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


 


Exhibit
10.32


 


INTERNET SERVICES AGREEMENT


 


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


 


Recitals


 


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


 


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


 


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


 


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


 


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


 


Agreement


 


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


 












 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 












 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 












 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Exhibit / Schedule


 


Exhibit A – Directory Conversion Schedule


Exhibit B – General Web Site Specifications


Exhibit C – Web Hosting Specifications


Exhibit D – Enhancements and Upgrades Specifications


Exhibit E – Third Party Software List


Exhibit F – Directories List


Exhibit G – Project Compensation Schedule


Exhibit H – Form of Preferred Escrow Agreement


 


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


 












 


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


 


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


 


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


 


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


 


3.5          
Designation of Directories.


 


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


 












 


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


 


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


 


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


 


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


 












 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 












 


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


 


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


 


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


 


5.           
Development and Support of Web Portals.


 


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


 












 


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


 


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


 


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


 


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


 


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


 












 


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


 


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


 


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


 


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


 


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


 


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


 












 


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


 


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


 


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


 


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


 












 


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


 


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


 


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


 


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


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


Identify hardware and
software upgrades


Identify defects to
software


Identify and explain any
system downtime


System Intrusion
Statistics


 


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


 












 


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


 


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


 


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


 


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


 


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


 












 


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


 


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


 


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


 












 


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


 


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


 


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


 


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


 


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


 












 


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


 


8.4          
Software Escrow.


 


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


 


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


 












 


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


 


9.            
Payment Obligation and Price Increases.


 


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


 


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


 


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


 












 


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


 


10.          
Copyright and Intellectual Property Ownership.


 


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


 


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


 












 


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


 


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


 


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


 


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


 












 


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


 


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


 


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


 












 


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


 


11.          
Representations and Warranties.


 


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


 


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


 


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


 












 


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


 


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


 


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


 


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


 


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


 


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


 












 


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


 


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


 


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


 


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


 


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


 












 


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


 


13.          
Indemnification.


 


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


 


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


 












 


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


 


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


 


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


 


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


 












 


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


 


14.          
Termination and Renewal.


 


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


 


14.2        
Early Termination Rights.


 


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


 


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


 






 


 










 


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


 


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


 


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


 


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


 


	
   

  	
  Notices to YPS:

  	
   

  	
  Don Jones

  
	
   

  	
   

  	
   

  	
  President

  
	
   

  	
   

  	
   

  	
  YPSolutions

  
	
   

  	
   

  	
   

  	
  3445 N. Causeway Blvd.

  
	
   

  	
   

  	
   

  	
  Suite 401

  
	
   

  	
   

  	
   

  	
  Metairie, LA 70002

  
	
   

  	
   

  
	
   

  	
   

  	
  With a copy to:

  	
   

  	
  Joseph W. Looney

  
	
   

  	
   

  	
   

  	
  Adams and Reese

  
	
   

  	
   

  	
   

  	
  4500 One Shell Square

  
	
   

  	
   

  	
   

  	
  New Orleans, LA 70139

  
	
   

  	
   

  
	
   

  	
  Notices to Publisher:

  	
   

  	
  George Bednarz

  
	
   

  	
   

  	
   

  	
  Vice President and
  General Manager – Publishing and

  
	
   

  	
   

  	
   

  	
  Information Services

  
	
   

  	
   

  	
   

  	
  R.H. Donnelley Inc.

  
	
   

  	
   

  	
   

  	
  6001 Hospitality Ct.

  
	
   

  	
   

  	
   

  	
  Morrisville, NC 27560

  
	
   

  	
   

  
	
   

  	
   

  	
  With a copy to:

  	
   

  	
  Terry Hurley

  
	
   

  	
   

  	
   

  	
  Assistant General
  Counsel

  
	
   

  	
   

  	
   

  	
  R.H. Donnelley Inc.

  
	
   

  	
   

  	
   

  	
  5454 West 110th
  Street

  
	
   

  	
   

  	
   

  	
  Overland Park, KS 66211

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 












 


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


 


16.          
Dispute Resolution.


 


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


 


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


 


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


 


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


 


18.          
Insurance.


 


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


 












 


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


 


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


 


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


 


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


 












 


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


 


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


 


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


 


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


 


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


 


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


 












 


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


 


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


 


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


 


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


 


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


 


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


 












 


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


 


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


 


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


 


	
  YP
  WEB PARTNERS, L.L.C.

  	
  R.H.
  DONNELLEY

  
	
  d/b/a
  YPSolutions

  	
  PUBLISHING
  & ADVERTISING,

  
	
   

  	
  INC.

  
	
   

  	
   

  
	
  By:

  	
  /s/ Bill Hammack

  	
   

  	
  By:

  	
  /s/ Mike Boyce

  	
   

  
	
   

  	
   

  
	
  Print Name:

  	
  BILL HAMMACK

  	
   

  	
  Print Name:

  	
  Mike Boyce

  	
   

  
	
   

  	
   

  
	
  Title:

  	
  CEO

  	
   

  	
  Title:

  	
  VP MARKETING

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


 










 


Exhibit A


 


Directory
Conversion Specifications


 


Las
Vegas IYP Rollout


 


	
  Directory

  (6-month

  cycle)

  	
   

  	
  Issue

  	
   

  	
  Sales

  Canvass

  Start

  	
   

  	
  Specialty

  Pages

  	
   

  	
  White

  Page

  Extract

  	
   

  	
  Yellow

  Page

  Extract

  	
   

  	
  Publisher
  Ship

  to Printer

  	
   

  	
  Ship from

  Printer

  	
   

  	
  IYP

  Prototype

  Sales

  Training

  	
   

  	
  Print

  Delivery

  Start

  
	
  Las
  Vegas —Free PROTOTYPE

  	
   

  	
  Jul-03

  	
   

  	
  n/a

  	
   

  	
  5/16/03

  	
   

  	
  4/16/03

  	
   

  	
  5/8/03

  	
   

  	
  5/22/03 - 6/9/03

  	
   

  	
  6/12/03

  	
   

  	
  6/16/03

  	
   

  	
  6/18/03

  
	
  Las
  Vegas —Sold

  	
   

  	
  Jan 04

  	
   

  	
  5/24/03

  	
   

  	
  11/18/03

  	
   

  	
  10/17/04

  	
   

  	
  11/10/03

  	
   

  	
  11/18/03 -
  12/4/03

  	
   

  	
  12/13/03

  	
   

  	
  n/a

  	
   

  	
  12/19/03

  
	
  Las
  Vegas — Sold

  	
   

  	
  Jul-04

  	
   

  	
  12/9/03

  	
   

  	
  5/16/04

  	
   

  	
  4/16/04

  	
   

  	
  5/8/04

  	
   

  	
  5/15/04 - 6/2/04

  	
   

  	
  6/12/04

  	
   

  	
  n/a

  	
   

  	
  6/18/04

  



 


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


 


Production Timelines:


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


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


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


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


1.              
All ads that have
changed since the initial extract


2.              
Revised Galley File


3.              
Revised HIP File


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


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


 


1












 


Exhibit B


 


General
Web Site Specifications


 


A.                                   
General Specifications


 


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


 


ListBoss


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


•                 
Users may click
to access advertisements associated with the listings


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


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


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


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


•                 
Customers who have
opted out would fall alphabetically after advertisers


 


PageBoss Yellow Pages


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


•                 
The search result
will be highlighted


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


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


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


•                 
Manual process to
activate hyperlinks which are not activated programmatically


•                 
Hyperlinks will be
represented as blue text


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


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


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


 


2












 


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


 


CityBoss specifications are covered in the Web Portal
Design Specifications.


 


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


PageBoss White Pages:


 


•


•                 
Residential White


•                 
Business White


•                 
Information Pages


•                 
Zip Code Guides


Civic/Gov’t:


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


•                 
Any guides


•                 
Government
Officials/Offices


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


•                 
Any other Gov’t
information from the white binding


 


Specialty Pages


•                 
Bright Idea Pages


 


Branding.


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


 


YPS’s minimum client computer hardware and software
requirements.


 


Intel Pentium 200 /
Macintosh Power PC 200


800 x 600 Resolution


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


 


B.                                   
Web Portal Specifications


 


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


 


1)                                    
Basic Content:


 


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


b)            
Stock Quotes and
Financial News


c)             
Local, National
Government officials


d)            
World News


e)             
U.S. Headline News


 


3












 


f)               
Sports News


g)            
Financial News


h)            
Entertainment News


i)                
Concerts


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


i)                
Shopping


ii)             
Visiting the City


iii)           Local Events


iv)          Dining, Drinking & Entertainment


v)            
Sport


vi)          Destination Guides


vii)       Historical Background


viii)   Recommended Tours


k)             
Horoscopes


1)             
Events Calendar


m)           Apartment Finder


n)            
Event Tickets


 


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


 


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


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


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


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


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


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


g)            
Job Finder


 


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


 


3)                                     
Additional Content:


 


a)             
TV Listings


b)            
Movie Listings


c)             
Coupon Software


 


4












 


C.                                   
Modification Services Standards


 


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


 


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


 


•                                         
Planned periodic
modification of the Web Site


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


•                                         
Emergency
modification of the Web Site


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


 


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


 


5












 


Exhibit C


 


Web
Hosting Specifications


 


A.           
Internet Server and Connectivity Standards


[YPS to provide]


 


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


 


B.           
Regular/Ongoing Maintenance/System Availability


 


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


 


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


 


•                 
Viewing/trimming
security logs


•                 
Back up file
deletions


•                 
Adding/deleting
security accounts


•                 
Adding/deleting
directories and temporary files


•                 
Other activities
deemed necessary by YPS server administrators


•                 
Installing updated
drivers or maintenance software


 


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


 


6












 


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


 


•                 
Applying security
patches, as recommended by software manufacturers

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


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


•                 
Upgrading YPS
developed software; or


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


 


C.                                   
Security


 


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


 


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


 


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


 


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


 


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


 


•                 
Natted IPs through
the router


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


•                 
Serving public
information via virtual shares


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


•                 
Disabled guest
accounts


•                 
Disabled auto-play on
all devices


•                 
Disallowed blank
passwords


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


•                 
Disallowing anonymous
access to DCOM objects


•                 
Using URL scans to
filter URL based attacks


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


•                 
Drive, directory, and
file level security


•                 
Messenger services
disabled


•                 
Disabled logon as
service rights to other than administrators


•                 
Password expiration
dates w/criteria


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


 


7












 


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


 


D.           
Downtime Events


 


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


 


E.             
Disaster Recovery Procedures


 


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


 


I.                
Mapping Specifications


 


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


 


J.             
Usage and Tracking Reports


 


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


 


K.           
Promotion on Internet Search Engines


 


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


 


Yahoo (free Submission)


 


8












 


Alta Vista


Ask Jeeves


Google


Inktomi


MSN


AOL


Hot Bot


Lycos


Netscape Search


Overture


Open Directory Project


Look Smart (free Submission)


 


L.            
Web Site Optimization Program


 


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


 


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


 


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


 


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


 


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


 


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


 


9












 


(Attachment)


 


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


 


1.              
PRELIMINARY PLANNING


 


a.              
PURPOSE AND OBJECTIVES.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


c.              
ASSUMPTIONS.
This plan makes
several assumptions:


 


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


 


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


 


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


 


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


 


10












 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


11












 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


12












 


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


 


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


 


	
  DATA

  	
   

  	
  Responsible Department

  
	
  YP Solutions
  Development

  	
   

  	
  YP Development

  
	
  YP Production

  	
   

  	
  Production

  
	
  Current YP Solutions
  Data

  	
   

  	
  YP Dev/Production/IT

  
	
  Webboss
  Programming/Development Data

  	
   

  	
  Development/IT

  
	
  Mail System

  	
   

  	
  IT

  



 


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


 


	
  DATA

  	
   

  	
  RESPONSIBLE DEPARTMENT

  
	
  Current Programs

  	
   

  	
  IT

  
	
  Current Inventory

  	
   

  	
  Finance/IT

  
	
  Current Budget and
  Finance Information

  	
   

  	
  Finance/IT

  
	
  Current Pay Information

  	
   

  	
  Finance/IT

  



 


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


 


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


 


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


 


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


 


13












 


4 January 2003


 


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


City, UT Facility /Via-SLC/)


 


1.                                     
PRELIMINARY PLANNING


 


a.              
PURPOSE AND OBJECTIVES.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


c.              
ASSUMPTIONS. This plan makes several assumptions:


 


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


 


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


 


14












 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


15












 


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


 


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


 


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


 


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


 


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


 


4.             
PRIORITIES.
Continued service to clients.


 


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


 


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


 


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


 


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


 


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


 


16












 


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


 


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


 


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


 


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


 


5.             
DATA CATEGORIES AND ASSIGNED RESPONSIBILITIES.


 


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


 


	
  DATA

  	
   

  	
  Responsible Department

  
	
  YPS Client Publication
  Information and Databases

  	
   

  	
  IT Dept

  
	
  YPS Proprietary Data
  and Programs

  	
   

  	
  Development

  



 


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


 


	
  DATA

  	
   

  	
  RESPONSIBLE Department

  
	
  Legacy Programs / Data

  	
   

  	
  Development

  
	
  Legacy Client Information

  	
   

  	
  IT

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

  	
   

  	
  Development\Production

  



 


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


 


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


 


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


 


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


 


17












 


Exhibit D


 


Enhancements
and Upgrades Specifications


 


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


 


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


a)             
Enhanced Searching /
Improved Search Interface


i)                
Support multiple
formats for names


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


b)            
Statistical Package


i)                
Modify to account for
Page query strings


ii)             
User-friendly
page names in statistical reports


iii)           Add reporting for keyword searches


c)             
Desktop Shortcut


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


 


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


a)             
Enhanced Searching /
Improved Search Interface


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


ii)             
Handle misspelled
terms and names


iii)           Locate different word forms (plumber /
plumbing)


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


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


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


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


d)            
ListBoss Enhancements


i)                
Interactive Listing
Format Editing


ii)             
Enhanced Listing
Controls


(1)          On / Off dates


(2)          Sort Order


iii)           Cookie PageBoss/ListBoss Selection -
Remember Users


e)


f)               
Attribute Search


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


g)            
Brand Search


i)                
See Attribute Search


 


18












 


h)            
Dynamic Ad Program


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


i)                
PageBoss Wrapper
Graphic Interface Improvements


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


k)             
Proximity Searching


1)             
Point to Point
driving directions


m)           CityBoss management improvements


n)            
Transactional icons
at Listing Level


i) Book It button, Schedule appointment, Buy Now


o)            
IMF automation


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


p)            
CD-ROM: Demo Complete


q)            
Modify Task manager
to allow client access


i)                
Service Order Feeds


ii)             
Change Requests


iii)           Bug Reporting


r)               
“Satsuma”


i)                
A dynamic, fully
automated web pagination system


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


iii)           Table driven with user-friendly
interactive interfaces


iv)          Powerful pagination options


(1)          Real-time Desktop Application


(2)          Real-time Web Application


(3)          Instant repagination after changes


(4)          Run-time search specific page builder


s)             
Back end editor for
PageBoss


 


19












 


Exhibit E


 


Third
Party Software Utilized


 


Microsoft Office Applications


Adobe Photoshop


Adobe Illustrator


Macromedia Freehand


Macromedia Fireworks


Macromedia Dreamweaver


Corel Draw


Ultra Edit


Visual Slick Edit


Photophilia


Librarian


Quark Express


Microsoft Interdev


Fox Pro


Yellow Magic Publishing System


 


20












 


Exhibit F


 


Directories
List


 


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


 


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


1.              
Las Vegas, NV


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


3.              
Naples-Collier
County, FL


4.              
Punta Gorda-Port
Charlotte, FL


5.              
Ocala-Marion
Countywide, FL


6.              
Fayetteville-Cumberland
County, NC


7.              
Hunterdon Countywide,
NJ


8.              
Tallahassee, FL


9.              
Charlottesville, VA


10.         Ft. Walton Beach-Des, FL


11.         Ft. Myers/Lee County, FL


 


B.           
Publisher’s Directories


•                 
Issue dates are
subject to change.


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


 


	
  Issue Date

  	
   

  	
  Directory Name

  	
   

  	
  State

  
	
  June-04

  	
   

  	
  BEVERLY HILLS

  	
   

  	
  FL

  
	
  September-04

  	
   

  	
  BONITA SPRINGS/N NAPLES

  	
   

  	
  FL

  
	
  May-04

  	
   

  	
  CAPE CORAL-N FT MYERS

  	
   

  	
  FL

  
	
  January-04

  	
   

  	
  Central Fla North

  	
   

  	
  FL

  
	
  January-04

  	
   

  	
  Central Fla South

  	
   

  	
  FL

  
	
  June-04

  	
   

  	
  CITRUS COUNTYWIDE

  	
   

  	
  FL

  
	
  April-04

  	
   

  	
  CLEWISTON-MOORE HAVEN

  	
   

  	
  FL

  
	
  May-04

  	
   

  	
  Crestview

  	
   

  	
  FL

  
	
  June-04

  	
   

  	
  CRYSTAL RIVER,FL

  	
   

  	
  FL

  
	
  June-04

  	
   

  	
  DADE CITY,FL

  	
   

  	
  FL

  
	
  January-04

  	
   

  	
  FL Orlando-WtrPk-Ctl FL

  	
   

  	
  FL

  
	
  May-04

  	
   

  	
  Ft Walton Beach

  	
   

  	
  FL

  
	
  September-04

  	
   

  	
  GOLDEN GATE,FL

  	
   

  	
  FL

  
	
  October-04

  	
   

  	
  GOLDEN TRIANGLE,FL

  	
   

  	
  FL

  
	
  April-04

  	
   

  	
  GREATER LK OKEE,FL

  	
   

  	
  FL

  
	
  September-04

  	
   

  	
  GULF SHORE AREA,FL

  	
   

  	
  FL

  
	
  November-04

  	
   

  	
  HIGHLANDS CNTYWIDE

  	
   

  	
  FL

  
	
  June-04

  	
   

  	
  INVERNESS,FL

  	
   

  	
  FL

  



 


21












 


	
  September-04

  	
   

  	
  Jackson-Holmes Cos

  	
   

  	
  FL

  
	
  April-04

  	
   

  	
  Kissimmee-Spanish

  	
   

  	
  FL

  
	
  April-04

  	
   

  	
  Kissimmee-St Cld

  	
   

  	
  FL

  
	
  April-04

  	
   

  	
  LABELLE/ALVA,FL

  	
   

  	
  FL

  
	
  August-04

  	
   

  	
  Lake County South, FL

  	
   

  	
  FL

  
	
  October-04

  	
   

  	
  LAKE COUNTY,FL

  	
   

  	
  FL

  
	
  November-04

  	
   

  	
  LAKE PLACID, FL

  	
   

  	
  FL

  
	
  May-04

  	
   

  	
  LEE CNTY AREA,CLASS

  	
   

  	
  FL

  
	
  March-04

  	
   

  	
  LEE CNTY AREA-ALPHA

  	
   

  	
  FL

  
	
  May-04

  	
   

  	
  LEHIGH ACRES, FL

  	
   

  	
  FL

  
	
  June-04

  	
   

  	
  Madison-Jefferson Cos

  	
   

  	
  FL

  
	
  September-04

  	
   

  	
  MARCO ISLAND,FL

  	
   

  	
  FL

  
	
  September-04

  	
   

  	
  NAPLES,FL-ALPHA

  	
   

  	
  FL

  
	
  September-04

  	
   

  	
  NAPLES,FL-CLASS

  	
   

  	
  FL

  
	
  March-04

  	
   

  	
  OCALA-MARION CNTYWIDE

  	
   

  	
  FL

  
	
  October-04

  	
   

  	
  PEACE RIVER VALLEY

  	
   

  	
  FL

  
	
  November-04

  	
   

  	
  PUNTA GORDA COM

  	
   

  	
  FL

  
	
  November-04

  	
   

  	
  PUNTA GORDA-PT
  CHARLOTTE

  	
   

  	
  FL

  
	
  May-04

  	
   

  	
  S. FORT MYERS,FL

  	
   

  	
  FL

  
	
  May-04

  	
   

  	
  SANIBEL-CAPTIVA ISL, FL

  	
   

  	
  FL

  
	
  June-04

  	
   

  	
  Starke

  	
   

  	
  FL

  
	
  October-04

  	
   

  	
  SUMTER CNTYWIDE,FL

  	
   

  	
  FL

  
	
  December-04

  	
   

  	
  Tallahassee

  	
   

  	
  FL

  
	
  December-04

  	
   

  	
  Tallahassee

  	
   

  	
  FL

  
	
  March-04

  	
   

  	
  TRI-COUNTY AREA,FL

  	
   

  	
  FL

  
	
  May-04

  	
   

  	
  Volusia Co West

  	
   

  	
  FL

  
	
  November-04

  	
   

  	
  WILLISTON, FL

  	
   

  	
  FL

  
	
  February-04

  	
   

  	
  ADAMS/WELLS CNTIES, IN

  	
   

  	
  IN

  
	
  August-04

  	
   

  	
  DENVER, IN

  	
   

  	
  IN

  
	
  August-04

  	
   

  	
  FLORA-ROSSVILLE, IN

  	
   

  	
  IN

  
	
  March-04

  	
   

  	
  HANCOCK-HENRY SUB

  	
   

  	
  IN

  
	
  April-04

  	
   

  	
  JAMESTOWN, IN

  	
   

  	
  IN

  
	
  November-04

  	
   

  	
  JASPER/NEWTON, IN

  	
   

  	
  IN

  
	
  March-04

  	
   

  	
  JAY COUNTY, IN

  	
   

  	
  IN

  
	
  June-04

  	
   

  	
  JOHNSON CNTY SUB

  	
   

  	
  IN

  
	
  July-04

  	
   

  	
  KOSCIUSKO CNTYWIDE

  	
   

  	
  IN

  
	
  August-04

  	
   

  	
  LAFONTAINE, IN

  	
   

  	
  IN

  
	
  September-04

  	
   

  	
  LAGRANGE CNTYWIDE

  	
   

  	
  IN

  
	
  April-04

  	
   

  	
  MARSHALL COUNTY, IN

  	
   

  	
  IN

  
	
  May-04

  	
   

  	
  NAPPANEE, IN

  	
   

  	
  IN

  
	
  April-04

  	
   

  	
  STARKE/PULASKI COUNTIES

  	
   

  	
  IN

  
	
  July-04

  	
   

  	
  THE LAKES AREA,IN

  	
   

  	
  IN

  
	
  July-04

  	
   

  	
  TRI-STATE REG,IN

  	
   

  	
  IN

  
	
  December-04

  	
   

  	
  TWIN LAKES REGION,IN

  	
   

  	
  IN

  



 


22












 


	
  January-04

  	
   

  	
  UNION CITY, IN

  	
   

  	
  IN.

  
	
  October-04

  	
   

  	
  WHITLEY CNTY, IN

  	
   

  	
  IN

  
	
  March-04

  	
   

  	
  BARTON/STAFFORD CNTY
  REG

  	
   

  	
  KS

  
	
  July-04

  	
   

  	
  BELLE PLAINE, KS

  	
   

  	
  KS

  
	
  December-04

  	
   

  	
  BURLINGTON/OSAGE CITY

  	
   

  	
  KS

  
	
  January-04

  	
   

  	
  CENTRAL KANSAS REG,KS

  	
   

  	
  KS

  
	
  July-04

  	
   

  	
  COURTLAND-CLYDE

  	
   

  	
  KS

  
	
  June-04

  	
   

  	
  E.CENTRAL KANSAS REG

  	
   

  	
  KS

  
	
  March-04

  	
   

  	
  JUNCTION CITY,KS

  	
   

  	
  KS

  
	
  December-04

  	
   

  	
  NE KANSAS REG, KS

  	
   

  	
  KS

  
	
  January-04

  	
   

  	
  RUSSELL-OSBORNE, KS

  	
   

  	
  KS

  
	
  October-04

  	
   

  	
  SE KANSAS REG, KS *

  	
   

  	
  KS *

  
	
  March-04

  	
   

  	
  TURKEY RED REG, KS

  	
   

  	
  KS.

  
	
  December-04

  	
   

  	
  AITKIN-CROSBY, MN

  	
   

  	
  MN

  
	
  February-04

  	
   

  	
  ALEXANDRIA, MN

  	
   

  	
  MN

  
	
  March-04

  	
   

  	
  BENSON, MN

  	
   

  	
  MN

  
	
  August-04

  	
   

  	
  BROOKLYN PARK, MN

  	
   

  	
  MN

  
	
  January-04

  	
   

  	
  CHASKA/WACONIA, MN

  	
   

  	
  MN

  
	
  April-04

  	
   

  	
  COKATO-DASSEL HOWARD LK

  	
   

  	
  MN

  
	
  April-04

  	
   

  	
  GLENCOE, MN

  	
   

  	
  MN

  
	
  June-04

  	
   

  	
  GRANITE FALLS, MN

  	
   

  	
  MN

  
	
  April-04

  	
   

  	
  HASTINGS, MN

  	
   

  	
  MN

  
	
  January-04

  	
   

  	
  Lake City-Plainview

  	
   

  	
  MN

  
	
  May-04

  	
   

  	
  Lewiston, MN

  	
   

  	
  MN

  
	
  January-04

  	
   

  	
  Long Prairie, MN

  	
   

  	
  MN

  
	
  December-04

  	
   

  	
  New Richland, MN

  	
   

  	
  MN

  
	
  June-04

  	
   

  	
  St. James, MN

  	
   

  	
  MN

  
	
  October-04

  	
   

  	
  CMSU Campus Dir, MO

  	
   

  	
  MO

  
	
  January-04

  	
   

  	
  Golden Valley, MO

  	
   

  	
  MO

  
	
  August-04

  	
   

  	
  Harrisonville-Butler
  Reg

  	
   

  	
  MO

  
	
  June-04

  	
   

  	
  Jefferson City Reg

  	
   

  	
  MO

  
	
  April-04

  	
   

  	
  KCI Regional, MO

  	
   

  	
  MO

  
	
  June-04

  	
   

  	
  King City, MO

  	
   

  	
  MO

  
	
  September-04

  	
   

  	
  Lebanon Regional

  	
   

  	
  MO

  
	
  January-04

  	
   

  	
  NW Missouri, MO

  	
   

  	
  MO

  
	
  October-04

  	
   

  	
  Odessa-Lexington Reg

  	
   

  	
  MO

  
	
  December-04

  	
   

  	
  Rolla Regional, MO

  	
   

  	
  MO

  
	
  February-04

  	
   

  	
  Warrensburg Reg

  	
   

  	
  MO

  
	
  August-04

  	
   

  	
  Ahoskie, NC

  	
   

  	
  NC

  
	
  July-04

  	
   

  	
  Albemarle Area, NC

  	
   

  	
  NC

  
	
  November-04

  	
   

  	
  Asheboro

  	
   

  	
  NC

  
	
  August-04

  	
   

  	
  Clinton, NC

  	
   

  	
  NC

  
	
  December-04

  	
   

  	
  Dunn, NC

  	
   

  	
  NC

  
	
  August-04

  	
   

  	
  Duplin Cnty, NC

  	
   

  	
  NC

  



 


23












 


	
  October-04

  	
   

  	
  Eden-Madison

  	
   

  	
  NC

  
	
  January-04

  	
   

  	
  Elkin

  	
   

  	
  NC

  
	
  June-04

  	
   

  	
  Fayetteville, NC

  	
   

  	
  NC

  
	
  February-04

  	
   

  	
  Fuquay-Varina, NC

  	
   

  	
  NC

  
	
  March-04

  	
   

  	
  Gibsonville, NC

  	
   

  	
  NC

  
	
  October-04

  	
   

  	
  Greenville, NC

  	
   

  	
  NC

  
	
  November-04

  	
   

  	
  Havelock, NC

  	
   

  	
  NC

  
	
  March-04

  	
   

  	
  Henderson/Wake Forest

  	
   

  	
  NC

  
	
  April-04

  	
   

  	
  Hickory

  	
   

  	
  NC

  
	
  June-04

  	
   

  	
  Hillsborough

  	
   

  	
  NC

  
	
  April-04

  	
   

  	
  Jacksonville, NC

  	
   

  	
  NC

  
	
  November-04

  	
   

  	
  Johnston County, NC

  	
   

  	
  NC

  
	
  August-04

  	
   

  	
  Kernersville, NC

  	
   

  	
  NC

  
	
  November-04

  	
   

  	
  Kinston, NC 

  	
   

  	
  NC

  
	
  January-04

  	
   

  	
  Maxton/Red Spgs, NC

  	
   

  	
  NC

  
	
  August-04

  	
   

  	
  Mocksville

  	
   

  	
  NC

  
	
  September-04

  	
   

  	
  Moore Cnty Areawide

  	
   

  	
  NC

  
	
  June-04

  	
   

  	
  Morehead City, NC

  	
   

  	
  NC

  
	
  January-04

  	
   

  	
  Mount Airy

  	
   

  	
  NC

  
	
  November-04

  	
   

  	
  New Bern, NC

  	
   

  	
  NC

  
	
  June-04

  	
   

  	
  North Wilkesboro

  	
   

  	
  NC

  
	
  June-04

  	
   

  	
  Outer Banks, NC

  	
   

  	
  NC

  
	
  January-04

  	
   

  	
  Pittsboro/Siler City

  	
   

  	
  NC

  
	
  August-04

  	
   

  	
  Roanoke Rapids, NC

  	
   

  	
  NC

  
	
  April-04

  	
   

  	
  Rocky Mount, NC

  	
   

  	
  NC

  
	
  September-04

  	
   

  	
  Roxboro

  	
   

  	
  NC

  
	
  December-04

  	
   

  	
  Tarboro, NC

  	
   

  	
  NC

  
	
  November-04

  	
   

  	
  Troy

  	
   

  	
  NC

  
	
  March-04

  	
   

  	
  Wake Forest, NC

  	
   

  	
  NC

  
	
  July-04

  	
   

  	
  Walkertown

  	
   

  	
  NC

  
	
  Much-04

  	
   

  	
  Washington, NC

  	
   

  	
  NC

  
	
  June-04

  	
   

  	
  West Jefferson

  	
   

  	
  NC

  
	
  December-04

  	
   

  	
  Whiteville, NC

  	
   

  	
  NC

  
	
  December-04

  	
   

  	
  Williamston, NC

  	
   

  	
  NC

  
	
  November-04

  	
   

  	
  Wilson Cnty Areawide

  	
   

  	
  NC

  
	
  March-04

  	
   

  	
  Yanceyville

  	
   

  	
  NC

  
	
  November-04

  	
   

  	
  North Platte Valley, NE

  	
   

  	
  NE

  
	
  September-04

  	
   

  	
  Belle Mead-Somerville

  	
   

  	
  NJ

  
	
  January-04

  	
   

  	
  Chester-Washington

  	
   

  	
  NJ

  
	
  February-04

  	
   

  	
  Hunterdon Cnty

  	
   

  	
  NJ

  
	
  July-04

  	
   

  	
  Sparta-Lk Mohawk Area

  	
   

  	
  NJ

  
	
  July-04

  	
   

  	
  Sussex Cntywide

  	
   

  	
  NJ

  
	
  January-04

  	
   

  	
  Tewksbury, NJ

  	
   

  	
  NJ

  
	
  March-04

  	
   

  	
  Warren Cntywide, NJ

  	
   

  	
  NJ

  



 


24












 


	
  September-04

  	
   

  	
  Boulder City

  	
   

  	
  NV

  
	
  September-04

  	
   

  	
  Henderson

  	
   

  	
  NV

  
	
  January-04

  	
   

  	
  Las Vegas

  	
   

  	
  NV

  
	
  July-04

  	
   

  	
  Las Vegas

  	
   

  	
  NV

  
	
  July-04

  	
   

  	
  Las Vegas

  	
   

  	
  NV

  
	
  September-04

  	
   

  	
  Las Vegas Valley West

  	
   

  	
  NV

  
	
  January-04

  	
   

  	
  Laughlin, NV*

  	
   

  	
  NV *

  
	
  February-04

  	
   

  	
  New Residents Guide

  	
   

  	
  NV

  
	
  September-04

  	
   

  	
  North Las Vegas

  	
   

  	
  NV

  
	
  October-04

  	
   

  	
  Ada, OH

  	
   

  	
  OH

  
	
  April-04

  	
   

  	
  Adamsville-Frazeyburg

  	
   

  	
  OH

  
	
  October-04

  	
   

  	
  Bluffton, OH

  	
   

  	
  OH

  
	
  February-04

  	
   

  	
  Bucyrus, OH

  	
   

  	
  OH

  
	
  December-04

  	
   

  	
  Darke Cntywide, OH

  	
   

  	
  OH

  
	
  May-04

  	
   

  	
  Defiance Areawide, OH

  	
   

  	
  OH

  
	
  November-04

  	
   

  	
  Delphos, OH

  	
   

  	
  OH

  
	
  April-04

  	
   

  	
  Fulton-Henry Cntywide

  	
   

  	
  OH

  
	
  January-04

  	
   

  	
  Green Springs, OH

  	
   

  	
  OH

  
	
  August-04

  	
   

  	
  Indian Lake, OH

  	
   

  	
  OH

  
	
  July-04

  	
   

  	
  Jefferson/Andover Area

  	
   

  	
  OH

  
	
  July-04

  	
   

  	
  Lake Milton, OH

  	
   

  	
  OH

  
	
  October-04

  	
   

  	
  Lima Areawide; OH

  	
   

  	
  OH

  
	
  August-04

  	
   

  	
  Logan Cntywide, OH

  	
   

  	
  OH

  
	
  January-04

  	
   

  	
  McConnelsville, OH

  	
   

  	
  OH

  
	
  December-04

  	
   

  	
  Morrow Cntywide, OH

  	
   

  	
  OH

  
	
  May-04

  	
   

  	
  Mount Vernon, OH

  	
   

  	
  OH

  
	
  January-04

  	
   

  	
  Mt. Sterling, OH

  	
   

  	
  OH

  
	
  July-04

  	
   

  	
  Newton Falls, OH

  	
   

  	
  OH

  
	
  November-04

  	
   

  	
  Ottawa

  	
   

  	
  OH

  
	
  June-04

  	
   

  	
  Pataskala

  	
   

  	
  OH

  
	
  December-04

  	
   

  	
  Preble Cntywide

  	
   

  	
  OH

  
	
  November-04

  	
   

  	
  Richland-Ashland

  	
   

  	
  OH

  
	
  October-04

  	
   

  	
  Shelby Cntywide

  	
   

  	
  OH

  
	
  November-04

  	
   

  	
  Shelby Comm

  	
   

  	
  OH

  
	
  January-04

  	
   

  	
  Stony Ridge

  	
   

  	
  OH

  
	
  July-04

  	
   

  	
  Trumbull Cntywide

  	
   

  	
  OH

  
	
  August-04

  	
   

  	
  Union Cntywide

  	
   

  	
  OH

  
	
  October-04

  	
   

  	
  Van Wert

  	
   

  	
  OH

  
	
  May-04

  	
   

  	
  Warren Cnty Areawide

  	
   

  	
  OH

  
	
  January-04

  	
   

  	
  Wayne-Holmes Cntywide

  	
   

  	
  OH

  
	
  November-04

  	
   

  	
  Cntrl & N
  Oregon Coast

  	
   

  	
  OR

  
	
  June-04

  	
   

  	
  Columbia Gorge

  	
   

  	
  OR

  
	
  October-04

  	
   

  	
  Sheridan-Carlton

  	
   

  	
  OR

  
	
  November-04

  	
   

  	
  Tillamook Cntywide

  	
   

  	
  OR

  



 


25












 


	
  September-04

  	
   

  	
  Upper Rogue

  	
   

  	
  OR

  
	
  October-04

  	
   

  	
  Bedford County

  	
   

  	
  PA

  
	
  August-04

  	
   

  	
  Beech Creek-Mill Hall

  	
   

  	
  PA

  
	
  December-04

  	
   

  	
  Butler Cntywide

  	
   

  	
  PA

  
	
  July-04

  	
   

  	
  Chambersburg

  	
   

  	
  PA

  
	
  December-04

  	
   

  	
  Cranberry/Wexford Area

  	
   

  	
  PA

  
	
  April-04

  	
   

  	
  Cumberland Cntywide

  	
   

  	
  PA

  
	
  November-04

  	
   

  	
  Elizabethtown

  	
   

  	
  PA

  
	
  September-04

  	
   

  	
  Gettysburg

  	
   

  	
  PA

  
	
  September-04

  	
   

  	
  Hanover

  	
   

  	
  PA

  
	
  May-04

  	
   

  	
  Juniata Valley Areawide

  	
   

  	
  PA

  
	
  May-04

  	
   

  	
  Perry Cnty

  	
   

  	
  PA

  
	
  December-04

  	
   

  	
  Slippery Rock

  	
   

  	
  PA

  
	
  October-04

  	
   

  	
  Southern Blair

  	
   

  	
  PA

  
	
  July-04

  	
   

  	
  Waynesboro

  	
   

  	
  PA

  
	
  July-04

  	
   

  	
  Beaufort

  	
   

  	
  SC

  
	
  February-04

  	
   

  	
  Greenwood Reg

  	
   

  	
  SC

  
	
  April-04

  	
   

  	
  Hampton-Estill

  	
   

  	
  SC

  
	
  July-04

  	
   

  	
  Holly Hill

  	
   

  	
  SC

  
	
  November-04

  	
   

  	
  Ridgeland

  	
   

  	
  SC

  
	
  January-04

  	
   

  	
  SALUDA, SC

  	
   

  	
  SC

  
	
  November-04

  	
   

  	
  EAST TENN STATE UNIV

  	
   

  	
  TN

  
	
  November-04

  	
   

  	
  ELIZABETHTON, TN

  	
   

  	
  TN

  
	
  September-04

  	
   

  	
  ERWIN-UNICOI CNTY

  	
   

  	
  TN

  
	
  June-04

  	
   

  	
  GREENEVILLE, TN

  	
   

  	
  TN

  
	
  October-04

  	
   

  	
  JONESBOROUGH, TN

  	
   

  	
  TN

  
	
  November-04

  	
   

  	
  MOUNTAIN CITY, TN

  	
   

  	
  TN

  
	
  February-04

  	
   

  	
  TRI-CITIES/BRISTOL

  	
   

  	
  TN

  
	
  October-04

  	
   

  	
  TRI-CITIES/JOHNSON CITY

  	
   

  	
  TN

  
	
  June-04

  	
   

  	
  TRI-CITIES/KINGSPORT

  	
   

  	
  TN

  
	
  January-04

  	
   

  	
  BULLARD,TX

  	
   

  	
  TX

  
	
  June-04

  	
   

  	
  CEDAR CREEK LAKE AREA

  	
   

  	
  TX

  
	
  January-04

  	
   

  	
  CLIFTON, TX

  	
   

  	
  TX

  
	
  December-04

  	
   

  	
  COMMERCE/COOPER

  	
   

  	
  TX

  
	
  September-04

  	
   

  	
  GATESVILLE-HAMIITON

  	
   

  	
  TX

  
	
  January-04

  	
   

  	
  GRIMES CNTY AREA, TX

  	
   

  	
  TX

  
	
  August-04

  	
   

  	
  GROESBECK AREA, TX

  	
   

  	
  TX

  
	
  June-04

  	
   

  	
  HENDERSON CNTY AREA

  	
   

  	
  TX

  
	
  January-04

  	
   

  	
  Humble, TX

  	
   

  	
  TX

  
	
  May-04

  	
   

  	
  Kaufman, TX

  	
   

  	
  TX

  
	
  May-04

  	
   

  	
  Killeen/Ft Hood Area

  	
   

  	
  TX

  
	
  July-04

  	
   

  	
  Overton/Troup Area

  	
   

  	
  TX

  
	
  September-04

  	
   

  	
  Palestine/Anderson Cnty

  	
   

  	
  TX

  
	
  December-04

  	
   

  	
  Palo Pinto County

  	
   

  	
  TX

  



 


26












 


	
  July-04

  	
   

  	
  Pettus, TX

  	
   

  	
  TX

  
	
  June-04

  	
   

  	
  Salado, TX

  	
   

  	
  TX

  
	
  December-04

  	
   

  	
  Stephenville Reg,

  	
   

  	
  TX

  
	
  December-04

  	
   

  	
  Stockdale,

  	
   

  	
  TX

  
	
  June-04

  	
   

  	
  West Columbia, TX

  	
   

  	
  TX

  
	
  July-04

  	
   

  	
  Wise Cnty Area, TX

  	
   

  	
  TX

  
	
  February-04

  	
   

  	
  Abingdon, VA

  	
   

  	
  VA

  
	
  May-04

  	
   

  	
  Altavista

  	
   

  	
  VA

  
	
  August-04

  	
   

  	
  Bachelors Hall

  	
   

  	
  VA

  
	
  August-04

  	
   

  	
  Brookneal

  	
   

  	
  VA

  
	
  December-04

  	
   

  	
  Charlottesville

  	
   

  	
  VA

  
	
  December-04

  	
   

  	
  Charlottesville

  	
   

  	
  VA

  
	
  December-04

  	
   

  	
  Farmville

  	
   

  	
  VA

  
	
  January-04

  	
   

  	
  Front Royal

  	
   

  	
  VA

  
	
  Feb-04

  	
   

  	
  Galax-Hillsville

  	
   

  	
  VA

  
	
  January-04

  	
   

  	
  Lexington

  	
   

  	
  VA

  
	
  August-04

  	
   

  	
  Luray

  	
   

  	
  VA

  
	
  April-04

  	
   

  	
  Marion, VA

  	
   

  	
  VA

  
	
  June-04

  	
   

  	
  Martinsville

  	
   

  	
  VA

  
	
  August-04

  	
   

  	
  Montpelier

  	
   

  	
  VA

  
	
  November-04

  	
   

  	
  Notwy Lunbrg Cty

  	
   

  	
  VA

  
	
  December-04

  	
   

  	
  Rocky Mount

  	
   

  	
  VA

  
	
  September-04

  	
   

  	
  South Boston

  	
   

  	
  VA

  
	
  January-04

  	
   

  	
  South Hill

  	
   

  	
  VA

  
	
  December-04

  	
   

  	
  Wythe Cnty-Bland Cnty

  	
   

  	
  VA

  
	
  March-04

  	
   

  	
  Lower Yakima Valley

  	
   

  	
  WA

  
	
  March-04

  	
   

  	
  Lower Yakima Vly
  Spanish

  	
   

  	
  WA

  
	
  August-04

  	
   

  	
  Poulsboro/Bainbridge
  Isl

  	
   

  	
  WA

  
	
  January-04

  	
   

  	
  Quilcene, WA

  	
   

  	
  WA

  



 


27












 


Exhibit G


 


Protect
Compensation Schedule


 


	
  Service or Item Purchased

  	
   

  	
  Cost

  
	
  Initial Conversion
  Set-up Fee

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

  	
   

  	
  [***] for Yellow Pages

  [***] for White Pages

  
	
   

  	
   

  	
   

  
	
  Annual Fee per
  Directory

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

  	
   

  	
  [***] annually for each
  directory

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

  
	
   

  	
   

  	
   

  
	
  Portal Content Fee

  Includes Banner Management
  Software (CityBoss Product)

  	
   

  	
  [***] per month per
  portal 

  (Basic Package)

  
	
   

  	
   

  	
   

  
	
  Banner Advertising

  Banner Management Software is
  included in Portal Content Fee

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  
	
  Additional Portal
  Content

  Movie Listing

  T.V. Listing

  Coupon Software

  	
   

  	
   

  [***] per month per
  portal

  [***] per month per
  portal

  [***] per month per
  portal

  
	
   

  	
   

  	
   

  
	
  Cost to Add Content to
  “CityBoss” Product

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  
	
  Transactional Content

  This is a revenue sharing product

   

   

  Hotel Reservations

  Golf Tee Times

  Car Rentals

  Apartment Finder

  Event Tickets

  Room Mate Finder

  Job Finder

  	
   

  	
  [***]

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

  Publisher receives
  [***] of room rate

  [***] per round booked

  [***] per booking

  [***] split on profit

  [***] of booking price

  [***] split on profit

  [***] split on profit

  
	
   

  	
   

  	
   

  
	
  Developing Automation
  of Coupon Links within the directory advertisements

  	
   

  	
  One Time Charge of
  [***]

  



 


28












 


	
  Service or Item Purchased

  	
   

  	
  Cost

  
	
  Create YPS Standard
  Community Portal per Book

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

  	
   

  	
  [***]

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

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

  
	
   

  	
   

  	
   

  
	
  Monthly Maintenance Fee

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

  	
   

  	
  [***] per
  page yellow

  [***] per
  page community

  [***] per
  page coupon

  [***] per
  page white

  [***] per
  page government

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

  
	
   

  	
   

  	
   

  
	
  Standard Books Tabs

  (Base package includes
  3 tabs per portal)

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  
	
  Additional Tabs

  	
   

  	
  [***] annually per tab

  
	
   

  	
   

  	
   

  
	
  Iconic buttons

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

  	
   

  	
  Per Quote

  This product is currently not
  being considered.

  
	
   

  	
   

  	
   

  
	
  Pop Up Menus

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

  	
   

  	
  One Time Charge of
  [***]

  
	
   

  	
   

  	
   

  
	
  Mapping Set up Fee

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

  	
   

  	
  [***] per directory

  This is a one time charge per book

   

  
	
   

  	
   

  	
   

  
	
  Maps in Community
  pages/ Front of Book Setup Fees

  Mappoint.net technology

  	
   

  	
  [***] per grid

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

  
	
   

  	
   

  	
   

  
	
  Mapping

  	
   

  	
  [***] per draw

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

  



 


29












 


	
  Service or Item Purchased

  	
   

  	
  Cost

  
	
  Manual linking

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

  	
   

  	
  [***] per occurrence

  
	
   

  	
   

  	
   

  
	
  Correction of product
  errors

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

   

  Minimum Effort

  Major Effort

  	
   

  	
   

   

  

  

  

  

  [***] per occurrence

  Per Quote

  
	
   

  	
   

  	
   

  
	
  Customer Service Rate

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

  	
   

  	
  [***]

  Price is included in the Monthly
  Maintenance Fees

  
	
   

  	
   

  	
   

  
	
  Web Optimization
  Program

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

   

  Web Optimization .

  •                 
  Submission of site
  with major search engines and online directories

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

  •                 
  Pay for Placement
  analysis / recommendations

  •                 
  Keyword phrase for
  top, 50 categories for each market

  	
   

  	
  Per Quote

  This product is currently not
  being considered.

   

   

   

  •                 
  [***]

   

  •                 
  [***]

   

  •                 
  Per Quote

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

  
	
   

  	
   

  	
   

  
	
  Initial Sales Training

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

  Training consists of:

  •                 
  Internet
  - Directory industry background

  •                 
  Introduction
  to Internet directory

  •                 
  Specific
  product training

  •                 
  ListBoss

  •                 
  PageBoss

  	
   

  	
  [***] for training

  Travel Expenses are
  billed as incurred

  



 


30












 


	
  Service or Item Purchased

  	
   

  	
  Cost

  
	
  •                 
  Portal
  (CityBoss)

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

  •                 
  Intro
  to prep and presentation skills for Internet products

  •                 
  Role
  play

   

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

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Additional Sales
  Training

  1.                                      
  Classroom training
  per day:

  •                 
  For
  10 attendees

  •                 
  Additional
  attendees

  •                 
  Travel
  Expenses

  2.                                      
  Field Training

  •                 
  Base
  Fee

  •                 
  Travel
  expenses

  3.                                      
  Consulting (after
  Initial Training)

  •                 
  Phone
  Marketing and Sales Consulting

  •                 
  WebEx
  teleconferencing training

  •                 
  On
  location consulting

   

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

  	
   

  	
  Charges are detailed
  below by Service

   

  •                 
  [***] base fee

  •                 
  [***] per day per additional attendee

  •                 
  Travel
  Expenses are billed as incurred

   

  •                 
  [***] base fee

  •                 
  Travel
  Expenses are billed as incurred

   

  •                 
  [***] per hour

  •                 
  [***] per hour

  •                 
  [***] per day

   

  
	
   

  	
   

  	
   

  
	
  Initial Technical
  Training

   

  	
   

  	
  [***]

  Travel Expenses are billed as incurred

  
	
   

  	
   

  	
   

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

  Who’s On

  Session Per Hour

  Page Views by Hour

  Page Views by Page

  Page Views by State

  Top 50 Cities

  Top 50 Categories

  	
   

  	
  [***]

  
	
   

  	
   

  	
   

  
	
  Software Upgrades

  	
   

  	
  [***]

  Price is included in the Monthly

   

  



 


31












 


	
  Service or Item Purchased

  	
   

  	
  Cost

  
	
   

  	
   

  	
  Maintenance Fees

  
	
   

  	
   

  	
   

  
	
  Product Enhancements

  Offered by YPS

  	
   

  	
  [***]

  Price is included in the Monthly

  Maintenance Fees

  
	
   

  	
   

  	
   

  
	
  Product Enhancements

  Requested by R.H. Donnelley for 

  exclusive use

  	
   

  	
  Quoted Price

  
	
   

  	
   

  	
   

  
	
  Archiving Expenses

  Archived ListBoss and PageBoss 

  views

  	
   

  	
  [***] per back up

  [***] per Gigabyte of
  data accessed

  
	
   

  	
   

  	
   

  
	
  Development Fee

  For any development not
  part of

  Future Enhancements or new

  versions of software distributed
  by

  YPS

  	
   

  	
  [***] per hour

   

   

  
	
   

  	
   

  	
   

  
	
  Desktop Shortcut
  Development

  	
   

  	
  [***]

  Part of future enhancements
  that

  are being implemented

  
	
   

  	
   

  	
   

  
	
  Additional Browser
  Toolbar

  	
   

  	
  [***]

  Part of future enhancements
  that

  are being implemented

  
	
   

  	
   

  	
   

  
	
  Monthly System
  Availability Report

  	
   

  	
  [***]

  Included in standard CityBoss

  functionality

  



 


32












 


Exhibit H


 


Preferred
Escrow Agreement


 


See attached.


 


33












 


PREFERRED
ESCROW AGREEMENT


 


Deposit Account
Number   25227


 


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


 


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


 


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


 


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


 


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


 


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


 


ARTICLE 1
— DEPOSITS


 


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


 


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


 












 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 












 


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


 


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


 


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


 


ARTICLE 2
— CONFIDENTIALITY AND RECORD KEEPING


 


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


 


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


 


ARTICLE 3
— RIGHT TO MAKE COMM


 


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


 












 


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


 


ARTICLE 4
— RELEASE OF DEPOSIT


 


4.1                                
Release Conditions.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 












 


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


 


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


 


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


 


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


 


ARTICLE 5
— TERM AND TERMINATION


 


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


 


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


 












 


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


 


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


 


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


 


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


 


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


 


c.                                      
The provisions of
Article 7; and


 


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


 


ARTICLE 6
— DSI’S FEES


 


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


 


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


 


ARTICLE 7
— LIABILITY AND DISPUTES


 


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


 












 


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


 


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


 


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


 












 


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


 


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


 


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


 


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


 


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


 


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


 


ARTICLE 8
— GENERAL PROVISIONS


 


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


 


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


 












 


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


 


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


 


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


 


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


 


8.7                                
[Deleted].


 


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


 


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


 












 


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


 


 


	
  YP Web Partners LLC

  	
   

  	
  R.H. Donnelly
  Publishing & Advertising, Inc.

  
	
  Depositor

  	
   

  	
  Preferred Beneficiary

  
	
  By:

  	
  /s/ William W. Scott

  	
   

  	
  By:

  	
  /s/ Terry L. Hurley

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  William W. Scott

  	
   

  	
  Name:

  	
  Terry L. Hurley

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  VP Business Dev

  	
   

  	
  Title:

  	
  AVP & Asst
  General Counsel

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  May 13, 2004

  	
   

  	
  Date:

  	
  April 29, 2004

  



 


 


	
   

  	
  DSI Technology Escrow
  Services, Inc

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Grant Jones

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
  Grant Jones

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Regional Sales Manager

  	
   

  
	
   

  	
   

  
	
   

  	
  Date:

  	
  5/20/04

  	
   

  



 






 








 


FIRST
AMENDMENT TO

INTERNET SERVICES AGREEMENT


 


THIS
FIRST AMENDMENT TO INTERNET SERVICES AGREEMENT (this “Amendment”) is made as of December 13, 2006,
between LOCAL MATTERS, INC.,
(“LMI”), and R. H. DONNELLEY
PUBLISHING & ADVERTISING, INC. (the “Publisher”).


RECITALS


WHEREAS, on June 18, 2003 (“Effective Date”), YP
Web Partners, L.L.C. d/b/a YPSolutions and Publisher executed an Internet
Services Agreement (the “Agreement”);


WHEREAS, LMI purchased certain assets of YP Web
Partners, L.L.C. d/b/a YPSolutions, including its rights and obligations under
the Agreement;


WHEREAS, the LMI and Publisher desire to modify
the certain terms and conditions of the Agreement;


NOW,
THEREFORE, in
consideration of the mutual promises and covenants of the parties, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the LMI and Publisher hereto agree as follows:


1.             Definitions. Capitalized terms in this Amendment not
expressly defined in this Amendment will have the meaning given to them in the
Agreement.


2.             Amendments.


                A.
The parties hereby delete Section 14.1 of the Agreement in its entirety and
insert the following:


                “Term. This Agreement will become effective on
the Effective Date and, except as otherwise provided herein, will continue in
effect through December 31, 2007. Thereafter, unless terminated as provided
herein, this Agreement shall be automatically renewed for additional one (1)
year terms unless either party provides written notice, sixty (60) days prior
to the expiration of the then-current term, to the other party of its intention
not to renew.”


 


                B. The parties hereby delete
Sections 10.7 and 10.8 of the Agreement in their entirety.


 


                3.             Additional Terms.  Notwithstanding anything to the contrary in
the Agreement, Publisher may cancel LMI’s conversion of additional Directories
effective on or after April 1, 2007 by providing LMI with at least 30 days
prior written notice of the cancellation date. (“Cancellation
Right”).  If Publisher
exercises the Cancellation Right, LMI will continue to host Directories and
Directory Content published on the Web Sites as of the effective date of the
cancellation (“Cancellation Date”) for a period
of one year from the Cancellation Date pursuant to the terms and conditions of
the Agreement.  Without limiting the
foregoing, if Publisher


 






 








 


exercises the Cancellation Right, LMI will
have no obligation to perform any acts required by Sections 3.1 — 3.4, 3.5.3
after the Cancellation Date.


 


                4.             Miscellaneous.  Except as amended as set forth above, the
Agreement be and shall continue in full force and effect.  In the case of conflict between the terms and
conditions of this Amendment and the terms and conditions of the Agreement, the
terms and conditions of  this Amendment
shall prevail and govern.  This Amendment
may be executed in one or more counterparts, any of which need not contain the
signatures of both parties, but all signed counterparts taken together will
constitute one and the same agreement.  A
facsimile signature will be deemed as valid as an original signature.


 


 


                IN
WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the Amendment Effective Date set forth in the first paragraph hereof.


 


 


	
   

  	
  LOCAL
  MATTERS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Perry Evans

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Perry Evans

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  CEO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  R.H. DONNELLEY PUBLISHING & ADVERTISING, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Margaret LeBeau

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Margaret LeBeau

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Chief
  Marketing Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  12/13/06