointment of one arbitrator or the
appointment of all three arbitrators and the hearing will be completed and an
award rendered in writing within thirty (30) days after the commencement of the
hearing, unless the arbitrators determine that exceptional circumstances
justify delay.  The arbitration will be
conducted in Wilmington, DE.  The
decision of the arbitrators will be binding and conclusive on all parties
involved, and judgment upon their decision may be entered in a court of
competent jurisdiction.  Each party will
bear its own legal expenses and costs of arbitration, including attorneys’
fees.  The costs and expenses of the
arbitration proceedings, including applicable arbitrators’ fees and expenses,
will be borne equally by the parties or as otherwise determined by the
arbitrators.  Notwithstanding the
foregoing, either party may seek injunctive relief in a court of law or equity
to enforce, assert, or preserve its rights in: (i) any intellectual
property, including, without limitation, any rights it has in patents,
copyrights, trademarks, or trade secrets; or (ii) confidential or
proprietary information as described in this Agreement.  This Section will in no way be construed
to allow for an award of monetary damages other than by arbitration.  To the fullest extent permitted by applicable
law, each of the parties hereto hereby waives, and covenants that it will not
assert (whether as plaintiff, defendant, or otherwise), any right to trial by
jury in any forum in respect of any issue, claim, demand, action, or cause of
action arising out of or based upon this Agreement whether now existing or
hereafter arising or whether in contract, in tort, or otherwise.  Each party hereby submits to the personal
jurisdiction of the State and Federal courts in the State of Delaware for
purposes of the enforcement of any awards pursuant to arbitration and for
purposes of the appropriate court to provide injunctive relief.


 


18)        Notices.  All notices required or permitted under this
Agreement must be in writing and delivered by hand, fax or nationally
recognized overnight courier addressed if to NT and if to Licensor at the NT
Address and Licensor Address, respectively, set forth on the cover page of
this Agreement, or at such other address as either party shall have furnished
to the other in writing.  All such
notices and other written communications shall be effective (1) if sent by
overnight courier, two business days after mailing and (2) if sent
otherwise, upon delivery.


 


19)        Press Releases.  Neither party shall issue any press release
or make any other written public disclosures regarding this Agreement or the
terms thereof without the prior written consent of the other party, unless
required by law or by order of a court of competent jurisdiction.


 










[*]  Confidential material
omitted pursuant to a request for confidential treatment. The non-public
information has been filed with the Commission.


 


9





















 


20)        General


 


a)              This Agreement
constitutes the entire agreement between the parties with regard to the subject
matter thereof and no other conditions, warranties, guarantees and
representations shall be of any force or effect other than those that are
included herein.


 


b)             No alteration or
variation to, or consensual cancellation of this Agreement shall be of any
force or effect unless it is recorded in writing and signed by all the parties
to this Agreement.


 


c)              No failure by a
party to enforce any provision of this Agreement shall constitute a waiver of
such provision or affect in any way a party’s right to require performance of
any such provision at any time in the future, nor shall the waiver of any
subsequent breach nullify the effectiveness of the provision itself.


 


d)             In the event that any
of the terms of this Agreement are found to be invalid, unlawful or
unenforceable, such terms will be severable. 
If any invalid term is capable of amendment to render it valid, the
parties agree to negotiate an amendment to remove the invalidity.


 


e)              The parties shall
each pay their own costs of negotiating, drafting, preparing and implementing
this Agreement and the appendices to it.


 


f)                Execution of this
Agreement by the parties hereto in counterparts hereof shall constitute valid
execution.


 


g)             Each party warrants
to the other party that it has power, authority and legal right to sign and
perform this Agreement and that this Agreement has been duly authorized by all
necessary actions of its directors and constitutes valid and binding
obligations on it in accordance with the terms of this Agreement.


 


h)             Subject to Section 17,
any party shall be entitled to institute all or any proceedings against the
other in connection with this Agreement in the applicable courts in the State of
Delaware.  The parties hereby consent and
submit to the jurisdiction of those courts.


 


i)                 This Agreement
shall be construed and governed by the laws of the State of Delaware without
giving effect to the conflict of laws provisions.  The United Nations Convention for the
International Sale of Goods is expressly excluded.


 


j)                 Sections 9 (Rights Reserved), 10 (Limitation
of Liability and Indemnity), 14 (Confidentiality), 16 (Post-Termination
Expiration Obligations and Rights) and 20 (General) shall survive termination
or expiration of this Agreement.


 


*
* *


 










[*]  Confidential material
omitted pursuant to a request for confidential treatment. The non-public
information has been filed with the Commission.


 


10





















 


IN WITNESS WHEREOF, the
parties have caused their duly authorized representatives to execute this
Agreement as of the Effective Date above first written.


 


	
  MOBILITY TECHNOLOGIES, INC.

  	
   

  	
  NAVIGATION TECHNOLOGIES NORTH AMERICA, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ CHRISTOPHER M. ROTHEY

  	
   

  	
  By:

  	
  /s/ JOHN K. MACLEOD

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  CHRISTOPHER M. ROTHEY

  	
   

  	
  Name:

  	
  JOHN K. MACLEOD

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  COO

  	
   

  	
  Title:

  	
  EVP

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  3/24/04

  	
   

  	
  Date:

  	
  3/26/04

  



 










[*]  Confidential material
omitted pursuant to a request for confidential treatment. The non-public
information has been filed with the Commission.


 


11





















 


Exhibit A
– Definition of Licensor Data and Services


 


(a)                                  Licensor
Data.  During the Term, Licensor
shall provide NT with the Licensor Data at the time and for the Coverage Areas
set forth in the Agreement, and pursuant to the terms set forth in Exhibit C
hereto. [ * ]


 


(b)         Services.  During the Term, Licensor shall provide NT
with the Services for the Coverage Areas set forth in the Agreement in accordance
with the Service Level Agreement attached hereto as Exhibit C. [ * ]


 


(c)          System Availability
and Support 


 


i)                 Telephone and Email Support. 
Licensor shall provide email and telephone support to NT in connection
with the Services [ * ]


 


ii)              Notice of Change.  Licensor will provide NT a minimum of [ * ]     prior
written notification of changes to the format or access method of the data feed
as permitted in (a) and (b) above.


 


(d)         Coverage Area & Hours of Operation


 


a)              Coverage Area


 


	
  Coverage
  Area

  	
   

  	
  Geographic
  extent of incidents and flow within a metropolitan area

  	
   

  	
  [ * ]

  



 










[*]  Confidential material
omitted pursuant to a request for confidential treatment. The non-public
information has been filed with the Commission.


 


12





















 


b)             Hours of Operation


 


	
  Coverage

  	
   

  	
  Description

  	
   

  	
  Value

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Hours
  of Operation

  	
   

  	
  Unscheduled
  Incidents

  Scheduled Incidents

  Flow Data

  	
   

  	
  [ * ]

  



 


[ * ]


 










[*]  Confidential material
omitted pursuant to a request for confidential treatment. The non-public
information has been filed with the Commission.


 


13





















 


Exhibit B
– Initial Coverage Area


 


	
  Rank*

  	
   

  	
  Market

  
	
  1

  	
   

  	
  New York, NY

  
	
  2

  	
   

  	
  Los Angeles, CA

  
	
  3

  	
   

  	
  Chicago, IL

  
	
  4

  	
   

  	
  San Francisco, CA

  
	
  5

  	
   

  	
  Dallas - Ft. Worth, TX

  
	
  6

  	
   

  	
  Philadelphia, PA

  
	
  7

  	
   

  	
  Houston-Galveston, TX

  
	
  8

  	
   

  	
  Washington, DC

  
	
  10

  	
   

  	
  Detroit, MI

  
	
  15

  	
   

  	
  Phoenix, AZ

  
	
  19

  	
   

  	
  Baltimore, MD

  
	
  20

  	
   

  	
  St. Louis, MO

  
	
  23

  	
   

  	
  Pittsburgh, PA

  
	
  30

  	
   

  	
  San Jose, CA

  



 










*Rank is the Market Rank determined by radio market size as reported by
BIA.


 










[*]  Confidential material
omitted pursuant to a request for confidential treatment. The non-public
information has been filed with the Commission.


 


14





















 


Exhibit C
– Service Level Agreement


 


[ * ]


 










[*]  Confidential material
omitted pursuant to a request for confidential treatment. The non-public
information has been filed with the Commission.


 


15





















 


[ * ]


 










[*]  Confidential material
omitted pursuant to a request for confidential treatment. The non-public
information has been filed with the Commission.


 


16





















 


[ * ]


 


4.7                                 License
fee adjustments for quality


 


[ * ]


 


Nothing
in this Section 4.7 shall in any way limit NT’s right to terminate the
Agreement pursuant to Section 15 of the Agreement; provided, however, that
NT may only terminate this Agreement based on this Section 4 of this
Service Level Agreement if (i) the total population coverage (as
determined by NT from a nationally recognized source of such information [ * ]) subject to
license fee adjustments under this Section 4.7 exceeds 15% of the Covered
Population for at least 180 contiguous days or (ii) any one (1) Coverage
Area is subject to license fee adjustments under this Section 4.7 for
longer than 270 contiguous days.


 


[ * ]


 










[*]  Confidential material
omitted pursuant to a request for confidential treatment. The non-public
information has been filed with the Commission.


 


17





















 


[ * ]


 










[*]  Confidential material
omitted pursuant to a request for confidential treatment. The non-public
information has been filed with the Commission.


 


18





















 


[ * ]


 










[*]  Confidential material
omitted pursuant to a request for confidential treatment. The non-public
information has been filed with the Commission.


 


19





















 


Exhibit D –
Third Coverage Area


 


	
  Rank
  *

  	
   

  	
  Market

  
	
  18

  	
   

  	
  Nassau-Suffolk, NY

  
	
  21

  	
   

  	
  Tampa-St. Petersburg-Clearwater, FL

  
	
  27

  	
   

  	
  Sacramento, CA

  
	
  28

  	
   

  	
  Riverside-San Bernardino, CA

  
	
  34

  	
   

  	
  Providence-Warwick-Pawtucket, RI

  
	
  36

  	
   

  	
  Middlesex-Somerset-Union, NJ

  
	
  38

  	
   

  	
  Orlando, FL

  
	
  52

  	
   

  	
  Monmouth-Ocean, NJ

  
	
  60

  	
   

  	
  Westchester, NY

  
	
  76

  	
   

  	
  Wilmington, DE

  
	
  77

  	
   

  	
  Sarasota – Bradenton, FL

  



 










* Rank is the Market Rank determined by radio
market size as reported by BIA.


 










[*]  Confidential material
omitted pursuant to a request for confidential treatment. The non-public
information has been filed with the Commission.


 


20





















 


Exhibit E


 


	
  Rank

  	
   

  	
  Market

  
	
  1

  	
   

  	
  New York, NY

  
	
  2

  	
   

  	
  Los Angeles, CA

  
	
  3

  	
   

  	
  Chicago, IL

  
	
  4

  	
   

  	
  San Francisco, CA

  
	
  5

  	
   

  	
  Dallas - Ft. Worth, TX

  
	
  6

  	
   

  	
  Philadelphia, PA

  
	
  7

  	
   

  	
  Houston-Galveston, TX

  
	
  8

  	
   

  	
  Washington, DC

  
	
  9

  	
   

  	
  Boston, MA

  
	
  10

  	
   

  	
  Detroit, MI

  
	
  11

  	
   

  	
  Atlanta, GA

  
	
  12

  	
   

  	
  Miami-Ft.
  Lauderdale-Hollywood, FL

  
	
  14

  	
   

  	
  Seattle-Tacoma, WA

  
	
  15

  	
   

  	
  Phoenix, AZ

  
	
  16

  	
   

  	
  Minneapolis - St. Paul,
  MN

  
	
  17

  	
   

  	
  San Diego, CA

  
	
  18

  	
   

  	
  Nassau-Suffolk, NY

  
	
  19

  	
   

  	
  Baltimore, MD

  
	
  20

  	
   

  	
  St. Louis, MO

  
	
  21

  	
   

  	
  Tampa-St. Petersburg-Clearwater,
  FL

  
	
  22

  	
   

  	
  Denver - Boulder, CO

  
	
  23

  	
   

  	
  Pittsburgh, PA

  
	
  24

  	
   

  	
  Portland, OR

  
	
  25

  	
   

  	
  Cleveland, OH

  
	
  26

  	
   

  	
  Cincinnati, OH

  
	
  27

  	
   

  	
  Sacramento, CA

  
	
  28

  	
   

  	
  Riverside-San
  Bernardino, CA

  
	
  29

  	
   

  	
  Kansas City, MO-KS

  
	
  30

  	
   

  	
  San Jose, CA

  
	
  31

  	
   

  	
  San Antonio, TX

  
	
  32

  	
   

  	
  Salt Lake City - Ogden,
  UT

  
	
  33

  	
   

  	
  Milwaukee - Racine, WI

  



 










[*]  Confidential material
omitted pursuant to a request for confidential treatment. The non-public
information has been filed with the Commission.


 


21





















 


	
  Rank

  	
   

  	
  Market

  
	
  34

  	
   

  	
  Providence-Warwick-Pawtucket,
  RI

  
	
  35

  	
   

  	
  Columbus, OH

  
	
  36

  	
   

  	
  Middlesex-Somerset-Union,
  NJ

  
	
  37

  	
   

  	
  Charlotte-Gastonia-Rock
  Hill, NC

  
	
  38

  	
   

  	
  Orlando, FL

  
	
  39

  	
   

  	
  Las Vegas, NV

  
	
  40

  	
   

  	
  Norfolk-Virginia
  Beach-Newport News, VA

  
	
  41

  	
   

  	
  Indianapolis, IN

  



 










[*]  Confidential material
omitted pursuant to a request for confidential treatment. The non-public
information has been filed with the Commission.


 


22





















 


Exhibit F


 


	
  Rank

  	
   

  	
  Market

  
	
  1

  	
   

  	
  New York, NY

  
	
  2

  	
   

  	
  Los Angeles, CA

  
	
  3

  	
   

  	
  Chicago, IL

  
	
  4

  	
   

  	
  San Francisco, CA

  
	
  5

  	
   

  	
  Dallas - Ft. Worth, TX

  
	
  6

  	
   

  	
  Philadelphia, PA

  
	
  7

  	
   

  	
  Houston-Galveston, TX

  
	
  8

  	
   

  	
  Washington, DC

  
	
  9

  	
   

  	
  Boston, MA

  
	
  10

  	
   

  	
  Detroit, MI

  
	
  11

  	
   

  	
  Atlanta, GA

  
	
  12

  	
   

  	
  Miami-Ft.
  Lauderdale-Hollywood, FL

  
	
  14

  	
   

  	
  Seattle-Tacoma, WA

  
	
  15

  	
   

  	
  Phoenix, AZ

  
	
  16

  	
   

  	
  Minneapolis - St. Paul,
  MN

  
	
  17

  	
   

  	
  San Diego, CA

  
	
  18

  	
   

  	
  Nassau-Suffolk, NY

  
	
  19

  	
   

  	
  Baltimore, MD

  
	
  20

  	
   

  	
  St. Louis, MO

  
	
  21

  	
   

  	
  Tampa-St.
  Petersburg-Clearwater, FL

  
	
  22

  	
   

  	
  Denver - Boulder, CO

  
	
  24

  	
   

  	
  Portland, OR

  
	
  25

  	
   

  	
  Cleveland, OH

  
	
  26

  	
   

  	
  Cincinnati, OH

  
	
  29

  	
   

  	
  Kansas City, MO-KS

  
	
  31

  	
   

  	
  San Antonio, TX

  
	
  32

  	
   

  	
  Salt Lake City - Ogden, UT

  
	
  33

  	
   

  	
  Milwaukee - Racine, WI

  
	
  35

  	
   

  	
  Columbus, OH

  
	
  37

  	
   

  	
  Charlotte-Gastonia-Rock Hill, NC

  
	
  39

  	
   

  	
  Las Vegas, NV

  



 










[*]  Confidential material
omitted pursuant to a request for confidential treatment. The non-public
information has been filed with the Commission.


 


23





















 


	
  Rank

  	
   

  	
  Market

  
	
  40

  	
   

  	
  Norfolk-Virginia Beach-Newport News, VA

  
	
  41

  	
   

  	
  Indianapolis, IN

  
	
  42

  	
   

  	
  Austin, TX

  
	
  43

  	
   

  	
  Greensboro-Winston Salem-High Point, NC

  
	
  44

  	
   

  	
  New Orleans, LA

  
	
  45

  	
   

  	
  Nashville, TN

  
	
  46

  	
   

  	
  Raleigh - Durham, NC

  
	
  47

  	
   

  	
  West Palm Beach-Boca Raton, FL

  
	
  48

  	
   

  	
  Memphis, TN

  
	
  49

  	
   

  	
  Hartford-New Britain-Middletown, CT

  
	
  50

  	
   

  	
  Jacksonville, FL

  
	
  51

  	
   

  	
  Buffalo-Niagara Falls, NY

  
	
  53

  	
   

  	
  Oklahoma City, OK

  
	
  54

  	
   

  	
  Rochester, NY

  
	
  55

  	
   

  	
  Louisville, KY

  
	
  56

  	
   

  	
  Richmond, VA

  
	
  57

  	
   

  	
  Birmingham, AL

  
	
  58

  	
   

  	
  Dayton, OH

  
	
  59

  	
   

  	
  Greenville-Spartanburg, SC

  
	
  61

  	
   

  	
  Honolulu, HI

  
	
  62

  	
   

  	
  Tucson, AZ

  
	
  63

  	
   

  	
  McAllen-Brownsville-Harlingen, TX

  
	
  64

  	
   

  	
  Albany-Schenectady-Troy, NY

  
	
  65

  	
   

  	
  Tulsa, OK

  
	
  66

  	
   

  	
  Grand Rapids, MI

  
	
  67

  	
   

  	
  Ft. Myers-Naples-Marco Island, FL

  
	
  68

  	
   

  	
  Fresno, CA

  
	
  69

  	
   

  	
  Wilkes Barre - Scranton, PA

  
	
  70

  	
   

  	
  Allentown - Bethlehem, PA

  
	
  71

  	
   

  	
  Albuquerque, NM

  
	
  72

  	
   

  	
  Knoxville, TN

  
	
  73

  	
   

  	
  Akron, OH

  
	
  74

  	
   

  	
  Omaha - Council Bluffs, NE-IA

  



 










[*]  Confidential material
omitted pursuant to a request for confidential treatment. The non-public
information has been filed with the Commission.


 


24





















 


	
  Rank

  	
   

  	
  Market

  
	
  75

  	
   

  	
  Monterey-Salinas-Santa Cruz, CA

  
	
  78

  	
   

  	
  El Paso, TX

  
	
  79

  	
   

  	
  Harrisburg-Lebanon-Carlisle, PA

  
	
  80

  	
   

  	
  Syracuse, NY

  
	
  81

  	
   

  	
  Springfield, MA

  
	
  82

  	
   

  	
  Toledo, OH

  
	
  83

  	
   

  	
  Baton Rouge, LA

  
	
  84

  	
   

  	
  Greenville-New Bern-Jacksonville, NC

  
	
  85

  	
   

  	
  Little Rock, AR

  
	
  86

  	
   

  	
  Gainesville - Ocala, FL

  
	
  87

  	
   

  	
  Bakersfield, CA

  
	
  88

  	
   

  	
  Stockton, CA

  
	
  89

  	
   

  	
  Charleston, SC

  
	
  90

  	
   

  	
  Columbia, SC

  
	
  91

  	
   

  	
  Des Moines, IA

  
	
  92

  	
   

  	
  Spokane, WA

  



 










[*]  Confidential material
omitted pursuant to a request for confidential treatment. The non-public
information has been filed with the Commission.


 


25





















 


Exhibit G
– Documented Bugs and Errors December 2003


 


 


	
  #

  	
   

  	
  TYPE

  	
   

  	
  ISSUE

  	
   

  	
  PRIORITY

  	
   

  	
  DATE

  NOTIFIED

  	
   

  	
  STATUS

  	
   

  	
  COMMENTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [ * ]

  	
   

  	
  [ * ]

  	
   

  	
  [ * ]

  	
   

  	
  [ * ]

  	
   

  	
  [ * ]

  	
   

  	
  [ * ]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 










[*]  Confidential material
omitted pursuant to a request for confidential treatment. The non-public
information has been filed with the Commission.


 


26





















 


	
  #

  	
   

  	
  TYPE

  	
   

  	
  ISSUE

  	
   

  	
  PRIORITY

  	
   

  	
  DATE

  NOTIFIED

  	
   

  	
  STATUS

  	
   

  	
  COMMENTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [ * ]

  	
   

  	
  [ * ]

  	
   

  	
  [ * ]

  	
   

  	
  [ * ]

  	
   

  	
  [ * ]

  	
   

  	
  [ * ]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 










[*]  Confidential material
omitted pursuant to a request for confidential treatment. The non-public
information has been filed with the Commission.


 


27





















 


Exhibit H


 


[ * ]


 










[*]  Confidential material
omitted pursuant to a request for confidential treatment. The non-public
information has been filed with the Commission.


 


28