[***]
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 10.31


 


PROFESSIONAL SERVICES AND LICENSE
AGREEMENT


 


THIS PROFESSIONAL SERVICES AND LICENSE AGREEMENT (this
“Agreement”) is made this 27th
day of June, 2003 (the “Effective Date”), by and between Dex Media, Inc. a
Delaware corporation having a principal place of business at 198 Inverness
Drive West, Englewood, Colorado 80112 (“Dex”),
and Aptas, Inc., a California corporation having a principal place of business
at Suite 600, 1899 Wynkoop, Denver, CO 80202 (“Aptas”) (each, a “party”
and collectively, the “parties”).


 


WHEREAS, Aptas is undertaking certain development,
integration and deployment activities, including the supporting software
applications, in order to develop and possess the capability to provide to Dex
data processing-support and services (“Ad
Knowledge Services”) involving the processing of Dex’s print
advertisement data (“Dex Data Sets”)
into compilation data sets for use in advanced digital search and filtering of
information contained in Dex’s print advertisements;


 


WHEREAS, Dex desires to obtain, and Aptas desires to
provide to Dex certain Ad Knowledge Services as more fully described below and
in the attached Schedule A (the “Services”);
and


 


WHEREAS, Dex desires to obtain, and Aptas desires to
provide to Dex certain ownership and license rights in the supporting software
applications developed or obtained by Aptas for use with the Ad Knowledge
Services.


 


NOW, THEREFORE, for good and valuable consideration,
the receipt and sufficiency of which arc hereby acknowledged, the parties
hereto hereby agree as follows:


 


1.            
SCOPE
OF SERVICES.


 


Commencing on the Effective Date, Aptas shall provide
the following Services to Dex, as more fully described in Schedule A (“Statement of Work” or “SOW”) and as they may evolve during the
Term (as defined in Section 5.1) or be supplemented, enhanced, modified or
replaced. If any incidental services, functions or responsibilities not
specifically described in this Agreement or the SOW are an inherent, necessary
or customary part of the Services or are required for proper performance or
provision of the Services as contemplated in this Agreement, they shall be
deemed to be included within the scope of the Services to be delivered for the
fees and charges set forth in Schedule C (“Payment
Schedule”), as if such services, functions or responsibilities were
specifically described herein and in the SOW.


 


Dex/Aptas Services and License

Agreement


 


1




















 


1.1           Data
Services.   Aptas shall provide the Data Services in accordance with the SOW.


 


1.2           Transition
Services.   Aptas shall provide the Transition Services, as requested by Dex,
pursuant to Section 4.7.


 


1.3           New Services.   From time to time, Dex and
Aptas may agree that additional services shall be performed that are materially
different from and materially in addition to the Services contemplated herein
(“New Services”) pursuant to work
orders agreed upon by the parties. If Dex requests that Aptas perform any New
Services, Aptas shall promptly prepare a New Services proposal for Dex consideration.
Aptas shall prepare such New Services proposal at no additional charge to Dex
and shall use commercially reasonable efforts to deliver such proposal to Dex
within ten (10) business days of its receipt of Dex’s request or in such other
reasonable time as agreed to by the parties. Such New Services proposal shall
include, as applicable, (i) a detailed pricing proposal for the New Service,
including the required Aptas personnel, their skill set, the estimated number
of hours and total cost to complete the New Services, material and hardware
costs, and travel costs and out of pocket expenses; (ii) a general description
of the performance standards to be associated with such New Service; (iii) a
schedule for commencing and completing the New Service; (iv) a description of
the new hardware, software or services required to provide the New Service; (v)
any special provisions related to Dex ownership of any development to be
undertaken in the performance of the New Services, and (vi) any additional terms
and conditions applicable to the New Services. Dex may accept or reject any New
Services proposal in its sole discretion and Aptas shall not be obligated to
perform any New Services unless the parties agree in writing on the applicable
terms and conditions. Unless the parties otherwise agree, if Dex accepts Aptas’
proposal, Aptas shall perform the New Services and be paid in accordance with
this Agreement and such additional terms and conditions as are agreed upon by
the parties in writing. Upon Dex’s acceptance of Aptas’ proposal for New
Services, the scope of the Services will be expanded and this Agreement will be
deemed modified to include such New Services. The parties shall agree in
writing on the applicable terms and conditions of such New Services, including
any additional licenses to be granted to Dex by Aptas and additional license
fees and other fees to be paid by Dex to Aptas (“Additional Payments”).


 


2.            
PERFORMANCE
STANDARDS AND CREDITS.


 


2.1           Performance Standards.   At all times, Aptas shall
perform the Services at levels of accuracy, quality, completeness, timeliness,
and responsiveness, that are equal to or higher than generally accepted
industry standards and practices for similar services and products. Aptas’ primary
performance obligation shall be to perform the Services so as to meet or exceed
the Performance Standards set forth in the SOW (each a “Performance Standard”). If more than one
Performance Standard applies to any particular obligation of Aptas, Aptas shall
perform in accordance with the most stringent Performance Standard that is
specified in the SOW.


 


 

















 


2.2           Performance
Credits.   Aptas recognizes that its failure to meet the Performance Standards
could have a material adverse impact on the business and operations of Dex and
that the damages resulting from Aptas’ failure to meet such Performance
Standards may not be capable of precise determination. Accordingly, if Aptas
fails to meet any such Performance Standard, then, in addition to any other
remedies available to Dex under this Agreement at law or in equity, Aptas shall
pay Dex the performance credits specified in the SOW (“Performance Credits”). If Dex recovers
other monetary damages as a result of Aptas’ failure to meet one or more Performance
Standards, Aptas shall be entitled to set-off against such damages any
Performance Credits paid for the failures giving rise to such recovery.


 


2.3           Problem
Analysis.   In the event of a systemic, substantial or recurring, and material failure
by Aptas to meet the Performance Standards, or if Aptas fails to provide the
Services in accordance with the quality standards and measurement criteria
specified herein or in the Performance Standards (each a “problem”), Aptas shall (after resolving any
immediate problem(s)) (i) expeditiously conduct a root cause analysis of such
problem; (ii) initiate remedial action to correct the problem on an ongoing
basis and begin meeting the applicable Performance Standards as soon as
practicable thereafter; (iii) advise Dex, as and to the extent reasonably
requested by Dex, of the status of remedial efforts being undertaken with
respect to such problem; and (iv) provide Dex with reasonable evidence that the
causes of such problem have been or will be corrected on an ongoing basis, to
the extent applicable.


 


2.4           Dex Performance
Obligations and Savings Clause.   Dex recognizes that its failure to provide access to
the Dex Data Sets, or personnel in a manner as specified in the SOW or
otherwise required for the timely performance of its Services, may result in
Aptas’ failure to meet specific and cumulative future milestones. Aptas’
failure to perform its responsibilities under this Agreement or to meet the
Performance Standards shall be excused if and to the extent such failure or
non-performance results from a failure by Dex, or any affiliate, agent or
representative of Dex or any third party otherwise engaged by Dex, to perform
its responsibilities under this Agreement; provided that Aptas provides Dex with
reasonable notice in writing of such non-performance and uses commercially
reasonable efforts to perform notwithstanding such failure to perform by or on
behalf of Dex.


 


3.            
PAYMENT SCHEDULE, FEES AND CHARGES.


 


3.1           Fees and Charges.  
In consideration
of Aptas’ provision of Services and rights in the Materials and other items
granted hereunder, Dex shall pay Aptas the fees and charges in accordance with
the terms and conditions herein and in the Payment Schedule.


 


3.2           Payment Terms.   Unless another date for
payment is stipulated herein, Dex agrees to exercise good faith and pay all
undisputed fees within forty-five (45) days from the date of its receipt of
timely and accurate invoices presented in accordance with this Agreement. As
used in this Agreement, a fee is “undisputed”
if Dex cannot in good faith dispute its legitimacy and all fees herein are
presumptively undisputed unless disputed by Dex in good faith.


 

















 


3.3           Right to
Set-off.   With respect to any amount to be paid or reimbursed by Dex hereunder,
Dex may set off against such amount any undisputed-amount Aptas is obligated to
pay Dex hereunder.


 


3.4           Taxes.   Aptas shall pay all sales, use and other
taxes imposed by any governmental authority by reason of the transactions
contemplated by this Agreement; provided, however, that Aptas shall not be
liable for any taxes based on income or net worth of Dex.


 


3.5           Timely
Invoicing.   Aptas shall provide timely, accurate and detailed invoicing. Within
thirty (30) days of termination or expiration of this Agreement for any reason,
Aptas shall submit to Dex an itemized invoice for any fees theretofore accrued
under this Agreement.


 


3.6           Credits and
Refunds.   To the extent a credit or refund may be due to Dex pursuant to this
Agreement, Aptas shall provide Dex with an appropriate credit against amounts
then due and owing; if no further payments arc due to Aptas, Aptas shall pay
such amounts to Dex within forty five (45) days of Dex’s claim therefor.


 


3.7          Most Favored Customer.   Aptas represents and warrants that all of
the prices, warranties, benefits and other terms, when viewed in their totality
of products, services, rights and volumes being provided hereunder, are equivalent
to or better than the terms being offered by Aptas to its other yellow pages
publishers substantially similar in form, rights and volume to the Services or
the Materials.  If, during the Term, Aptas offers more favorable terms to
any such customer than are offered to Dex hereunder, then Aptas shall
concurrently extend such terms to Dex, and this Agreement, at Dex’s option,
shall be deemed appropriately amended to provide such terms to Dex.  Any
amounts charged to Dex in excess of prices charged by Aptas to any other yellow
pages publisher for substantially similar services or Materials when viewed in
their totality shall result in an adjustment to the amounts charged to Dex by
Aptas for equivalent services, effective from the effective date on which those
services are provided at those charges to the other publisher, at Dex’s
option.  At the end of each contract year of this Agreement, a financial
officer of Aptas shall certify in writing that Aptas has strictly and in good
faith complied with this provision.


 


4.            
TERM; TERMINATION.


 


4.1          
Term.   The initial term
(“Initial Term”) of this Agreement
shall commence on the Effective Date and continue until 12:00 midnight
(Mountain Time) on the fourth anniversary of the date of completion of the
Initial Cycle (as defined in the SOW, the “Initial
Cycle”), unless terminated earlier in accordance with this
Agreement. Thereafter, the Agreement shall automatically renew for up to three
(3) additional one (1) year periods (each, a “Renewal
Term”), each at the same rates (including adjustment pursuant to
Section 4 of Schedule C), terms and conditions set forth herein, unless Dex
notifies Aptas of its desire not to renew at least thirty (30) days prior to
the end of the Initial Term or the then-current Renewal Term, as the case may
be (the Initial Term and any Renewal Term are collectively referred to as the “Term”).


 

















 


4.2           Termination For
Convenience.


 


4.2.1        By Dex.   At any time following one hundred eighty
(180) days following the Effective Date Dex may terminate this Agreement for
convenience and without cause by giving sixty (60) days prior written notice to
Aptas designating the termination date. In the event of termination pursuant to
this Section 4.2.1, (i) prior to completion of the Initial Cycle, in the event
Dex elects to retain the license to the Materials provided pursuant to Section
5.2, Dex shall pay Apatas a one-time license payment of Twenty Five Thousand
Dollars ($25,000,00); and (ii) during the sixty (60) day notice period provided
under this Section 4.2,1, Dex shall continue deliver to Aptas the Dex Data Sets
in accordance with the 12-month Projected Publishing Schedule therefor provided
pursuant to the SOW during such sixty (60) day period and Aptas shall continue
to provide the Services during such sixty (60) day period


 


4.2.2        By Aptas.   In the event that following completion
Initial Cycle, during any sixty (60) consecutive day period under this
Agreement, Dex shall not have delivered to Aptas any Dex Data Sets, Aptas may
provide Dex written notice of its intention to terminate this Agreement if Dex
shall not have delivered any Dex Data Sets to Aptas within the forty-five (45)
day period following such notice, and in the event Dex shall not deliver any
Dex Data Sets to Aptas within such forty-five (45) day period, this Agreement
shall terminate, subject to the provision by Aptas of Transition Services in
accordance with this Agreement.


 


4.3           Termination For Cause by
Dex.   Dex
may terminate this Agreement for cause by written notice to Aptas if (i) Aptas
shall fail, within ten (10) days of the Effective Date, to have acquired a
right to use the software and other intellectual property rights (in source and
object code form) of Moon Valley, Inc. related to data extraction (the “Moon Valley IP”), together with the right
to sublicense or the Dex license rights as contemplated in and in accordance
with Section 5.3.2(d) with respect to the Moon Valley IP, and to provide to Dex
reasonable written evidence of such acquisition and of such Dex rights,
including delivery of the original of the Moon Valley Acknowledgement from Moon
Valley, Inc. as contemplated in Section 5.3.2(d); (ii) Aptas shall fail, prior
to ten (10) days following the Effective Date, to have closed in the period
since May 1, 2003, in excess of Five Hundred Thousand Dollars ($500,000,00) of
bona fide equity funding including promissory notes that involves no forward
contingencies (that materially impact Aptas’ access to and retention of said
capital, and to provide to Dex reasonable written evidence of such closing;
(iii) Aptas shall fail to deliver any required Deliverable (as defined in the
SOW) within forty-five (45) days of the specified delivery date therefor, (iv)
Aptas shall incur liquidated damages during the Initial Cycle (as defined in
the SOW) in excess of Fifty Thousand Dollars ($50,000,00) for failure to meet
Initial Cycle Milestones (as defined in the SOW), (v) Aptas shall otherwise
materially breach the Agreement and fails to cure such breach within seven (7)
days of written notice of such breach from Dex; (vi) Aptas fails to meet the
same Performance Standard set forth in this Agreement on three (3) or more
occasions during any consecutive six (6) month period during the Term, provided
that Dex may immediately terminate this Agreement upon the third occurrence of
Aptas’ failure to meet the Performance Standards without regard as to whether
the six (6) month period referenced herein has expired; (vii) Aptas is subject
to a petition in bankruptcy or a proceeding related to insolvency or makes
assignment for the benefit of creditors or notifies Dex that it


 

















 


anticipates
any of the foregoing events. Notwithstanding anything to the contrary contained
herein, Dex shall not be required to pay any amounts to Aptas under this
Agreement upon the occurrence and during the existence of Aptas’ default or
material breach of this Agreement.


 


4.4           Termination for Cause by
Aptas.   In
the event that Dex fails to make any undisputed payments to Aptas in accordance
with this Agreement, and fails to cure such payment default within sixty (60)
days of written notice from Aptas of the possibility of termination for failure
to make such payment, Aptas may, by written notice to Dex, terminate this
Agreement.


 


4.5           Continuing
License.   Early termination of the Agreement for any reason, other than
termination by Aptas pursuant to Section 4.4 prior to completion of the Initial
Cycle, shall not terminate the license and other rights granted to Dex pursuant
to Section 5; provided, however, Dex shall, to the extent applicable, have the
continuing obligation to make the usage fee payments provided for in Section 5
of Schedule C hereto.


 


4.6           Effect of Termination or
Expiration.   Within thirty (30) days after the expiration or termination of this
Agreement or completion of the Transition Services requested by Dex hereunder,
whichever is later, each party shall return to the other, or at such party’s
direction destroy, and certify to such party in writing that the original and
all copies, in whole or in part, of the other party’s Confidential Information
(except as may be retained by Dex pursuant to the license or other rights
provided pursuant to Section 5) have been returned or destroyed.


 


4.7           Transition
Services.   As part of the Services and for fees and charges set forth in the
Payment Schedule, Aptas shall provide to Dex or its designee the following
transition services (“Transition Services”):


 


4.7.1        Period of Provision.   Aptas shall provide such
Transition Services to Dex or its designee commencing upon notice by Dex prior
to the expiration of the Term or notice of termination of the Agreement
(regardless of the reason for such termination) and continuing for up to twelve
(12) months following the effective date of the expiration or termination of
the Agreement to allow the Services to continue without material interruption
or material adverse effect on Dex’s business environment and to ensure an orderly
transition of Services and other operations contemplated under this Agreement
from Aptas to Dex or its designee, so long as Dex maintains its payment
obligations as stipulated in Section 3.2 to the extent the Services continue to
be performed.


 


4.7.2        Technical Assistance.   Aptas shall (i) assist Dex
in developing a written transition plan for the transition of the Services and
other operations contemplated under this Agreement to Dex or its designee,
which plan shall include capacity planning, facilities planning,
telecommunications planning and other planning necessary to effect the
transition; (ii) perform consulting services as requested to assist in
implementing the transition plan; and (iii) provide other technical assistance
as requested by Dex. Aptas’ assistance for the technical assistance described
in this Section 4.7.2 shall be deemed New Services, and shall be charged at
rates consistent with the charges otherwise provided under this Agreement, but
in no event in excess of the then prevailing reasonable consulting services
rates of Aptas.


 

















 


4.7.3        Extension of Services.   For up to 12 months after
the effective date of the expiration or termination of the Agreement, Aptas
shall provide to Dex, at Dex’s request, any or all of the Services being
performed by Aptas prior to such date. To the extent Dex requests Transition
Services, such Services shall be provided subject to and in accordance with the
terms and conditions of the Agreement and Dex shall pay Aptas the fees set forth
in the Payment Schedule that Dex would have been obligated to pay Aptas for
such Services if this Agreement had not yet expired or been terminated.
Services not explicitly identified and not under current obligations in this
Agreement shall be charged at rates consistent with the charges otherwise
provided under this Agreement, but in no event in excess of the then prevailing
reasonable rates of Aptas for its products and services. Aptas shall perform
the Transition Services with the same degree of accuracy, quality,
completeness, timeliness, responsiveness and resource efficiency as it provided
and was required to provide the same or similar Services during the term of the
Agreement, The quality and level of performance of the Services provided by
Aptas following the expiration or termination of the term of the Agreement as
to all or part of the Services or Aptas’ receipt of a notice of termination or
non-renewal shall continue to meet or exceed the Performance Standards and
shall not be degraded or deficient in any respect.


 


4.7.4        Right to Hire.   In the case of a
termination of the Term pursuant to Section 4.3, Dex shall be entitled to seek
to hire individuals who have been directly involved in the performance of the
Services over the six (6) month period immediately preceding the termination,
provided, however, the foregoing shall not apply to any individual employee of
Aptas who is then serving as a designated Consultant pursuant to Section 12.1
of this Agreement.


 


4.7.5        Equipment.  
Dex or its designees will have the right, but not the obligation, to purchase,
at net book value, or fair market value, whichever is lower, or assume the
lease of any equipment primarily used by Aptas to provide Services to Dex (each
of which leases Aptas shall assure is so assumable). Such equipment shall be
transferred on an as is, where is basis, as of the expiration or termination
date or the completion of any Services associated with such equipment requested
by Dex under this Section 4.7, whichever is later. In the case of Aptas-owned
equipment, Aptas shall grant to Dex a warranty of title and a warranty that
such equipment is free and clear of all liens and encumbrances. In the case of
leased equipment, Aptas shall represent and warrant that the lease is not in
default and that all payments thereunder have been made through the date of
transfer.


 


4.7.6        Subcontractors.   Aptas shall notify Dex of
any subcontractors or other third party suppliers performing any portion of the
Services and shall assist Dex or its designee in making commercially reasonable
arrangement for the continued performance by such party for the benefit of Dex.


 


4.7.7        License Rights.   To the extent necessary,
Aptas shall undertake such activities as may be required to confirm or
otherwise arrange for the continuation of the license or other rights
contemplated in Section 5.


 

















 


4.8           Right to Seek
Preliminary Injunction.   Each party shall be entitled to seek preliminary
injunctive relief in a court of competent jurisdiction for violations of this
Agreement without prior compliance with the procedures set forth in Sections
11.1 and 11.2 provided that the party seeking such preliminary relief shall, to
the extent not incompatible with its good faith requirements to protect its
interests and rights under and related to this Agreement, provide the other
party two (2) business day’s notice prior to seeking such relief, which notice
shall include a description of the reason it is seeking such relief and during
such two (2) day notice period the party seeking such relief shall attempt in
good faith to discuss the issue with the Contact Manager of the other party.
Without limiting the foregoing, Aptas acknowledges that, in the event it
breaches (or attempts or threatens to breach) its obligation respecting
continued performance in accordance with Section 11.3, Dex may be irreparably
harmed, and if a court of competent jurisdiction should find that Aptas has
breached (or attempted or threatened to breach) such obligation, Aptas agrees
that without any additional findings of irreparable injury or other conditions
to injunctive relief, it shall not oppose the entry of an appropriate order
compelling performance by Aptas and restraining it from such breach (or
attempted or threatened breach). Contemporaneously with the seeking of any
equitable relief hereunder, the parties shall initiate and undertake the
activities contemplated by Sections 11.1 and 11.2 to the final resolution of
the issues as contemplated therein.


 


4.9           Surviving
Terms.   Any
provision of this Agreement which contemplates performance or observance
subsequent to any termination of this Agreement shall survive any termination
of this Agreement and continue in full force and effect. Additionally, all provisions
of this Agreement will survive the termination of this Agreement to the fullest
extent necessary to give the parties the full benefit of the bargain expressed
herein.


 


5.            
INTELLECTUAL
PROPERTY.


 


5.1          
Dex Ownership of Materials.   Subject
to the provisions of Section 5.2 below, Dex shall own all right, title and
interest (including any copyright, patent, trade secrets, trademark or other
intellectual property rights) in the software and other materials (including
any related documentation and user manuals) owned or developed by Aptas for use
in connection with the Ad Knowledge Services (the “Materials”). The Materials, as appropriate, shall be
considered to be works made for hire (as that term is used in Section 101
of the United States Copyright Act, 17 U.S.C. § 101, or in analogous provisions
of other applicable Laws) owned by Dex, If any such Materials may not be
considered a work made for hire under applicable law, the Agreement will
provide for Aptas’ current irrevocable assignment, and commitment for further
assignment as necessary, to Dex without further consideration, of all of Aptas’
right, title and interest in and to such Materials, including intellectual
property rights, and the acknowledgement by Aptas that Dex and the successors
and assigns of Dex shall have the right to obtain and hold in their own name
any intellectual property rights in and to such Materials. To such end, Aptas
commits to execute and deliver any documents and undertake such reasonable
actions (and, at Dex’s request, cause any of its employees, agents and
subcontractors to execute and deliver or so undertake actions) requested by Dex
in connection therewith. In connection with such ownership by Dex of the
Materials, Dex shall grant to Aptas a non-


 

















 


exclusive,
non-transferable other than in accordance with Section 12.21, worldwide,
limited right and license to use, execute, reproduce, display, perform, modify
and distribute the Materials for the purposes of providing the Services and
further for undertaking good faith commercialization of the Materials; provided
that such grant shall be exclusively on an as-is, where-is, non-warranty,
non-indemnity basis and Aptas shall indemnify Dex against any liability
associated with Aptas’ use of the Materials.


 


5.2           Re-Assignment and
License.  
Upon the occurrence of a Trigger Event (as defined below) following the
Effective Date and prior to the termination or expiration of this Agreement,
Dex shall re-assign to Aptas all right, title and interest of Dex in and to the
Materials, provided that such re-assignment shall be (i) exclusively on an
as-is, where-is, non-warranty, non-indemnity basis; and (ii) undertaken
simultaneously with and in exchange for (and subject to reservation by Dex for)
the grant by Aptas to Dex and its affiliates of a license to the Materials,
which license shall be a non-exclusive, non-transferable (except pursuant to
Section 12.21), perpetual, irrevocable, worldwide right and license to install,
integrate with other software, access, use, operate, execute, archive, copy,
and display, and create derivative works of, modify and enhance the Materials
for use in a manner consistent with Dex’s use of the Services contemplated
under this Agreement, and to permit a third party provider to so install,
integrate, access, use, operate, execute, archive, copy, and display for the
benefit of Dex and its affiliates. For purposes of this Section 5.2, a “Trigger Event” shall be any one of the
following sets of events:


 


5.2.1        the closing by Aptas of a bona fide
round(s) of equity funding (including promissory notes with a maturity not
earlier than the end of the Initial Term or which have been subsequently
converted to equity involving no forward contingency to Aptas) or any merger and/or
acquisition scenarios that involve no forward contingencies that materially
impact Aptas’ access to and retention of said capital, in excess of One Million
Five Hundred Thousand Dollars ($1,500,000.00) since May 1st, 2003, including
amounts raised as contemplated in Section 4.3(ii) provided that to the extent
such amounts involve promissory notes, the maturity thereof is not earlier than
the end of the Initial Term or such notes have been converted to equity
involving no forward contingency to Aptas;


 


5.2.2        the (a) execution of bona fide customer
or business partner contract(s) by Aptas that provide a reasonable aggregate
expectation of more than Seven Hundred Fifty Thousand Dollars ($750,000.00) in
revenue during the first 12 months of such contract(s) and (b) closing by Aptas
of a bona fide round(s) of equity funding (including promissory notes with a
maturity not earlier than the end of the Initial Term or which have been
subsequently converted to equity involving no forward contingency to Aptas) or
any merger and/or acquisition scenarios that involve no forward contingencies
that materially impact Aptas’ access to and retention of said capital, in
excess of Five Hundred Thousand Dollars ($500,000.00) since May 1st, 2003,
including amounts raised as contemplated in Section 4.3 (ii) provided that to
the extent such amounts involve promissory notes the maturity thereof is not
earlier than the end of the Initial Term or such notes have been converted to
equity involving no forward contingency to Aptas;


 

















 


5.2.3        the  (a) closing by Aptas of a bona fide round(s) of equity funding
(including promissory notes with a maturity of not earlier than the end of the
Initial Term or which have been subsequently converted to equity involving no
forward contingency to Aptas) or any merger and/or acquisition scenarios that
involve no forward contingencies that materially impact Aptas’ access to and
retention of said capital, in excess of One Million Three Hundred Thousand
Dollars ($1,300,000.00) since May 1st, 2003, including amounts raised as
contemplated in Section 4.3(ii) provided that to the extent such amounts
involve promissory notes, the maturity thereof is not earlier than the end of
the Initial Term or such notes have been converted to equity involving no
forward contingency to Aptas, and (b) execution of bona fide customer or
business partner contract(s) by Aptas that provide a reasonable aggregate
expectation of more than Six Hundred Thousand Dollars ($600,000.00) in revenue
during the first 12 months of such contract(s);


 


5.2.4        the (a) passage of six (6) months
following completion of the Initial Cycle, and (b) closing by Aptas of a bona
fide round(s) of equity funding (including promissory notes with a maturity not
earlier than the end of the Initial Term or which have been subsequently
converted to equity involving no forward contingency to Aptas) or any merger
and/or acquisition scenarios that involve no forward contingencies that
materially impact Aptas’ access to and retention of said capital, in excess of
Five Hundred Thousand Dollars ($500,000.00) since May 1st, 2003, including
amounts raised as contemplated in Section 4.3(ii) provided that to the extent
such amounts involve promissory notes the maturity thereof is not earlier than
the end of the Initial Term or such notes have been converted to equity
involving no forward contingency to Aptas; or


 


5.2.5        The termination of this Agreement
pursuant to Section 4.2.


 


At any
time following the occurrence of a Trigger Event, upon the request of Dex,
Aptas shall deliver to Dex a copy of the object and source code of the
Materials and Moon Valley IP (and related documentation), in such machine
readable form and on such electronic media as Dex may reasonably designate.


 


5.3          
Sublicense for Related Third Party Materials.


 


5.3.1        General.   Aptas may from time to time obtain the
right to use a third party’s intellectual property to enhance or support the
functionality of the Materials. Dex hereby agrees that the Materials as defined
herein do not include such third party materials. Aptas shall promptly notify
Dex of any commercially available or non-commercially available third party
software to which Aptas has obtained a right to use to enhance or support the
functionality of the Materials or required to be used in the performance of the
Ad Knowledge Services. For purposes of this provision, the term “commercially available” shall mean readily
available to the general public on generally applicable terms and conditions
and pricing.


 

















 


5.3.2        Non-Commercially Available Third Party
Intellectual Property.


 


(a)           License Right.   Prior to implementing any
non-commercially available third party intellectual property for use in
connection with the Materials, Aptas will, unless otherwise approved in writing
by Dex, obtain for Dex and its affiliates a non-exclusive, royalty-free right
and license to access and/or use any such non-commercially available third
party software and materials, thereby enabling Dex to enjoy full benefit of (i)
its ownership of the Materials provided for under Section 5.1, or (ii) its
license of the Materials provided for under Section 5.2.


 


(b)           Indemnification.   With respect to any third
party software used or provided by Aptas pursuant to this Agreement, Aptas
covenants that it shall obtain and provide appropriate intellectual property
indemnification for Dex (or obtain intellectual property indemnification for
itself and enforce such indemnification on behalf of Dex) from the suppliers of
such software. Unless otherwise approved in advance by Dex, such
indemnification shall be (i) comparable to the intellectual property
indemnification provided by Aptas to Dex under this Agreement, or (ii) the best
indemnification available in the industry for the same or substantially similar
types of software products.


 


(c)           Third Party Licensor Acknowledgement.   Prior to implementing any
non-commercially available third party intellectual property for use in
connection with the Materials, Aptas will obtain and deliver to Dex an
acknowledgement and agreement of the licensor of such non-commercially
available third party intellectual property substantially in the form of
Schedule E hereto (each a “Third Party
Licensor Acknowledgement”), with such modifications thereto as shall
have been approved by Dex.


 


(d)           Moon Valley IP.   The parties acknowledge
that the Moon Valley IP (as defined in Section 4.3(i)) shall be included within
the non-commercially available third party software and materials referenced in
the preceding provisions of this Section 5.3.2 and that the obtaining of such
sublicense or license rights are the subject of Section 4.3(i) above, provided,
however, in lieu of a Third Party Licensor Acknowledgement Aptas shall provide
to Dex within ten (10) days of the Effective date in accordance with Section
4.2(i), an acknowledgement and agreement of Moon Valley, Inc. substantially in
the form of Schedule F hereto (the “Moon
Valley Acknowledgement”), which may be subject to Dex’s payment of a
royalty fee to Moon Valley, Inc. as provided therein.


 


5.4           Contractors.  
Dex’s rights and
interests provided under this Section 5 may, at Dex’s discretion, be exercised
by Dex’s outsourcers, consultants, disaster recovery services providers,
hosting services providers and other third parties providing to Dex technical
services or advice, and each of their subcontractors (collectively, “Contractors”) for the benefit of Dex.


 


5.5          
Source Code.


 


5.5.1        Escrow Agreement.   Within 30 days from the
Effective Date, Aptas shall enter into a written escrow agreement substantially
in the form attached hereto as Schedule B (“Source
Code Escrow Agreement”) pursuant to which it will deposit with the
escrow agent a copy of the source code for the Materials and the Moon Valley IP
(“Escrow Materials”). Dex


 

















 


shall
promptly reimburse Aptas for the fees payable to the escrow agent, but Aptas
shall be responsible for all of its costs and expenses associated therewith.
Aptas shall regularly update the Escrow Materials to reflect current Materials
and Moon Valley IP, including in accordance with the provisions of the Source
Code Escrow Agreement.


 


5.5.2        Use of Escrow Materials.   Dex may use, copy,
disclose, modify, enhance, upgrade, revise and create derivative works of the
Escrow Materials, when released by the escrow agent, solely for the purpose of
enjoying or exercising its ownership or license rights in and to the Materials
granted pursuant to this Agreement.


 


5.6           Improvements.  
As further
provided in the SOW, the Materials licensed by Aptas pursuant to this Agreement
(or owned by Dex pursuant to Section 5.1, as applicable) shall be the most
current version of the Materials, including the latest Improvements, unless Dex
decides to waive its rights to receive certain Improvements. “Improvements” shall mean any and all
improvements, additions, modifications, enhancements, corrections, updates,
releases, revisions and new versions of the Materials as developed by Aptas as
required in the performance of Ad Knowledge Services or to enhance the
functionality of the Materials.


 


5.7           Remote Access; Disaster
Recovery, Etc.   As further provided in the SOW, the rights and
licenses grants under this Section 5 may be exercised by remote access over
telecommunications networks or by direct connection, and shall include, without
limitation, and at no additional charge, use for disaster recovery, testing,
backup, development and archival purposes.


 


5.8           Required
Consents.   To the extent any third party consents are required for Aptas’
performance of the Services hereunder or Dex’s receipt or exercise of its
license rights hereunder, Aptas shall be solely responsible for obtaining such
consents at its own expense.


 


5.9           Updates to
Materials.   Following the Term and any period of performance of Transition
Services, to the extent that Aptas chooses to continue to maintain and develop
the Materials, Aptas will make available to Dex on a continuing basis and on
commercially reasonable terms, maintenance, including enhancements,
modifications and improvements, to the Materials.


 


6.            
REPRESENTATIONS AND WARRANTIES; LIABILITY.


 


6.1           Materials;
Services.   Aptas represents and warrants that: (i) the Materials shall be
substantially free from material programming errors and from material defects
in workmanship and materials and shall substantially operate and conform to the
performance capabilities, specifications, functions and other descriptions and
standards applicable thereto as set forth in this Agreement; (ii) Services
shall be performed in a timely, workmanlike and professional manner by
qualified professional personnel fully familiar with the applicable technology;
and (iii) the Services and the Materials shall conform to the best practices in
the industry for similar services and software and performance standards.


 

















 


6.2           Ownership;
Authority.   Aptas represents and warrants that: (i) it has full power and authority
to enter into this Agreement and to grant the Warrants and the rights granted
by this Agreement to Dex with respect to the Materials and to perform fully and
completely the Services and its obligations under this Agreement, without the
consent of any other person; (ii) it has the financial resources necessary to
perform or cause to be performed all of its obligations hereunder; (iii) none
of Aptas’ rights in or to the Materials are subject to any lien, security
interest or other encumbrance (including those rights granted under the secured
promissory notes previously issued to certain Aptas shareholders and for the
secured promissory notes Aptas is obligated to issue to those same shareholders
following execution of this Agreement) which are superior to the rights of Dex
provided hereunder, and Aptas will not allow any future lien, security interest
or other encumbrance to be created in or to the Materials which is not
expressly subordinated to the rights granted to Dex hereunder without the
express written consent of Dex; (iv) neither the performance of the Services by
Aptas nor the license to and use by Dex of the Materials or the third party
software pursuant to Section 5.3 shall in any way constitute an infringement,
misappropriation or other violation of any copyright, trade secret, trademark,
patent, invention, proprietary information, nondisclosure or other right; and
(v) no claim (whether or not embodied in an action, past or present) that the
Services, Materials or third party software described in Section 5.3 infringes
any copyright, trademark or patent, or misappropriates any trade secret or
other right, has been threatened or asserted, and no such claim is pending
against Aptas or against any entity from which Aptas obtained such rights.


 


6.3           Compliance with
Applicable Laws.   Aptas represents and warrants that the Materials, its
ownership by and/or license to and use by Dex as contemplated under this
Agreement, and the performance by Aptas of the Services shall be in compliance
with all applicable laws, rules and regulations.


 


6.4           Documentation.  
Aptas represents
and warrants that at all times during the Term (i) it shall maintain
documentation describing in reasonably full and complete detail all functions
of the version of the Materials in a way that would enable a person reasonably
skilled in like computer software to effectively use such functions and (ii)
for Materials provided in source code form, that the documentation that is part
of the Escrow Materials for such Materials includes all information reasonably
necessary to enable a person reasonably skilled in like computer software to
efficiently use and modify the Materials.


 


6.5           Disabling
Code.   Aptas
covenants, warrants and represents that it has taken, or shall take prior to
delivery to Dex, all reasonable steps to test the Materials for Disabling Code
(as defined below) and that the Materials shall be free of Disabling Code as of
the date of delivery by Aptas, and that Aptas shall continue to take such steps
with respect to future enhancements or modifications to the Materials. Aptas
shall not invoke any Disabling Code on any of Dex’s systems. The term “Disabling Code” means computer
instructions, features or functions that may permit Aptas or a third party to,
or may automatically: (i) alter, destroy or inhibit the Materials and/or Dex’s
processing environment; (ii) erase, destroy, corrupt or modify any data,
programs, materials or information used by Dex or store any data, programs,
materials or information on Dex’s computers without the consent of Dex; (iii)
discontinue Dex’s effective use of the Materials; or (iv) bypass any internal
or external software security measure to obtain


 

















 


access
to any hardware or software of Dex without the consent or knowledge of Dex,
including, but not limited to, other programs’ data storage and computer
libraries. Disabling Code includes, but is not limited to, programs that
self-replicate without manual intervention, instructions programmed to activate
at a predetermined time or upon a specified event, and/or programs purporting
to do a meaningful function but designed for a different function.


 


6.6           Century Date-Change
Requirements.   Aptas represents and warrants that the Materials shall
fully comply with the following millennium compliance statement with no
limitations. The definition of compliance is the ability to: (i) correctly
handle date information before, during and after 1 January 2000 accepting date
input, providing date output and performing calculations on dates or portions
of dates; (ii) function accurately and without interruption before, during and
after 1 January 2000 without changes in operation associated with the advent of
the new century assuming correct configuration; (iii) where appropriate,
respond to two-digit date input in a way that resolves the ambiguity as to
century in a disclosed, defined and predetermined manner; (iv) store and
provide output of date information in ways that are unambiguous as to century;
and (v) manage the leap year occurring in the year 2000, following the
quad-centennial rule. This representation and warranty shall not apply to any
third-party products or software used in combination with the Materials unless
such products or software are previously approved or supplied by Aptas.


 


6.7          
Aptas’ Fulfillment of Warranty Obligations.


 


6.7.1        In the event of Aptas’ breach of the
conformity warranties set forth above, Aptas shall promptly correct any
nonconformity, defect or error in the Materials or re-perform nonconforming
Services, as the case may be, at no additional charge to Dex. If Aptas fails to
promptly correct any nonconformity, defect or error in the Materials, or
re-perform nonconforming Services and Dex in its discretion must therefore
obtain replacement system or services, such failure shall constitute a material
default by Aptas hereunder.


 


6.7.2        In the event of Aptas’ breach of the
non-infringement warranties set forth above, Aptas shall, at its sole option
(i) promptly procure for Dex the right to continue using such Materials or
Service or item as contemplated hereunder or (ii) replace or modify the
affected Materials or Services or item without materially diminishing its
functional capabilities to make its use non-infringing, at no additional charge
to Dex. If neither of the foregoing alternatives is reasonably available (after
diligent, good faith efforts of Aptas to obtain such alternatives), then either
party may terminate the Agreement upon written notice to the other party, in
which case Aptas shall promptly refund Dex any fees paid to Aptas hereunder
with respect such affected Materials or Services, which refund shall not be
unreasonably withheld, conditioned or delayed.


 


6.8           Disclaimer.   EXCEPT AS OTHERWISE
EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY REPRESENTATIONS, CONDITIONS
OR WARRANTIES TO THE OTHER, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED
WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.


 

















 


6.9           Liability.   IN NO EVENT SHALL EITHER PARTY BE LIABLE
FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR
DAMAGES OF ANY KIND INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF
BUSINESS OR INTERRUPTION OF BUSINESS, WHETHER SUCH LIABILITY IS PREDICATED ON
CONTRACT, STRICT LIABILITY OR ANY OTHER THEORY AND IRRESPECTIVE OF WHETHER SUCH
PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.


 


7.            
CONFIDENTIALITY.


 


7.1           Dex Confidential
Information.   “Dex Confidential Information”  means any and all information about Dex,
information about Dex’s affiliates, and information about Dex’s and Dex’s
affiliates’ customers, suppliers, auditors, benefits providers and other
business partners, whether in oral, written, visual, electronic or other form,
disclosed to Aptas or observed by Aptas at any time prior to, during or after
the Term, including, without limitation, during the discussions or negotiations
relating to this Agreement, including, but not limited to: (i) business plans,
strategies, forecasts, projects and analyses; (ii) financial information; (iii)
individually identifiable information; (iv) software (including all
documentation, code and specifications); (v) hardware and system designs,
architectures, structures and protocols; (vi) product and service
specifications; (vii) manufacturing, purchasing, logistics, sales, marketing
and other business processes; and (viii) names, addresses, telephone numbers,
account numbers, and employee, supplier, customer or customer lists; and (ix)
demographic, financial and transaction information.


 


7.2           Aptas Confidential
Information.   “Aptas Confidential Information”  means any and all information about Aptas,
information about Aptas’ affiliates, and information about Aptas’ and Aptas’
affiliates’ customers (other than Dex), suppliers, auditors, benefits providers
and other business partners, whether in oral, written, visual, electronic or
other form, disclosed to Dex or observed by Dex at any time prior to, during or
after the Term, including, without limitation, during the discussions or
negotiations relating to this Agreement, including, but not limited to: (i)
business plans, strategies, forecasts, projects and analyses; (ii) financial
information; (iii) individually identifiable information; (iv) software
(including all documentation, code and specifications); (v) hardware and system
designs, architectures, structures and protocols; (vi) product and service
specifications; (vii) manufacturing, purchasing, logistics, sales, marketing
and other business processes; and (viii) names, addresses, telephone numbers,
account numbers, and employee, supplier, customer or customer lists; and (ix)
demographic, financial and transaction information. Dex Confidential Information
and Aptas Confidential Information are collectively referred to herein as “Confidential Information”.


 


7.3           Agreement
Confidential.   Each party to this Agreement will treat the terms of
this Agreement as Confidential Information of the other party.


 


7.4           Treatment of
Confidential Information.   The party receiving Confidential Information (the “Receiving Party”) from the other party (the “Disclosing
Party”), shall use the same care and discretion to avoid disclosure,
publication or dissemination of any Confidential


 

















 


Information
received from the Disclosing Party as the Receiving Party uses with its own
similar information that it does not wish to disclose, publish or disseminate,
but in no case less than a reasonable amount of care. The Receiving Party shall
use the Disclosing Party’s Confidential Information, in the case of Aptas, only
in connection with the performance of Aptas’ obligations under this Agreement,
and, in the case of Dex, only in connection with the purposes of, and enjoyment
of rights granted under, this Agreement. The Receiving Party shall not disclose
the Disclosing Party’s Confidential Information except to the Receiving Party’s
employees, agents and contractors (collectively, its “Personnel”) who: (i) provide services to
the Receiving Party and whose use of the Confidential Information is restricted
to the Receiving Party’s authorized uses of such Confidential Information under
this Agreement; and (ii) are bound to terms at least as protective of the
Disclosing Party’s Confidential Information as the terms of this Section 7.


 


7.5           No Change in Ownership.   The parties acknowledge that
Confidential Information is being disclosed for the sole purpose of advancing
the parties’ business relationship and that neither party shall acquire right,
title, or interest in any Confidential Information merely by virtue of such
disclosure and that, except as otherwise expressly provided herein, all
Confidential Information is and shall at all times remain the property of the
Disclosing Party.


 


7.6           Destruction of
Confidential Information.   Within ten (10) business days after receiving the
Disclosing Party’s written request, the Receiving Party shall destroy, in such
a manner that it cannot be retrieved, or return to the Disclosing Party (as
instructed by the Disclosing Party) any material containing Confidential
Information; provided, however, that the foregoing shall not be deemed to
require Dex to destroy any Material which Dex owns or for which Dex has been
granted a license or otherwise has a continuing right to use.


 


7.7           Removal of Documents.   Neither party shall remove
from the other party’s premises the original or any reproduction of any notes,
memoranda, files, records, writings or other documents, whether on tangible or
electronic media, containing the other party’s Confidential Information or any
document prepared by or on behalf of that party that contains or is based on
the other party’s Confidential Information, without the prior written consent
of an authorized representative of the other party.


 


7.8           Exceptions to
Confidential Treatment.   The obligations under Section 7 do not apply to any
Confidential Information that the Receiving Party can demonstrate: (i) the
Receiving Party possessed prior to disclosure by the Disclosing Party, or its
affiliates, without an obligation of confidentiality; (ii) is or becomes
publicly available without breach of this Agreement by the Receiving Party;
(iii) is independently developed by the Receiving Party without use of any
Confidential Information of the Disclosing Party; or (iv) is received by the
Receiving Party from a third party that does not have an obligation of
confidentiality to the Disclosing Party or its affiliates.


 


7.9           Legally Required
Disclosure.  
If a party desires to disclose Confidential Information of the other party to
an arbitrator, court or other governmental authority, such party may disclose
such Confidential Information; provided such party shall notify the other party
in


 

















 


writing
a reasonable time prior to such disclosure and shall allow the other party a
reasonable opportunity to seek appropriate protective measures.


 


7.10         Effect of Section 7.   This Section 7 shall not be
construed to limit or affect any of the rights or licenses granted to Dex
elsewhere herein.


 


7.11         Life of
covenant.   The obligations regarding Confidential Information shall not terminate
upon the expiration or termination of this Agreement and shall survive in perpetuity.


 


7.12         Laws and Regulations.   Each party shall, to the
extent applicable, comply with all requirements of federal, state, local,
foreign and intergovernmental laws, rules, directives and regulations with
respect to Confidential Information and other data provided to Aptas by Dex and
to Dex and Aptas by the End Users, including without limitation the
Gramm-Leach-Bliley Act and all regulations thereunder and European Union
Directive 95/46/EC on the protection of individuals with regard to the
processing of personal data and on the free movement of such data and all
national legislation enacted pursuant thereto and all regulations thereunder.
Each of Aptas and Dex shall reasonably cooperate with the other in delivering
all written documentation and other assurances for either party to comply with
all such laws and regulations.


 


8.            
DEX
DATA.


 


8.1           Ownership.   Any data or information
provided by Dex or its users or obtained or created by Aptas in connection with
its performance of Services, including the Aptas Compilations (as defined in
the SOW) (“Dex Data”) shall be and
remain the property of Dex and is Dex Confidential Information and may be
disclosed and used by Dex without restriction; provided, however, the foregoing
shall not prevent Aptas from incorporating individual terms identified and
developed from Dex’s print ads through the performance of the Services into the
Materials, which are understood to be subject to re-assignment according to the
terms of Section 5.2. Upon Dex’s reasonable request from time to time or at any
time, Aptas shall promptly provide a copy of all Dex Data in the possession of
Aptas to Dex in a form reasonably acceptable to Dex. To the extent that Dex so
requests, at the end of the term Aptas shall destroy all copies of the Dex Data
in Aptas’ possession or under Aptas’ control. Aptas shall not withhold any Dex
Data as a means of resolving any dispute. Aptas shall not utilize Dex Data for
any purpose other than that of rendering the Services under this Agreement and
those rights granted specifically under this Section 8.1. Dex Data shall not be
sold, assigned, leased, or otherwise transferred to third parties by Aptas or
commercially exploited by or on behalf of Aptas.


 


8.2           Safety and Security.   Aptas shall establish and
maintain environmental, safety and facility procedures, data security
procedures and other safeguards against the destruction, loss, or alteration of
Dex Data in the possession of Aptas which are (i) no less rigorous than those
maintained by Dex for similar production systems and services and (ii) no less
rigorous than those maintained by Aptas for its own information of a similar
nature. Aptas shall immediately inform Dex when Aptas has reason to believe
that Dex’s Confidential Information has been accessed by any unauthorized third
parties. Dex shall have the right to establish backup


 

















 


security
for Dex Data and to keep backup copies of the Dex Data in Dex’s possession at
Dex’s expense if Dex so chooses. No media on which Dex Data is stored may be
used or re-used to store data of any other customer of Aptas. Aptas will
maintain procedures to logically segregate the Dex Data from other Aptas
customer data, which procedures shall be subject to Dex’s review and approval.


 


8.3.          Recovery of Lost Data.   As part of the Services,
Aptas shall be responsible for developing and maintaining procedures for the
reconstruction of lost Dex Data. Aptas shall correct, at Dex’s request and sole
discretion, any destruction, loss or alteration of any indices of Dex Data
caused by Aptas or any Aptas personnel.


 


9.            
INDEMNIFICATION.


 


9.1           Aptas Obligation to
Indemnify. 
 Aptas shall indemnify and hold harmless Dex and its affiliates and
subsidiaries, and any employee or agent thereof (each individually, an “Indemnified Person”) from and against any
and all claims, demands, suits and other proceedings (“Claims”), and shall pay as incurred all
liability, losses, damages, judgments, settlements, costs and expenses
(including reasonable attorneys fees and imputed fees of in-house counsel)
associated with the same arising from or relating to (i) the Materials or
Services; (ii) any claimed infringement, misappropriation or violation of any
third party’s trade secrets, proprietary information, trademark, copyright,
patent rights, or other property rights in connection with the Materials or
Services; (iii) Dex’s use of the Materials or Services in accordance with this
Agreement, or (iv) any express or implied warranties, representations and
covenants made by Aptas under this Agreement. Aptas may, at its option, conduct
the defense in any such third-party Claim arising as described herein and each
Indemnified Person shall reasonably cooperate, at Aptas’ expense, with such
defense. The foregoing indemnity shall not cover third-party Claims to the
extent (i) resulting from Dex’s business rules modifications to the Materials;
(ii) arising from material modification of the Materials by Dex or its agents
or representatives without Aptas’ prior reasonable approval thereof; or (iii)
arising from Dex’s or its agents, or representatives’ material acts or
omissions in violation of this Agreement.  No settlement or compromise
that imposes any liability or obligation on any Indemnified Person shall be
made without such Indemnified Person’s prior written consent, which consent
shall not be unreasonably withheld.


 


9.2.          Infringement.   In the event any third-party
infringement Claim is filed or threatened, in addition to its other obligations
under this Section 9, Aptas shall, after obtaining a legal opinion that such
Claim is a bona fide Claim with a basis in fact, solely at its own cost and
expense, (i) obtain for Dex the right to continue using the Materials or
Services, or (ii) modify the Materials or Services to avoid the infringement
but without adversely impairing the functionality or performance of the
Materials or Services so that the Materials or Services continues to conform to
the applicable specifications therefor. If, after the exercise of Aptas’ best
efforts, Aptas is unable to obtain for Dex the right to continue using the
Materials or Services or to modify the Materials or Services to avoid the
infringement as specified in the previous sentence, Aptas shall replace the
Materials or Services with a compatible, functionally


 

















 


equivalent
replacement that is noninfringing and continues to conform to the applicable
specifications therefor.


 


9.3           Dex Obligation to
Indemnify.   Dex shall indemnify and hold harmless Aptas and its affiliates and
subsidiaries, and any employee or agent thereof (each individually, an “Indemnified Person”) from and against any
and all claims, demands, suits and other proceedings (“Claims”), and shall pay as incurred all
liability, losses, damages, judgments, settlements, costs and expenses
(including reasonable attorneys fees and imputed fees of in-house counsel)
associated with the same arising from or relating to (i) Dex Data (including
advertising content); (ii) advertising content placement; (iii) Dex’s
infringement of any content provider’s intellectual property, and (iv) any
express or implied warranties or representations made by Dex under this
Agreement. The foregoing indemnity shall not cover third-party Claims to the extent
arising out of or resulting from Aptas’ or its agents’ or representatives’
material acts or omissions in violation of this Agreement. Dex may, at its
option, conduct the defense in any such third-party Claim arising as described
herein and each Indemnified Person shall reasonably cooperate, at Dex’s
expense, with such defense. No settlement or compromise that imposes any
liability or obligation on any Indemnified Person shall be made without such
Indemnified Person’s prior written consent, which consent shall not be
unreasonably withheld.


 


9.4           Mutual Indemnity.   Each party shall indemnity
and hold harmless the other party and its affiliates and subsidiaries, and any
employee or agent thereof from and against any and all Claims, and shall pay as
incurred all liability, losses, damages, judgments, settlements, costs and
expenses (including reasonable attorneys fees and imputed fees of in-house
counsel) associated with the same arising from or relating to any injury to or
death of any person or loss of or damage to tangible property, but only to the
extent that such liability, loss, damage or expense was proximately caused by
gross negligence or willful misconduct on the part of the party from whom
indemnity is sought.


 


10.          
INSURANCE.


 


10.1         Requirements.   Aptas shall keep in full
force and effect and maintain at its sole cost and expense the following
policies of insurance during the term of this Agreement, and require the same
coverage for any third parties, including subcontractors, performing any of the
Services on behalf of Aptas:


 


10.1.1      Workers’ Compensation and Employer’s
Liability Insurance with statutory limits as required in the state(s) of
operation, and providing coverage for any employee entering on Dex premises,
even if not required by statute. Employer’s Liability or “Stop Gap” insurance
with limits of not less than $100,000 per employee by accident.


 


10.1.2      Commercial General Liability Insurance
covering claims for bodily injury, death, personal injury or property damage
occurring or arising out of Aptas’ performance under or in connection with this
Agreement, including coverage for independent contractor’s protection,
premises-operations, products/completed operations, and contractual liability
with


 

















 


respect
to the liability assumed by Aptas hereunder. The limits of insurance shall not
be less than the following:


 


	
  Each Occurrence:

  	
   

  	
  $

  	
  1,000,000

  
	
  General Aggregate Limit

  	
   

  	
  $

  	
  2,000,000

  
	
  Products-Completed
  Operations Limit

  	
   

  	
  $

  	
  1,000,000

  
	
  Personal and
  Advertising Injury Limit

  	
   

  	
  $

  	
  1,000,000

  



 


10.1.3      Comprehensive Automobile Liability
Insurance covering the ownership, operation and maintenance of all owned,
non-owned and hired motor vehicles used in connection with the performance of
this Agreement, with limits of at least $1,000,000 per occurrence for bodily
injury and property damage.


 


10.1.4      Professional Liability and Errors and
Omissions Liability Insurance covering acts, errors, omissions and machine
malfunctions arising out of Aptas’ operations or Services with limits of not
less than $1,000,000 per occurrence and endorsed to provide coverage for
contractual liability with respect to liability assumed by Aptas hereunder.
Such insurance shall provide a retroactive date prior to the date of this
Agreement and an extended claims reporting period of not less than three (3)
years after the termination of this Agreement.


 


10.1.5      Comprehensive Crime, Employee Dishonesty
and Computer Fraud Insurance covering losses due to theft of money or
securities or arising out of or in connection with any fraudulent or dishonest
acts committed by Aptas personnel or third patties, acting alone or with
others, in an amount not less than $1,000,000 per occurrence. Such insurance
shall he endorsed to provide coverage to Dex for losses arising from theft from
Aptas personnel or third parties while providing Services.


 


10.1.6      All-Risk Property insurance covering all
Aptas equipment and other personal property of Aptas located at Dex premises in
an amount not less than full replacement cost.


 


Aptas
shall not commence any work under this Agreement until it has fulfilled all of
its insurance requirements under this Section 10. The insurance limits required
herein may be obtained through any combination of primary and excess or
umbrella liability insurance.


 


10.2         Approved Companies.   All such insurance shall be
procured with reputable insurance companies. Such insurance companies shall
maintain a rating at least “A” and be at least a Financial Size Category VII as
both criteria are defined in the most current publication of Best’s
Policyholder Guide.


 


10.3         Endorsements.   Aptas’ insurance policies
required under Sections 10.1.2, 10.1.3, 10.1.4 and 10.1.6 shall name Dex and
all subsidiaries, affiliates, officers, directors, agents, servants and
employees as additional insured, as their interest may appear, for any and all
liability arising at any time in connection with Aptas’ performance under this
Agreement. Aptas’ insurance policy required under Section 10.1.5 shall name Dex
and all of its subsidiaries,


 

















 


affiliates,
officers, directors and employees as Loss Payees for any and all liability
arising at any time in connection with Aptas’ performance under this Agreement.
Such insurance afforded Dex shall be primary insurance and not excess of, or
contributory with, any other valid and collectible insurance purchased or
maintained by Dex. Aptas shall obtain such endorsements to its policy or
policies of insurance as are necessary to cause the policy or policies to
comply with the requirements stated herein.


 


10.4         Certificates.   Aptas shall forward to Dex
certificate(s) of such insurance evidencing compliance with this
Section 10 upon execution of this Agreement and upon the further
reasonable request of Dex.


 


10.5         No Implied Limitation.   The obligation of Aptas to
provide the insurance specified herein shall not limit in any way any
obligation or liability of Aptas provided elsewhere in this Agreement.


 


10.6         Insurance Subrogation.   Aptas shall cause its
insurers to issue appropriate waivers of subrogation rights endorsements to all
applicable insurance policies maintained by Aptas (including those specified in
Section 10.1).


 


11.          
DISPUTE
RESOLUTION


 


11.1         Informal Dispute
Resolution.   Prior to the initiation of formal dispute resolution procedures as to
any dispute, but without limiting either party’s right to seek injunctive
relief pursuant to this Agreement, the parties shall first attempt to resolve
each dispute informally, as follows:


 


11.1.1      Initial Effort.   The parties agree that the
Dex Contract Manager and the Aptas Contract Manager shall attempt in good faith
to resolve all disputes. In the event the Dex Contract Manager and the Aptas
Contract Manager are unable to resolve a dispute within fifteen (15) business
days, either party may refer the dispute for resolution to the corporate
executives specified in Section 11.1.2 below upon written notice to the other
party.


 


11.1.2      Initial Escalation.   Within five (5) business
days of a notice under Section 11.1.1 above referring a dispute for resolution
by corporate executives, the Dex Contract Manager and the Aptas Contract
Manager will each prepare and provide to Aptas’ Senior Vice-President of
Technology and Dex’s Chief Information Officer and Chief Operating Officer or
successor Dex positions, respectively, summaries of the non-privileged relevant
information and background of the dispute, along with any appropriate
non-privileged supporting documentation, for their review. The designated
corporate executives will confer as often as they deem reasonably necessary in
order to gather and furnish to the other all information with respect to the
matter in issue which the parties believe to be appropriate and germane in
connection with its resolution. The designated corporate executives shall
discuss the problem and negotiate in good faith in an effort to resolve the
dispute without the necessity of any formal proceeding. The specific format for
the discussions will be left to the discretion of the designated corporate


 

















 


executives,
but may include the preparation of agreed-upon statements of fact or written
statements of position. In the event the Dex Contract Manager and the Aptas
Contract Manager are, unable to resolve a dispute within fifteen (15) business
days, either party may refer the dispute for resolution to the corporate
executives specified in Section 11.1.3 below upon written notice to the other
party.


 


11.1.3      Final Escalation.   Within five (5) business
days of a notice under Section 11.1.2 above referring a dispute for resolution
by senior corporate executives, the executives specified in Section 11.1.2 will
each prepare and provide to Aptas’ Chief Executive Officer and Dex’s Chief
Executive Officer, respectively, summaries of the relevant non-privileged
information and background of the dispute, along with any appropriate
supporting documentation, for their review. The designated senior corporate
executives will confer as often as they deem reasonably necessary in order to
gather and furnish to the other all information with respect to the matter in
issue which the parties believe to be appropriate and germane in connection
with its resolution. The designated senior corporate executives shall discuss
the problem and negotiate in good faith in an effort to resolve the dispute
without the necessity of any formal proceeding. The specific format for the
discussions will be left to the discretion of the designated senior corporate
executives, but may include the preparation of agreed-upon statements of fact
or written statements of position.


 


11.1.4      Provision of Information.   During the course of
negotiations under Sections 11.1.1, 11.1.2 and 11.1.3 above, all reasonable
requests made by one party to another for non-privileged information,
reasonably related to the dispute, will be honored in order that each of the
parties may be fully advised of the other’s position.


 


11.1.5      Prerequisite to Formal Proceedings.   Formal proceedings for the
resolution of a dispute may not be commenced until the earlier of: (i) the
designated corporate executives under Section 11.1.3 above jointly concluding
in good faith that amicable resolution through continued negotiation of the
matter does not appear likely; or (ii) thirty (30) days after the notice under
Section 11.1.2 above referring the dispute to the designated corporate
executives. The time periods specified in this Section 11 shall not be
construed to prevent a party from instituting, and a party is authorized to
institute, formal proceedings earlier to (i) avoid the expiration of any
applicable limitations period, (ii) preserve a superior position with respect
to other creditors, or (iii) seek a preliminary injunction in accordance with
this Agreement.


 


11.2         Arbitration


 


11.2.1      Arbitration.   Without limiting each
party’s right to seek injunctive relief pursuant to this Agreement, any
controversy or claim arising out of or relating to this Agreement, or any
breach thereof, which cannot be resolved using the procedures set forth above
in Section 11.1 shall be exclusively and finally resolved under the Commercial
Arbitration Rules of the American Arbitration Association then in effect.


 


11.2.2      Location and Decision.   The Arbitration shall take
place in Denver, Colorado, and shall apply the governing law of this Agreement.
The decision of the arbitrators


 

















 


shall
be final and binding and judgment on the award may be entered in any court of
competent jurisdiction. The arbitrators shall be instructed to state the
reasons for their decisions, including findings of fact and law. The
arbitrators shall be bound by the warranties, limitations of liability and
other provisions of this Agreement, and in no event shall the arbitrators have
the authority to make any award that provides for punitive or exemplary
damages. Without limiting either party’s right to seek injunctive relief
pursuant to this Agreement, such arbitration shall be a precondition to any application
by either party to any court of competent jurisdiction.


 


11.2.3      Selection and Qualification of
Arbitrators.
  Within thirty (30) days, or such reasonable period mutually agreed
upon by the parties, after delivery of written notice (“Notice of Dispute”) by one party to the
other in accordance with this Section, the parties each shall use good faith
efforts to mutually agree upon one (1) arbitrator. If the parties are not able
to agree upon one (1) arbitrator within such period of time, the parties each
shall within thirty (30) days: (i) appoint one (1) arbitrator who has at no
time ever represented or acted on behalf of either of the parties; and is not
otherwise affiliated with or interested in either of the parties and (ii)
deliver written notice of the identity of such arbitrator and a copy of his or
her written acceptance of such appointment to the other party. If either party
fails or refuses to appoint an arbitrator within such thirty (30) day period,
the single arbitrator appointed by the other party shall decide alone the
issues set out in the Notice of Dispute. Within thirty (30) days after such
appointment and notice, such arbitrators shall appoint a third neutral and
independent arbitrator who at no time ever represented or acted on behalf of
either of the parties, and is not otherwise affiliated with or interested in
either of the parties. In the event that the two (2) arbitrators fail to
appoint a third arbitrator within thirty (30) days of the appointment of, the
second arbitrator, either arbitrator or either party may apply for the
appointment of a third arbitrator to the American Arbitration Association.


 


11.2.4      General.   All arbitrators selected pursuant to
this Section shall be attorneys with substantial and appropriate experience
with the technology and/or law applicable to the Services or similar services
or transactions. Any such appointment shall be binding upon the parties.
Discovery will be allowed in connection with arbitration to the extent
consistent with the purpose of the arbitration and as allowed by the arbitrator
or arbitrators, as applicable. The decision or award of the arbitrators) shall
be final, binding and non-appealable and may be enforced and executed upon in
any court having jurisdiction over the party against whom the enforcement of
such decision or award is sought. Each party shall bear its own arbitration
costs, attorneys fees and expenses and all other costs and expenses of the
arbitration shall be divided equally between the parties.


 


11.3        
Continued Performance


 


11.3.1      General.   Each party agrees that it shall, unless
otherwise directed by the other party, continue performing its obligations
under this Agreement while any dispute is being resolved.


 


11.3.2      Non-Interruption of Service and License.   Aptas acknowledges and
agrees that any interruption in the Services or to the license granted
hereunder may cause irreparable


 

















 


harm
to Dex, in which case an adequate remedy at law would not he available. Aptas
expressly acknowledges and agrees that, pending resolution of any dispute or
controversy, it will not deny, withdraw, or restrict Aptas’ grant of the
license hereunder or provision of the Services to Dex under this Agreement,
except as specifically and expressly agreed in writing by Dex and Aptas.


 


12.           MISCELLANEOUS.


 


12.1         Independent Consultant
Agreements.   On or prior to the Effective Date and for the two (2) year period
following the Effective Date, two employees of Aptas, to be identified by Dex
(each a “Consultant”),  will enter binding contracts with Dex
substantially in the form attached hereto as Schedule D (“Independent
Consultant Agreement”) in which they agree in their individual
capacity to render consulting services supporting the development, maintenance
and operation of the Materials or otherwise similar to the Services on a time
and material basis at the hourly rates set forth in such Independent Consultant
Agreement for up to six (6) months in the event of any insolvency or bankruptcy
of Aptas or other cessation of its provision of the Services. During the two
(2) year term following the Effective Date, Aptas shall provide to Dex written
notice of any material change in each Consultant’s full-time employment with
Aptas, including termination of such employment, at least 14 days prior to the
effective date of such change, or upon any anticipation thereof. Within 30 days
following the date of termination of a Consultant’s employment, or following
the reassignment of responsibilities of those individuals within Aptas, Aptas
shall obtain for Dex a replacement consultant, reasonably acceptable to Dex,
who agrees to render similar consulting services pursuant to a separate
consulting agreement containing the same terms and conditions set forth in the Independent
Consultant Agreement and has substantially comparable skills and experience.
Aptas’ failure to comply with its obligations under this Section 12.1 shall
constitute a material breach of this Agreement.


 


12.2         Notification  Requirements.  
Aptas will provide to Dex: (i) on a regular basis not less
frequently than quarterly (or monthly as may be expressly requested by Dex
prior to the occurrence of a Trigger Event pursuant to Section 5.2), its
audited and un-audited financial statements including statements of income,
statements of cash flow, balance sheets and any other similar statements
reflecting the financial condition of Aptas; (ii) written notice of any civil,
criminal, arbitral or administrative actions, suits, claims, proceedings or investigations
pending or, to the knowledge of Aptas, threatened, against Aptas, or any of its
affiliates or any of their respective assets or properties, collectively, “Actions” if any such Actions might
reasonably be judged have a material adverse effect of the financial condition
of Aptas such that the provision of the Services would be affected; (iii)
written notice upon the commencement of the preparation of any filing of a
petition on behalf of Aptas under any section or chapter of the United States Bankruptcy
Code, as amended from time to time, whether Aptas at the time of such
commencement intends to file such petition; and (iv) written notice of an
assignment for the benefit of creditors, or a petition or proceeding by or
against Aptas for the appointment of a trustee, receiver or liquidator of
Aptas, any of Aptas’ property or Aptas’ interest in the Agreement, or a
proceeding by Aptas, its shareholders or creditors, or any government authority
for the dissolution or liquidation of Aptas or Aptas’ anticipation thereof.


 

















 


12.3         Audit Rights.   During the Term, Aptas shall
and shall cause its subcontractors and suppliers to provide to Dex, and to
Dex’s representatives, access at reasonable times (but at least once each
calendar year on Dex’s request) to: (i) the part of any facilities at which
Aptas is providing the Services; (ii) Aptas’ personnel; and (iii) all data and
Aptas records relating to the Services for the purpose of performing audits and
inspections of Aptas and its performance, to verify the integrity of data owned
by Dex, to examine the systems that process, store, support and transmit that
data, to verify the adequacy and ensure continued maintenance of the security
and control measures that Aptas has implemented and, to examine Aptas’
performance of the Services. Aptas shall provide to such auditors, inspectors,
regulators, and representatives such assistance as they reasonably require.
Aptas and Dex shall meet to review each audit report promptly after the
issuance thereof and mutually agree upon the appropriate manner in which to
respond to the changes suggested by the audit report Aptas shall respond to,
and correct all issues identified in, audit reports in writing within thirty
(30) days from receipt of each report.


 


12.4         Rights in Event of
Bankruptcy. 
 All rights and licenses granted under or pursuant to this Agreement by
Aptas to Dex are, and shall otherwise be deemed to be, for purposes of Section
365(n) of the United States Bankruptcy Code, or replacement provision therefor
(the “Code”), licenses to rights
to “intellectual property” as defined in the Code. The parties agree that Dex,
as licensee of such rights under this Agreement, shall retain and may fully
exercise all of its rights and elections under the Code. The parties further
agree that, in the event of the commencement of bankruptcy proceedings by or
against Aptas under the Code, Dex shall be entitled to retain all of its rights
under the Agreement. In addition to the foregoing, Aptas agrees that in the event
of commencement of bankruptcy proceedings by or against Dex, Dex or its trustee
in bankruptcy shall be entitled to assume the licenses granted under or
pursuant to this Agreement by Aptas to Dex and shall be entitled to retain all
of Dex’s rights thereunder (and shall he entitled to assume this Agreement and
all of Dex’s rights hereunder).


 


12.5         Subcontractors.   Prior to entering into a
subcontract with any third party materially involved in the performance of the
Services, Aptas shall give Dex reasonable prior written notice specifying the
components of the Services affected, the scope of the proposed subcontract, and
the identity and qualifications of the proposed subcontractor, and Dex shall
have the right to approve proposed subcontractors, which approval shall not be
unreasonably withheld, Dex also shall have the right to revoke its prior
approval of a subcontractor and direct Aptas to replace such subcontractor as
soon as possible if the subcontractor’s performance is materially deficient or
there have been material misrepresentations to Dex by Aptas concerning the
subcontractor. Aptas shall ensure that Dex has all rights to information and
inspection, and related rights, as to subcontractors that Dex has as to Aptas.
Aptas shall be responsible for the performance of its subcontractors to the
same extent as Aptas is responsible for its own performance.


 


12.6        
Force Majeure, Suspension and Termination.


 


12.6.1      Force Majeure Event.   No party shall be liable
for any default or delay in the performance of its obligations under this
Agreement if and to the extent such default or delay is caused, directly or
indirectly, by fire, flood, earthquake, elements of nature or acts of God,


 

















 


wars,
riots, civil disorders, terrorist activities, civil insurrection, rebellions or
revolutions or any other similar cause beyond the reasonable control of such
party (each a “Force Majeure Event”),
except to the extent, that the non-performing party is at fault in failing to
prevent or causing such default or delay, and provided that such default or
delay can not, by commercially reasonable efforts of the non-performing party,
be circumvented by the non-performing party through the use of alternate
sources, workaround plans or other means. A strike, lockout or labor dispute
involving either party and its own personnel or a subcontractor shall not
excuse such party from its obligations hereunder. In addition, the refusal of
Aptas or its personnel to enter a facility that is the subject of a labor dispute
shall excuse Aptas from its obligations hereunder if and to the extent such
refusal is reasonable and consistent with the actions and practice of Dex
management. If the period of nonperformance exceeds sixty (60) days, the party
whose ability to perform has not been so affected may by giving written notice
to the other party terminate any portion or all of this Agreement.


 


12.6.2      Disaster Recovery and Contingency
Planning. 
 Upon the occurrence of a Force Majeure Event, Aptas shall, to the extent
it is not prevented from doing so by another Force Majeure Event, implement
promptly, as appropriate, its disaster recovery and contingency plan. The
occurrence of a Force Majeure Event shall not relieve Aptas of its obligation
to implement an appropriate disaster recovery and contingency plan, subject,
however, to the occurrence of another Force Majeure Event which prevents such
implementation.


 


12.7        
Representatives.


 


12.7.1      Aptas Contract Manager.   Aptas will appoint and
maintain during the term of this Agreement a representative (the “Aptas Contract Manager”) to servo as the
primary point of contact for Dex for performance of the Services and other
issues related to this Agreement.  Aptas shall notify Dex of any
replacements of the Aptas Contract Manager. The Aptas Contract Manager shall
devote such effort as may be required from time to time for the appropriate
performance of such responsibilities.


 


12.7.2      Dex Contract Manager.   Dex will appoint and
maintain during the term of this Agreement a representative (the “Dex Contract Manager”) to serve as primary
point of contact for Aptas for issues related to this Agreement. The Dex
Contract Manager shall devote such effort as may be required from time to time
for the appropriate performance of such responsibilities.


 


12.8         Applicable Law.   This agreement shall be
governed by the internal laws of the State of Colorado, without giving effect
to conflict of law principles, except that if the State of Colorado adopts any
version of the Uniform Computer Information Transaction Act drafted by the
National Conference of Commissioners on Uniform State Laws, that part of the
laws of the State of Colorado shall not apply to this transaction.


 


12.9         No Additional Expenses.   Dex shall not incur any
additional fees or expenses beyond those set forth in this Agreement unless
expressly agreed to in writing by Dex.


 

















 


12.10       Self Help.   Aptas agrees that in the
event of any dispute with Dex regarding an alleged breach or default of this
Agreement, Aptas shall not use any type of electronic means to prevent or
interfere with Dex’s use of Dex Data without first obtaining a valid court
order authorizing same. Dex shall be given proper notice and an opportunity to
be heard in connection with any request for such a court order. Aptas
understands that a breach of this provision could foreseeably cause substantial
harm to Dex and to numerous third parties having business relationships with
Dex. No limitation of liability, whether contractual or statutory, shall apply
to a breach of this paragraph.


 


12.11       Remedies Cumulative.   All remedies of either party
provided for in this Agreement shall be cumulative and in addition to and not
in lieu of any other remedies available to such party at law, in equity or
otherwise.


 


12.12       Further Assurances.   Each of Aptas and Dex shall
duly execute and deliver, or cause to be duly executed and delivered, at its
own cost and expense, such further instruments and documents and to take all such
action, in each case as may be necessary or proper to carry out the provisions
and purposes of this Agreement.


 


12.13       Severability.   In the event that any
provision of this Agreement conflicts with the law under which this Agreement
is to be construed or if any such provision is held invalid or unenforceable by
a court with jurisdiction over the parties, such provision shall be deemed to
be restated to reflect as nearly as possible the original intentions of the
parties in accordance with applicable law. The remaining provisions of this
Agreement shall not be affected thereby, and each such provision shall be valid
and enforceable to the fall extent permitted by law.


 


12.14       Deletion of Functions.   In the event that Aptas
deletes functions from the Materials and transfers or offers those functions in
other or new products (whether directly or indirectly or through an agreement
with a third party), the portion of those other or new products that contain
the functions in question, or the entire product, if the functions cannot be
separated out, shall be provided to Dex under the terms of this Agreement, at
no additional change to Dex.


 


12.15       Quiet Enjoyment.   To the extent of its rights
contemplated under this Agreement, Dex shall be entitled to use the Materials,
and any part thereof, without disturbance, subject only to its obligation to
abide by the terms and conditions of this Agreement and early termination of
this Agreement, other than by Aptas pursuant to Section 4.4, shall not affect
Dex’s right to quiet enjoyment and use of the Materials otherwise provided in
this Agreement.


 


12.16       Liens.   Aptas will not file, or by
its action or inaction permit, any mechanic’s or materialman’s liens to be
filed on or against property or realty of Dex.  In the event that any such
liens arise as a result of a Aptas’ actions or inactions, Aptas will remove
such liens at its sole cost and expense within ten (10) business days.


 


12.17       Access to Computer
Information. 
 If Aptas is given access, whether on-site or through remote facilities,
to any Dex computer or electronic data storage system, in order for Aptas to
perform any of its obligations hereunder, Aptas shall limit such access and use
solely to


 

















 


perform
its obligations within the scope of this Agreement and will not attempt to
access any computer system, electronic file, software or other electronic
services other than those specifically required to accomplish the work required
hereunder. Aptas shall limit such access to those of its Personnel expressly
requiring such access in connection with this Agreement, shall advise Dex in
writing of the name of each individual who will be granted such access, and
shall strictly follow all Dex security rules and procedures for use of Dex’s
electronic resources. All user identification numbers and passwords disclosed
to Aptas and any information obtained by Aptas as a result of Aptas’ access to,
and use of, Dex’s computer and electronic storage systems shall be deemed to
be, and shall be treated as, Dex Confidential Information. Aptas shall
cooperate with Dex in the investigation of any apparent unauthorized access by
Aptas to Dex’s computer or electronic data storage systems or unauthorized
release of Dex Confidential Information by Aptas or its Personnel.


 


12.18       Notices.   All notices required under
the terms and provisions hereof shall be in writing, by certified or registered
mail or by personal delivery. Any such notice shall become effective only upon
receipt at the following addresses by the designated persons, which, upon
written notice, may be changed from time to time:


 


If to Dex:


 


Dex Media, Inc.

198 Inverness Drive West

Englewood, Colorado 80112

Attention: Chief Operating Officer


 


with a copy to:


 


Dex Media, Inc.

198 Inverness Drive West

Englewood, Colorado 80112

Attention: General Counsel


 


If to Aptas:


 


Aptas, Inc.

Suite 600, 1899 Wynkoop

Denver, CO 80202

Attention: Vice President, Finance


 


12.19       Entire Agreement.   This Agreement, together
with all exhibits or other attachments attached hereto or referenced herein
(which are hereby incorporated herein by reference), constitutes the entire
agreement between the parties hereto and supersedes and preempts any prior
understandings, agreements, representations or statements of any kind, oral or
written, that may have related to the subject matter hereof in any way. Aptas
acknowledges and


 

















 


confirms
that neither Dex nor anyone acting on its behalf has made any statement,
promise or agreement, verbally or in writing, in conflict with the terms of
this Agreement or that in any way modifies, varies, alters, enlarges or
invalidates any of the provisions hereof and it is agreed that no obligations
of Dex shall be implied in addition to the obligations herein expressed. The
parties also understand, acknowledge and agree that unless otherwise specified
in a written instrument signed by an officer of each party no additional terms
or changes to these terms, even if such additional terms or changes contain
provisions to the contrary, shall be valid or binding on the parties.


 


12.20       Waiver.   No term or provision hereof
shall be deemed waived and no breach or default consented to unless such waiver
or consent shall be in writing and signed by the party claimed to have waived
or consented.


 


12.21       Assignment.   Neither party shall assign
or subcontract all or any part of this Agreement, or any interest therein,
without the other party’s prior written consent, which consent shall not be
unreasonably withheld, conditioned or delayed, except that Dex may, without
Aptas’ consent, assign this Agreement or any of its rights hereunder, in whole
or in part, to any current or future affiliate or subsidiary, or in connection
with the sale, consolidation or transfer of all or a substantial portion of its
assets or those of Dex, or any merger, reorganization or acquisition of Dex.
Upon the acceptance of such assignment and the assumption of the duties and
liabilities therefor by the assignee, the assignor shall be released and
discharged, to the extent of the assignment, from all further duties and
liabilities under this Agreement. Any attempted assignment that does not comply
with the terms of this Section shall be null and void.


 


12.22       Joint Work Product.   This Agreement is the joint
work product of representatives of the parties hereto; accordingly, in the
event of ambiguities, no inferences shall be drawn against either party,
including the party that drafted the Agreement in its final form.


 


12.23       Section Headings.   Section headings have been
included in this Agreement merely for convenience of reference. They are not to
be considered part of this Agreement, or to be used in the interpretation
hereof.


 


12.24       No Publicity.   Neither party shall have the
right to use the name or trademarks, whether registered or not, of the other
party in publicity releases or advertising or in any other manner, including
licensee lists, for any purpose whatsoever without the express written consent
of an officer of the other party.


 


12.25       Counterparts.   This Agreement may be
executed in counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.


 


12.26       Independent Contractor
Relationship. 
 Nothing contained herein shall be construed to imply a joint venture,
partnership or principal and agent relationship between the parties and Aptas
shall perform the Services hereunder as an independent contractor.


 

















 


12.27       Grant of
Warrants.   In consideration for Dex’s entering into this Agreement with Aptas,
Aptas shall grant to Dex as of the Effective Date, warrants (the “Warrants”) representing seven percent (7%)
of the total number of then outstanding shares of Aptas common stock, based upon
the following assumptions respecting outstanding shares of Aptas common stock,
reduced by an adjustment factor of twenty-five percent (25%): (i) all then
issued and outstanding Aptas common stock, (ii) the conversion of all then
outstanding shares of Aptas Series A1 preferred stock into common stock, (iii)
the conversion of all outstanding Aptas convertible promissory notes issued
prior to May 1, 2003 into common stock, and (iv) the exercise of all then
outstanding or authorized Aptas warrants and options with an exercise price
less than $5.00 per share to purchase Aptas Series A-l Preferred Stock (and
converted into common stock) and common stock. Such warrants shall be in
substantially the form previously issued by Aptas to its then outstanding
warrant holders and shall provide for vesting (with a four (4) year exercise
period thereafter) on the following schedule: (i) forty percent (40%) of such
shares shall vest as of the Effective Date (ii) thirty percent (30%) of such
shares upon the later of (X) completion of the Initial Cycle, and (Y)
attainment of one of a Trigger Event described in Section 5.2.1 through 5.2.4
above, and (iii) thirty percent (30%) of such shares (iii) upon the one year
anniversary of the completion of the Initial Cycle provided that at such time
this Agreement is substantially in force.


 


12.28       Reference and Business
Support.   Unless otherwise reasonably requested by Dex and agreed by the parties,
Dex shall serve as a reference for all prospective Aptas (or Aptas affiliate) customers
interested in purchasing services that the same or substantially similar to the
Services. In conjunction with the foregoing, Aptas shall provide notification
of prospective Aptas (or Aptas affiliate) customers to the Dex Contract Manager
(or designee), who shall serve as the contact point for such prospective Aptas
(or Aptas affiliate) customers and shall respond to all inquiries in a timely
manner. Aptas acknowledges and agrees that Dex may freely discuss all Aptas’
performance and Dex’s satisfaction with such performance with any such
prospective customers. Aptas shall reimburse Dex’s reasonable out of pocket
expenses associated with its activities undertaken pursuant to this Section
12.28.


 


[signature page follows]


 

















 


IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the Effective Date by their duly authorized
representatives.


 


 


	
  Dex
  Media, Inc.

  	
   

  	
  Aptas,
  Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ George Burnett

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
  George Burnett

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
  CEO

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
  6/27/2003

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the Effective Date by their duly authorized
representatives.


 


 


	
  Dex
  Media, Inc.

  	
   

  	
  Aptas,
  Inc.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Perry Evans

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  	
  Perry Evans

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  	
  CEO

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Date:

  	
   

  	
  June 27, 2003

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 



















[***]
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.


Execution Copy


 


Dex
– Aptas


 


Work
Order Number Two


 


to
the


 


Professional
Services


 


and
License Agreement


 


 


Dex Proprietary
Information


Work Order No. 2


 












 


Table
of Contents


 


	
  1.

  	
  DEFINITIONS

  	
  1

  
	
  2.

  	
  TERM

  	
  4

  
	
  3.

  	
  SERVICES

  	
  4

  
	
  4.

  	
  APTAS PERSONNEL AND
  SUBCONTRACTORS

  	
  6

  
	
  5.

  	
  THIRD PARTY SOFTWARE
  AND SERVICES

  	
  7

  
	
  6.

  	
  CHANGE CONTROL

  	
  8

  
	
  7.

  	
  PERFORMANCE STANDARDS

  	
  8

  
	
  8.

  	
  MANAGED THIRD PARTIES

  	
  9

  
	
  9.

  	
  REQUIRED CONSENTS

  	
  9

  
	
  10.

  	
  DEX RESPONSIBILITIES

  	
  9

  
	
  11.

  	
  CHARGES

  	
  10

  
	
  12.

  	
  SOFTWARE CURRENCY

  	
  14

  
	
  13.

  	
  WARRANTIES

  	
  14

  
	
  14.

  	
  INTELLECTUAL PROPERTY

  	
  15

  
	
  15.

  	
  DISPUTE RESOLUTION

  	
  16

  
	
  16.

  	
  TERMINATION

  	
  17

  
	
  17.

  	
  LIABILITY LIMITATIONS

  	
  17

  
	
  18.

  	
  REPORTS

  	
  17

  
	
  19.

  	
  BENCHMARKING REVIEWS

  	
  19

  
	
  20.

  	
  APPROVALS

  	
  20

  
	
  21.

  	
  CONSTRUCTION AND
  INTERPRETATION

  	
  20

  
	
  22.

  	
  GRANT OF WARRANTS

  	
  20

  



 


	
  APPENDIX
  1

  	
  DEX QA
  AND PRODUCTION ENVIRONMENTS

  
	
   

  	
   

  
	
  APPENDIX
  2

  	
  APTAS
  WHITE PAPER, DECEMBER, 2004 (“DESTINATION SEARCH: A NEW PARADIGM FOR THE
  FUTURE OF LOCAL SEARCH”)

  
	
   

  	
   

  
	
  APPENDIX
  3

  	
  CHANGE
  REQUEST FORM

  
	
   

  	
   

  
	
  APPENDIX
  4

  	
  LETTER
  OF INTENT RESPECTING WARRANTS

  
	
   

  	
   

  
	
  ATTACHMENT
  A

  	
  MAINTENANCE
  AND DEVELOPMENT SERVICES

  
	
   

  	
   

  
	
  ATTACHMENT
  B

  	
  DEVELOPMENT
  AND IMPLEMENTATION SERVICES (DODS RELEASE 1.0)

  
	
   

  	
   

  
	
  ATTACHMENT
  C

  	
  TRANSITION
  SERVICES AND TERMINATION FOR CONVENIENCE CHARGES

  
	
   

  	
   

  
	
  ATTACHMENT
  D

  	
  PERFORMANCE
  STANDARDS

  
	
   

  	
   

  
	
   

  	
  EXHIBIT
  1 PERFORMANCE STANDARDS MATRIX

  
	
   

  	
   

  
	
   

  	
  EXHIBIT
  2 APPROVED MEASUREMENT TOOLS AND METHODOLOGY

  



 


 


i












 


WORK
ORDER NUMBER TWO


 


This is Work Order Number Two (this “Work Order”), dated as of December 20, 2004
and it, together with its attachments and exhibits, is incorporated by
reference into that Professional Services and License Agreement by and between
Dex Media, Inc. (“Dex”) and Aptas,
Inc. (“Aptas”) dated June 27, 2003
(the “Agreement”). Except as
otherwise expressly limited in this Work Order:


 


•      in the case of capitalized terms defined in both this
Work Order and the Agreement, for purposes of this Work Order, such terms shall
have the meaning given in this Work Order; and


 


•      capitalized terms used but not defined in this Work
Order shall have the meanings given them in the Agreement.  


 


RECITALS


 


WHEREAS, as of the
effective date of this Work Order, Aptas is providing to Dex Services
consisting of data processing support and services described in Schedule A to the Agreement (the “Ad Knowledge Services”); 


 


WHEREAS, Dex desires to
obtain, and Aptas has the capability to provide, certain New Services
constituting website maintenance, enhancement and development services as
described in this Work Order, and in connection therewith to modify certain
provisions of the Agreement as applicable to the Ad Knowledge Services, all as
provided in this Work Order;


 


NOW, THEREFORE, for good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:


 


1.            
Definitions


 


 “Acceptance”
means the determination, in Dex’s reasonable discretion, and in accordance with
the Dex Standards or other criteria agreed to by the Parties, following
implementation, installation, testing and execution in the production environment
for an agreed upon number of business cycles that software, equipment, systems
and/or other contract Deliverables are in compliance in all material respects
with the Specifications.


 


 “Authorized Users” means Dex personnel or third parties
designated by Dex to access or use the Existing Website, DODS, or the Services.


 


“Available” means that full functionality of a
Service component is available for use by the Authorized Users and is not
degraded in any material respect.


 


[***]


1












 


“Change” means any change to the standards,
processes, controls, software, equipment, systems, operating environment or
Services.


 


“Code”
means computer programming code, including HTML, JSP, and Java Script.  If
not otherwise specified in this Work Order, Code means both object code and
source code.  Code shall include any modifications or enhancements to such
Code in existence from time to time.


 


“Content” means the text, graphics, data, video,
media, images, sound recordings and other information which is displayed on the
Existing Website or DODS.  


 


“Content Collection Strategy” has the meaning specified in Section 10.1 below.


 


“Deliverables”
means any Materials or Services procured or prepared by Aptas for Dex under
this Work Order.  Whether or not actually delivered to Dex, Deliverables
shall in all cases include all devices, programming, documentation, media and
other objects that embody Aptas’ work product as described in this Work
Order.  The term Deliverables shall also apply to all works of Aptas that
are subject to Dex’s ownership hereunder, to all copies of Aptas Materials and
third-party Materials that are licensed to Dex under this Work Order, and to
all Materials prepared in conjunction with or delivered to Dex pursuant to this
Work Order.


 


“Derivative Work”
means a work which is based upon one or more preexisting works, such as a
revision, enhancement, modification, translation, abridgement, condensation,
expansion, or any other form in which such preexisting works may be recast,
transformed, or adapted, and which, if prepared without authorization of the
owner of the copyright in such preexisting work, would constitute a copyright
infringement.  For purposes hereof, a Derivative Work shall also include
any compilation that incorporates such a preexisting work.


 


“Destination Search” means a web site and its underlying
software platform, ontology, and content that provides deep local business
information to consumers that extends the duration and frequency of a visit.  


 


“Development and
Implementation Services” means the functions and responsibilities to
be performed by Aptas as described in Attachment
B to this Work Order, including the development and
implementation of DODS (Release 1.0).  


 


“DexOnline Destination Search” or “DODS”
means the new web site Aptas will develop pursuant to Attachment B of this Work Order. 
The DODS will replace the Existing Website and, following such replacement and
any agreed to period of concurrency, will be located at www.DexOnline.com.


 


“Dex Production Environment” means the hardware (including system
software), network, security, database administration, monitoring and
performance equipment and services located in Dex’s production environment as
specified in Appendix 1
that Aptas acknowledges are sufficient to host the Deliverables provided
pursuant to this Work Order.


 


“Dex QA Environment” means the hardware (including system
software), network, security, database administration, monitoring and
performance equipment and services located in Dex’s quality assurance
environment as specified in Appendix 1
that Aptas acknowledges are sufficient to test the Deliverables provided
pursuant to this Work Order.


 


“Dex Standards” means Dex’s policies, processes,
procedures, controls, products, systems, architectures and standards (including
the Dex Project Life Cycle) as such may be modified by Dex from time to time,
including its policies, processes, procedures, controls, products, systems,
architectures and


 


2












 


standards related to information technology, website
management, data management, data transmission, data privacy, security and
technology. 


 


“Direct Dex Competitor” means the following entities engaged in
Internet yellow page publication or local search:  [***] are Direct Dex
Competitors. 


 


“Documentation”
means user manuals and all other written materials that relate to particular
Code or other Materials, including materials useful for design (for example,
logic manuals, flow charts, and principles of operation), and machine-readable
text or graphic files subject to display or print-out.  Documentation
shall include any modifications or enhancements to such Documentation in
existence from time to time.  Documentation relating to site design shall
also include: site map, wireframes, style guide, user flows, personas, use
cases, research reports and raw data files.  Without limiting the
foregoing, Documentation includes the DODS Functional Specifications and
Training Materials.


 


“DODS Functional Specifications” are those Specifications specified in Attachment B. 


 


“End User” means a person, including consumers, that
accesses (for personal or business reasons) the Existing Website, Beta, or DODS
via the Internet.


 


“Existing Website” means the Dex yellow pages website
maintained by Dex as of the effective date of this Work Order and located at
www.DexOnline.com, as such is modified and enhanced (including through Aptas’
performance of the Services).  The Existing Website will be replaced by
the DODS.


 


“Full Time
Equivalent” or “FTE” is
a level of effort (whether by one person or more than one person), excluding
vacation, holidays, training, administration and other non-productive time (but
including a reasonable amount of additional work outside normal business
hours), equivalent to that which would be provided by one person working full
time for one year.  Unless otherwise agreed, one dedicated FTE is assumed
to be at least 1,880 productive hours per year and one (1) individual’s total
work effort cannot amount to more than one FTE.


 


“In-Region” means Dex’s fourteen state franchise
area including: Arizona, Colorado, Idaho, Iowa, Minnesota, Montana, Nebraska,
New Mexico, North Dakota, Oregon, South Dakota, Utah, Washington and Wyoming,
as such area of operation by Dex may be modified from time to time.  


 


“Local Search” a search for a product or service that
is offered or available in the same localized geography as the End User
initiating the search. 


 


“Maintenance and
Enhancement Services” means the functions and responsibilities to be
performed by Aptas as described in Attachment
A to this Work Order.


 


“Materials”
means, collectively, software, literary works, other works of authorship,
specifications, designs, analyses, processes, methodologies, concepts,
inventions, know-how, programs, program listings, programming tools,
documentation, user materials, reports, drawings, databases, spreadsheets,
machine-readable texts and files, financial models and work product, whether
tangible or intangible.


 


“Organic Traffic
Queries” or “OTQ” means
initial successful searches performed by End Users of the Existing Website,
Beta, and DODS, where (i) such searches produce search results containing
In-Region advertisements or listings and [***].  Execution of “refine your
search” functionality will not be considered Organic Traffic Queries.


 


3












 


“Program Trouble
Report” or “PTR” means
a documented statement detailing site behavior inconsistent with applicable
Specifications.  


 


“Required Consents” means the consents (if any) required
from third parties in connection with Aptas’ provision of the Services,
including delivery of the DODS and performance of the Transition Services. 


 


“Search” means search technology, business rules
or software that can be invoked by an End User to search for items on the DODS.


 


“Specifications” means, with respect to software,
equipment, systems or other contract Deliverables to be designed, developed,
maintained, modified, enhanced, delivered, integrated, installed and/or tested
by Aptas, the technical, design and/or functional specifications set forth in
this Work Order, a New Services or project description requested and/or
approved by Dex or otherwise agreed upon in writing by the parties.


 


“Training
Material(s)” refers to a set of documentation (including visual
aids) adequate to provide appropriate information to Dex employees regarding
the operation and use of DODS.


 


2.            
Term.


 


This Work Order shall be effective from January 1,
2005 and shall extend to the end of the term of the Agreement (as extended in
the following sentence), unless earlier terminated in accordance with the
provisions of Section 4.1
of the Agreement is amended so that (i) the Initial Term of the Agreement will
expire on December 31, 2007, unless earlier terminated in accordance with the
provisions of the Agreement and (ii) the Agreement shall not renew
automatically, however, by giving notice to Aptas no less than sixty (60) days
prior to the expiration date of the Initial Term or any extension, Dex shall
have the right to extend the Initial Term for up to three (3) renewal periods
to be specified by Dex of up to one (1) year (each a “Renewal Term”) on the terms and conditions (including rates)
set forth or provided for in this Work Order and the Agreement.  


 


3.            
Services.


 


3.1          Current Services.  As of the effective date of this
Work Order, Aptas is providing and shall continue to provide to Dex the Ad
Knowledge Services specified in the Agreement, provided that (i) Dex may
specify the total number of In-Region Ads (display, in-column, awareness, etc.)
that Aptas shall process and (ii) the charges for such Services are specified
in Section 11 below. 


 


3.2          Additional Services. Aptas shall provide to Dex the
Maintenance and Enhancement Services and the Development and Implementation
Services, together with any additional services, functions and responsibilities
related thereto that Aptas has  committed
to perform throughout the Agreement, including this Work Order.  If any
services, functions or responsibilities not specifically described in this Work
Order are an inherent, necessary or customary part of the provision or
performance of the Services, they shall be deemed to be included within the
scope of the Services to be delivered or performed by Aptas, as if such
services, functions or responsibilities were specifically described herein,
unless such service, function or responsibility was expressly excluded or
reserved for performance by Dex.  All services to be provided by Aptas
under this Work Order constitute Services under the Agreement. 


 


3.3          Change in “In-Region”.  If, as a result of a Dex  internal investment expansion, merger, acquisition, strategic
partnership or other contractual business relationship, Dex materially


 


4












 


enlarges the In-Region area to include additional
geographies beyond the fourteen (14) In-Region states as of the date of this
Work Order or if Dex materially decreases the In-Region area, the parties shall
in good faith negotiate an appropriate adjustment(s), if any, to the charges
provided for under this Work Order.  If the parties are unable to agree
with respect to such adjustment(s), the following shall apply: (i) the Monthly
Services Charge shall be equitably adjusted to reflect the reasonable, actual
additional costs or savings  of
Aptas associated with performing the Services for the expanded or contracted
In-Region area (taking into account efficiencies, economies, savings and
resource utilization changes capable of being achieved in connection with such
changed In-Region area) plus ten percent (10%) of such costs or savings; and
(ii) the Upper Bounds and Annual Payment Bounds specified in Section 11 shall be increased or
decreased, as applicable, in proportion to the number of registered
small-to-medium size businesses attributable to such additional or diminished
geographies to the number of registered small-to-medium size businesses in the
In-Region area immediately prior to such expansion or contraction.  In the
event of an expansion of the In-Region area due to internal investment expansion,
no such additional charges shall be applicable prior to the date six (6) months
following the date of first publication by Dex in such new geography. 


 


3.4          Right to Propose for New
Services. From
time to time during the term of the Agreement, Dex may desire New Services that
are associated or related to the Services provided under this Work Order. 
In such event, then Aptas shall, except to the extent contrary to Dex policy,
practice or other commitment or incompatible with Dex’s business objectives and
timetable, be afforded the first right of negotiation to contract for the
performance such services in accordance with Section 1.3 of the Agreement.


 


3.5          Performance of Services
and Dex Standards. 
Aptas will provide the Services as necessary in order to satisfy the
Performance Standards, in accordance with the Dex Standards and standards set
forth in Section 1.4.2 and 1.5 of Attachment B, applicable Laws (in accordance with Section 6.3 of the Agreement), and as
directed by Dex from time to time.  Aptas shall work with Dex Program
Management in order to ensure that the Sarbanes-Oxley Act of 2002 compliance
standards are maintained and project controls are in place throughout the Term
of this Work Order.  Aptas will manage and perform the Services in a
tightly integrated manner (with appropriate consideration given at all times to
the impact of change to all Services described by this Work Order and in Attachments A and B).  Except as otherwise expressly
provided, Aptas acknowledges and agrees that Aptas has end-to-end
responsibility for the performance of the Services (including any and all
aspects of the manner in which the Services are delivered).


 


3.6          Aptas Support Resource
Pool.  The
Services shall be provided by Aptas personnel, comprising a resource pool (the
“Aptas Support Resource Pool”)
managed by Aptas.  Unless otherwise agreed by Dex, the Aptas Support
Resource Pool shall be comprised of diverse and capable FTE’s that are wholly
dedicated to performing the Services.  Aptas will provide an Aptas Support
Resource Pool adequate to deliver the Services. Following Acceptance of the
DODS, Aptas will maintain DODS as [***]. Without limiting the foregoing
obligation, following Acceptance of the DODS, Aptas will provide an annual
minimum of twenty-two (22) FTE’s applied to planning, research, development,
operation and management of Destination Search, and an annual Aptas Support
Resource Pool of up to eight (8) FTEs as directed by the Executive Steering
Committee (including three (3) of whom shall be available for performance of
Dex directed discretionary work). On a semi-annual basis, the Aptas Support
Resource Pool will be increased by a number of FTEs (for the ensuing 6 month
period) equal in value to twenty-five percent (25%) of the prior six (6) months
OTQ Charges.


 


5












 


3.7          Right to Reprioritize.  Dex may reprioritize the existing
work activities of the Aptas Support Resource Pool for the Existing Website and
DODS.  Unless otherwise agreed, Dex shall incur no additional charges for
the performance of such work activities by Aptas personnel then assigned to
Dex.  Aptas shall use commercially reasonable efforts to perform such work
activities without impacting the established schedule for other tasks or the
performance of the Services in accordance with the Performance Standards. 
If it is not possible to avoid such an impact, Aptas shall notify Dex of the
anticipated impact and obtain its consent prior to proceeding with such work
activities.  Dex, in its sole discretion, may forego or delay such work
activities or temporarily adjust the work to be performed by Aptas, the
schedules associated there with or the Performance Standards to permit the
performance by Aptas of such reprioritized work activities. 


 


3.8          New Services.  For the purposes of this Work
Order, “New Services” means
services meeting the definition of New Services in Section 1.3 of the Agreement that
cannot be performed by Aptas personnel then providing the Services to Dex,
without approval by Dex.  Upon Dex’s request for any New Services, Aptas
shall perform its obligations as specified in Section 1.3 of the Agreement.


 


3.9          Required Resources.  Except as otherwise provided in
this Work Order, Aptas shall be responsible for providing the facilities,
personnel, equipment, software, technical knowledge, expertise and other
resources necessary to provide the Services.


 


4.            
Aptas Personnel and Subcontractors.


 


4.1          Aptas Personnel.  Aptas shall ensure that the all personnel
providing the Services possess the training and experience, competence and
skill to perform the Services in a skilled, professional manner.  In the
event that Dex determines in good faith that the continued assignment of any
individual personnel to the performance of Services is not in the best
interests of Dex, then Dex may give Aptas notice to that effect requesting that
such personnel be replaced.  Aptas shall have ten (10) business days
following Dex’s request for removal of such personnel in which to investigate
the matters forming the basis of such request, correct any deficient
performance and provide Dex with assurances that such deficient performance
shall not recur (provided that, if requested to do so by Dex for actual or
suspected violations of Dex rules, Dex may immediately remove or cause to be
removed the individual in question from all Dex facilities pending completion
of Aptas’ investigation and discussions with Dex).  If, following such ten
(10) business day period, Dex is not reasonably satisfied with the results of
Aptas’ efforts to correct the deficient performance and/or to ensure its
non-recurrence, Aptas shall, as soon as possible, remove and replace such
personnel with an individual of suitable ability and qualifications, without
cost to Dex.  Nothing in this provision shall operate or be construed to
limit Aptas’ responsibility for the acts or omission of the personnel
performing the Services, or be construed to create joint employment by Dex.


 


4.2          Aptas Management.  Aptas shall implement and maintain a retention
strategy designed to retain Aptas’ Chief Executive Officer, Chief Marketing and
Product Officer, and Senior Vice President of Technology during the Initial
Term.  Aptas shall also maintain active succession plans for each such
management position. 


 


4.3          Subcontractors.  For the purposes of this Work
Order, Section 12.5 of the
Agreement is amended as follows: 


 


Aptas will not subcontract or delegate any of its
responsibilities under this Agreement without Dex’s prior written
approval.  Prior to entering into a subcontract with a third party


 


6












 


for the Services, Aptas will (i) notify Dex of the
components of the Services affected, the scope of the proposed subcontract, the
identity and qualifications of the proposed subcontractor, and the reasons for
subcontracting the work in question; and (ii) obtain Dex’s prior written
approval of such subcontractor.  Unless otherwise agreed, Aptas will be
responsible for any failure by any subcontractor or other Aptas personnel to
perform in accordance with this Agreement or to comply with any duties or
obligations imposed on Aptas under this Agreement.  Aptas will be Dex’s
sole point of contact regarding the Services, including with respect to
payment.  Without limiting the foregoing, Dex shall have the right to
require the removal of any subcontractor or subcontractor personnel from the
performance of Services in a manner consistent with the removal of any
personnel providing Services pursuant to Section
4.1 above.


 


5.            
Third Party Software and Services.


 


5.1          Financial Responsibility. Each party shall be responsible for any
third party fees or expenses on or after the effective date of this Work Order
associated with the provision of the Services described in this Work Order with
respect to software and related or other third party contracts for which a
party is designated as financially responsible under Section 11.8 below.  Each party
shall be responsible for any third party fees or expenses on or after the
effective date of this Work Order associated with new, substitute or
replacement software or third party contracts (including upgrades,
enhancements, new versions or new releases of such software) for which such
party is designated as financially responsible under Section 11.8 below.  


 


5.2          Operational
Responsibility. 
With respect to software and related or other third party contracts for which
Aptas is designated as financially or operationally responsible under Section 11.8 below, except as otherwise
expressly provided, Aptas shall be responsible for (i) the evaluation,
procurement, testing, installation, rollout, use, support, management,
administration, operation and maintenance of such software and third party
contracts; (ii) the compliance with and performance of all operational,
administrative and contractual obligations specified in any associated licenses
and contracts; and (iii) the payment of any fees, penalties, charges, interest
or other expenses due and owing under any associated software licenses and
third party contracts that are incurred, caused by or result from Aptas’
failure to comply with or perform its obligations under this Section 5.2 (except to the extent that
such failure directly results from the acts or omissions of Dex in
contravention of its obligations under this Agreement).


 


5.3          Rights Upon
Expiration/Termination.  With respect to all third party software
and related or other third party contracts for which Aptas is financially
responsible under Section 11.8,
Aptas shall use commercially reasonable efforts to (i) obtain for Dex (or its
designee) the license, sublicense, assignment and other rights specified or
referenced in Section 14,
(ii) ensure that such license, sublicense, assignment and other rights are at
least broad enough to permit Dex (or its designee) to continue use of such
third party software and third party contracts as contemplated hereunder; (iii)
ensure that the granting of such license, sublicense, assignment and other rights
is not subject to subsequent third party approval or the payment by Dex (or its
designee) of license or transfer fees (other than regular periodic license fees
for periods after the date of transfer), (iv) ensure that the terms, conditions
and prices applicable to Dex (or its designee) following expiration or
termination are no less favorable than those otherwise applicable to Aptas, and
at least sufficient for the continued use of such third party software and
third party contracts as contemplated hereunder, and (v) ensure that neither
the expiration/termination of this Agreement nor the assignment of the license
or contract will trigger less favorable terms, conditions or pricing.  If
Aptas is unable to obtain any such rights and assurances, it shall notify Dex
in advance and shall not use such software or third party contracts without


 


7












 


Dex’s approval (and absent such approval, Aptas’ use
of any such software or third party contract shall obligate Aptas to procure,
at no additional cost to Dex, the license, sublicense, assignment and other
rights described above for Dex (or its designee) upon expiration or
termination).  If Dex consents to Aptas’ use of specific third party
software or third party contracts under these circumstances, such consent will
be deemed to be conditioned on Aptas’ commitment to use commercially reasonable
efforts to cause such third party to agree at expiration or termination of this
Agreement or the completion of Termination Assistance Services to permit Dex
(or its designee) to assume prospectively the software license or contract in
question or to enter into a new license or contract with Dex (or its designee)
on substantially the same terms and conditions, including price.  For the
avoidance of doubt, inclusion of third party software or contracts in Section 11.8 does not constitute Dex’s
consent as contemplated in this Section
5.3.  The parties acknowledge that as of the date of this
Work Order, Aptas has not obtained the foregoing rights for Dex with respect to
FAST and the mapping software and the parties agree that Aptas and Dex shall
work together to obtain rights and assurances reasonably acceptable to Dex with
respect to FAST and the mapping software by not later than the second quarter
of 2005.  In the event, by the end of the second quarter of 2005, (i) the
parties are not able to obtained such rights and assurances with respect to
FAST and the mapping software, or (ii) with respect to the FAST software, Aptas
is unable to procure substitute software with such rights and assurances that
is functionally equivalent to FAST and reasonably acceptable to Dex, Dex shall
have the right to terminate this Agreement upon notice to Dex without payment
of termination charges. 


 


6.            
Change Control.  


 


6.1          The parties shall evaluate, schedule and
implement all Changes in accordance with Change controls procedures developed
by the parties and included in a policy and procedures manual.  Such
Change control procedures will be subject to Dex’s reasonable approval and
will, at a minimum, include the requirements specified in this Section 6. 


 


6.2          A party may request a Change by
submitting a request to the Program Management Committee that is substantially
in the form specified in Appendix 3
to this Work Order (a “Change Request”). 



 


6.3          The Program Management Committee shall
evaluate all Change Requests, and Aptas shall schedule and implement approved
Changes, in accordance with the Change processes and procedures designated by
Dex.  All Changes must be approved in writing by the Dex Program Manager,
provided that the parties may agree in advance in writing that certain Changes
may be implemented without written approval.  Aptas shall track all Change
Requests, provide impact and cost/benefit analyses, and perform such other
activities and functions as reasonably requested by Dex to determine the
feasibility and desirability of a Change Request.


 


6.4          If the Change constitutes a New Service,
Aptas shall provide a proposal and obtain approval for such Change in
accordance with Section 1.3 of
the Agreement, provided that Aptas shall use commercially reasonable efforts to
deliver a proposal within five (5) business days of Aptas’ receipt of the
Change Request.  


 


7.            
Performance Standards.  


 


Aptas shall perform the Services in a manner that
meets the specified Performance Standards specified or provided for in
Attachment D (the “Performance Standards”). 
Aptas recognizes that Dex is paying Aptas to deliver the Services (including
delivery of the DODS and other Deliverables) in a manner conforming to such
Performance Standards.  If Aptas fails to perform so


 


8












 


as to meet such Performance Standards, then, in
addition to other remedies available to Dex, Aptas shall pay or credit to Dex
the performance credits specified in Attachment
D (“Performance Credits”)
in recognition of the diminished value of the Services resulting from Aptas’
failure to meet the agreed upon level of performance, and not as a
penalty.  Under no circumstances shall the imposition of Performance
Credits be construed as Dex’s sole or exclusive remedy for any failure to meet
Performance Standards, however, if Dex recovers monetary damages from Aptas as
a result of Aptas’ failure to meet a Performance Standard, Aptas shall be
entitled to set-off against such damages any Performance Credits paid for the
failure giving rise to such recovery. 


 


8.            
Managed Third Parties.    


 


With respect to third parties identified in Section 11.8 below as “Managed Third
Parties,” and any substitute(s) or replacement(s) therefore (each a “Managed Third Party”), Aptas shall perform
the following activities with respect to the management and administration of
the contracts between Dex and such Managed Third Parties: 


 


•      manage the Managed Third Parties, including monitoring
operational day-to-day service delivery, monitoring performance, escalating
problems for resolution, and maintaining technical support relationships;


 


•      as requested by Dex, work with Dex to manage new and
existing contractual relationships between Dex and Managed Third Parties; and


 


•      oversee the Managed Third Parties’ delivery of
services and compliance with any performance standards contained in Dex’s
contract(s) with the Managed Third Parties.


 


9.            
Required Consents.


 


Except to the extent Dex is financially responsible
for software or services specified in Section
11.8 below, Aptas shall be financially and administratively
responsible for obtaining all Required Consents.  Dex will reasonably
cooperate with Aptas in obtaining the Required Consents.


 


10.         
Dex Responsibilities.  


 


10.1        Content Strategy.  The parties shall develop a
comprehensive In-Region data aggregation strategy that will include Content
inclusion, tele-research, web crawling, self-serve, computational and third
party sources (the “Content Collection
Strategy”), together with other activities which may be the subject
of a separate work order (whether or not constituting New Services).  The
Content Collection Strategy will (i) identify potential sources that support
web site initiatives, further performance of metrics, ROI analysis, integration
plans, and development of business rules for incorporation and usage and (ii)
provide, among other things and in all events, that (i) the use, nature, type,
design, modification, display, placement, and removal of all content is subject
to Dex’s sole approval, and (ii) Aptas will obtain Dex’s approval prior taking
any action that is inconsistent with the Content Collection Strategy.  Dex
shall have primary responsibility for the development, collection and
aggregation of content, provided that Aptas will support Dex as reasonably
directed by Dex.


 


10.2        Listings.  Dex shall aggregate listing information
(business, residential, government, and 800 numbers) from multiple sources for
In-Region, out-of-region and pocket locations normalize listing addresses and
provide such listings to Aptas.  Dex shall be responsible for the
accuracy, availability and completeness of listings information.  Dex and
Aptas will


 


9












 


mutually agree upon an acceptable data interface
description and file transfer format for the listing information.


 


10.3        Ad Content.  Dex shall procure, aggregate and
deliver In-Region ad content for the Existing Website and DODS, provided that
Aptas shall provide content through the methods described in Attachment A, in addition to Ad
Knowledge Services and other specifications of the Content Collection Strategy.



 


10.4        External Data Sources.  Dex shall procure, aggregate,
deliver and manage In-Region external data sources used in connection with the
Existing Website and DODS within the specifications of the Content
Collection Strategy.


 


10.5        Data Integration.  Dex shall match and geo-code
listing data, ad data and other content as specified in the Content Collection
Strategy.  The matching of data will be performed according to the Dex
Standards.  Aptas shall eliminate duplicate data elements under the
direction and approval of Dex.  Aptas shall augment the
geo-coding values in specific instances where correct map location and
display is affected.  Augmentation will be achieved through an internal
Aptas tool that will allow for the insertion and storage of merchant data or
Dex provided latitude/longitude.  


 


10.6        QA and Production
Environments. 
Dex shall be financially and operationally responsible for maintaining the Dex
QA Environment and the Dex Production Environment, provided that Aptas shall
consult with Dex regarding capacity planning and performance
optimization.  Within forty-five (45) days of the effective date of this
Work Order, the parties shall use commercially reasonable efforts to agree upon
a complete list of specifications for the Dex QA Environment and the Dex
Production Environment.  Upon agreement of such specifications, (i) the
parties shall amend Appendix One to include such specifications and (ii) Aptas
acknowledges that the Dex QA and Production Environments will be adequate to
test and host the environment and otherwise permit Dex to receive the full
benefit of the Services.  If the cost to Dex of acquiring and implementing
the Dex QA Environment and the Dex Production Environment will exceed $2.1MM or
the requirements therefor are not consistent with the overall technical
architecture adopted by Dex and the technical requirements specified in Section 1.7.1 of Attachment B, Dex may terminate this
work order without payment of termination charges.


 


11.         
Charges.  


 


11.1        Transition Fee.   On the effective date of
this Work Order, Aptas shall invoice Dex for a one-time 2004 transition
services fee in the amount of [***].


 


11.2        Monthly Service Charge.  The “Monthly Services Charge” each contract month is set forth below,
and is the charge to Dex for Aptas’ provision of the Services under this Work
Order and the Ad Knowledge Services.  Aptas
shall invoice Dex by method of Dex’s choice on a monthly basis for Monthly
Services Charges.  The Monthly Services Charge (subject to any OTQ Charge
applicable pursuant to Section 11.3
below) shall fully compensate Aptas for providing the Services (including the
Ad Knowledge Services, but excluding other charges for New Services which may
be agreed upon by the parties from time to time after the effective date of
this Work Order), and there are no separate or additional charges for such
Services and Dex shall not pay any charges for such Services in addition to
those set forth in this Work Order.  For the avoidance of doubt, the parties
acknowledge that charges provided for in this Work Order supersede entirely the
charges provided in Schedule C
to the Agreement from and after the effective date of this Agreement.


 


10












 


The Monthly Service Charge shall be as follows:


 


[***]


 


[***]


 


For purposes of the foregoing, “Beta Launch” shall be
the date that Dex Accepts the Beta.


 


11.3        OTQ Adjustment. Commencing with the  second invoice for the Monthly Service
Charge delivered to Dex in accordance with Section
11.2, Aptas shall designate therein the number of Organic
Traffic Queries at the Existing Website, the Beta DODS or the DODS, as
applicable, for the previous month.  Subject to the applicable Annual
Payment Bound in Section 11.4,
if the aggregate number of OTQ’s for any such month is greater than the Upper
Bound of OTQ’s specified in the table below for the applicable calendar year,
as may be adjusted below (the “Upper Bound”),
Aptas shall include in such invoice a charge in an amount equal to eight cents
($0.08) multiplied by the number of OTQ’s in such month over the Upper Bound
(any such charge, an “OTQ Charge”). 
Any OTQ Charge shall be payable with the charges otherwise payable by Dex for
such month.  If the number of OTQ’s for any month is below the Upper
Bound, Aptas shall make no adjustment to the portion of the Monthly Service
Charge invoiced for the then current month.


 


	
  Contract

  Year

  	
   

  	
  2005

  	
   

  	
  2006

  	
   

  	
  2007

  	
   

  	
  2008

  	
   

  	
  2009

  	
   

  	
  2010

  	
   

  
	
  Upper Bound

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  



 


Notwithstanding the foregoing, the Upper Bound numbers
set forth in the table above shall be subject to adjustment as follows:


 


•      Promptly following the conclusion of the second
calendar month after the execution of this Work Order, the parties will
calculate the average OTQs to the Existing Website over the preceding four (4)
calendar months (the “Baseline OTQ”). 



 


•      If the Baseline OTQ is greater than [***], all Upper
Bounds in the table above shall be increased by the percentage by which the
Baseline OTQ exceeds [***].


 


•      If the Baseline OTQ is less than [***], all Upper
Bounds in the table above shall be decreased by the percentage by which the
Baseline OTQ is less than [***].


 


The calculation of Baseline OTQ and all measurements
of OTQ for any applicable period for purposes of this Work Order shall be made
using consistent site reporting and tracking metrics and capability as selected
by Dex in connection with the Existing Website, the Beta DODS or the DODS, as
applicable.  The parties acknowledge and agree that as of the date of
execution of this Work Order, such metrics and capability are provided through
Omniture.


 


In the event of any change in the site reporting and
tracking metrics and/or capability used by Dex in connection with the Existing
Website, the Beta DODS or the DODS, as applicable, including the replacement of
Omniture or the practices, methodologies or tools of Omniture, the parties will
make appropriate adjustment in the OTQ calculation to assure continuity and
consistency in the calculation and reporting of OTQ’s for purposes of
determining any applicable OTQ Charges.   


 


11












 


11.4        Annual Payment Bound.  If the aggregate of Monthly
Service Charges for any contract year, including any OTQ Adjustment, to Dex
under this Work Order equals the Annual Payment Bounds specified for such year
in the following table, the OTQ Charges for the remainder of such contract year
shall be reduced to [***] for every OTQ achieved thereafter:


 


	
  Contract

  Year

  	
   

  	
  2005

  	
   

  	
  2006

  	
   

  	
  2007

  	
   

  	
  2008

  	
   

  	
  2009

  	
   

  	
  2010

  	
   

  
	
  Annual Payment Bounds

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  



 


11.5        Right to Withhold for
Failure to Deliver Deliverable.  Notwithstanding the provisions of Section 3.2 (Payment Terms) of the
Agreement and subject to Section 2.4
(Dex Performance Obligations and Savings Clause) of the Agreement, in the event
a Deliverable is scheduled for delivery in any month (including Development and
Implementation Milestones pursuant to Attachment
B) and Aptas fails to deliver such Deliverable by the end of
such month, the Monthly Service Charge payment for such month shall not be due
until such Deliverable is delivered.  Thus, for example, if a Development
and Implementation Milestone is designated for delivery on March 1, 2005 but
not completed until April 30, 2005, Dex’s obligation to pay the Monthly Service
Charge payment for March 2005 shall be delayed until such Development and
Implementation Milestone completion date. 


 


11.6        Partial Termination.  In the event that Dex terminates
the Agreement in part, the charges payable to Aptas shall be equitably reduced
to reflect such terminated Services.


 


11.7        Charges for New Services.    For purposes of
establishing charges for any New Services pursuant to Section 1.3 of the Agreement, the rates
set forth below shall be applicable, unless otherwise expressly agreed by the
parties.   After the first
contract year, Aptas may adjust the rates set forth below, provided that such
adjustment will not exceed the lesser of three percent (3%) or the annual
change in the monthly index published by the United States Department of Labor,
Bureau of Labor Statistics, Consumer Price Index for all Urban Consumers
(CPI-U) Denver, Colorado – All Items in effect at that time.


 


	
  Title/Level

  	
   

  	
  Description

  	
   

  	
  Current
  Personnel

  	
   

  	
  Rate

  
	
  Ontology Staff

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  [***]

  
	
  Engineers / Ontology
  Managers / Marketing Managers

  	
   

  	
   

  	
   

  	
  Ferguson, Eger,
  Bottstein / Weiss / Seideman

  	
   

  	
  [***]

  
	
  Senior Engineering
  Managers / Engineering Architects / Senior Marketing Managers

  	
   

  	
   

  	
   

  	
  Dalton, TBD, Cecil /
  Telingator, Mosher, / Schwartz, Bauer

  	
   

  	
  [***]

  
	
  Senior Vice Presidents
  and

  C Level Executives

  	
   

  	
   

  	
   

  	
  Perry Evans, Jeanette
  McClennan, Susan Dalton

  	
   

  	
  [***]

  

  (no charge for management/administration)

  



 


12












 


11.8        Financial Responsibility
Matrix.  The
following matrix sets forth the financial responsibility of the parties with
respect to certain software and services related to the Services and the
Existing Website and DODS:


 


Financial
Responsibility: Third Party Software/Services


 


	
   

  	
   

  	
  Existing
  Website

  	
   

  	
  DODS

  	
   

  
	
  Description

  	
   

  	
  Responsibility

  	
   

  	
  Provider

  	
   

  	
  Responsibility

  	
   

  	
  Provider

  	
   

  
	
  Core
  Search Capability. Front-end search and browse functionality for data sets.

  	
   

  	
  Dex

  	
   

  	
  i411^

  	
   

  	
  Aptas

  	
   

  	
  FAST

  	
   

  
	
  Local
  Customization of Search Capability. Additional search logic layer customizing the Core
  Search Capability for IYP, local search, and paid advertising.

  	
   

  	
  Dex

  	
   

  	
  i411^

  	
   

  	
  Aptas

  	
   

  	
  Aptas

  	
   

  
	
  Mapping.
  Map, driving
  direction and location search functionality.

  	
   

  	
  Dex

  	
   

  	
  MapQuest #

  	
   

  	
  Aptas

  	
   

  	
  TBD*

  	
   

  
	
  Site
  Reporting and Metrics. [***] website
  metrics (e.g., commerce reports, access paths, segmentation
  tracking/reporting).

  	
   

  	
  Dex

  	
   

  	
  Omniture #

  	
   

  	
  Dex

  	
   

  	
  TBD*

  	
   

  
	
  Banner
  Ads.

  	
   

  	
  Dex

  	
   

  	
  Adjuggler***

  	
   

  	
  Dex

  	
   

  	
  Adjuggler***

  	
   

  
	
  Content
  Aggregation. Collection,
  aggregation, and delivery of data from multiple sources; conversion of data
  into logical format.

  	
   

  	
  Dex

  	
   

  	
  Qwest, InfoUSA

  	
   

  	
  Dex

  	
   

  	
  TBD***

  	
   

  
	
  Ad
  knowledge Services. Ad Data extraction.

  	
   

  	
  Aptas

  	
   

  	
  Aptas

  	
   

  	
  Aptas

  	
   

  	
  Aptas**

  	
   

  
	
  Project
  Management. Web
  accessible scheduling, status, reports, problems, etc.

  	
   

  	
  Dex

  	
   

  	
  TBD

  	
   

  	
  Dex

  	
   

  	
  TBD

  	
   

  
	
  Issue
  Tracking. Tracks
  project, maintenance and enhancement requests.

  	
   

  	
  Dex

  	
   

  	
  TBD

  	
   

  	
  Dex

  	
   

  	
  TBD

  	
   

  
	
  Testing
  and Site Performance Programs.

  	
   

  	
  Dex

  	
   

  	
  Mercury Suite
  including Topaz, Load Runner, Test Director, etc.)

  	
   

  	
  Dex

  	
   

  	
  TBD***

  	
   

  
	
  Maintaining
  and Purchasing Dex URLs.

  	
   

  	
  Dex

  	
   

  	
  TBD

  	
   

  	
  Dex

  	
   

  	
  TBD

  	
   

  
	
  Site
  Usage Research. Research
  tools used to assess the end user usage, satisfaction, interest, and behavior
  on the production site.

  	
   

  	
  Dex

  	
   

  	
  ForeSee Results,
  Burke, Magid***

  	
   

  	
  Dex

  	
   

  	
  ForeSee Results,
  Burke, Magid***

  	
   

  



 


13












 


	
   

  	
   

  	
  Existing
  Website

  	
   

  	
  DODS

  	
   

  
	
  Description

  	
   

  	
  Responsibility

  	
   

  	
  Provider

  	
   

  	
  Responsibility

  	
   

  	
  Provider

  	
   

  
	
  UI
  testing/ research and Site Usage research. Testing or research to identify or improve UI design
  and functionality.

  	
   

  	
  Aptas

  	
   

  	
  TBD

  	
   

  	
  Aptas

  	
   

  	
  TBD

  	
   

  
	
  Third
  Party Audit o Log Files.

  	
   

  	
  Dex

  	
   

  	
  I/PRO

  	
   

  	
  Dex

  	
   

  	
  I/PRO

  	
   

  
	
  External
  security audit expertise.

  	
   

  	
  Dex

  	
   

  	
  Applied Trust or
  TBD

  	
   

  	
  Dex

  	
   

  	
  Applied Trust or
  TBD

  	
   

  
	
  Oracle

  	
   

  	
  Dex

  	
   

  	
  Oracle #

  	
   

  	
  Dex

  	
   

  	
  Oracle #

  	
   

  
	
  Orion

  	
   

  	
  Dex

  	
   

  	
  Ironflare #

  	
   

  	
  Dex

  	
   

  	
  Ironflare #

  	
   

  
	
  Sitemesh

  	
   

  	
  Dex

  	
   

  	
  Open Source #

  	
   

  	
  Dex

  	
   

  	
  Open Source #

  	
   

  
	
  Clickstream

  	
   

  	
  Dex

  	
   

  	
  Open Source #

  	
   

  	
  Dex

  	
   

  	
  Open Source #

  	
   

  
	
  AOP
  Alliance

  	
   

  	
  Dex

  	
   

  	
  Open Source #

  	
   

  	
  Dex

  	
   

  	
  Open Source #

  	
   

  
	
  Spring

  	
   

  	
  Dex

  	
   

  	
  Open Source #

  	
   

  	
  Dex

  	
   

  	
  Open Source #

  	
   

  
	
  Hibernate

  	
   

  	
  Dex

  	
   

  	
  Open Source #

  	
   

  	
  Dex

  	
   

  	
  Open Source #

  	
   

  
	
  Struts

  	
   

  	
  Dex

  	
   

  	
  Open Source #

  	
   

  	
  Dex

  	
   

  	
  Open Source #

  	
   

  
	
  Jakarta
  Commons

  	
   

  	
  Dex

  	
   

  	
  Open Source #

  	
   

  	
  Dex

  	
   

  	
  Open Source #

  	
   

  
	
  Dom4j

  	
   

  	
  Dex

  	
   

  	
  Open Source #

  	
   

  	
  Dex

  	
   

  	
  Open Source #

  	
   

  
	
  Jdom

  	
   

  	
  Dex

  	
   

  	
  Open Source #

  	
   

  	
  Dex

  	
   

  	
  Open Source #

  	
   

  
	
  Tomcat

  	
   

  	
  Dex

  	
   

  	
  Open Source #

  	
   

  	
  Dex

  	
   

  	
  Open Source #

  	
   

  
	
  Postgres

  	
   

  	
  Dex

  	
   

  	
  Open Source #

  	
   

  	
  Dex

  	
   

  	
  Open Source #

  	
   

  
	
  Log4j

  	
   

  	
  Dex

  	
   

  	
  Open Source #

  	
   

  	
  Dex

  	
   

  	
  Open Source #

  	
   

  







Notes:


 


*Third party will be proposed by Aptas, subject
to Dex approval.


 


**Although a party to this Work Order, Aptas may
propose third party software/service provider for listed function, subject to
Dex approval.


 


***Dex may choose provider in its sole discretion.


 


^ -  Designates Managed Third Party.


 


# - Designates Third Party Software for which Aptas
has operational (but not financial) responsibility.


 


Open source code is listed for informational purposes
only.  Aptas is responsible for obtaining the require license rights to
use the listed product, provided that Dex shall reasonably assist Aptas in
obtaining such rights.


 


12.         
Software Currency.


 


Aptas shall maintain reasonable currency for software
for which it is financially or operationally as designated in

Section 11.8. For purposes
of this Section 12, “reasonable currency” means that, unless
otherwise directed by Dex, (i) Aptas shall maintain software within one major
release of the then current major release, and (ii) Aptas shall install minor
releases promptly or, if earlier, as requested by Dex.


 


13.         
Warranties. 


 


13.1        Aptas represents, warrants and covenants that any
Deliverable will perform in conformance with the Deliverables Specifications
and the applicable Documentation and will provide the functions and features
and operate in all material respects in the manner described therein.


 


13.2        For the purposes of this Work Order, each reference to
“Materials” in Article 6 of the Agreement is amended
to read “Deliverables.”


 


14












 


14.         
Intellectual Property.    


 


14.1        Dex Owned Materials.  Dex shall be the sole and
exclusive owner of all Materials (i) owned by Dex prior to the effective date
of this Work Order, or (ii) conceived by Dex or developed by or on behalf of
Dex (other than by Aptas), including all enhancements and Derivative Works of
such materials (including those enhancements and Derivative Works developed
through the performance of the Services), including United States and foreign
intellectual property rights in such Materials (collectively, “Dex Owned Materials”).  For the
avoidance of doubt, Dex Owned Materials do not include any Aptas Owned
Materials.  Dex hereby grants Aptas a non-exclusive, non-transferable,
royalty-free right and license during the Term (and thereafter during the
performance of any Transition Services) to access, use, execute, reproduce,
display, perform, modify, distribute and create Derivative Works of the Dex
Owned Materials to the limited extent required and for the express and limited
purpose of providing the Services, including maintenance and development
activities associated with the Existing Website and the DODS.  THE DEX
OWNED MATERIALS ARE PROVIDED TO APTAS ON AN AS-IS, WHERE-IS BASIS AND DEX
EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS
TO SUCH MATERIALS, OR THE CONDITION OR SUITABILITY OF SUCH MATERIALS FOR USE BY
DEX, INCLUDING WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE.


 


14.2        Aptas Owned Materials.  Aptas shall be the sole and
exclusive owner of all Materials owned by Aptas prior to the effective date of
this Work Order including all enhancements and Derivative Works of such
Materials, including United States and foreign intellectual property rights in
such Materials (“Aptas Owned Materials”). 
For the avoidance of doubt, Aptas Owned Materials do not include any Dex Owned
Materials. As of the effective date of this Work Order, Aptas will use only the
following Aptas Owned Materials to provide the Services: Webb Interactive
product plans, Nextron product plans, Aptas product plans, the Pilot and Beta
product plans and the proprietary Aptas platform that will serve as the
foundation for the DODS.  Aptas hereby grants Dex and its third party
contractors a non-exclusive, non-transferable, royalty-free right and license
during the Term (and thereafter during the performance of any Transition
Services) to access, use, execute, reproduce, display, perform, modify, publish
and create Derivative Works of the Aptas Owned Materials for the sole purpose
of performing or receiving the full benefit of the Services provided by Aptas,
for Dex’s intended business purposes related to the use and operation of the
Existing Website and the DODS.


 


14.3        New Developments.  Deliverables not otherwise
constituting Dex Owned Materials, Aptas Owned Materials, or any third party
Materials (“New Developments”)
shall be jointly owned by Dex and Aptas including all United States and foreign
patent, copyright and other intellectual property rights in such
Deliverables.  To the extent of such joint ownership by Dex, such New
Developments shall be deemed to be works made for hire (as that term is used in
Section 101 of the United States Copyright Act, 17 U.S.C. § 101, or in
analogous provisions of other applicable Laws).  Notwithstanding such
joint ownership, Aptas and Dex agree that:


 


•      Aptas shall not use any such jointly owned New
Developments for the benefit of, or distribute any such New Development to, a
Direct Dex Competitor, and 


 


•      Dex shall only use such New Developments for Dex’s
ordinary business purposes consistent with those contemplated under this Work
Order. 


 


15












 


Each party agrees to execute any documents and take
any other actions reasonably requested by the other party to effectuate the
intent and purposes of this Section 14.3. 
ANY RIGHTS HEREUNDER GRANTED BY DEX, IS AND SHALL BE ON AN AS-IS, WHERE-IS
BASIS AND DEX EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR
IMPLIED, AS TO SUCH NEW DEVELOPMENTS, OR THE CONDITION OR SUITABILITY OF SUCH
NEW DEVELOPMENTS FOR PERMITTED USES BY APTAS, INCLUDING WARRANTIES OF
NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.   


 


14.4        Expiration and
Termination Rights.
With respect to Aptas Owned Materials that are Deliverables, Aptas shall and
hereby does grant to Dex a perpetual, royalty-free (except as provided in Attachment C) license to use such
Materials upon and following any expiration or termination for any reason of
this Work Order, including the right for Dex, or Dex’s designee, to use access,
execute, reproduce, display, perform, modify, publish and create Derivative
Works of such Materials for Dex’s ordinary business purposes consistent with
those contemplated under this Work Order.  


 


14.5        Source Code and
Documentation. 
Aptas shall, promptly as it is implemented or otherwise developed and/or
delivered by Aptas, place into escrow for the benefit of Dex via electronic
media the source code and Documentation (i.e., architectural diagrams,
functional specs, installation procedures and release notes) for all
Deliverables; provided, however, in the case of any Materials owned by Dex
(including by joint ownership), Aptas shall provide such source code and
Documentation to Dex’s Program Manager rather than placing such source code and
Documentation into escrow.  Such source code and Documentation shall be
sufficient to allow a reasonably knowledgeable, experienced and appropriately
trained systems programmer to maintain and support the Deliverable.  Upon
expiration or termination of this Work Order, and subject to Section 14.2 above,  Aptas shall deliver to Dex the source code
and Documentation for all Deliverables then in use by Aptas or Dex in
connection with this Work Order.  For the avoidance of doubt, (i) the use
of such source code and Documentation shall be consistent with the license
grant provided in Section 14.4
above, and (ii) such source code and Documentation shall be subject to the
restrictions against disclosure contained in Section 7.4 of the Agreement and for such purposes jointly
owned New Developments shall be treated as Aptas’ Confidential Information.


 


14.6        No Accounting.  The parties agree that there
shall be no accounting required by or to the other party in connection with the
parties’ joint ownership of Materials provided for in this Section 14.  


 


14.7        For the purposes of this Work Order, this Section 14 supercedes Section 5.1 and  Section 5.2 of the Agreement in its
entirety.  


 


15.         
Dispute Resolution.


 


15.1        For the purposes of this Work Order, each reference to
“Dex Contract Manager” and “Aptas Contract Manager” in Section 11 of the Agreement is amended
to read “Dex Account Manager” and
“Aptas Account Manger,”
respectively.


 


15.2        For the purposes of this Work Order, each instance of
“Dex’s Chief Information Officer and Chief
Operating Officer” in Section
11 of the Agreement is amended to read “Dex’s Vice President of Internet.”


 


16












 


16.         
Termination.


 


16.1        Termination for
Convenience by Dex. 
Dex may terminate the Agreement in whole or in part for convenience and without
cause at any time by giving Aptas at least 120, 90, or sixty (60) days prior
notice in 2005, 2006, or 2007, respectively, designating the termination
date.  If Dex elects to terminate on this basis prior to December 31,
2007, Dex shall pay the applicable termination for convenience charges (if any)
specified in Attachment C
to this Work Order.     In accordance with Section 11.6 above, in the event Dex
terminates the Agreement in part, the charges (including any termination for
convenience charges) payable to Aptas shall be equitably reduced to reflect
such terminated Services.


 


16.2        Termination for
Convenience By Aptas. 
For the avoidance of doubt, the parties acknowledge that Aptas’ right to
terminate for convenience pursuant to Section
4.2.2 of the Agreement is limited to termination of the Ad
Knowledge Services.   In the event Aptas shall terminate the
Agreement in part in accordance with this Section
16.2, the charges payable to Aptas shall be equitably reduced to
reflect such terminated Services.


 


16.3        Termination for Cause by
Dex.  Romanette
(iii) of Section 4.3 of the
Agreement is amended to add the following thereto: “or fails to deliver more
than three (3) Deliverables by the specified delivery date therefore in any six
(6) month period,”.  Romanette (v) of Section
4.3 of the Agreement is amended to add the following
thereto:  “or within forty-five (45) days of written notice should such
breach involve delivery of a functional software Deliverable.”  


 


16.4        Restrictions on
Providing Services to Competitors.


 


Aptas shall not perform the following services in the
United States directly or indirectly for a Direct Dex Competitor during the
Term of this Work Order without Dex’s prior written consent:  


 


•      Services equivalent both in nature and in scope to the
Services;


 


•      Internet-based search applications; 


 


•      Local relevance and navigation software models; 


 


•      Internet advertising display and management software
applications; and 


 


o      Internet-based consumer search and shopping software
applications.


 


Upon notification by Dex of the termination of this
Agreement, the foregoing restrictions on Aptas’ performance of services shall
expire.


 


17.         
Liability Limitations.


 


Section
6.9 of the
Agreement is amended to add the following thereto:


 


“; EXCEPT AND TO THE
EXTENT OF (i) LOSSES OR DAMAGES OCCASIONED BY THE FRAUD, WILLFUL MISCONDUCT, OR
GROSS NEGLIGENCE OF A PARTY OR (ii) LOSSES OR DAMAGES RESULTING FROM APTAS’
WRONGFUL TERMINATION OR ABANDONMENT OF THIS AGREEMENT.


 


17












 


18.         
Reports. 



 


Aptas shall provide to Dex in the format reasonably
requested by Dex (i) the reports described in the table below at the
frequencies specified, and (ii) any additional reports reasonably requested by
Dex on an ad hoc or periodic basis.


 


	
  Report

  	
   

  	
  Description

  	
   

  	
  Frequency

  	
   

  	
  Recipient

  	
   

  	
  Media

  	
   

  
	
  Problem Management
  Report

  	
   

  	
  Problem and request
  tracking

  	
   

  	
  Weekly

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Change Management

  	
   

  	
  List and description of
  scheduled changes for the next 60 days.

  Priority of changes. Initiator and approver of changes.

  Planned vs. emergency identifier.

  	
   

  	
  Weekly

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Problem Analysis (Root
  Cause)

  	
   

  	
  Details the results of
  each problem analysis performed by Aptas.

  Includes the nature of the incident and plans to prevent or avoid future
  incidents.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  End User/Market
  Analysis Survey Results

  	
   

  	
  Summaries and findings
  of End User/ Market Analysis surveys.

  	
   

  	
  Monthly

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Security and Virus
  Incidents

  	
   

  	
  Report logical security
  violations to security administration. Document the nature of such incidents
  and the plan and status of such incidents.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Project Status Report

  	
   

  	
  Report on the status of
  all open projects, including actuals vs. planned for schedule, cost, risk,
  and change of scope. 

  Report the status of each project to the requestor on a periodic basis as
  agree with the requester.

  	
   

  	
  Update real time.

  	
   

  	
   

  	
   

  	
  Web based.

  	
   

  
	
  Issues Management

  	
   

  	
  Status of major pending
  issues, Status of Improvement Action Plans, Report changes to the environment
  impacting costs or utilization.

  	
   

  	
  Update real time.

  	
   

  	
   

  	
   

  	
  Web based.

  	
   

  
	
  Performance Standards

  	
   

  	
  Comparison of actual
  results vs. Performance Standard requirements, with such other information as
  required in Attachment D.

  	
   

  	
  Monthly

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


18












 


	
  Report

  	
   

  	
  Description

  	
   

  	
  Frequency

  	
   

  	
  Recipient

  	
   

  	
  Media

  	
   

  
	
  Service Management
  Report

  	
   

  	
  Summary of
  accomplishments, work in progress, planned work). Review of resource
  allocation for past year and progress as compared to road map (goals and
  objectives.)

  	
   

  	
  Monthly

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Operating Reports and
  Monitoring Metrics

  	
   

  	
  Data captured in the
  form of log files or in other forms for the purposes of generating operating
  reports or monitoring metrics shall be provided back to Dex through an
  agreed-upon interface for the purpose of collecting in the Dex Enterprise
  Information Warehouse Datamart.

  	
   

  	
  Daily

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Innovation Report

  	
   

  	
  Document Aptas
  innovations, competitor innovations, market innovations and changes in
  consumer and advertiser behavior and what innovations will be required in the
  future. A mechanism for executives to strategically look at innovation and
  drive product changes in order to remain [***].

  	
   

  	
  Monthly

  	
   

  	
  Executive Steering
  Committee

  	
   

  	
   

  	
   

  



 


19.         
Benchmarking Reviews.


 


19.1        Dex Right to Benchmark.  From time to time during the term
of the Agreement, Dex may, at its expense and subject to this Section 19, engage the services of an
independent third party (a “Benchmarker”)
to compare the quality and aggregate costs over the projected Term of all or
any portion of the Services against the quality and cost of other service
providers (excluding for such comparison Amdocs, Inc.), performing similar
services to ensure that Dex is receiving from Aptas pricing and levels of
service that are competitive with market rates, prices and service levels,
given the nature, volume and type of Services provided by Aptas hereunder (“Benchmarking”).  


 


19.2        General Procedures.  Aptas shall cooperate fully with
Dex and the Benchmarker during such effort and shall (i) provide the
Benchmarker reasonable access to any equipment, personnel or documents required
for the conduct of the Benchmarking; and (ii) provide any assistance required
by the Benchmarker to conduct the Benchmarking, without additional charge to
Dex.  


 


19.3        Aptas Review; Adjustment
of Charges. 
Dex shall provide Aptas with a copy of the Benchmarker’s report and Aptas shall
have ten (10) days to review such report and contest the Benchmarker’s
findings.  If the parties are unable to agree upon the validity of such


 


19












 


findings, the matter shall be resolved pursuant to the
dispute resolution procedures set forth in Section
11 of the Agreement.  If the Benchmarker finds that the
charges provided for under the Agreement for all Services or any service
element are greater than the lowest thirty-three percent (33%) of the prices
charged by other similar information technology service providers to Aptas for
work of a similar nature, type or volume, (the “Benchmark Standard”), the parties shall meet and negotiate in
good faith as to reductions in the charges to eliminate any unfavorable
variance.  If the parties are unable to agree upon such reductions, the
charges shall be adjusted through the application of the dispute resolution
procedures (including arbitration, if required) procedures in Section 11 of the Agreement. 
Reductions in Aptas’ charges shall be implemented effective as of the date the
Benchmarker’s report was first provided to Aptas.


 


20.         
Approvals.


 


Aptas acknowledges that,
subject to the Dex authorization processes and procedures, any agreement,
approval, acceptance, consent, confirmation, notice or similar action by Dex
that is required under this Work Order must be given in writing by the Dex
Program Manager or his or her designee, provided the parties may agree in
writing that certain approvals or similar actions may be given orally. 
Without limiting the foregoing, Aptas acknowledge that the authority of the Dex
Program Manager shall be subject to applicable Dex policies, relevant copies
(or excerpts) of which shall be provided to Aptas. 


 


21.         
Construction and Interpretation.


 


Except as otherwise provided herein (including with
respect to capitalized terms defined herein as described in the introductory
paragraph of this Work Order), the terms of the Agreement are applicable to
this Work Order.


 


22.          [***]


 


IN WITNESS WHEREOF, the
parties hereto have caused this Work Order to be executed as of the date first
set forth above. 


 


 


	
  Aptas,
  Inc.:

  	
  Dex
  Media, Inc.:

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  



 


20












 


APPENDIX
1


 


DEX
QA AND PRODUCTION ENVIRONMENT SPECIFICATION


 


1.     Dex QA (Configuration
X1) and Production (Configuration X2) Environments:  


 


a.     The QA environment will be purchased and
made available to Aptas system administrators on March 1, 2005, 30 calendar
days prior to QA start date.  


 


b.     The QA environment will be made available
to the Aptas QA organization on April 1, 2005 for a period of 60 days for QA
and for an additional 30 days for User Acceptance phase of Beta
deployment.  


 


c.     The QA environment will be made available
to the Aptas QA organization 75 days prior to DODS deployment, 60 days for QA
and 15 days for Use Acceptance phase of DODS deployment. 


 


d.     The Production environment will be
purchased and made available to Aptas system administration on April 15, 2005,
75 calendar days prior to Beta deployment.  The production environment
will be made available to Aptas Systems Engineers and Aptas QA Engineers for 60
days prior to Beta deployment for load balancing, stress testing, load testing,
and failover testing


 


	
  Function

  	
   

  	
  Logical
  Name

  	
   

  	
  Description

  	
   

  	
  Hardware

  	
   

  	
  CPUs

  	
   

  	
  Memory

  	
   

  	
  Disk

  	
   

  	
  OS

  
	
  Infrastructure

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DNS1

  	
   

  	
  Domain Name
  Server

  	
   

  	
  Intel
  Based(32bit)

  	
   

  	
  1x(2.8GHz)

  	
   

  	
  1G

  	
   

  	
  2x80G (SATA)

  	
   

  	
  RedHat ES, v.3

  
	
   

  	
   

  	
  DNS2

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  1x(2.8GHz)

  	
   

  	
  1G

  	
   

  	
  2x80G (SATA)

  	
   

  	
  RedHat ES, v.3

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Private
  Label

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Web/Servlet1

  	
   

  	
  Web Server

  	
   

  	
  Intel
  Based(32bit)

  	
   

  	
  2x(3.06GHz)

  	
   

  	
  4G

  	
   

  	
  2x80G (SATA)

  	
   

  	
  RedHat ES, v.3

  
	
   

  	
   

  	
  Web/Servlet2

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  2x(3.06GHz)

  	
   

  	
  4G

  	
   

  	
  2x80G (SATA)

  	
   

  	
  RedHat ES, v.3

  
	
   

  	
   

  	
  Web/Servlet3

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  2x(3.06GHz)

  	
   

  	
  4G

  	
   

  	
  2x80G (SATA)

  	
   

  	
  RedHat ES, v.3

  
	
   

  	
   

  	
  Web/Servlet4

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  2x(3.06GHz)

  	
   

  	
  4G

  	
   

  	
  2x80G (SATA)

  	
   

  	
  RedHat ES, v.3

  
	
   

  	
   

  	
  Web/Servlet5

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  2x(3.06GHz)

  	
   

  	
  4G

  	
   

  	
  2x80G (SATA)

  	
   

  	
  RedHat ES, v.3

  
	
   

  	
   

  	
  Web/Servlet6

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  2x(3.06GHz)

  	
   

  	
  4G

  	
   

  	
  2x80G (SATA)

  	
   

  	
  RedHat ES, v.3

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  J2/App1

  	
   

  	
  Java Application
  Server

  	
   

  	
  Intel
  Based(32bit)

  	
   

  	
  2x(3.06GHz)

  	
   

  	
  4G

  	
   

  	
  2x80G (SATA)

  	
   

  	
  RedHat ES, v.3

  
	
   

  	
   

  	
  J2/App2

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  2x(3.06GHz)

  	
   

  	
  4G

  	
   

  	
  2x80G (SATA)

  	
   

  	
  RedHat ES, v.3

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DB1

  	
   

  	
  Database Server

  	
   

  	
  Intel
  Based(32bit)

  	
   

  	
  4x(3.06GHz)

  	
   

  	
  8-12Gb

  	
   

  	
  2x80G (SATA)

  	
   

  	
  RedHat ES, v.3

  
	
   

  	
   

  	
  DB2

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  4x(3.06GHz)

  	
   

  	
  8-12Gb

  	
   

  	
  2x80G (SATA)

  	
   

  	
  RedHat ES, v.3

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FS1

  	
   

  	
  Image / Data File
  Server

  	
   

  	
  Intel
  Based(32bit)

  	
   

  	
  2x(2.8GHz)

  	
   

  	
  2-4G

  	
   

  	
  2x80G (SATA)

  	
   

  	
  RedHat ES, v.3

  
	
   

  	
   

  	
  FS1-Data

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  12 Slot Appliance
  (SATA or SCSI)

  	
   

  	
  N/A

  



 


 


1












 


	
  Function

  	
   

  	
  Logical
  Name

  	
   

  	
  Description

  	
   

  	
  Hardware

  	
   

  	
  CPUs

  	
   

  	
  Memory

  	
   

  	
  Disk

  	
   

  	
  OS

  
	
   

  	
   

  	
  Web-App-LB1

  	
   

  	
  Load Balancer

  	
   

  	
  Juniper, Cisco,
  Big IP

  	
   

  	
  Default

  	
   

  	
  Standard Config

  	
   

  	
  N/A

  	
   

  	
  Latest IOS

  
	
   

  	
   

  	
  Web-App-LB2

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  N/A

  	
   

  	
  Latest IOS

  
	
   

  	
   

  	
  DB-App-LB1

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  N/A

  	
   

  	
  Latest IOS

  
	
   

  	
   

  	
  DB-App-LB2

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  N/A

  	
   

  	
  Latest IOS

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fast
  Search

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SI1

  	
   

  	
  Search / Index
  Server

  	
   

  	
  Intel
  Based(32bit)

  	
   

  	
  2x(2.8GHz)

  	
   

  	
  4G

  	
   

  	
  2x80G (SATA)

  	
   

  	
  RedHat ES, v.3

  
	
   

  	
   

  	
  SI1-Data

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  12 Slot (SCSI,
  15K-RPM)

  	
   

  	
  N/A

  
	
   

  	
   

  	
  SI2

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  2x(2.8GHz)

  	
   

  	
  4G

  	
   

  	
  2x80G (SATA)

  	
   

  	
  RedHat ES, v.3

  
	
   

  	
   

  	
  SI2-Data

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  12 Slot (SCSI,
  15K-RPM)

  	
   

  	
  N/A

  
	
   

  	
   

  	
  SI3

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  2x(2.8GHz)

  	
   

  	
  4G

  	
   

  	
  2x80G (SATA)

  	
   

  	
  RedHat ES, v.3

  
	
   

  	
   

  	
  SI3-Data

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  12 Slot (SCSI,
  15K-RPM)

  	
   

  	
  N/A

  
	
   

  	
   

  	
  SI4

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  2x(2.8GHz)

  	
   

  	
  4G

  	
   

  	
  2x80G (SATA)

  	
   

  	
  RedHat ES, v.3

  
	
   

  	
   

  	
  SI4-Data

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  12 Slot (SCSI,
  15K-RPM)

  	
   

  	
  N/A

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  QR1

  	
   

  	
  Query Server

  	
   

  	
  Intel
  Based(32bit)

  	
   

  	
  2x(2.8GHz)

  	
   

  	
  4G

  	
   

  	
  2x80G (SATA)

  	
   

  	
  RedHat ES, v.3

  
	
   

  	
   

  	
  QR2

  	
   

  	
  “

  	
   

  	
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  QR-LB1

  	
   

  	
  Load Balancer

  	
   

  	
  Cisco CSS (11500)

  	
   

  	
  Default

  	
   

  	
  Standard Config

  	
   

  	
  N/A

  	
   

  	
  Latest IOS

  
	
   

  	
   

  	
  QR-LB2

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
  “

  	
   

  	
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  http or https connection
  to mapping provider or other agreed upon integration solution

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


2












 


	
  Function

  	
   

  	
  Logical
  Name

  	
   

  	
  Description

  	
   

  	
  Hardware

  	
   

  	
  CPUs

  	
   

  	
  Memory

  	
   

  	
  Disk

  	
   

  	
  OS

  
	
  Address
  Resolution

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Requirements
  Currently Unknown

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Aptas Back Office Production

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
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3












 


APPENDIX
2


 


APTAS
WHITE PAPER, DECEMBER, 2004


 


“DESTINATION
SEARCH: A NEW PARADIGM


 


FOR
THE FUTURE OF LOCAL SEARCH”


 


Attached hereto and
incorporated by reference is the Aptas white paper, “Destination Search: A New
Paradigm for the Future of Local Search.”


 


1














 


	
   

  	
   

  	
  Aptas

  



 


Destination Search:


 


A New Paradigm for the Future of Local Search


 


Executive
Summary


 


Local search is currently
one of the hottest topics in the search and local media communities. Aptas’
unique point of view redefines the spare as a new category of Internet
destination site businesses. We have coined the term “Destination Search” as an
intentional hybrid of search and destination site experiences, reflecting our
belief that local search can evolve as a content-rich destination site
business.


 


Search functionality is
critical to the success of Destination Search, just as it is in most
commerce-oriented destination sites. Yet as with many internet commerce
categories such as travel and career search is just one element in the overall
consumer and advertiser experience. By presenting the consumer with a rich
browsing, comparison and interaction experience for local shopping, we believe
we can better serve the consumer. Advertisers will likewise benefit from more
qualified leads and advanced marketing opportunities. The dynamics will be  driven by a holistic view of the consumer
experience that is far more complex and powerful than the anonymous query
matching functionality of today’s search engines.


 


This white paper presents
an introduction to the concepts underlying our vision of Destination Search,
the elements of success, and the business dynamics of this strategy, It is
intended as a primer to stimulate discussion and dialog within the industry, on
a topic critical to the future evolution of the local media industry.


 


	
  Aptas, Inc, Proprietary
  Information

  	
   

  	
  Reproduction Prohibited
  Without Permission

  



 


2












 


Table of
Contents


 


	
   

  	
  page

  
	
   

  	
   

  
	
  The
  Power of Search Meets a New Challenge, the Local Consumer

  	
  1

  
	
   

  	
   

  
	
  From Entry Search to Local Search

  	
  1

  
	
   

  	
   

  
	
  Destination
  Search: the Solution for Local Search

  	
  4

  
	
   

  	
   

  
	
  Know the Destination Search Customer

  	
  4

  
	
   

  	
   

  
	
  Why
  Aptas’ Destination Search Will Succeed

  	
  5

  
	
   

  	
   

  
	
  The
  Business Impact

  	
  10

  
	
   

  	
   

  
	
  The Business Model

  	
  11

  
	
   

  	
   

  
	
  The Timing Challenge

  	
  11

  
	
   

  	
   

  
	
  Conclusion

  	
  11

  
	
   

  	
   

  
	
  Contact
  Information

  	
  12

  
	
   

  	
   

  
	
  End
  Notes

  	
  12

  



 


3












 


The
Power of Search Meets a New Challenge, the Local Consumer


 


Aptas conducted a
yearlong multi-phase consumer research program to better understand the online
search habits of consumers as they relate to finding information on local
businesses.(1)  We found an eagerness among consumers to  tap the power of online search engines,
and use that power to find relevant, useful and comparative content on local,
neighborhood retailers. Most importantly, we found that consumers sought to do
this through a familiar destination site
experience.


 


From
Entry Search to Local Search


 


Entry search, the popular
and common way to search Internet content, has proven to be an exceptional way
to explore a vast array of online information. But when it comes to a different
kind of search experience, one that is less hit-or-miss and more focused on
finding specific information about local neighborhood businesses, the consumer
is underservcd. Through our research, we found that consumers were eager for a
new type of local search experience that complements their wider entry search
habits. We honed these observations into specific local search requirements for
content, relevance, presentation and surprisingly, shopping application
functionality. By attaching a set of proprietary content filtering and
aggregation tools to the Web’s most powerful search platform, we evolved local
search into a useful and intuitive consumer site experience. The success we
have had with consumer test groups has led us to believe this will open a whole
new way of searching locally.


 





 


But first, a bit (if
background:


 


•                 
The traditional view of search is a simple and efficient process of
exploring the tremendous and quirky base of published information across the
Internet.


 


Consumers employ this tried and true method of finding
content billions of times daily. When consumers click on links and are not able
to find the information they’re looking for, they simply


 


1












 


return to the results page and try again. But search
is still young and evolving. Today, entry-search engines do a stellar job in
harnessing and indexing this vast quantity of content and providing highly
productive pointers to those sources of content. But tomorrow’s consumer search
needs may be quite different. Matching a set of query terms to a set of linked
pages works best for consumers where they
have no known or trusted source,


 


•                 
While Search has dominated the online business sector’s attention over
the last two years, specialized destination sites have continued to attract and
own an enormous and growing share of consumer attention, particularly as they
relate to commerce activity.


 


More and more consumers have become persuaded that it
makes sense to move beyond their search portal habits and establish habitual
interactions with key destination sites. Examples abound in the Web’s most
lucrative and valuable commerce and information publishing segments - travel,
jobs, auctions, sports, weather, books, electronics, as well as  many specialized verticals. Observe the
substantial success achieved by well-developed and branded destination sites
such as Travelocity, Monster, eBay, Amazon and Weather.com. By providing deeper
experiences and functionality for specific purposes, these businesses all enjoy
vital relationship with online consumers. But what about the local small businesses
that still own considerable consumers’ dollars?


 


•                 
Using the Web to find local businesses makes a lot of sense.


 


Ideally, once you find a local business, you should be
able to interact with it to the full capacity of the Internet. However, the
web’s hodgepodge of poorly attributed small business content presents an
ineffective foundation to support the consumer’s search, research and
comparison-shopping requirements. As consumers demand more from their search
experience, new and creative approaches to search are emerging that satisfy a
more focused approach to finding information. Consumers want the ability to
access this treasure-trove of Web information, browse catalogues, book
appointments, ask questions, make lists, get a map of the location or even
purchase online.


 


•                 
Aptas has determined that local search can – and should – emerge as the next big and important destination
site segment of the Internet.


 


Search is a critical component of the experience
provided on large consumer sites. However, the real value emerges from the
aggregation and organizing of this rich and comprehensive array of content, and
by placing content into personalized and effective applications that address
the true


 


2












 


needs of customers. Consumers have already
demonstrated how they are forming category brand usage patterns and applying
search in ways unique to that category.


 


The maturation of the travel category is the perfect
example of how a customer’s decision-making and purchasing process, is
influenced by the intertwining of search functionality and travel content.
Consumers rarely think of the experience on a travel site as a “search” but
rather as “travel planning.” Yet their interaction with the site is dominated
by search. A consumer is less likely to turn to one of the large online search
engines for travel planning because they have become accustomed to the
experience on a travel site.(2)


 


This same value proposition can be applied to the
local search experience. We know that online product research is already an
establish consumer habit and pattern. Couple this with consumers’ growing
habitual use of search, we can see how this comparison-shopping mentality is
driving online clicks to offline bricks: online product research by consumers
this past year was responsible for driving $180.7 billion in offline
spending.(3) In fact, Internet-influenced offline spending is now growing
faster than direct online spending; Internet-influenced offline sales grew 31%
last year and direct online sales grew 14%, while total US retail spending grew
only 5% during a comparable period.(4) All this points to a substantial
opportunity in creating a new user-centric search experience for driving
customers to local, neighborhood businesses.


 





 


3












 


Destination
Search: the Solution for Local Search


 


We coined the term
“Destination Search” to recognize the need for local search to evolve through
advances in both Search and destination site features. While there are unique
challenges in the localization of search technology, the local search
opportunity more naturally evolves into a destination site Internet business.
The implications of this evolution are substantial, particularly for traditional
media publishers as they define their strategic positioning and investment
focus.


 





 


Know the
Destination Search Customer


 


Local search is a natural
fit for a destination experience. Consumers have long proven their desire to do
side-by-side comparisons of business information; but for the neighborhood
small business community, the Internet has yet to build anything resembling a
content aggregation and ranking framework. Destination sites aggregate and tag
a rich base of comparative commercial content covering a large base of
businesses or products. Employing specialized ontologies and search tools,
these sites present the consumer with both a list of matching businesses and detailed comparative information from
which the consumer can browse, compare, select, interact, and possibly complete
the transaction.


 


Here are a few
fundamentals that consumers demand for a successful local search experience:


 


•                 
Provide detailed comparative information.


 


Allow customers to see side-by-side comparison of like
or similar search results so that they control the decision process.


 


4












 


•                 
Let customers mimic the shopping experience within their search
experience.


 


When searching, customers want the same familiar
experiences of browsing, selecting and saving, comparing, and sharing content
they are used to on retail destination sites. They are familiar and comfortable
with the notion of a shopping cart that allow them to select, store, review and
save items for an eventual transaction. This allows customers to better control
their search experience.


 


•                 
Present “informed links” for more detailed business information.


 


Comparative information, cross- and up-sell links,
references and opinion information are but a few of the content types that can
help round out the experience and drive customer transaction.


 


•                 
Provide customers with decision support.


 


Customers welcome help in focusing their search
method. Allowing them to research, compare, save, store and seek opinion on
search results creates a more useful search experience.


 


•                 
Integrate perishable and timely information like coupons, promotions,
etc.


 


When served up similar results, it may be the
immediate or timely promotion that cements the offline transaction.


 


Why
Aptas’ Destination Search Will Succeed


 


What key features and
functions combine to create the kind of experience that convinces consumers to
abandon the randomness of search box  queries
for a predictable and organized destination search experience? At a certain
point consumers who use a full-function Destination Search site will make a
mental note to start using that site regularly.


 


One of the most encouraging
aspects of our consumer research was the finding that consumers see a
Destination Search site as a complement to the large, branded global search
sites such as Google and Yahoo Search(5) In fact, consumers continued to
reinforce their belief that search sites are there to help them find these new
sites that better fulfilled their needs. Once found, the need and desire to
return to search engines for similar queries disappears.


 


Let’s look at the key
features that will draw businesses to this strategy and customers to this new
Internet segment:


 


•                 
Destination Search promotes contact with local small businesses.


 


Consumers will always need to connect with small
businesses to fully complete the majority of


 


5












 


their local shopping needs. It is simply not practical
to expect the Internet to successfully capture comprehensive content on a
sufficient number of this sector to negate the need for live interaction
between the consumer and small businesses. Our Destination Search is built with
this practical viewpoint. It provides tools that encourage and facilitate
contact, and assist the consumer in narrowing their choices and planning their
errands. Destination Search employs integrated Internet-based communications
tools to facilitate these natural needs for information sharing, inquiry and
exchange.


 


•                 
Destination Search uses its ontology as the blueprint for converting
disparate, unstructured sources into a single, integrated whole.


 


The ontology models the entire local business
“ecosystem,” enabling a richer and deeper understanding of the dynamics and of
the neighborhood market. Our search functionality then serves as a uniform
platform, allowing content to be moved, mixed and merged in any number of ways.


 


Defining your local search
“ecosystem” is the key to high consumer satisfaction


 





 


6












 


•                 
Destination Search bridges the content gap.


 


Perhaps the biggest challenge facing local search is
the lack of comprehensive content that gives consumers a predictable and
valuable shopping experience. To tackle this issue, we have developed a
proprietary Directory Knowledge Base (DKB) by bringing together the disciplines
of ontology, software engineering, and consumer marketing and focusing
exclusively on content conversion, aggregation, crawling and relevance coding
for Local Search.


 





 


We created our DKB using the following underlying
principles:


 


•                 
Yellow
Page advertising content, properly structured and organized, forms an
excellent digital source of foundation content.


 


•                 
Yellow
Page content from print ads is not enough. Practical and useful tools that
assist consumers when they are qualifying, comparing and ranking their shopping
choices must supplement this content.


 


•                 
Specialized and
category-tuned web content crawling provides the foundation for smart
integration of web-based information in two forms: (1) aggregation of
additional reference content, and (2) smart links that point consumers to
specific web-based information, commonly considered key to the selection
process.


 


7












 





 


We have applied the sciences of ontology and software
engineering to form a well-structured content model supported by advanced
inference tools and data model management.


 


We combined this structure with consumer marketing
aptitude to make informed category-specific judgments that define and
prioritize the content in ways that make sense to consumers, and in ways that
richly enhance the knowledge model for related content navigation and
cross-marketing. The result is well-structured content that is designed
explicitly for keyword and filtered
search.


 


•     
Destination Search offers personalization features.


 


Personalization is central to the value proposition of
Destination Search. It is absolutely critical to encourage a growing
relationship between the consumer and the Destination Search site. Aptas has
developed a personalized application sub-system that combines a flexible
personal list management tool with a new interactive mapping engine. What we
have defined as our Local Life Management tools also contribute to that
fundamental pull of consumers into habitual usage, word-of-mouth branding and
traffic development. This provides the foundation for improving the efficiency
and value of the site, while also providing strong incentive not to switch to
other Search and Destination Sites.


 


8












 


•                 
Destination Search brings Aptas’ relevance model to the local search
context.


 


If Amazon, Orbitz or Monster based their consumer
experience solely on the success of matching 2.5 keywords to the right choices,
their success would be a  small
fraction of what it is today. Instead, destination businesses develop relevance
models from the real world context of providing consumers with the interactive
experience that supports their shopping needs. This approach centers the
relevance model more holistically on effective search, browsing and comparison
of information.


 


Relevance takes on a broader meaning in Destination
Search, empowering consumers to take control and gain real value from their specific
situations. Our relevance model expands beyond simple index-based word matching
to include the ability to;


 


•                 
Decide what content
to present in response to a query


•                 
Establish what tools
to give consumers in order to sort, filter and refine that content


•                 
Decide what
contextual assistance to give consumers to help clarify and extend their

experience toward an actionable commerce event.


 


We built our Destination Search engine on top of one
of the world’s most proven and capable search engines from FAST Search and
Transfer, Inc.  Our
proprietary relevance model combines the knowledge built into the DKB, and it
drives a multi-faceted interactive experience that gives the user the power to
sort, browse and refine a rich base of well-structured information.


 


•                 
Destination Search provides a well-organized shopping experience.


 


Destination sites present well-organized and
comprehensive content coupled with interfaces that take a consumer from initial
search and browsing to detailed shopping tools, research and community
interaction. Most large-scale destination sites also place emphasis on
providing value through personalized consumer experiences with the benefits of
maintaining saved information that encourages the consumer to return. Our
Destination Search capabilities mirror these experiences.


 


•                 
Destination Search expands the shopping cart metaphor.


 


Consumers are intuitively comfortable with destination
site experiences that operate with two phases – a “search and compare” phase
and a “shopping cart” phase. We have employed this metaphor to introduce an
enhanced shopping experience that allows the customer to productively
perform detailed comparison on a narrowed set of results, save results for
multi-session review and action, share information with friends and family, and
interact with a targeted set of


 


9












 


businesses. This approach further allows the consumer
a larger set of information tools and aids, without being overwhelmed when the
inquiry is simple and straightforward.


 


E-commerce transactions are rarely the outcome of
local shopping, so the “shopping cart” tools in Destination Search center on
supporting extended review, sharing and interaction, together with actionable
errand-oriented output tools.


 


The
Business Impact


 


Local media publishers
need to treat online business as a publishing opportunity first and foremost.
There is a battle just beginning for the attention and habitual behavior of
online consumers in local shopping. The rewards of success in building branded,
organic traffic to a publisher’s Destination Search site is tremendous. The
cost of sub-par performance is equally large in loss of fundamental control and
in operating margin erosion.


 


Although search portals
are the “work horses” of global reach, Destination Search sites are already
showing efficiencies in maximizing reach to target audiences. Search portals
build broad, unqualified reach: destination search sites build effective, qualified
reach.(6) Destination search audience build rates may not have the
statistical jump associated with large search sites, but habitual use shows
that repeat visits build slower but equivalent reach.(7) This provides the
right foundation for the local media publishers who take advantage of their
long-standing relationships with advertisers. It also provides protection for
the publisher from channel bypass in traffic sales relationships with search
portals.


 





 


10












 


The
Business Model


 


Our Destination Search
platform does not force one particular ad model. The value of the
Destination Search intrinsically drives a successful and rich advertising
opportunity. Its fundamental support of highly targeted and specific shopping
events will produce far more qualified lead-generation opportunities for
advertisers.


 


The Destination Search
platform is designed to be integrated with any and all advertising rules and
payment engines that a publisher wishes to implement. The platform contains
rich tools and services that leverage ad content into search, and several ad
presentation packages that can be applied with PFP, PPC or per-call type
applications.


 


The
Timing Challenge


 


It is increasingly clear
that the attention of primary search portals is centered on continually
improving their matching functionality and evolving their value proposition to
the consumer. This reflecting two core facts: (i) the local search user
experience is ineffective today, and (2) the stakes are very large for
incumbent local media publishers.


 


While the challenges are
significant, the real risk to the publisher is that it will get to market so
late that the costs of consumer education and brand building are onerous. Late
entries will have to contend with consumers who have found solutions that are
either significantly better than today’s hit-or-miss experience or “good
enough” for most queries. “Me too” products, introduced late in the cycle, will not succeed.


 


Conclusion


 


Consumers are eager to
tap the power of online search engines in order to find relevant, useful and
comparative content on local, neighborhood retailers. The local search
opportunity provides a natural fit for a destination site Internet business.
Aggressive attention to the deployment of powerful Destination Search sites
targeting the local market will lead to substantial organic traffic and revenue
growth, advertising value and differentiation, and long-term competitive
success. But market timing is crucial as the building blocks are in place for
rapidly implementing next-generation approaches to IYP that carve out a
meaningful and defensible next-generation local media business.


 


11












 


Contact
Information


 


For more information
visit our web site www.aptas.com or contact:


 


	
  John Batten

  	
   

  	
  Yosh Sagie

  
	
   

  	
   

  	
   

  
	
  EVP-Sales

  	
   

  	
  Business Development -
  Europe

  
	
   

  	
   

  	
   

  
	
  303.506.9900

  	
   

  	
  972.9.774.9562

  
	
   

  	
   

  	
   

  
	
  jbattern@aptas.com

  	
   

  	
  ysagie@aptas.com

  



 


End
Notes


 


1.              
Aptas proprietary,
qualitative field study on consumer search habits and patterns of usage:
in-home behavioral study with urban, suburban and rural families. Phase One:
Chicago, April, 2004; Phase 2: Denver, June, 2004; Phase Three: Denver,
September, 2004.


 


2.              
Travelocity
and Expedia Rated Most Valuable Brands in Online Travel Market According to
ACNielsen. ACNielsen
International Research and Nielsen//NetRatings, February, 2004,


 


3.              
The American
Interactive Consumer Survey conducted by Dieringer Research Group, 2004.


 


4.              
Online
Info Spurs Offline Spending,  Research
Brief, Dieringer Research Group, Center for Media Research, October 20,
2004.


 


5.              
Aptas proprietary,
qualitative field study on consumer search habits and patterns of usage:
in-home behavioral study with urban, suburban and rural families. Phase One:
Chicago, April, 2004; Phase 2: Denver, June, 2004; Phase Three: Denver,
September, 2004.


 


6.              
From Double Click’s Internet Audience Dynamics by Lynn Bolger
and Marie Pauline E. Morn, September, 2004.


 


7.              
From Double Click’s Internet Audience Dynamics by Lynn Bolger
and Marie Pauline E. Morn, September, 2004.


 


12














 


APPENDIX
3


 


CHANGE
REQUEST FORM


 


	
  Date:

  	
   

  	
  Change Request Number:

  
	
   

  	
   

  	
   

  
	
  Originator:

  	
   

  	
  Page 1 of 

  
	
   

  	
   

  	
   

  
	
  Contractor:

  	
   

  	
  Agreement Date:

  
	
   

  	
   

  	
   

  	
   

  



 


Statement of Work/Work Order:  (Name of SOW/Work
Order and date)


 


Description of Change:


(The description must identify all Sections of the
Agreement, SOW/Work Order, Schedules, and Attachments affected by this Change
and describe the modifications for each. Use additional pages as needed)


 


Cost/Price Impact:


(Identify all cost/price
changes to the Services)


 


Schedule Impact:


(Identify all schedule
changes for any event/Deliverable in the Project Schedule)


 


Performance Standards Impact:


(Identify (i) all impacts
to existing Performance Standards and (ii) new Performance Standards,
Performance Credits)


 


Development and Implementation Milestones:


(List as applicable)


 


Change Management


(List the Dex and Aptas
Project Mangers that are operationally responsible for the Change)


 


Implementation Date:


 


All other terms and conditions of the Statement of
Work/Work Order and Professional Services and License Agreement shall remain
unchanged and in full force and effect. Upon final execution, this Change
Request Form shall amend the referenced Sections of the Agreement, Work Order
or Statement of Work and become an Attachment to the above identified Work
Order or Statement of Work for all Changes noted above.


 


The above requested Change (does/does not) impact
Dex Media’s cost, schedule, or terms and conditions, and (does/does not)
increase Dex Media’s cost (i.e., constitute New Services) under the Agreement.
The approval signature of the Dex Program Manger below is the final authorizing
signature required.


 


	
  Aptas,
  Inc.:

  	
  Dex
  Media, Inc.:

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By

  	
   

  	
   

  
	
  Program Manager

  	
    Program
  Manager

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Date: 

  	
   

  	
   

  



 


 


1












 


APPENDIX
4


 


LETTER
OF INTENT RESPECTING WARRANTS


 


December 19, 2004


 


Mr. Simon Greenman,


Vice President, Internet Services


Dex Media Inc.


 


Dear Simon,


 


This letter is to verify Aptas’ offer to Dex Media of
a warrant to purchase equity securities of Aptas in exchange for a commitment
from Dex Media to continue to grow our strategic partnership and move forward
with the Destination Search private label commercial agreement. Summarized
below are the terms that, while subject to definitive documentation and formal
approval by Aptas’ Board of Directors are generally representative of a
position that is acceptable to Aptas.


 


•                 
The number of warrant
shares will be equal to 5.0% of the number of shares issued and outstanding as
of December 1, 2004, calculated on a fully diluted basis, excluding all
employee, board member and related consultant stock options.


 


•                 
The shares Dex Media
will receive upon exercise of the warrant will be Series B Preferred Stock or a
similar Aptas equity security with rights preferences and privileges equal to
those afforded to current holders of Series B Preferred Stock, including, but
not limited to, the rights against anti-dilution.


 


•                 
The exercise price
for each warrant share will be $1.00.


 


•                 
The warrant will be
subject to the following vesting schedule:


 


•                 
80% of the warrant
shares will vest and become exercisable 60-days following the execution of Work
Order Number 2 to the Professional Services and License Agreement, provided
that i) the Work Order Number 2 has not been terminated by Dex Media and ii)
Aptas and Dex have completed a public press announcement of the Destination
Search business agreement.


 


•                 
20% of the warrant
shares will vest and become exercisable upon Aptas receiving from Dex Media
annual payments in excess of $3.0M in a twelve-month period.


 


Aptas will work expediently to ensure that the warrant
document is prepared and formally approved in the coming weeks.


 


Sincerely,


 


 


Perry Evans


CEO, Aptas, Inc.


 


1














[***]
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.


 


Execution Copy


 


Dex — Aptas


 


 


Work Order Number
Two


 


Attachment A


 


 


Maintenance and


 


Enhancement
Services


 


Dex Proprietary
Information


Work Order No.2,
Attachment A


 


 












 


TABLE
OF CONTENTS


 


	
  1.

  	
  OVERVIEW

  	
  2

  
	
  2.

  	
  MAINTENANCE
  SERVICES

  	
  2

  
	
  2.1

  	
  Problem
  Correction

  	
  2

  
	
  2.2

  	
  Preventative
  Maintenance

  	
  4

  
	
  2.3

  	
  System
  Interfaces

  	
  4

  
	
  2.4

  	
  End
  User Assistance

  	
  5

  
	
  3.

  	
  DISASTER
  RECOVERY

  	
  5

  
	
  4.

  	
  ENHANCEMENT
  SERVICES

  	
  5

  
	
  4.1

  	
  Interface
  Development and Design

  	
  5

  
	
  4.2

  	
  Content
  Enhancements and Management

  	
  8

  
	
  4.3

  	
  Search
  Capabilities

  	
  9

  
	
  4.4

  	
  Reporting
  and Metrics

  	
  10

  
	
  4.5

  	
  Other
  Enhancement Services

  	
  10

  
	
  4.6

  	
  Continuous
  Improvement

  	
  11

  
	
  5.

  	
  ACCEPTANCE
  TESTING

  	
  12

  
	
  6.

  	
  GOVERNANCE

  	
  12

  
	
  6.1

  	
  Account
  Managers

  	
  12

  
	
  6.2

  	
  Program
  Managers

  	
  12

  
	
  6.3

  	
  Project
  Managers

  	
  13

  
	
  6.4

  	
  Program
  Management Committee

  	
  14

  
	
  6.5

  	
  Executive
  Steering Committee

  	
  14

  
	
  6.6

  	
  Project
  Management and Issues Tracking

  	
  14

  



 


i












 


WORK
ORDER NUMBER TWO


 


ATTACHMENT
A


 


MAINTENANCE
AND ENHANCEMENT SERVICES


 


This is Attachment
A to Work Order Number Two (the “Work Order”) to the Professional Services and License Agreement,
dated June 27, 2003 (the “Agreement”)
by and between Dex and Aptas (the “Agreement”). 
Capitalized terms not otherwise defined in this Attachment shall have the
meanings given them or provided for in the Work Order.


 


1.            
OVERVIEW


 


This Attachment provides for the maintenance,
enhancement, continuous delivery of a [***] internet yellow pages/Local Search
web site, and other associated services of the Existing Website and the
DexOnline Destination Search website.


 


2.            
MAINTENANCE SERVICES


 


Aptas shall perform the following maintenance services
and such other maintenance services that were performed by Dex (or by a third
party for the benefit of Dex) prior to the effective date of this Work Order
for the Existing Website and DODS:


 


2.1         
Problem Correction


 


2.1.1    Resolve all problems in accordance with
the Severity Levels and resolution timeframes established below for software,
equipment, processes and systems that are (i) used by Aptas to provide the
Services or (ii) necessary for the operation of the Existing Website or
DODS.   For the purpose of this Section
2.1, “Resolve”
means the restoration of the software, equipment or systems so that it performs
in material conformance with its associated Documentation, Specifications or
Project Plan.  The Dex Program Manager, or his or her designee, shall
designate the Severity Level of any problem; provided that Aptas may dispute
such designation and refer the issue to the Program Management Committee for
immediate consideration.  Notwithstanding the foregoing, (i) Aptas shall
continue working on the problem at the Severity Level designated by Dex until
the designation issue is resolved by the Program Management Committee or
otherwise through dispute resolution under Section
11 of the Agreement and (ii) Dex may designate a reasonable
number of problems during each calendar month as a higher Severity Level
notwithstanding the actual impact of the problem.


 


2.1.2    With respect to Resolving problems that
require Dex or third party assistance, coordinate Resolution of such problems
by performing the following:


 


(a)         Identifying problems;


 


(b)         Notifying the appropriate Dex or third
party personnel;


 


(c)          Coordinating the Resolution of problems
pursuant to existing Dex maintenance agreements and arrangements;


 


(d)         Testing the corrections;


 


(e)          Scheduling the installation of the
corrections into production following the Change Control procedures; and


 












 


(f)          Coordinating or performing proper
implementation in accordance with the Change Control procedures and Dex
Standards.


 


2.1.3    Report problems in accordance with the
Dex Standards.


 


	
  Severity

  	
   

  	
  Definition

  
	
  Level 1

  	
   

  	
  Critical Business
  Impact

   

  •        Production software, equipment or systems are
  completely unavailable or is inoperable.

   

  •        Sensitive, illegal, infringing or suppressed Content
  extracted to Existing Website or DODS inadvertently.

   

  •        Production software, equipment or systems are
  affected such that critical business processes are completely unavailable or
  inoperable.

   

  •        End Users cannot successfully complete a search in
  the Production environment.

   

  •        Within the last three (3) business days of the
  month, the system functions, but business processes and multiple users are
  impacted such that month-end reporting cannot be completed.

   

  •        Security breach (computer virus).

   

  •        Potential loss of significant revenue due to system
  complications.

  
	
   

  	
   

  	
   

  
	
  Level 2

  	
   

  	
  Significant Business
  Impact

   

  •        The software, equipment and systems functions, but
  business processes or multiple users dispersed across multiple sites are
  impacted.

   

  •        The site functions, but most users are experiencing
  a reduction in performance

   

  •        Business is impacted, but workarounds exist that are
  sufficient for end-users to perform all functions of the site.  Impact
  is restricted to Dex or Aptas user access only (does not impact outside
  Internet users), such as mining of data from log files, or access to
  reporting systems that are not critical to end-user access.

  
	
   

  	
   

  	
   

  
	
  Level 3

  	
   

  	
  Some Business Impact

  
	
   

  	
   

  	
   

  •        Business is impacted, but workarounds exist that are
  sufficient to allow a user to perform business

  functions without a perceived degradation of functionality.

  
	
   

  	
   

  	
   

  •        The site functions, but non-essential features are
  not working properly

  
	
   

  	
   

  	
   

  •        Misleading or offensive hyperlinks (porn sites)

  
	
   

  	
   

  	
   

  
	
  Level 4

  	
   

  	
  No Business Impact

  
	
   

  	
   

  	
   

  •        Not critical because it is not affecting work (e.g.,
  typographical errors).

  
	
   

  	
   

  	
   

  Note:  For the
  avoidance of doubt, some issues that seem essentially cosmetic may have
  potentially critical impacts and must therefore be Resolved at a higher
  Severity Level (e.g, incorrect UI/copy/text that can cause a legal issue, or
  End User warning and error messages that appear when their conditions

  



 


iii












 


	
  Severity

  	
   

  	
  Definition

  
	
   

  	
   

  	
  are triggered and are
  misleading or incorrect and could lead to End User actions or lack of action
  that might have serious or catastrophic consequences as a result of the
  erroneous message).

  



 


	
   

  	
   

  	
  Notification
  Response Timeline

  	
   

  	
  Restoration
  Timeline

  
	
  Severity

  	
   

  	
  Response
  to

  Initial Contact

  	
   

  	
  Update
  Notifier

  within

  	
   

  	
  Close
  Notification

  Upon Restoration

  	
   

  	
  Restore
  Functionality

  Within

  
	
  1

  	
   

  	
  15 minutes

  	
   

  	
  1 hour

  	
   

  	
  Immediately

  	
   

  	
  2 hours to
  restore

  Internet access.  If

  reindexing and population

  of data is involved, new data

  will be published to site

  within 4 hours.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2

  	
   

  	
  30 minutes

  	
   

  	
  1 hour

  	
   

  	
  Immediately

  	
   

  	
  4 hours to
  restore

  performance.  8 hrs to

  restore log file processing or

  admin access.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3

  	
   

  	
  2 hours

  	
   

  	
  4 hours

  	
   

  	
  Immediately

  	
   

  	
  2 days

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4

  	
   

  	
  4 hours

  	
   

  	
  1 day

  	
   

  	
  Immediately

  	
   

  	
  TBD
  case-by-case; not more

  than 5 days

  



 


2.2         
Preventative Maintenance


 


Aptas will perform preventative maintenance measures
including daily backup in Aptas’ development and testing environments;
installation of software patches, updates and fixes; implementation of
appropriate physical and logical security measures; and such other preventative
maintenance efforts as are typically undertaken by well-managed service
providers providing services similar to the Services Aptas is performing for
Dex to improve the efficiency and reliability of Services and to minimize
ongoing maintenance requirements.


 


Dex will perform an Information Security review with
Aptas, this will be in the form of an Information Security Questionnaire
followed by a site visit and any required meetings between Aptas and the Dex
Information Security representatives. The purpose of the Information Security
review is to determine any Information Security risks and to propose
recommendations for risk mitigation. Additional Deliverables from Aptas may
include (but not limited to), data handling procedures and password policy
procedures.


 


iv












 


2.3         
System Interfaces


 


Subject to Section
11.8 of the Work Order, Aptas shall develop, implement and
maintain all interfaces between the software, services and equipment used by
Aptas to provide the Services and any new and existing systems, including third
party software approved by Dex, temporary or transitional interfaces between
systems, and data conversions as necessary to provide homogeneous systems.


 


2.4         
End User Assistance


 


Aptas shall maintain a knowledge database of
frequently asked questions (“FAQs”)
that will be accessible by End Users with respect to website functionality,
services, errors and similar Content.  Aptas shall provide content
management tools and reasonable assistance to Dex in responding to End User
inquiries.  Aptas shall provide training to Dex personnel on the
development, operation and functionality of the websites as reasonably
requested by Dex.


 


3.            
DISASTER RECOVERY


 


Aptas shall maintain the Aptas disaster recovery and
business contingency plans in effect as of the effective date of this Work
Order and in accordance with Section
12.6.2 of the Agreement, provided that with respect to the
Services performed pursuant to this Work Order, Aptas shall use best efforts to
restore the software, equipment, systems and Services within twenty-four (24)
hours of a disaster declared by Dex.  If any Force Majeure Event described
in Section 12.6 of the
Agreement prevents, hinders or delays Aptas’ performance of the Services (i)
for more than ten (10) days, Dex may terminate the Agreement without payment of
termination charges.


 


4.            
ENHANCEMENT SERVICES


 


Aptas shall perform the enhancement Services described
below for the Existing Website and DODS.  Aptas shall also perform other
enhancement services designated by Dex to the extent such services may be
performed by the Aptas personnel that are then providing Services to the Dex
account.  If a “Milestone Date”
is listed with any Service, Aptas shall deliver the Service or Deliverable by
such Date. Deliverables specifying a Milestone Date in the first quarter of
2005 are works in progress by Dex IT and Indigio.  The Parties acknowledge
that timely completion by Aptas is dependent upon Dex IT and Indigio progress
on such Deliverables and the success of the transition of website development
activity from Indigio to Aptas; notwithstanding such dependencies, Aptas shall
use best efforts to complete such Deliverables by the first quarter of 2005
and, in all events, shall complete such Deliverables no later than the second
quarter of 2005.  If no Milestone Date is listed, the listed Service is
either ongoing or the parties shall determine a Milestone Date in light of the
project objectives.  If Dex rejects any Service or Deliverable, such
Service or Deliverable will be deemed not to have been delivered.  Aptas’
obligations to provide the following Services for the Existing Website will
terminate upon Dex’s final Acceptance of DODS in accordance with Attachment B to Work Order 1.


 


4.1         
Interface Development and Design


 


4.1.1      
Aptas shall
develop, maintain and enhance [***] End User interface and interaction
capabilities, including website design and navigation (e.g., a clean,
consistent design); response times (i.e., to the extent response times are
attributable to the software component of the websites); ease of use (e.g.,
ease of saving End User preferences); communications options (e.g., End User
ability to e-mail search results, make reservations, etc.); capabilities
available (e.g. End User ability to sort or compare), and


 


v












 


maintain and continuously improve listing ranking
logic with the objective of enhancing End User experience and meeting business
goals.


 


4.1.2      
Aptas shall
perform the Services specified above, including the following specific
activities:


 


	
  Site

  	
   

  	
  Deliverable

  	
   

  	
  Milestone
  Date

  
	
  Existing Website

  	
   

  	
  •        Streamline the user interface and remove clutter.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •        Simplify home page layout & navigation to meet
  business goals

  	
   

  	
  Q1, 2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •        Move Refine Search to left and enhance

  	
   

  	
  Q1, 2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •        Reduce header and top navigation to get info above
  the fold

  	
   

  	
  Q1, 2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •        Eliminate unused elements

  	
   

  	
  Q1, 2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •        Stretchable window page design

  	
   

  	
  Q1, 2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •        Support integration and redesign of Advertise with
  Dex

  	
   

  	
  Q1,2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •        Multiple column format for presenting results and
  ads.

  	
   

  	
  Q1, 2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •        Add residential reverse phone directory

  	
   

  	
  Q1, 2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •        Minimize use of intermediate category pages, with
  goal of eliminating them and having results shown.

  	
   

  	
  Q1, 2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •        Assist in developing a robust geo-matching table.

  	
   

  	
  TBD

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •        Simplify/Enhance Listings

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •        Remove buttons from listing, display as text links
  in business profile

  	
   

  	
  Q1, 2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •        Ensure not multiple lines per listing

  	
   

  	
  Q1, 2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •        Link to business profile page for advertisers with
  Content, while maintaining ranking of listings in accordance with current “bought button” placement framework/logic

  	
   

  	
  Q1, 2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •        Prioritize Refine Search attributes per heading

  	
   

  	
  Q1, 2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •        Add Printer friendly page capability

  	
   

  	
  Q1, 2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •        Relevant content shown in listing

  	
   

  	
  Q1, 2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •        Place thumbnails of display ads and links to display
  ad profiles into listing.

  	
   

  	
  Q1, 2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •        Enable metrics for phone number and address viewing

  	
   

  	
  Q1, 2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •        Click to call integration into listing (currently in
  trial)

  	
   

  	
  Q1, 2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •        Add text to Priority Placement ads

  	
   

  	
  Q1, 2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •        Enhance listings with standard Content based on
  heading.

  	
   

  	
  Q3, 2005

  



 


vi












 


	
   

  	
   

  	
  Listed Content will be different based on the type
  of advertiser. For example, in a search for ‘attorneys’ the attributes in
  which an End-User may make a decision may be ‘specialties/focus’ or
  ‘accreditations’. For a ‘dry cleaner’, it’s probably ‘location’.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •        Implement listing ranking logic that recognizes
  commitment to premium listing advertising (i.e., priority placement and
  featured advertiser offerings) for consumer relevant search enhancements.

  	
   

  	
  Q3, 2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •        Enhance Business Profile Pages

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •        Accommodate products (previously buttons) on page

  	
   

  	
  Q1, 2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •        Accommodate for new ads Content and graphics, as
  well as tele-research Content

  	
   

  	
  Q1, 2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •        Multiple-ad scroll list for Business Profiles containing
  multiple Advertisements.

  	
   

  	
  Q1, 2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •        Accommodate for volume of enhanced Content for
  presentation

  	
   

  	
  Q1, 2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •        Enable priorities for presentation of Content by use
  of “Rank and Relevance” or other
  manner of Property-Element aggregation.

  	
   

  	
  Q1, 2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •        Enhance so that a single Business Profile for a
  customer can be used across headings

  	
   

  	
  Q1, 2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •        Support multiple variations of business profile
  pages.

  	
   

  	
  TBD

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •        Enhance business profiles with photos/images

  	
   

  	
  TBD

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •        Enhance geo-search/proximity search results

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •        Showing multiple results on map (map-based search)

  	
   

  	
  Q2, 2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •        Mouse-over business information

  	
   

  	
  Q2, 2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •        Link to business profiles

  	
   

  	
  Q2, 2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •        Apply business rules to affect varying radii for
  searches by heading or business classification, if feasible with Dex’s current
  vendor.

  	
   

  	
  Q3, 2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •        Add Post-Search capabilities

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •        Shopping cart

  	
   

  	
  Q3, 2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •        Saved lists

  	
   

  	
  Q3, 2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •        Stored locations

  	
   

  	
  Q1, 2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •        Add elements of registration/personalization to
  support Post-Search capabilities, as determined appropriate by Dex

  	
   

  	
  Q3, 2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •        Develop ability to compare and contrast different
  advertiser’s Content in a comparison matrix

  	
   

  	
  Q2, 2005

  



 


vii












 


	
   

  	
   

  	
  •        Build/support recycling section

  	
   

  	
  Q2, 2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DODS

  	
   

  	
  •        In addition to those activities specified in Attachment B to this Work Order,
  Aptas will perform the ongoing interface design Services as specified for
  DexOnline above.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •        Phase out “bought
  buttons” for placement framework/logic and continuously improve
  ranking logic to best meet End User needs.

  	
   

  	
   

  



 


4.2         
Content Enhancements and Management


 


4.2.1      
Subject to Dex’s
obligations with respect to Content specified in Section 10 and  the
Content Collection Strategy of the Work Order, Aptas shall (i) advise Dex on
[***] strategies with respect to the development and use of Content to enhance
the End User website experience (e.g., inclusion of End User ratings, listing
background/professional information, maps, directions, etc.) (ii) install,
update, modify and remove Content in accordance with Dex’s instructions, and
(iii) Aptas shall develop, maintain and enhance a [***] category structure.


 


4.2.2      
Aptas shall
perform the Services specified above, including the following specific
activities:


 


	
  Site

  	
   

  	
  Deliverable

  	
   

  	
  Milestone
  Date

  
	
  Existing Website

  	
   

  	
  •        Implement content management system application to
  manage static content (including FAQs).

  	
   

  	
  Q1, 2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •        Implement data/ Content tracking system: for
  tracking source and resolving data collisions and freshness.

  	
   

  	
  Q1, 2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •        Add Content from other sources to searchable Content
  and business profiles

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •        In-column ads

  	
   

  	
  Q1, 2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •        Other Dex ads: awareness, white pages, internet

  	
   

  	
  Q2, 2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •        Tele-Research efforts.

  	
   

  	
  Q1, 2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •        Web site Content from Aptas, and web crawling of
  other web sites

  	
   

  	
  Q2, 2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •        Promotional and coupon content via Aptas partnering
  initiatives

  	
   

  	
  Q2, 2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •        Self-service advertiser Content

  	
   

  	
  Q2, 2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •        Coordinate any base map change with Dex geo-coding
  efforts to address any location abnormalities.

  	
   

  	
  Q1, 2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •        Develop an approach to reduce unnecessary
  disambiguous steps in End User experience, such as asking an End User if they
  meant “Florists—Retail” as the
  category when they searched for

  	
   

  	
  Q2, 2005

  



 


viii












 


	
   

  	
   

  	
  “Florists”

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •        Simplify the current End User-facing Dex category
  structure, mapping existing heading structure to a simpler, more consumer-friendly
  category structure.

  	
   

  	
  Q1, 2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •        Consult with Dex regarding legal issues involving
  ‘sensitive headings’ and modify such headings as directed by Dex.

  	
   

  	
  Q2, 2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •        Revise DexOnline.com Help section

  	
   

  	
  Q1, 2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DODS

  	
   

  	
  •        Add ratings/reference/consumer reviews for specified
  headings

  	
   

  	
  TBD

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •        In addition to those activities specified in Attachment B to this Work Order,
  Aptas will perform the ongoing Content Change Services as specified for
  DexOnline above.

  	
   

  	
   

  



 


4.3         
Search Capabilities


 


4.3.1      
Aptas shall
develop, maintain and enhance [***] search capabilities that reflect
sophisticated Content sort and search refinement functions; return relevant and
comprehensive results; and maintain logical and modifiable default scoping
(i.e., search area) options.


 


4.3.2      
Aptas shall
perform the Services specified above, including the following specific
activities:


 


	
  Site

  	
   

  	
  Deliverable

  	
   

  	
  Milestone
  Date

  
	
  Existing Website

  	
   

  	
  •        Revise advanced search capabilities (improve
  existing presentation and results)

  	
   

  	
  Q1, 2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •        Include government and toll-free data into business
  search results

  	
   

  	
  Q2, 2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •        Continuously decrease the search failure rate from
  the rate achieved by Dex immediately prior to the effective date of this Work
  Order. Conduct a problem analysis for the failures in accordance with Section 2.3 of the Agreement.

  	
   

  	
  Q1, 2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •        Aptas will continuously improve relevancy targeting
  [***] status.

  	
   

  	
  Q1, 2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •        Make Priority Placement searchable and linked to
  listings and business profiles.

  	
   

  	
  Q3, 2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DODS

  	
   

  	
  •        In addition to those activities specified in Attachment B to this Work Order,
  Aptas will perform the ongoing Search Capabilities Services as specified for
  DexOnline above.

  	
   

  	
   

  



 


ix












 


4.4         
Reporting and Metrics


 


4.4.1      
Provide support
and advice to Dex with respect to establishing and implementing [***] reporting
and website metrics, including managing and facilitating the transfer of data
to third party providers.  Aptas will log consumer activity and
incorporate necessary third party reporting and metric provider calls in the
HTML. Aptas will provide reporting and metrics data to Dex through an agreed
upon interface for the purpose of Dex maintaining an Internet reporting
datamart within the Enterprise Information Warehouse.


 


4.4.2      
Aptas shall
perform the Services specified above, including the following specific
activities:


 


	
  Site

  	
   

  	
  Deliverable

  	
   

  	
  Milestone
  Date

  
	
  Existing Website

  	
   

  	
  •        Provide consulting services to Dex designed to
  improve reporting and site metrics.

  	
   

  	
  Q1, 2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •        Subject to Section
  2.3 above, develop, implement and maintain the necessary
  interfaces to third party providers of website reporting and metric services.
  Assist such third parties and Dex as reasonably required to implement
  comprehensive reporting and metric services.

  	
   

  	
  Q1, 2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DODS

  	
   

  	
  •        Research and recommend potential third party website
  reporting and metrics providers with the objective of achieving [***]
  results.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •        Subject to Section
  2.3 above, develop, implement and maintain the necessary
  interfaces to third party providers of website reporting and metric services.
  Assist such third parties and Dex as reasonably required to implement
  comprehensive reporting and metric services.

  	
   

  	
   

  



 


4.5         
Other Enhancement Services


 


	
  Site

  	
   

  	
  Deliverable

  	
   

  	
  Milestone
  Date

  
	
  Existing Website

  	
   

  	
  •        Search Engine Optimization (“SEO”) Enhancements as required by Dex or
  its SEO partners

  	
   

  	
  Q1, 2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •        Home page

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •        Results pages for selected headings and cities

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •        Page title changes

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •        Meta tag additions/revisions

  	
   

  	
   

  



 


x












 


	
   

  	
   

  	
  •        Add viral marketing efforts (email a friend)

  	
   

  	
  TBD

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •        Deploy toolbar

  	
   

  	
  Q4, 2005

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DODS

  	
   

  	
  •        In addition to those activities specified in Attachment B to this Work Order,
  Aptas will perform the ongoing Services as specified for DexOnline above.

  	
   

  	
   

  



 


4.6         
Continuous Improvement


 


4.6.1      
Aptas shall
perform the Services so as to continuously improve the Content, functionality,
operation, appearance, End User experience, and all addressed above in Section 4 for the Existing Website and
DODS.  Aptas shall maintain an active technology and consumer lab
initiative, wherein Aptas will continually prototype, research, and test
enhancements that add incremental value to the Existing Website and DODS. 
For the avoidance of doubt, Changes required to assure the Existing Website’s
and DODS’ status as [***] shall not constitute New Services unless such Change
is applicable to a function Dex is obligated to perform in accordance with Section 10 of the Work Order.


 


Enhancements under this Section 4.6.1 may include, but are not limited to:


 


•             
Continue to evolve search
relevancy algorithm


•             
Include generic web
searching (for failure of basic business searches)


•             
New mapping features
(e.g. business icons, what’s nearby, search by location names such as “Cherry
Creek”, “Red Rocks”, or search near 17th & Blake)


•             
Enhanced
personalization (e.g. likes, dislikes, interests)


•             
Targeted emailing
(e.g. weekly emails to users based on personalization).


•             
Detailed profiling
(i.e. build profiles of users for better targeting; e.g. high end demographic)


•             
Enhanced content
(e.g. promotions, links to relevant web sites in results listings such as
lawyer bios and restaurant reviews, entertainment guides, links to classified,
relevant news articles, etc)


•             
Product shopping
capabilities (e.g. links to eBay, Amazon, etc)


•             
Editorial /shopping
guides


 


4.6.2      
Aptas shall
assist Dex in defining the Dex Standards and in preparing long-term strategic
plans and short-term implementation plans that are consistent with developing
and maintaining a [***] Existing Website and DODS.  The assistance to be
provided by Aptas shall include (i) active participation with Dex
representatives on permanent and ad-hoc committees and working groups addressing
such issues; (ii) assessments of the then-current Dex Standards; (iii) analyses
of the appropriate direction for such Dex Standards in light of business
priorities, business strategies, Aptas’ technical knowledge/expertise and
competitive market forces; and (iv) recommendations regarding technology
architectures and platforms, software and hardware products, technology
strategies and directions and other enabling technologies and processes.


 


4.6.3      
In addition to
third party End User testing specified in Section
1 of Attachment B,
Aptas shall perform on-going End User testing and market analysis to determine
End User


 


xi












 


preferences and feedback with respect to the Existing
Website and DODS.  Such testing shall include online surveys, free-text
feedback, and clickstream data.


 


4.6.4      
Without limiting
the foregoing, the parties acknowledge that following implementation of the
DODS Release 1.0 in accordance with Attachment
B, the enhancements and modifications required to maintain the
DODS status as [***] are expected to involve regular development and releases
of minor releases and to the DODS and major releases to the DODS not less
frequently than semi-annually


 


5.            
ACCEPTANCE TESTING


 


Dex shall perform acceptance testing within seven (7)
business days of the receipt by Dex of any Deliverables, unless otherwise
agreed by the parties in light of the nature or scope of the Deliverable (e.g.,
documents or manuals may be tested over greater than seven (7) business days),
for the Existing Website using testing procedures reasonably designated by
Dex.  Dex shall accept Deliverables that (i) conform in all material
respects to their associated Documentation, work plans, Specifications or other
requirements of the Agreement and (ii) operate continuously without problems
that would likely result in a Severity Level 1 or 2 impact if such Deliverable
were deployed in a production environment.


 


Dex shall notify Aptas in writing of the results of
the acceptance testing within two (2) business days of the conclusion of such
test.   Such notice will indicate either that Dex (i) Accepts the
Deliverables or (ii) rejects the Deliverable.  If Dex fails to notify
Aptas within two (2) business days of the conclusion of such test, Aptas may
refer the issue to the Program Management Committee for resolution.


 


If Dex rejects the Deliverable, it shall include the
following minimum information in the applicable notice:


 


•      A written description of the non-conformance;


 


•      If known by Dex, steps to reproduce the problem (if it
is a Documentation problem, where the problem was found) or nature of the
non-conformance;


 


•      A description of the correct (or expected) result, if
applicable; and


 


•      The severity of the problem discovered.


 


Aptas shall correct any non-conformance identified by
Dex within three (3) days of Dex’s notice of non-conformance.  Upon
resubmission of such Deliverable, Dex shall perform acceptance testing in
accordance with this section.  The parties acknowledge that until Dex
Accepts a Deliverable, the Deliverable will be deemed not to have been
delivered by Aptas.  Aptas shall perform all corrections to rejected
Deliverables without additional charge to Dex.


 


6.            
GOVERNANCE


 


6.1         
Account Managers


 


Dex and Aptas shall both appoint an Account Manager
from each of their organizations.  The Account Managers will represent the
key stakeholders from each organization, oversee the Parties’ relationship, and
manage the Work Order document.


 


6.2         
Program Managers


 


Dex and Aptas shall both appoint a Program Manager
from each of their organizations.  The Program Managers will serve the
role of representing the Product and the Marketing groups and overarching
strategy for the Existing Website and DODS. The Program Manager will also be
responsible for interfacing with the Project Managers.  The Aptas Program
Manager will have overall operational responsibility for Aptas’ performance of
the Services.  Dex’s Program


 


xii












 


Manager will have authority to approve Change Requests
unless another Dex representative is required according Dex Policies.


 


Subject to Dex’s approval, Aptas will be responsible
for the overall management for (i) the maintenance and enhancement of software
and (ii) delivery, presentation and, as designated by Dex, collection of data
and Content for the Existing Website and DODS.  Subject to Dex’s interview
and approval, Aptas shall appoint a manager (the “Program Manager”), that will have primary responsibility for
coordinating all ongoing project work conducted by Aptas, Dex, and other third
parties contributing to such sites’ software solution. The Aptas’ Program
Manager shall perform the following:


 


•      Project Planning


 


•      Define work requirements


 


•      Define quantity and quality of work


 


•      Define resources needed (i.e., Aptas, Dex and third
party resources)


 


•      Develop project schedules


 


•      Prepare the project plan(s)


 


•      Manage Aptas’ compliance with Dex’s Change processes
and procedures and coordinate Aptas’ provision of support services to enable
the parties to consider Change Requests


 


•      Obtain Dex approval of project plan(s), schedules and
Change Requests


 


•      Track progress


 


•      Compare actual to predicted cost/schedule/quality/size


 


•      Analyze impacts


 


•      Identify risk areas, mitigation strategies, and make
adjustments, subject to Dex approval


 


•      Ensure compliance with Performance Standards, if any


 


•      Identify project issues and implement corrective measures


 


•      Lead project review meetings


 


•      Prepare project status reports


 


•      Identify Deliverable Credits, if any


 


6.3         
Project Managers


 


Dex and Aptas shall each appoint a Project Manager
from each of their organizations.  The Project Managers will be
responsible for representing Dex and Aptas technical needs, resources, and
scheduling.  The Aptas Project Manager will assist the Aptas Program
Manager in tracking and reporting on the status of projects.  Aptas shall deliver
all reports in an electronic format acceptable to Dex.


 


xiii












 


6.4         
Program Management Committee


 


The parties shall establish a Program Management
Committee that will have operational oversight responsibility for Aptas’
performance under this Work Order.  Such committee will be comprised of
(i) Dex’s Program Manager and Project Manager, (ii) Aptas’ Program Manager and
Project Manager, and (iii) such other Dex and Aptas personnel as
required.  The Program Management Committee will meet weekly or as otherwise
designated by Dex.  Aptas’ Program Manager shall be responsible for
coordinating, notifying the appropriate attendees, and ensuring that each
meeting takes place according to the schedule, and shall record and distribute
minutes of each meeting within three (3) business days of the conclusion of
each meeting.  These meetings shall include, but not be limited to: 
strategy, performance status updates, schedule updates, cost status, inspection
status, Program Trouble Report (PTR) status, Innovation Report creation and
status, Changes Request consideration, tracking, and scheduling, and open
issues/action items.  To the extent required by Dex, Aptas shall employ
the project methodology consistent with the methodology specified in Section 5 of Attachment B to Work Order 1  in the performance of the
Enhancement Services specified in Section
4 above. The Dex and Aptas Program Managers shall report on all
activities of the Program Management Committee to the Executive Steering
Committee.


 


6.5         
Executive Steering Committee


 


The parties shall establish an Executive Steering
Committee that will:


 


•      Provide product plan decision making to achieve [***],


 


•      provide overall business oversight,


 


•      ensure the alignment and development of the Dex
Standards, strategic plans, and continuous improvement, as described in Section 4.6 above,


 


•      ensure Aptas’ performance of the Services.


 


The existence and authority of the Executive Steering
Committee shall not limit or restrict the ability of Dex to exercise its rights
under this Work Order, including Dex’s right and ability to provide approvals
and directions respecting performance of the Services.  Such committee
will be comprised of (i) Dex’s vice president of Internet, Account Manager, Program
Manager, and Project Manager (ii) Aptas’ CEO, Chief Marketing Officer (“CMO”), Vice President of Technology,
Account Manger, Program Manager, Project Manager and (iii) such other Dex and
Aptas personnel as required.  The Executive Steering Committee will meet
monthly or as otherwise required by Dex.  Aptas’ Program Manager shall be
responsible for coordinating, notifying the appropriate attendees, and ensuring
that each meeting takes place according to the schedule, and shall record and
distribute minutes of each meeting within three (3) business days of the
conclusion of each meeting.


 


6.6         
Project Management and Issues Tracking


 


Aptas shall promptly create tickets, update status,
complete reports and otherwise facilitate the publication and transfer of
project management and issues tracking information as designated by Dex via the
project management and issues tracking websites provided by Dex.


 


xiv












 


[***]
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.


Execution Copy


 


Dex — Aptas


 


 


Work Order Number
Two


 


Attachment B


 


 


Development and
Implementation Services


 


for


 


DexOnline
Destination Search Website


 


(Release 1.0 and
[***] Evolution)


 


 


Dex Proprietary
Information


Work Order No. 2,
Attachment B


 












 


Table
of Contents


 


	
  1.

  	
  Development and
  Implementation Plan GOALS AND OBJECTIVES

  	
  1

  
	
   

  	
  1.1.

  	
  Overview

  	
  1

  
	
   

  	
  1.1.1.

  	
  Performance of
  Development and Implementation Services

  	
  1

  
	
   

  	
  1.1.2.

  	
  Development and
  Implementation Plan

  	
  1

  
	
   

  	
  1.2.

  	
  project overview

  	
  2

  
	
   

  	
  1.2.1.

  	
  Pilot Destination
  Search (DS) Phase

  	
  2

  
	
   

  	
  1.2.2.

  	
  Beta Destination Search
  (DS) Phase

  	
  3

  
	
   

  	
  1.2.3.

  	
  DODS Design Phase

  	
  4

  
	
   

  	
  1.2.3.

  	
  DODS Design Phase

  	
  4

  
	
   

  	
  1.2.4.

  	
  DODS Implementation
  Phase

  	
  4

  
	
   

  	
  1.2.5.

  	
  Project Plan

  	
  5

  
	
   

  	
  1.3.

  	
  Functionality requirements OF RELEASE 1.0.

  	
  5

  
	
   

  	
  1.3.1.

  	
  Baseline DODS Release
  1.0 Functional Specifications

  	
  5

  
	
   

  	
  1.3.2.

  	
  Threshold DODS Functionality

  	
  12

  
	
   

  	
  1.4.

  	
  DODS Success Criteria and Philosophy

  	
  13

  
	
   

  	
  1.4.1

  	
  Candidate Success
  Criteria

  	
  13

  
	
   

  	
  1.4.2

  	
  Philosophy Candidate
  Functionality

  	
  14

  
	
   

  	
  1.5.

  	
  Provision for [***]
  Evolution (Post Release 1.0)

  	
  20

  
	
   

  	
  1.6.

  	
  Functionality
  requirements OF RELEASE 1.0.

  	
  21

  
	
   

  	
  1.6.1.

  	
  Additional Enhancements

  	
  21

  
	
   

  	
  1.6.2.

  	
  DODS Quality Success
  Criteria

  	
  22

  
	
   

  	
  1.6.3.

  	
  Performance

  	
  23

  
	
   

  	
  1.6.4.

  	
  Failure to Meet
  Development and Implementation Milestones

  	
  23

  
	
   

  	
  1.6.5.

  	
  Right to Suspend or
  Delay

  	
  23

  
	
   

  	
  1.7.

  	
  DEsign & IMplementation Technical requirements
  & principles.

  	
  24

  
	
   

  	
  1.7.1.

  	
  High Level Technical
  Requirements

  	
  24

  
	
  2.

  	
  IMPLEMENTATION PERIOD
  AND SCOPE (Release 1.0)

  	
  24

  
	
   

  	
  2.1.

  	
  IMPLEMENTATION PERIOD

  	
  24

  
	
   

  	
  2.2.

  	
  IMPLEMENTATION SCOPE

  	
  24

  
	
   

  	
  2.2.1.

  	
  Data/Database
  Conversion/Transition

  	
  24

  
	
   

  	
  2.2.2.

  	
  DODS Acceptance Test
  Plan

  	
  25

  
	
   

  	
  2.2.3.

  	
  DODS Acceptance Process

  	
  26

  
	
   

  	
  2.2.4.

  	
  Training Support and
  Training

  	
  26

  
	
   

  	
  2.2.5.

  	
  Required Environments
  for Development and Implementation of DODS

  	
  27

  
	
   

  	
  2.2.6.

  	
  Existing Website
  Archival/Decommissioning

  	
  27

  
	
  3.

  	
  DEPLOYMENT &
  IMPLEMENTATION MANAGEMENT

  	
  28

  
	
   

  	
  3.1.

  	
  DODS TEAM

  	
  28

  
	
  4.

  	
  project Timeline

  	
  28

  
	
   

  	
  4.1.

  	
  Project Plan - Major
  Development and Implementation Activity and Phases Timeline.

  	
  28

  
	
  5.

  	
  Performance of
  Development and implementation services

  	
  31

  
	
   

  	
  5.1.

  	
  aptas project methodology.

  	
  31

  
	
   

  	
  5.1.1.

  	
  Aptas’ Project
  Methodology

  	
  31

  
	
   

  	
  5.1.2.

  	
  Aptas’ Project
  Methodology — Process Steps.

  	
  33

  
	
   

  	
  5.1.3.

  	
  Project Management
  Website.

  	
  35

  
	
   

  	
  5.2.

  	
  Project Plan - KEY
  project ACTIVITIES AND Deliverables.

  	
  35

  
	
  6.

  	
  Warranty

  	
  50

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


i












 


WORK
ORDER NUMBER TWO


 


ATTACHMENT
B


 


DEVELOPMENT
AND IMPLEMENTATION SERVICES


 


This is Attachment
B to Work Order Number Two (the “Work Order”) to the Professional Services and License
Agreement, dated June 27, 2003 by and between Dex and Aptas (the “Agreement”).   Capitalized terms
not otherwise defined in this Attachment shall have the meanings given them or
provided for in the Work Order.


 


1.            
DEVELOPMENT AND
IMPLEMENTATION PLAN GOALS AND OBJECTIVES


 


1.1.        
OVERVIEW


 


This Attachment provides for the development and
implementation of the DexOnline Destination Search website (the “DODS” or “New
Website”) which shall replace the Existing Website.  Following
Dex’s replacement of the Existing Website with the DODS, Aptas shall continue
maintain and enhance the DODS, in accordance with Attachment A, including provision for regular enhancements
and releases as necessary and appropriate to maintain the [***] status of the
DODS.


 


1.1.1.      Performance of Development and
Implementation Services


 


The Services described in this Attachment (the “Development and Implementation Services”)
constitute Services under the Agreement in accordance with Section 1.3 the Agreement and Aptas
shall provide and perform the Deliverables described herein in accordance with
the terms hereof and the Work Order.  If any services, functions or
responsibilities not specifically described in this Attachment are an inherent,
necessary or customary part of the provision or performance of the Development and
Implementation Services, they shall be deemed to be included within the scope
of the Development and Implementation Services to be delivered or performed by
Aptas, as if such services, functions or responsibilities were specifically
described herein, unless such service, function or responsibility was expressly
excluded or reserved for performance by Dex.


 


Dex will perform those tasks which are designated
herein to be Dex’s responsibility, provided that, Dex shall not be required to
perform tasks related to the Development and Implementation Services that are
not set forth herein, other than those functions or responsibilities which are
an inherent, necessary or customary part of the tasks which are designated to
be Dex’s responsibility herein.


 


1.1.2.      Development and Implementation Plan


 


This Attachment provides for the material transition
tasks, projects and Deliverables to be performed in connection with the
development and implementation of the DODS, and the dates by which each is to
be completed.  This Attachment identifies, among other things, (i) the
development and implementation activities to be performed by Aptas and the
significant components and subcomponents of each such activity, (ii) the
Deliverables to be completed by Aptas, (iii) the date(s) by which each such
activity or Deliverable is


 


1












 


to be completed, (iv) the contingency or risk
mitigation strategies to be employed by Aptas in the event of disruption or
delay, (v) any development and implementation responsibilities to be performed
or development and implementation resources to be provided by Dex, and (vi) a
Project Plan as defined in Sections 1.2.5
identifying specific development and implementation activities to be performed
by Aptas during the period of the performance of the Development and
Implementation Services.


 


1.2.        
PROJECT OVERVIEW


 


The primary goal of the Development and Implementation
Services is to develop and deploy the DODS on an open and robust
architecture.  Successful implementation of the DODS through the
Development and Implementation Services will provide Dex (when installed and
operating on the Dex Production Environment as provided hereunder) with a fully
operational DODS offering the functionality described in this Attachment and
the applicable Specifications and meeting the Service Levels. This will enable
Dex and its affiliates to operate more efficiently and effectively in an
increasingly competitive market.  When the Development and Implementation
Services are complete, Dex will have a [***] Internet Yellow Pages and Local
Search destination search capable website that retains the full key
functionality, as requested by Dex, of the Existing Website (including the
enhancements thereto contemplated in Attachment
A), including capability comprised of new product concepts that
complement the development of the Aptas Directory Knowledge Base (“DKB”) in the key areas of Internet Search
Consumer Application layers to provide deep content, rich user experience and
continually improving methods of engaging, informing and assisting End Users in
their regular and occasional local shopping experiences, as further detailed in
the Aptas Executive Proposal to Dex Media, dated July 27, 2004 and entitled A
Private Label Partnership for Online YP Services (the “Proposal”) and the Aptas white paper, dated
November, 2004 and entitled Destination Search: A New Paradigm for the Future
of Local Search (attached to the Work Order as Appendix 2) (such capability referred to herein as “Destination Search”).  The DODS will
significantly differentiate Dex from other Internet yellow pages, search
engines, and portal services, and form the foundation of substantial growth in
Organic Traffic Queries.  Furthermore, the DODS will deliver [***]
Internet web site performance and scalability, as required to meet the demands
of Dex.


 


Using a phased approach with incremental Deliverables,
including: the Pilot (as defined and describe in Section 1.2.1, below)
and Beta (as defined and described in Section 1.2.2, below), the
Development and Implementation Services (including all current and new required
functionality, reporting and system integration, as specified in this
Attachment) will be completed so that the DODS is operational and ready for
implementation no later than January 1, 2006.


 


The development and implementation of the DODS will be
undertaken through a phased approach, described in greater detail below,
involving the following phases:


 


•      Pilot Destination Search (DS) Phase


 


•      Beta Destination Search (DS) Phase


 


•      Design Phase for DODS


 


•      DODS Implementation Phase


 


These major phases of activity are described in
greater detail below.


 


2












 


1.2.1.      Pilot Destination Search (DS) Phase


 


In the Pilot DS Phase, Aptas will further define and
refine the business and technical requirements beyond the functionality and
other descriptions described and contained in Exhibit 1. During this phase, Aptas will develop and
implement the Pilot DS website (also referred to as the “Pilot”).


 


This Pilot is intended to acquire quantitative
feedback concerning consumer facing functionality from a large number
(statistically reliable and demographically/geographically representative of
the online local search End Users) of End Users under controlled access to a
non-scalable version of Beta DS, which will include all material functionality
of DODS.  The Pilot will be robust: it will have large body of test
data.  The content will be from Aptas collected data in the Boulder
market. The Pilot will perform well.  The Pilot will not scale and will
not meet production performance standards, but it will provide all Beta DS
functionality (including as described and defined in Exhibit 1) required to obtain reliable
End User feedback.


 


Aptas will conduct End User testing on and in
connection with the Pilot DS website. Such testing will direct observation and
interviewing of End Users recruited by an outside consumer testing firm. Aptas
will also use a consumer testing firm to recruit a large sample of End Users
that is a statistically significant sample that mirrors the Dex In-Region
demographics to test the Pilot DS website. The Pilot DS website will be a
controlled access website available to a limited (but meaningful and adequate)
number of End Users.  For larger End User groups, as appropriate, consumer
testing will be provided by online surveys, free-text feedback, and clickstream
data.  These same type of feedback systems will be used to conduct
consumer testing on all DS components. The Pilot will be a closed access system
available to a limited number of Dex stakeholders (employees and Dex
advertisers).


 


1.2.2.      Beta Destination Search (DS) Phase


 


In the Beta DS phase, Aptas will further define and
refine the business, and technical requirements building on the activities and
knowledge gained from the Pilot.  During this phase, Aptas will develop
and implement a Dex branded Beta DS website (also referred to as the “Beta”) which Dex will actively market to
ensure sufficient traffic is engaged to support End User behavior/consumer
learning.  The Beta DS website will, at a minimum, include all business
listings and all related content (yellow pages ads, websites, business profile
pages, etc.) available on the Existing Website.  The Beta DS website will
offer both the full functionality and scalability of DS.


 


The Beta will run for a minimum of three (3) months
with intensive testing, iteration and refinement in order for Dex and Aptas to
continue learning and for Aptas to effectively design a scaled implementation
plan for the DS.  During this phase, Aptas will continue the End User
testing activities for the Beta as was undertaken for Pilot during the Pilot DS
phase.


 


Within sixty (60) days of the Beta launch, Aptas will
identify and solve Dex concerns regarding traffic recognition and reporting
(for both future and to compare to historical traffic reports).  Aptas
will run logs of search terms through the Beta to compare result pages and
advertiser impressions between Existing Website and Beta DS to acquire data to
assist Dex in its strategies to transition to DODS.  Aptas will provide
raw logs to Dex on an agreed upon schedule in addition to reports generated
from Aptas


 


During this phase, Aptas will operate a closely
coordinated team effort with Dex, to ensure the learning value is shared, and
to ensure both parties are committed to gaining the knowledge, including, but
not limited to, reporting and comparison of Beta results and advertiser
impressions against the Existing Website, from which will drive the plan for
scaled implementation.  During the Beta Phase, Aptas will devise a
technical development and integration plan for Dex advertiser products and Dex
ad-based business rules into the DODS.  This Plan will be developed to
ensure that scaled implementation of DODS in the first quarter of 2006 does not
jeopardize Dex’s internet revenues.  Should market conditions demand the
acceleration of the


 


3












 


DODS launch, Aptas and Dex shall work together to
establish mutually agreeable restructuring of release dates.


 


Aptas will conduct End User and Dex advertiser testing
throughout the Beta DS phase in a manner consistent with that undertaken during
the Pilot DS phase.  These initiatives and their results will be shared
with Dex.  During the Beta phase, Aptas will create new reporting
requirements to ensure the capture of pertinent data for DODS analysis,
including unique visitors, successful searches, failed searches, traffic
referral sources, top matching headings, searches performed by geographic area,
and use of post-search components.  Such reporting and metrics will
support Dex internal reporting requirements for sales and marketing, as well as
integrate or replace proprietary reporting systems, including provision for
appropriate data tagging and collection by Aptas and delivery to the Dex data
warehouse in a compatible form for comprehensive marketing analysis. 
Additionally, Aptas will provide such data in a format as defined by Dex to
reflect and compare against Dex’s historical metrics.


 


1.2.3.      DODS Design Phase


 


In the Design phase, Aptas and Dex will further define
and refine the business, and technical requirements.  During this phase,
Aptas, with cooperation and collaboration from Dex, will develop the high level
“most often” executed End User scenarios in the interactive design that meets
specifications and requirements definition, which Aptas will follow in defining
the Project solution architecture.


 


The purpose of the Design phase is to lay the
groundwork in preparing for the DODS by developing an architecture designed to
withstand many business changes through the delivery of the solution releases
and beyond.  Design phase will move the focus from business requirements
to the solution’s technology strategy, addressing the global, architectural issues
that affect all the releases.  The standards, guidelines and architectural
work products developed in the Design phase are designed to help minimize long
term development cost and time by reducing rework from release to release.


 


Aptas will be responsible for the design work for all
phases of development of the DODS.  The design for DODS will continually
evolve based on the Aptas design process, user research and usability testing,
as well as Dex business requirements.  Aptas will provide Dex with design
checkpoints and Dex will have final approval of the design for the DODS. 
Aptas has created a multi-phase, user-centered design process that facilitates
user interface design as well as engineering requirements and testing
protocols.  The process begins with a general segmentation of the users of
the DODS and ends with specific use cases for the DODS and associated
artifacts.  There will be checkpoints (and Deliverables) at the end of
each phase and subject to final approval from Dex.


 


1.2.3.      DODS Design Phase


 


In the DODS Implementation Phase, Aptas will complete
the development, integration, testing and successful deployment of the
production ready DODS for the entire 14-state territory of Dex and
nationwide.  The DODS will have the full feature functionality set
associated with the Existing Website.  The DODS will include business
listings and related content (Yellow Pages ads, websites, etc.).  The DODS
will also extend the User Interface to support Residential, Government and Toll
Free Lookups through access to existing Dex owned and operated databases, which
includes third-party data sources.


 


1.2.4.      DODS Implementation Phase


 


The DODS implementation phase will include the
following sub-phases:


 


4












 


1.2.4.1.   Build Cycle


 


In the Build Cycle, Aptas will develop the DODS. 
This is an iterative sub-phase with each build cycle containing several
incremental programming and testing cycles.  Aptas will perform an
assessment of business conditions and validation of the release strategy before
the construction of the release.  This provides an opportunity to adjust
the design and release strategy to respond to changing business conditions.


 


1.2.4.2.   Test Cycle


 


In the Test Cycle, Aptas will test the DODS, and
support Dex’s testing activities, including conducting the DODS Acceptance Test
Plan.


 


1.2.4.3.   Deployment and Final
Transition


 


In the deployment sub-phase, Aptas will manage the
roll out of the DODS resulting in a production website (Go Live).  During
this phase Aptas will perform the transition related activities.


 


As part of the transition, Aptas will migrate existing
End User login accounts from the DOE to the DODS.


 


1.2.4.4.   Archiving and
Decommissioning Existing Website


 


Aptas will assist Dex in the archiving and
decommissioning of the Existing Website in accordance with Section 2.2.6 below.


 


1.2.5.      Project Plan


 


The high level project plan (including outline of the
applicable time periods) is set forth in Section
4 below and the detailed project plan (including key project
activities, Deliverables and milestones) is set forth in Section 5.2 below (collectively, the “Project Plan”).  The Project Plan
currently constitutes a high level listing of major tasks involved in the
Development and Implementation Services, with the start dates and durations for
each task and major Deliverables associated with each. Aptas will maintain and
further develop the Project Plan (using Microsoft Project 2003), incorporating
supplements and modifications to the Project Plan, which are developed by
Aptas, but in all cases subject to the final approval of Dex.  Without
limiting the foregoing, there shall be no change in the Development and
Implementation Milestones (as defined in Sections
1.6.3 and 1.6.4
below) without the express written approval of Dex.


 


1.3.        
FUNCTIONALITY
REQUIREMENTS OF RELEASE 1.0.


 


1.3.1.      Baseline DODS Release 1.0 Functional
Specifications


 


This section defines the DODS Release 1.0
functionality.  Aptas will develop and deliver to Dex for its approval a
fully detailed set of user interface specifications for the DODS.  
Aptas will fully update the specifications to reflect any modifications and
changes to the functional specifications for the DODS including any such
modifications and changes that may be required to ensure DODS’ maintenance of
[***] status (all of which shall be subject to Change requirements as provided
in Section 6 of the Work
Order).  Without limiting the foregoing, the DODS user interface
specifications will include representative screen shots for the DODS.


 


5












 


Enhancements and improvements shall be available to
Dex for incorporation into the DODS pursuant to Attachment A.  Additionally, DODS functionality will
be adjusted as directed by Dex to (a) maintain and grow its existing internet
revenue and advertiser product commitments and (b) meet the need of Dex’s sales
force to sell by category (e.g., attorneys, restaurants, physicians) and
geography comparable to its print directories.


 


1.3.1.1.   [***] Start Page


 


This is the start page for the DODS.  In addition
to branding and legal information, this page will include the following active
components.


 


•      [***] Query Components


•      What is a text box allowing free text query.


•      Where is a text box allowing free text indication of a
location by city, state, zip code or place name.


•      When is a controlled interaction component (such as a
pull-down menu) that will enable search in hours of operation.


•      Sign-In is a link to a login page for registered
users.


 


1.3.1.2.   Listings


 


This is the page of the DODS that provides the
listings to the End User produced through the End User’s search.   It
contains the following:


 


•      Main search results business listings (center of the
page)


 


•      [***]


 


6












 


•      Priority placement ads


•      An area of the screen will be dedicated to displaying
special advertiser listings that are relevant to the current search.


•      These ads will most likely be text based (usability
testing has shown that text based ads are more likely to be clicked).


•      Search radius will respect Dex sales’ geographies.


 


•      Single banner ad area


•      An area of the screen will be dedicated to displaying
a single banner ad (468 x 60 IMU - Full Banner as defined by IAB standards)


•      This banner can contain rich internet content (Flash,
etc.)


 


1.3.1.3.   Detail


 


The Business Detail Page is linked from the Listings
Page and provides additional detail on the individual business.


 


•      All basic information about the business (name,
address, phone number)


 


•      Graphics/logo related to the business


 


•      YP ad thumbnail (click to view full size ad in
daughter window).


 


•      Links to additional business contact info – e-mail
address, website, fax number, etc.


 


•      Map displaying the business


 


•      Functionality to search nearby the business


 


•      Functionality to get directions to/from the business


 


•      Functionality to add the business to Cart


 


•      Business detail page may contain links to additional
content such as menus for restaurants and bios for attorneys.


 


1.3.1.4.   Refinement


 


Refinement enables users to reduce the list of
business listings returned in the search results.  On the Search Results
page, the user will be able narrow the list of results in the following ways:


 


What.  The user will be able to narrow the search
results list using a selection of meaningful properties for the type for
business. For example, if the user searches for restaurant, he will be able to
narrow the results list by cuisine since cuisine is one of the highest ranked
properties of restaurants.


•      The system will let the user know how many results are
available for each property. For example, the system will display “Mexican
(15)” on the results page to indicate that the user will see 15 Mexican
restaurants if he narrows by the cuisine Mexican.


•      Number and type of refinements will vary by category
by the ontology (e.g., brands, products, hours of operation, type of payments
accepted).


 


7












 


•      The user will be able to narrow the search results
list by the first letter of the business name. For example, the user will be
able to show only search results beginning with the letter N.


•      The system will let the user know how many results are
available for each letter of the alphabet. For example, the system will display
“N (7)” to indicate that the user will see 7 business listings if he narrows by
the letter N.


When.  The user will be able to narrow the search
results list by hours of operation.


•      The user will have the following options for narrowing
the search:


•      Open now


•      Open late


•      Open Sundays


•      Open 24 hours


•      Show all businesses (hours of operation doesn’t
matter)


•      The options may be constrained by the interface and
availability of content.


Where.  The user will be able to narrow the search
results list by distance from center of search area (search radius).


•      Choices will be:


•      1 mile


•      5 miles


•      10 miles


•      15 miles


•      25 miles


•      50 miles


•      The default search radius will be determined by the
geographic area being searched. For example, the system will use a larger
search radius in rural areas than in urban areas.


 


1.3.1.5.   Mapping


 


Mapping capabilities cover the following items. Final
inclusion of any of these items is subject to usability and technical testing
results:


 


•      The user will see their results initially on a small
version of the map on the results Listings page


•      The user can choose to view their results on a larger
version of the map


•      This larger map is accompanied by that results list in
an abbreviated format


•      The larger map format will have the following
functionality


•      Continuous pan and zoom


•      Continuous zoom could be implemented with a slider


•      Continuous pan will be implemented with directional
tools located on the map


•      Rollover of business’ node on map will highlight that
business’ name in the abbreviated results list to the side of the map


•      Rollover of a business’ text listing will highlight
the business’ map node


•      Rollover listing node will reveal a pop out window
with additional information about that listing, possible content could be:


•      Business Name


•      Business Phone Number


•      Business Address


•      Link to Website


•      Link to Detail Page


•      Link to Save to a List (Cart)


 


8












 


•      Link to Get Directions


•      Find Nearby - the capability to generate a new search
of other businesses with different criteria from the original search and add
those results to the map that are geographically near the original results set


•      The user can print a version of the large map


•      The user can email the larger map along with the text
of the results listings


•      The large map will have a legend or Map Key


 


1.3.1.6.   Cart


 


This functionality allows the User to save individual
result listings and compile their own list


 


The Cart (My List) includes the following
functionality. Final inclusion of any of these items is subject to usability
and technical testing results:


 


•      [***]


 


1.3.1.7.   Compare


 


This functionality allows Users to add multiple result
listings to a “Compare” view. Compare includes the following functionality.
Final inclusion of any of these items is subject to usability and technical
testing results:


 


•      [***]


 


9












 


1.3.1.8.   Search


 


This section describes the search functionality and
operation to be delivered.


 


•      Search Requests:


•      Users can search by any combination of product, service,
business name, any known associations (like BBB or IEEE), and other keywords


•      Users can search using any of a set of recognized
formats for location


•      Users can request phrase searches


•      Users can specify “when” to filter by business hours
of operation


•      Match Flexibility:


•      System performs spelling correction


•      System performs lemmatization


•      System interprets geo-specification


•      Synonyms supported for DKB terms


•      Punctuation normalization


•      Search locations are always geo-coded to a
center-of-search.


•      Search Attempt Sequencing:


•      Search proceeds in 4 stages,


•      query against the matched, Relevant-tagged terms.


•      query against all matched terms


•      query against all ad text


•      query for ontology matches


•      Additional Relevance Boost Logic:


•      boost matches on business name


•      boost category matches


•      boost based on business listing- or category-
popularity


 


10












 


•      boost by geo proximity


•      boost primary property matches


•      boost for linguistic proximity


•      boost retail above repair above rental


•      boost based on size of print ad image, aged out over
time by popularity data


•      boost exact above phrase above proximity match


 


1.3.1.9.   End User Profile


 


•      The user will be able to create a sign-in name and
password by providing a minimal set of information:


•      Email address


•      Zip Code


•      Password


•      Specify whether or not the user wants the system
automatically sign him in when using DODS on that computer.


•      The user will be able to change all settings in his
personal account:


•      Email address


•      Zip Code


•      Password


•      Whether the system should automatically sign the user
in.


•      If the user forgets his password, he can request that
the password be reset. The system will notify the user of the new password via
email.


•      If the user registers with the DODS website and signs
in, then the user can create and access saved locations (for example, “home”
and “work”).


•      If the user signs in from a different computer, then
the contents of the user’s list will be available. For example, if the user
adds items to his list from his computer at home, and then signs in using his
computer at work, the items that he added to his list while at home will
display.


•      The user will be able to indicate that he is using a
public computer so that the system will not sign him in automatically next time
someone opens the DODS website from that public computer.


 


1.3.1.10.    Analytics


 


•      Number of impressions a business received;


•      Number of clicks on a business listing;


•      Number of clicks on a business’ individual ad product;


•      Consumer behavior regarding the features and functionality
of the service.


•      The DODS will be able to cookie and track End Users
based on predefined requirements


•      The DODS will be able to perform search analysis and
monitor what End Users put in and take out of cart.


•      The DODS will be able to measure/track:


•      The speed at which End User’s end session.


•      The percentage of error pages (and type of errors)
that are produced while End Users are browsing and/or completing online
transactions. The error report will be by market, category and page type (for
example, the ability to tell the percentage of people saw an error page from
the attorneys in Denver, CO category or cart page).


 


11












 


•      End User tool usage (for example, are people using
email or print option, if so how many and for what categories).


 


1.3.1.11.    Interfaces


 


As of the date of this Work Order, the following
systems and/or services have been identified as necessary for the interfacing
operations with DODS.  As part of the Development and Implementation
Services, Aptas will be responsible for the development of interfaces between
the DODS and these systems and/or services and any other interfaces deemed
appropriate for the DODS as directed by Dex:


 


•      Search Engine Optimization and Search Engine Marketing
implementations most be included for seamless transition from Existing Website
to DODS.


•      Content Management system.


•      Amdocs


•      Interland


•      Aptas (Ad Knowledge Services)


•      Site Metrics Analysis package and other web analytical
services — Omniture (or successor service provider(s), allowing for access
to/delivery of data for analysis, data mining, etc.)


•      End User Surveys


•      Dex Internal systems


• Dex to Aptas listings data


• Dex to Aptas Graphics files


• Dex to Aptas Reference Data (Headings, Cities, etc.)


• Dex to Aptas Content Update


• Aptas to Dex Data Engine


• Aptas to Dex Ad Update data


• Aptas to Dex Hyperlinks (AWD, DexMedia.com, others to follow)


• Aptas to Dex Enterprise Data Mart


• Aptas to Dex Kana forms


• Aptas to Dex Active Directory (for user login)


• Aptas to Dex Affiliates


• Aptas to Dex Ad Providers (DoubleClick)


• Aptas to Dex Surveys (Foresee)


• Aptas to Dex Portal (dashboards)


 


1.3.2.      Threshold DODS Functionality 


 


The DODS will include, and provide functionality and
operation constituting it as [***], and shall further meet the following:


 


•      the DODS will possess the full Existing Website
functionality (unless otherwise expressly approved by Dex), including the
functionality referenced and/or provided for through the enhancements described
in Attachment A.


•      the DODS will possess the full Existing Website
integration with other systems, including the systems integrations referenced
and/or provided for in Attachment A
and within this Attachment.


•      End User query response time that will meet or exceed,
in all events, [***], but in no event be less than [***] response time.


•      The DODS will function to minimize failed search
rates, which in all events will be lower than the Existing Website experience,
less than other comparable Internet Yellow Pages/Local Search online
properties, and shall achieve and maintain [***] Status, but in no event
experiencing a


 


12












 


failed search rate exceeding [***] for Valid Searches
(as defined in Attachment D, Exhibit 1).


•      The DODS uptime will, measured by calendar month equal
or exceed 99.5%, excluding for purposes of such measurement downtime
attributable to components for which Aptas is not operationally responsible.


•      The DODS will otherwise meet and conform to the
Performance Standards.


 


In addition to the foregoing and the functionality
described below, Aptas will ensure that the DODS functionality meets and
retains [***] functionality requirements and expectations through utilization of
Labs and hiring and retaining industry experts and remaining current on
literature and industry publications and ratings respecting [***] functionality
and operation.


 


1.4.        
DODS SUCCESS CRITERIA
AND PHILOSOPHY


 


1.4.1 Candidate Success Criteria


 


The business success criteria for the Development and
Implementation Services and the DODS forms the basis for the functional
requirements which are jointly developed by Aptas and Dex and in all cases
subject to the final approval of Dex.    Business success will
also be impacted by Dex based on their decisions in general Dex business
decisions, advertiser relationships and deployment of Dex marketing resources.


 


DODS will be on a frequent and aggressive product
enhancement cycle that will ensure that it is consistently rated as [***] in
the industry.  DODS will ultimately be measured in its ability to grow OTQ
and serve as a strong advertising revenue growth vehicle that best matches
advertisers with customers.  DODS will be [***], based upon an aggregated
assessment of DODS including the following criteria:


 


•      [***]


 


13












 


1.4.2 Philosophy Candidate Functionality


 


The following is a summary of certain of the major
functionality and components of DODS (which may be supplemental to those
described in Section 1.3.
above).  Aptas, working with Dex, will develop a complete understanding of
these features and functionalities and provide for their incorporation into the
DODS under the direction of the Executive Steering Committee.


 


The following describes the philosophies and vision of
Aptas’ Destination Search.


 


1.4.2.1           
[***] Start Page


 


Delivering the most relevant local search results
requires discerning the most relevant context to a consumer’s search
query.  Local search relies upon determining the relevant geographic
context for an inquiry (what and where).  Differentiating local search
from other offerings requires continuous articulation along these dimensions
(product, service, or business; within an area, around a location, between two
points).  One dimension that has not been fully explored by other
offerings is the “time” dimension.  The simple case is finding businesses
that are “open now”.  Articulation will be continued in this dimension
(open during an event, open around the holidays).


 


14












 


1.4.2.2           
Listings Page


 


Many offerings provide “one size fits all” results,
typically a text listing with relevant textual context for a keyword. 
More competitive offerings provide more structured results for differentiating
listings from one another using content such as price and ratings. 
Differentiating from such offerings requires more articulation in both the
content provided in the listings and different ways of organizing those listing
results.  Category-dependent listing content along with sort and compare
functionality are best current candidates for differentiation.


 


The RESULTS LISTINGS page will provide the results of
the user local search.  The following is the minimum functionality that
describes the philosophy:


 


•      [***]


 


15












 


1.4.2.3           
Refinement:  What/Where/When Base


 


Narrowing search queries to generate the most relevant
results is the crux of the search process.  Inherently non-linear,
supporting the process is problematic.  Refinement proceeds along all
dimensions (category, location, timeframe) in parallel.  Added to this
challenge are the fundamental limitations in facilitating such fluid cognitive
processes through existing user interface artifacts and standards.  Ontological
refinement combined with buyer behavior modeling and potentially structured
language formalisms represent best differentiation opportunities.


 


1.4.2.4           
Mapping


 


Viewed by many offerings as more of a commodity,
innovation in mapping represents a key, if not the primary differentiator in
local search.  Simply providing a fundamentally different digital
foundation (vector vs raster) is a baseline for positioning.  Layering
both content and functionality on this foundation (overlays and itineraries)
adds further differentiation.  Most importantly for differentiation is the
focus on the “locus of attention” indicated through map interaction gestures to
discern intent and further articulate geographic search context.


 


The user has the ability to view more detail for a
listing displayed on the map.


•      Continuous pan and zoom capability that allows the
user more control and granularity when navigating in the map. Continuous zoom
could be implemented with a slider and the continuous panning could be implemented
through dragging the mouse across the map.


•      Rolling over a listing in the map will display more
detail for the particular business.


•      Allow the user to pin a listing, or a set of listings,
on the map for a particular location.


•      Allow the user to set their personal preference for
the beginning map scale used when displaying results in a map.


 


1.4.2.5           
Cart


 


The “cart” represents an explicit first attempt at
providing a mechanism to support the consumer in progressing through the buyer
behavior process in creating a temporary list for use in comparison or
itinerary creation.  Work will continue in determining if such a mechanism
should be an explicit or an implicit mechanism for this support. 
Regardless, such a mechanism is the foundation for creating many lists which
can mixed, matched, and shared in much the same ways as popular analogues
(iTunes).  The interaction between community and content is the primary
differentiator explored within the cart.


 


This functionality includes the following:


•      [***]


 


16












 


1.4.2.6           
Search


 


The overarching goals of search can be summarized by
four points:


 


a)    Infer user intent: By applying a multidimensional set of relevance ranking algorithms,
search will provide highly relevant results that leverage a variety of data and
algorithms.


 


b)    Hide complexity: The underlying collection of yellow pages, web, and other data embody
a good deal of complexity.  A key goal of search is to present results
that are understandable and useful to consumers.


 


c)     Achieve high performance: Achieving high relevance entails a
significant number of business rules.  A key aspect of our approach is
generating index data structures that allow as much of these business rules to
be computed before search time as possible, to maximize search performance.


 


d)    Enhance relevance from usage: In addition to the business rules built into the
search algorithms, we will enhance relevance over time based on user behavior
as captured in search logs.


 


1.4.2.7           
Search Mechanics and Fundamentals


 


•      most consumer friendly search (e.g. misspellings,
understanding of consumer intent of multiple keywords)


•      most relevant search results has (e.g. balancing
advertising and consumer relevancy);


•      help in disambiguation (e.g. prompt if unclear what
consumer is looking for - a business name; a category search);


•      matched to user profile and interests;


•      highly geographically and content smart (e.g. knows a
lot about geographic relevance such as dry cleaners need to be physically
nearby but plumbers only need to service my area)


•      DODS will function to minimize failed search rates,
which in all events will be lower than the Existing Website experience, less
than other comparable Local Search and Internet Yellow Pages online properties,
and shall ultimately reach a failed search rate not exceed five percent (5%).


•      Support full, partial, and multiple word and attribute
keyword search options.


•      Focus on providing useable/valid search results.


•      Present relevant search results based upon product and
content catalog hierarchy, frequency, position, ranking and weighting.


•      Search is accessible from multiple pages in the site
where search for content makes sense.


•      Log Search data and make it available for reporting to
allow for fine tuning of the search tool and the directories/regions/locations
searched.  This includes failed searches as well as information on
successful searches.


 


17












 


•      End Users may refine searches, where subsequent
searches are based on results of the prior search, and more narrowly define the
search query.


•      Ability to respond to fuzzy searches with intelligent
logic.


•      Search will allow End Users to construct the simplest
search query possible with a simple text entry box and search button, if
determined optimal.


•      Search will check the End User’s profile when a search
is executed and customize the search results accordingly.


•      Search results are displayed in an easy to interpret
fashion.


•      Search can provide sort options on the search results
page.


•      End User can refine search by multiple business
attributes.


•      Search can indicate the order of the results, such as
by location or other attributes. The information that dictates the search
results order by category is internal to the Application.


•      If the search returns one or no results, a message and
alternative search query options are presented.


•      The parties acknowledge that the search engine
utilized on the Existing Website [***] is expected to be replaced, and that the
[***] is under consideration for use in the DODS.  Final selection of the
DODS search engine shall be made as part of the development of the Project Plan.


•      Functionality will support both basic and advance
searches, designed in a manner that each is easy to conduct.


•      End User searches may be conducted with minimum of
required input.


•      Search capability supports “natural-language” queries.


 


1.4.2.7           
Search Quality – Relevance of Results


 


•      Criteria will be established to assure, promote and
continually improve search quality – including appropriate provision for
quality and accuracy.


•      DODS must conform to Dex methodology for treatment of
paid ads and appropriate “tiering” of advertisement offerings.


•      There will be quantitative and qualitative
measurements presented in regularly scheduled meetings.


 


1.4.2.8           
End User Profile


 


Anonymous personalization is the starting point for
developing the end user profile.  Enabling the consumer to “personalize”
their experience without requiring any specific individual details.  This
step starts establishing a solid level of trust with the consumer and provides the
opportunity to obtain additional information from the consumer on a measured
basis.  This process promises to obtain more accurate information from
consumers than competitive offerings.  Innovation will continue in
exploring the value of identity infrastructure.


 


•      Ability to change all personal profile attributes.


•      Ability for the End User to reset password their, with
notification of such reset through email.


 


1.4.2.9           
Miscellaneous Requirements


 


•      Ability to display pop-ups and “Flash”-enabled
advertising


 


18












 


1.4.2.10        
Flexible Template for Advertiser Content


 


The DODS will utilize templates that accommodate a
variety of Content and the various attributes within Dex Content (e.g., image
size variations on articles, need for additional advertiser attributes to be
shown online such as sound and motion, etc).


 


•      Dex will be able to make adaptations to an existing
template or create new templates (e.g., relevant advertiser display and
navigation pages in the DODS will be able to be designed as a template layout).


 


•      The DODS will support creation and placement of, and
changes to, graphics, text and links.  This does not include the dynamic
reconstruction or repositioning of the page, only replacement of static linkable
elements.


 


1.4.2.11        
Tool Enhancements


 


•      Additional Cart/Address Book
Requirements (providing
the ability to capture End User cart selections and personal information.):


•      Ability to take more than one email address.


•      Allow for personalization – Preferences – Categories -
Etc.


•      Have a help feature integrated within address book.


•      Make it importable/exportable


•      Make it printable


•      Customize “type” of address (e.g., home, work,
parents’ home etc.).


•      Ability to support other contact information (e.g.,
cell phones).


•      Email Capabilities (providing the ability for End User to
easily communicate; including forwarding listings via email;


•      Advertiser ratings – DODS will provide capability for End
User ratings/feedback on advertisers or complementary listings, if and to the
extent requested by Dex


 


1.4.2.12        
Content Management Enhancements


 


•      The DODS will not have to be down to make Content or
code change.


•      The DODS will offer the ability to work on parts of
the DODS without downtime to the rest of the DODS.


•      The DODS will offer the ability to launch groups of
Content simultaneously.


•      The DODS will permit appropriate Authorized Users (of
various technical abilities) to use tools to manage Content changes.


•      The DODS will be able to feed data/advertisers into
search


•      The DODS will be able to leverage management tools
across areas of the site, search, analytics, directory/advertiser listing


•      The DODS will be able to control page titles, metadata
and key words.


•      The DODS will offer bulk upload of Content data
(directory listings).


•      The DODS will support incremental feeds of Content
data


•      The DODS will support orderly backouts of any Content
data feed, whether Incremental or bulk.


•      The DODS will offer the capability on any page to link
to any file format (e.g., Flash, audio, etc.).


 


19












 


1.4.2.13        
Analytical Capabilities/Requirements


 


The DODS will perform services as necessary to enable
Omniture or any other web analytics vendor(s) chosen by Dex to capture End User
information to assist Aptas and Dex in making site and marketing
decisions.  Relevant data will include traffic and segmentation analysis,
click-stream analysis, traffic monitoring of various pages/sections throughout
the site, conversion, search keywords and usage, etc.


 


•      Number of impressions a business received;


•      Number of clicks on a business listing;


•      Number of clicks on a business’ individual ad product;


•      Number of clicks and impressions broken down by
advertiser-purchased units (headings at present, but perhaps in time could
encompass keywords)


•      Consumer behavior regarding the features and
functionality of the service.


•      The DODS will be able to cookie and track End Users
based on predefined requirements


•      The DODS will be able to perform search analysis and
monitor what End Users put in and take out of cart.


•      The DODS will be able to measure/track:


•      The speed at which End User’s end session.


•      The percentage of error pages (and type of errors)
that are produced while End Users are browsing and/or completing online
transactions. The error report will be by market, category and page type (for
example, the ability to tell the percentage of people saw an error page from
the attorneys in Denver, CO category or cart page).


•      End User tool usage (for example, are people using
email or print option, if so how many and for what categories).


•      Content to which End Users are reacting effectiveness
of advertising and promotions in real time.


 


1.5.        
PROVISION FOR [***]
EVOLUTION (POST RELEASE 1.0)


 


The DODS Functional Specifications will include
provision for continual evolution and development of the DODS as necessary and
appropriate to maintain its status as [***].  This will be accomplished at
the direction of the Executive Steering Committee, subject to the ultimate
approval of Dex and performed in accordance with Attachment A.  Throughout the performance of the
Development and Implementation Services, Aptas will remain knowledgeable and
current with respect to the functional and operational requirements for the
DODS to be and remain [***] and the parties will work together, including
following the procedures associated with Changes set forth in Section 6 of the Work Order, to ensure
the development and implementation of the DODS in a manner meeting such
requirements.  For the avoidance of doubt, Changes required to maintain
DODS [***] status will be performed in accordance with Attachment A.


 


[***] evolution will be achieved through a dynamic
process of continuous innovation in partnership with Dex, and subject to final
approval of Dex.  The process will be comprised of regular (not less
frequently than quarterly) releases, some big, some small, that will result in
enhancements that may include, but are not limited to:


 


•             
[***]


 


20












 


1.6.        
FUNCTIONALITY
REQUIREMENTS OF RELEASE 1.0.


 


1.6.1.      Additional Enhancements


 


Aptas will work with Dex to identify additional
enhancements for the DODS (including incorporation into


 


21












 


release 1.0).  To the extent enhancements or
other improvements to functionality of software or other components of the DODS
are made available by the respective manufacturer thereof (including Aptas),
Aptas will make such enhancements or improvements available for incorporation
into the DODS (subject to Change Control) at no additional charge to Dex. 
In other circumstances enhancements and improvements shall be available to Dex
for incorporation into the DODS release 1.0 pursuant to this Attachment B or into subsequent
releases or versions pursuant to Attachment
A.


 


Aptas will design the DODS to provide flexibility in
performance for the development of future enhancements.


 


1.6.2.      DODS Quality Success Criteria


 


The system quality success requirements for the DODS
(including for release 1.0 and later versions). shall include, and Aptas agrees
that the DODS will comply the following:


 


•      Flexibility


•      Systems, subsystems and components are easily modified
and extended as business processes change.


•      Systems and subsystems are composed of modular
components, structurally consistent, and compliant with J2EE coding platform.


•      System Requirements and Portability


•      The hardware, software and network configuration
requirements for the DODS are consistent with those of the Existing Website,
except to the extent expressly provided and agreed to in writing by Dex.


•      The systems, subsystems and components comprising the
DODS are easily “ported” across application servers with the same level
specification that are compliant with J2EE.  Ease of portability shall be
implemented in accordance with industry standards.


•      Data structures and data are portable.


•      Performance and Scalability


•      Systems, subsystems and components are able to scale
effectively to peak projected volumes as provided by Dex.


•      The DODS will be able to support peak End User demands
of without affecting any other aspect of the DODS (e.g., no noticeable affect
on response time).


•      Software performance and scalability must meet
appropriate industry benchmarks and standards.


•      Performance testing that mimic the site must be run when
major software Changes occur that may impact scalability and performance.


•      Site Availability


•      The DODS must be available and function effectively
during low and high traffic patterns and in accordance with the Performance
Standards.


•      The DODS will allow code and content releases and
upgrading that minimize site outage.


•      Necessary downtime for major code releases and
equipment and software maintenance, will be scheduled with Dex’s approval and
in a manner to minimize adverse impact of the downtime.


•      The DODS must permit monitoring and the application of
corrective action without loss of site Availability.


•      Security


•      The DODS shall comply with appropriate industry
standard security protocols in physical hosting, network topology, application
hosting, system administration, and (if implemented) ecommerce security, and in
all cases will comply with Dex Standards.


 


22












 


•      Dex and Aptas may perform a security assessment prior
to implementation to ensure compliance with industry standards.


 


1.6.3.      Performance


 


Aptas shall perform the Development and Implementation
Services in a manner meeting the Development and Implementation Milestones set
forth in Section 5.2 below
(the “Development and Implementation Milestones”). 
Aptas shall provide such cooperation and assistance reasonably required or
requested by Dex in connection with Dex’s evaluation or testing of the
Deliverables set forth herein.  Aptas shall perform the Development and
Implementation Services so as to avoid or minimize to the extent reasonably
possible any disruption to or adverse impact on the business or operations of
Dex, including the Existing Website (until its decommissioning and archival
hereunder).  Aptas shall identify and resolve, with Dex’s reasonable
assistance, any problems that may impede or delay the timely completion of each
task that is Aptas’ responsibility and shall use commercially reasonable
efforts to assist Dex with the resolution of any problems that may impede or
delay the timely completion of each task that is Dex’s responsibility.


 


1.6.4.      Failure to Meet Development and
Implementation Milestones


 


The parties acknowledge and agree that the certain of
the Deliverables to be performed or provided by Aptas during the period of the
Development and Implementation Services have been identified in Section 5.2 below as Development and
Implementation Milestones, representing the dates by which such Deliverables
are to be completed (each a “Development and
Implementation Milestone”).  In accordance with payment
provisions of the Work Order, Dex may withhold payments due under the Work
Order for the month(s) during which a Development and Implementation Milestone
is due but not delivered, until such time as such Development and
Implementation Milestone is delivered. In addition, unless otherwise agreed and
subject to applicability of Section 2.4
of the Agreement, if Aptas fails to implement the DODS meeting the requirements
therefore under this Attachment (including its status as a [***] Internet
Yellow Pages and Local Search website offering material improvement in
functionality and operation over the Existing Website), on or before January 1,
2006, Dex may terminate this Agreement for cause in accordance with Section 4.3 of the Agreement without
requirement of notice or opportunity to cure.  In all such events, but
subject to Section 6.9 of
the Agreement, Dex may recover the damages suffered by Dex in connection with
such a termination, including amounts paid for Deliverables which, due to such
termination, are not available for use by Dex as intended under this Work
Order.  In the event that Dex shall so terminate the Agreement in part,
the charges payable to Aptas hereunder shall be equitably reduced to reflect
such terminated Services.  Any such termination shall be subject to the
provision by Aptas of Transition Services pursuant to the Agreement.


 


1.6.5.      Right to Suspend or Delay


 


Without limiting its other rights under the Agreement,
Dex reserves the right, in its sole discretion, to suspend or delay (but not
terminate) the performance of the Development and Implementation Services,
including any Deliverable thereunder.  If Dex elects to exercise this
right and Dex’s decision is based, at least in material part, on reasonable
concerns about Aptas’ ability to perform the Services or complete such
Deliverable or Aptas’ failure to perform its obligations under this Agreement,
Dex shall not incur any additional charges or reimbursable expenses in
connection with such decision.  If Dex’s decision is not based in material
part on reasonable concerns about Aptas’ ability to perform the Services or
complete such Deliverable or Aptas’ failure to perform its obligations under
this Agreement, Dex shall reimburse Aptas for any additional costs reasonably
incurred by Aptas as a result of such decision, but only to the extent Aptas
notifies Dex in advance of such costs, obtains Dex’s approval prior to
incurring such costs, and uses commercially reasonable efforts to minimize such
costs.


 


23












 


1.7.        
DESIGN &
IMPLEMENTATION TECHNICAL REQUIREMENTS & PRINCIPLES.


 


1.7.1.      High Level Technical Requirements


 


The following are high level technical requirements of
the DODS.  It will be the responsibility of Aptas to work with Dex to
ensure that this is a comprehensive list and that Aptas has a complete
understanding of these functions.


 


•      Aptas implementation will be subject to Dex
Architectural review and approval; application design will be consistent with
Dex Standards unless a Dex approved reason for deviation exists.  In such
a situation, Aptas will provide a written trade-off analysis to the Dex for
next step approval.


•      Java 2 Enterprise Edition specifications will be
followed and the DODS related applications will operate on BEA WebLogic or open
source certified J2EE platforms.  The Pilot, Beta and DODS shall be fully
compliant with the J2EE standards and shall not involve variants requiring
proprietary products or capabilities that prevent or limit the DODS from being
fully portable.


•      Operating System support should include SUSE Linux or
other mutually agreed upon Linux operating system.


•      Support interaction with the corporate RSA ClearTrust
Authorization and Access Service for Dex (or its third party contractors, as
appropriate) access only.


•      Support required for browsers: AOL 6.0, Netscape 6.0
and Netscape 7.0+ and IE 5.0+ and desirable for Safari and Firefox.


•      Support Flash 6.0+


•      Consumer-facing production implementation database implementation
will be Oracle unless specifically authorized by Dex


•      .Support streaming sound and video standards, at least
including Windows MediaPlayer and Apple’s Quicktime.


 


2.            
IMPLEMENTATION PERIOD
AND SCOPE (RELEASE 1.0)


 


2.1.        
IMPLEMENTATION PERIOD


 


The development and implementation period (the “Development and Implementation Period”)
shall commence on the execution date of this Work Order and shall conclude on
the date the DODS is installed and operational in the Dex Production
Environment, in accordance with the provisions of this Attachment and has been
Accepted by Dex.  Without diminishing Aptas’ responsibility for performing
the Development and Implementation Services, Aptas shall complete all
Development and Implementation Services by the final milestone provided in Section 5.2 below. Certain Project Plan
tasks are designated as “Major Development
and Implementation Milestones” in Section 5 below. The Major Development and Implementation
Milestones comprise the critical path of the Development and Implementation
Services and Aptas shall complete such Major Development and Implementation
Milestones on or before the respective due dates assigned to them in the
Project Plan and in Section 5
below.


 


2.2.        
IMPLEMENTATION SCOPE


 


2.2.1.      Data/Database Conversion/Transition


 


Because the Beta, Pilot, and DODS applications will
rely on data delivered by Dex, Aptas and Dex agree to define appropriate data
interfaces using industry standard interface descriptions (such as xml schema


 


24












 


definitions or “xsd”).  Each interface identified
between the parties shall have a fully documented interface description. 
Each party shall be responsible for implementing their portion of the interface
independently while conforming to the interface description.  For data
transfers of a sensitive nature secure data transfer will be implemented by
each party.  Each interface will be identified as either “secure” or
“public” .To effect a smooth
transition to the DODS, Aptas will have project management responsibility for
the transition activities which will be performed by Aptas Personnel and Dex
personnel.


 


2.2.2.      DODS Acceptance Test Plan


 


Dex will work with Aptas to develop an Acceptance Test
Plan for the DODS, including major Deliverables associated with the development
and implementation of the Beta and DODS (the “DODS
Acceptance Test Plan”), not later than the date provided therefore
in the Project Plan.


 


The DODS Acceptance Test Plan will include a
description of the goals and criteria of testing and Dex’s Acceptance
thereunder, including testing of the major components or Deliverable(s)
(including the Beta) after installation in the Dex QA Environment (each, an “Acceptance Test”).  Acceptance Test
scenarios and resulting test cases will be developed by Dex and Aptas to
confirm that the DODS (and the associated Deliverables) contains all the
functionality required of the DODS.  The functionality to be tested will
encompass the testing of the business process and the testing of the
interfaces, including ability to meet processing speed and Performance
Standards.   In all cases, Aptas will deliver to Dex for acceptance
testing the DODS (or components thereof as appropriate for testing, including
the Beta DS and DODS Release 1.0) in the condition that Aptas reasonably
believes will comply with all applicable DODS Functional Specifications and
meet the applicable testing requirements.


 


Aptas activities associated with the Acceptance Tests
will include of the following:


 


1.         Attend Acceptance Test team meetings and
provide written feedback to the testing group to support the Acceptance Tests.


 


2.         Coordinate with and support Dex’s efforts
(including provision of appropriate technical descriptions and requirements) to
timely develop and provide the Dex QA Environment to conduct the Acceptance
Tests.


 


3.         Aptas and Dex will develop a mutually
agreed to defect severity classification schema, and appropriate guidelines for
solving defects.


 


4.         Participate in the review of scenarios
and provide written feedback and written recommendations to Dex regarding the
Acceptance Test activities.


 


5.         Load test data provided into the Dex QA
Environment.


 


6.         Assist Dex during the Acceptance Tests by
answering questions, providing training in using the DODS, resolving issues,
analyzing errors and problems, and providing fixes to problems in the DODS that
prevent the testing from proceeding. Aptas will provide appropriate access to
specialist support during the Acceptance Tests.


 


7.         Aptas will use tools and processes to
report and track project defects as provided and/or directed by Dex.  Dex
will also use such tools and processes to notify Aptas of defects.  Aptas
shall perform activities necessary to correct defects per the agreed to defect
severity classification schema and guidelines.


 


8.         Work with Dex to create test cases, test
data and test scenarios which are representative of Dex’s business rules and
requirements, to be used in the Acceptance Test prior to the start of scheduled
delivery (as defined in Section 4.1
below) of the applicable Deliverable.  Notwithstanding the


 


25












 


foregoing, Dex will be entitled to use additional test
cases, test data and test scenarios during the Acceptance Tests. Aptas will be
provided all test cases, test data, and test scenarios developed by Dex.


 


Dex activities associated with the Acceptance Tests
shall consist of the following:


 


1.         Work with Aptas to create test cases,
test data and test scenarios which are representative of Dex’s business rules
and requirements, to be used in the Acceptance Test prior to the start of
scheduled delivery (as defined in Section
4.1 below) of the applicable Deliverable. Notwithstanding the
foregoing, Dex will be entitled to use additional test cases, test data and
test scenarios during the Acceptance Tests.  Aptas will be provided all
test cases, test data, and test scenarios developed by Dex.


 


2.         Dex will approve Aptas use of test data
file consisting of production data which does not violate End User privacy laws
nor include End User sensitive information.


 


3.         Perform the Acceptance Tests in
conjunction with Aptas.


 


4.         Provide Aptas with notification of
defects through Aptas provided tools and processes pre-defined to report and
track project defects.


 


5.         Test the corrections in accordance with
the Acceptance Test Plan.


 


6.         Provide written Acceptance notice
according to the written Acceptance Test Plan once agreed to criteria have been
achieved.


 


2.2.3.      DODS Acceptance Process


 


Unless explicitly agreed otherwise, the parties will
apply the acceptance process set forth in Section
5 of Attachment A
to each Deliverable associated with the Development and Implementation Service,
as well as to the final Acceptance of the DODS.


 


Aptas will provide to Dex, interim Deliverable works
in progress and final Deliverables, in accordance with the Development and
Implementation Milestones identified in the Project Plan and will deliver to
the Dex Program and Project Managers written notice of such delivery.


 


Aptas shall provide reasonable assistance to Dex in
connection with Dex’s performance of its activities associated with acceptance
of Deliverables.


 


Aptas will ensure that the Project Plan contains
adequate time to conduct at least one delivery evaluation per
Deliverable.  Additional delivery evaluations, as required under the
delivery Acceptance process provided for in Section 2.2.2 above, will not increase or decrease the
charges for the Development and Implementation Services unless mutually agreed
to by both Aptas and Dex.


 


2.2.4.      Training Support and Training


 


Aptas will support Dex’s training as follows:


 


1.   Providing
the Training Materials.


 


2.   Providing
electronic screen shots of the DODS that can be embedded into the Authorized
User Training Materials.


 


3.   Providing
additional available documentation that describes the DODS functionality, error
messages, checks and edits and screen and report layouts and support Dex
training personnel in the development of Training Materials by answering
questions as needed.


 


26












 


4.   Loading
the training or test data into the training database


 


5.   Providing
“train-the-trainer” sessions to equip Dex trainers to provide instruction and
develop Training Material to be used in training the Authorized Users.


 


6.   Participating
in appropriate training session for the DODS.


 


7.   Assist
in Authorized User training and documentation.


 


Dex will provide the following:


 


1.     Personnel appropriately trained on Data Center
operations including network, security, hardware, OS, software and database
administration necessary to operate the DODS.


 


2.     Personnel familiar with Dex’s business and business rules.


 


3.     Training development schedules, which will list the
dates for train-the-trainer session(s) as well as the dates for sessions.


 


4.     Complete FAST University Training for Authorized User
Training.


 


5.     An environment appropriate for conducting Authorized
User training, which shall be the Dex QA Environment.


 


To the extent reasonably practicable as determined by
Dex, Dex personnel involved in the development of the Training Materials may
also participate in the execution of the Acceptance Testing in order to
increase their familiarity with the DODS, its environment and system
functionality, and in order to validate the Training Materials prior to
training sessions.


 


2.2.5.                     
Required Environments
for Development and Implementation of DODS


 


Unless otherwise directed by Dex, Aptas will be
responsible for the installation of the DODS in all environments (including the
Dex QA Environment and the Dex Production Environment), as well as the setting
up of all system parameters required for the operation of the DODS
components.  Aptas will facilitate and ensure that appropriate
authorization and accounts will be created for Aptas’ application/logical
Systems Administrators.


 


Aptas Deliverables with respect to these activities
will include the following:


 


•      Setting up all necessary development and testing
(other than the Dex QA Environment) for the development and testing of the
DODS, and supporting Dex’s setting up of the QA Environment. Also, documenting
and detailing the appropriate set-up procedures for such environment.


 


•      Installing the DODS components in the Dex QA
Environment and the Dex Production Environment, and documenting and detailing
the installation procedures.


 


•      Setting up the logical parameters of the DODS to be
used during development and testing.


 


•      Appropriate packaging of any portion or component of
the DODS Software to be resident on Authorized User client desktops and
delivery of such package to the Authorized Users.


 


The activities of Dex in this area consist of the
following:


 


•      Dex will provide the Dex QA Environment and the Dex
Production Environment.


 


2.2.6.      Existing Website Archival/Decommissioning


 


Aptas will cooperate with and support Dex’s
decommissioning and archiving the Existing Website in


 


27












 


accordance with the direction of Dex, including
respecting periods of duplicate operation with the DODS.


 


3.            
DEPLOYMENT &
IMPLEMENTATION MANAGEMENT


 


3.1.         DODS TEAM


 


In a manner consistent with the requirements of Section 6 of Attachment A, Dex and Aptas will
jointly establish a deployment and implementation team (the “DODS Team”) that will be active throughout
the Development and Implementation Period, with participation by Aptas and Dex
(in areas where required).  Without limiting the foregoing, the DODS Team
members will be available throughout the Acceptance Tests period and will
participate on an as-needed basis in status meetings and will address issues
that require immediate attention.  Aptas representatives will be those
Aptas personnel who lead the efforts of the Development and Implementation Plan
assigned to Aptas and such individuals will further coordinate the tasks
assigned to Dex.


 


Aptas members of the DODS Team include:


 


•      Aptas CEO, CMO, and SVP Engineering and Operations


•      Aptas DODS Program Manager(s)


•      Aptas DODS Project Manager


•      The individual Aptas personnel who are experts in the
components of the DODS and the various activities comprising the Development
and Implementation Services, and who function on a team leader or similar basis
during the Development and Implementation Period (each, a “Aptas Lead”).


 


Excluding the Aptas CEO, CMO, and SVP Engineering and
Operations, the Aptas members for the DODS Team will not include the members of
the FTEs identified as part of the Program Management Committee described in Attachment A.


 


Aptas will use all reasonable and good faith efforts
to maintain each Aptas Lead on this project for the entire portion of the
Development and Implementation Period during which such Aptas Lead’s activity
is active.


 


The Dex members of the implementation team will be the
Dex Program Management Committee and any additional participants identified by
Dex.


 


The DODS Team members will meet on a regular basis as
appropriate to review the progress of the Pilot and Beta and support a smooth
DODS implementation.  Output from these sessions will include the status
of each implementation task, action items, open issues, and the output outlined
in Section 6 of Attachment A (if deemed appropriate by
Dex), which will all be tracked by the Aptas DODS Program Manager.  The
team will raise any issue that it deems appropriate to Aptas or Dex management
or operational personnel.  The Aptas DODS Program Manager will prepare and
distribute appropriate agenda and minutes for the DODS Team within five (5)
business days following any meeting and will arrange the logistics required for
a speedy resolution of the agenda and action items.


 


CHAPTER 4.       
PROJECT TIMELINE


 


4.1.        
Project Plan - Major
Development and Implementation Activity and Phases Timeline.


 


The following outline,
together with the activity descriptions in Section
5.2 below describes major Development and Implementation Milestones
required to be delivered by Aptas through its performance of the Development
and Implementation Services.  For purposes of this Work Order, “delivery” shall mean completion (including
successful installation in the appropriate environment(s)) of the particular
item or


 


28






 










 


Deliverable, in a manner meeting applicable
requirements and Specifications.


 


	
  Project Plan Phases / 

  Activities

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  Pilot
  Destination Search

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Implement Pilot

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Conduct Consumer Testing and Provide Dex Stakeholder
  Access

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Evaluate Test Results

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DODS User Interface and Functionality Refinements

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Obtain Formal Technical and Sponsor Concurrence for
  DODS Feature Set

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  Project Plan Phases /

  Activities

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  Beta
  Destination Search

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Plan for Implementation

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Develop Hardware and Network Implementation Plans

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Define Environmental Controls (Security,
  Contingency, Planning)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Identify Beta Interfaces

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Design and Develop Beta Interfaces

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Build QA Environment

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Receive sample data feeds from Dex

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Develop Test Strategy and Plan; Define Test Cases

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Conduct Functional and Integration Testing

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Build Production Environment

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Develop documentation

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Conduct Performance 

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


29












 


	
  Project Plan Phases /

  Activities

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  Testing

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Conduct User Acceptance Testing

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Train Authorized Users

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Obtain Formal Sponsor Concurrence

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Prepare for Beta Transition to Production

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Implement Beta

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Conduct Additional Consumer and Advertiser Research
  and/or Testing

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Reports About Site Usage and Advertiser Statistics

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Evaluate Results

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Continue DODS User Interface and Functionality
  Refinements

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Obtain Formal Concurrence for Feature Set for DODS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  Project Plan Phases / 

  Activities

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  DODS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Validate Business Requirements

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Business and Technical Requirements Definition

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Refined Assumptions, Constraints, Risk and
  Exclusions

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Create More Detailed Project Plan

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Develop the Conceptual Designs

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Design User Interfaces (Detailed Interaction Design)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


30












 


	
  Project Plan Phases / 

  Activities

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  Create Asset Deployment Strategy Delivery Plan

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Conduct UI and Functionality Changes Walkthrough

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Prepare for Implementation

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Develop Test Strategy and Plan

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Design Software Modifications and Components

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Develop and Unit Test Software

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Write Documentation

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Build DODS in QA

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Functional and Integration Testing

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Performance Testing

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  User Acceptance Testing

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Train Authorized Users

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Obtain Formal Sponsor Concurrence

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Prepare for DODS Transition to Production

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Implement DODS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Decommission and Archive Existing Website

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  3/06

  	
   

  



 


CHAPTER 5.                   
PERFORMANCE OF
DEVELOPMENT AND IMPLEMENTATION SERVICES


 


5.1.                           
APTAS PROJECT
METHODOLOGY.


 


5.1.1.                 
Aptas’ Project
Methodology


 


In performing the Development and Implementation
Services, Aptas shall adhere principles defined by and consistent with the
Agile  Methodologies (www.agilemanifesto.org),
in all cases involving a team-oriented, iterative development process that
relies on continuous integration and communication to ensure a high level of
quality and adaptability.


 


Throughout its performance of Development and
Implementation Services, Aptas will provide and utilize processes and tools to
enable it to effectively perform the following:


 


31












 


1.             
Clearly understand
and confirm Dex’s approval of requirements, all in accordance with the
procedures and methodology described below;


 


2.             
Prioritize and
segment requirements;


 


3.             
Understand what Aptas
builds addresses these requirements;


 


4.             
Ensure constant
communication across the team;


 


5.             
Allow Aptas to adapt
to changing requirements (functionality, time, cost);


 


6.             
Ensure a high level
of quality before going into testing (QA);


 


7.             
Continually report
and test quality throughout the development effort;


 


8.             
Provide a consistent
and repeatable build/install/test environment;


 


9.             
Ensure that defects
found throughout the cycle do not repeat in future cycles; and


 


10.       Provide accountability and traceability.


 


11.       Ongoing monitoring for significant areas of usage and
improvement.


 


In order to ensure its delivery of the Deliverables
and otherwise meets its obligations associated with the Development and
Implementation Services, Aptas shall provide and utilize appropriate tools and
processes and comply with the following:


 


1.             
In order to ensure
that the Aptas and Dex understand the requirements, Aptas will develop, for
approval by Dex, detailed functional specifications for the DODS (and Pilot and
Beta) including use cases and wire-frames to detail out each requirement. These
will be developed with the DODS Team (as defined in Section 3.1 above) and include
input from a cross-functional team including product marketing, product
management, customers, and the software architects.


 


2.             
In order to create
logically grouped and correctly sized iterations, the Aptas will coordinate
with Dex (through product managers (for priority) and the software architects
(for sizing)) to ensure agreement on what functionality should fall within
which iterations.


 


3.             
In order to ensure
that the DODS (and Pilot and Beta) meets Dex’s requirements, design
specifications shall be built as a collaborative effort among Aptas’ architects
and provided for approval to Dex, through design documents that expound upon
the DODS functional requirements to provide sequence diagrams and
class diagrams as well as additional detail that applies to the
code-level.


 


4.             
In order to ensure
effective communications, Aptas shall loosely apply the concept of a scrum.
Twice weekly, or more often as required, the Aptas architects meet quickly to
identify any dependencies, roadblocks, progress, goals, and exceptions. The
outcome of these meetings will be reported to the teams (including Dex) in team
and other appropriate meetings. Team meetings occur informally and constantly,
as well as formally as provided in this Attachment.


 


5.             
In order to make
assure sufficient flexibility to effectively handle the change that is
inevitable in performance of the Development and Implementation Services, Aptas
will follow an iterative development methodology as described above. As
appropriate, the iterations will be kept short, so that not more than a single
iteration shall be impacted by the change. The iterations are traditionally six
(6) week iterations, but any may be of two (2) weeks longer or
shorter duration as defined at the beginning of the iteration as required by
the scope of such iteration.


 


32












 


6.             
In order to ensure a
high level of quality and not rely on testing (QA) to be the sole owner and
reporter of quality, thorough Unit tests are developed throughout all
iterations. The unit-tests are executed as part of the nightly-build and
all failing unit tests are addressed with the highest importance. Code-coverage
is analyzed through the unit-test reports. Aptas will utilize latest strategies
for testing and code-coverage. Any areas lacking in unit-test coverage will
have tests created for them as a matter of high importance.


 


7.             
Through unit-test,
Aptas will determine low-level code test coverage. Additional quality checks
will be provided by a Continuous Integration (CI)  build environment as code is modified and checked into source
control. Any time broken code is checked in, all applicable personnel are
notified and the responsible party addresses the problem with the highest
urgency. As part of the CI, Aptas will utilize the latest strategies for
source control.


 


8.             
Because of the nature
of iterative development, frequent builds will be put into regular testing
(QA). In order to do this effectively, an automated build process using Ant
is run by QA to check out the code, handle versioning, compile the code, deploy
the application, and execute the system test suite, and provide notification of
all parties is used.


 


9.             
In order to avoid the
cycle of finding and fixing a defect, only to have the same defect re-appear in
future cycles, all defects are translated into unit-tests. This ensures that
those defects are tested for continually, throughout the development cycle.


 


10.       In order to provide accountability, various
notification mechanisms are provided team-wide as system-state changes. For example,
if code does not compile, all members are notified by the CI and the owner
addresses the problem immediately. As QA builds are completed and automated
system tests are run, all team members are notified and any problems found are
addressed prior to the next build. Traceability from requirements, through
implementation, to test cases will be provided by one or more appropriate tools
to be selected by Aptas.


 


Aptas shall make such processes and tools available to
Dex as shall be appropriate during the period of Development and Implementation
Services to enable Dex to effectively support and monitor the activities and
performance of Aptas and perform its responsibilities associated with the
Development and Implementation Services.


 


5.1.2.                 
Aptas’ Project
Methodology – Process Steps.


 


Aptas’ project methodology involves the following
process steps. Aptas shall be primarily responsible for the activities involved
in each of these process steps, subject to the reasonable consultation with and
cooperation by Dex. To the extent impacting the Deliverables or Project Plan,
such activities shall be subject to the approval of Dex.


 


33












 


	
  Process
  Steps

  	
   

  	
  Definition

  	
   

  	
  Deliverable

  
	
  Ideation

  	
   

  	
  1. Define the
  problem-solving and/or project objectives 

  2. Form an “ideal” vision of the system and/or project 

  3. Develop solution concepts to bring the system closer to ideal 

  4. Evaluate solution concepts and tackle subsequent tasks

  	
   

  	
  High level requirements
  document outlining the outcome of the Ideation Session.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Feasibility Analysis

  	
   

  	
  Review the feasibility
  of the ideas and concepts created during the Ideation phase.

  	
   

  	
  Feasibility Analysis
  Document

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Estimation

  	
   

  	
  Based on the
  feasibility analysis and functional requirements, provide a high level
  estimate of project timelines.

  	
   

  	
  High level project plan
  document.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Approval Board

  	
   

  	
  Program stakeholders
  sign off on project plan, including requirements documentation and project
  schedule.

  	
   

  	
  Project Plan,
  Requirements Document or Project Schedule may require revisions.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Staffing/Resourcing

  	
   

  	
  Adequately staff the
  project or provide a plan for staffing based on the project estimation step.
  Both Aptas and Dex will plan and staff in preparation for the project.

  	
   

  	
  Staff/Resources

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Design

  	
   

  	
  Create the
  characteristics of the system that are selected by the Development group in
  response to the requirements in the functional specifications document. These
  could consist of implementation related issues, such as decisions about what
  software units and logic to use to satisfy the requirements.

  	
   

  	
  Software Requirements
  Specification/Design Documents.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Development

  	
   

  	
  The process of coding
  the software based on the functional and design specifications. This will be
  an iterative process along with design and quality assurance. Joint
  development between Dex and Aptas may be required.

  	
   

  	
  Iterative builds
  delivered to QA group for the testing steps.

  



 


34












 


	
  Process
  Steps

  	
   

  	
  Definition

  	
   

  	
  Deliverable

  
	
  Quality Assurance

  	
   

  	
  A planned and
  systematic pattern of actions necessary to provide confidence that management
  and technical planning and controls are adequate to the established
  functional and technical requirements. Joint process of quality assurance
  between Dex and Aptas may be required.

  

  * See QA Process Section*

  	
   

  	
  Documentation

   

  • Test Plan

   

  • Test Cases

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Readiness Review

  	
   

  	
  This is the final
  management checkpoint and approval stage before the product is deployed. The
  release readiness review results in a go/no-go decision about whether to
  deploy the release. If the decision is a go, the release moves to roll-out
  planning and preparations or is physically incorporated into the production
  environment. Otherwise, the deployment is postponed until the necessary improvements
  take place.

  	
   

  	
  Decision to deploy
  product or send back to Engineering for additional iterations.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Deployment/ 
  Implementation

  	
   

  	
  Site is launched and
  ready for use by customers.

  	
   

  	
  Website

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tracking/Reporting

  	
   

  	
  Track and report on
  that the changes made to the site are performing properly.

  	
   

  	
  Logs and reports,
  existing or custom

  



 


5.1.3.                 
Project Management
Website.


 


Throughout the performance of the Development and
Implementation Services, Aptas will use the Project Management Website and
other tools as may be provided by Dex, in accordance with the direction
and procedures of Dex.


 


5.2.                           
PROJECT PLAN - KEY PROJECT ACTIVITIES AND DELIVERABLES.


 


Key project activities and associated areas of
responsibility involved the development and implementation of the DODS are
described in the matrix set forth below. The “Primary
Responsible Party” as designated in the matrix below is the Party
responsible for leading the activities or the Party with the primary
responsibilities for the activity; nonetheless, the other Party may have
responsibility to cooperate and assist in performing the activity, as shall be
specified in further detail in the Project Plan as it is further developed and
modified as contemplated in Section 1.2.5
above. Work products shall be produced as interim documents, 


 


35












 


and shall be used to develop the formal Deliverables.
Aptas shall make the work products available to Dex in a work-in-progress
state, as appropriate and as may be requested by Dex.


 


In addition to the foregoing, for the following tables
that list activities and Deliverables the following definitions apply for the
responsible party:


 


“Primary Responsible Party” means the designated party is
responsible for the management, development, quality and delivery of the
deliverable following the agreed upon processes and procedures. This includes
coordinating with and obtaining contributions from the Secondary Responsible
Party as it relates to the completion of the Deliverable. Certain specific
secondary responsibilities are listed against Key Project Activities, as
applicable.


 


“Secondary Responsible Party” means the designated party shall be a
contributor within the activities toward the completion of the Deliverable, or
creation of whole or part of the Deliverables (as indicated). There
may be a dependency on the Secondary Responsible Party to complete tasks
in order for the Deliverable itself to be complete. If a Secondary Responsible
Party is listed under responsibility, it indicates that there is planned work
effort that is anticipated by this party.


 


In all cases Dex retains the right to Accept all
Deliverables irregardless of its role being specified as either the Primary or
Secondary party. Consequently, it is expected that Aptas will involve Dex at
key decision points, for reviews and involvement in meetings, throughout the
Deliverable development process so that the best possible Deliverable is
created and the review and Acceptance of Deliverables can be achieved
expeditiously within specified and agreed to timelines.


 


	
  KEY
  PROJECT

  ACTIVITIES

  	
   

  	
  Deliverables*

  	
   

  	
  DELIVERABLE

  MILESTONE

  DATES (Date of

  completed

  delivery)

  	
   

  	
  PRIMARY
  AND

  SECONDARY

  RESPONSIBLE PARTY

  
	
  Pilot
  Destination Search

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  *1.

  	
   

  	
  Implement
  Pilot

  	
   

  	
  •

  	
  Web
  Application demonstrating baseline destination search functionality to
  conduct consumer surveys

  	
   

  	
  [***]

  	
   

  	
  Primary:
  Aptas

  
	
  2.

  	
   

  	
  Conduct Consumer and
  Provide Dex Stakeholder Access.

  	
   

  	
  •

  	
  Deployment of
  application to statistically significant set of consumers.

  	
   

  	
  [***]

  	
   

  	
  Primary: Aptas

  



 


36












 


	
  KEY
  PROJECT

  ACTIVITIES

  	
   

  	
  Deliverables*

  	
   

  	
  DELIVERABLE

  MILESTONE

  DATES (Date of

  completed

  delivery)

  	
   

  	
  PRIMARY
  AND

  SECONDARY

  RESPONSIBLE PARTY

  
	
  Pilot
  Destination Search

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Evaluate Test Results

  	
   

  	
  •

  	
  Quantitative results
  for feature usage and consumer and advertiser value

  	
   

  	
  [***]

  	
   

  	
  Primary: Aptas  

  Secondary: Dex  

  •                 
  Assess test
  results, and identify required changes

  
	
  *4.

  	
   

  	
  DODS
  User Interface and Functionality Refinements

  	
   

  	
  •

  	
  Set of
  prioritized change orders for Beta and DODS

  	
   

  	
  [***]

  	
   

  	
  Primary:
  Aptas

  Secondary:
  Dex

  •                 
  Set
  priorities for change orders and define acceptable deployment requirements

  
	
  5.

  	
   

  	
  Obtain Formal Technical
  and Sponsor Concurrence for DODS Feature Set

  	
   

  	
  •

  	
  Acceptance of change
  orders for DODS

  	
   

  	
  [***]

  	
   

  	
  Primary: Aptas

  



 






* Note:   Deliverables highlighted through bolding
and/or asterisk designation constitute Major Development and Implementation
Milestone for the indicated delivery date(s).


 


	
  KEY
  PROJECT

  ACTIVITIES

  	
   

  	
  Deliverables*

  	
   

  	
  DELIVERABLE

  MILESTONE

  DATES (Date of

  completed

  delivery)

  	
   

  	
  PRIMARY
  AND

  SECONDARY

  RESPONSIBLE PARTY

  
	
  Beta
  Destination Search

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  *1.

  	
   

  	
  Plan
  for Implementation

  a.             
  Define the implementation plan that specifically describes how the Beta
  Website will be transitioned into production (i.e., training, data
  conversion, switchover)

  	
   

  	
  •                 
  Production cut-over plan including roll back plan

  	
   

  	
  [***]

  	
   

  	
  Primary:
  Aptas

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


37












 


	
  KEY
  PROJECT

  ACTIVITIES

  	
   

  	
  Deliverables*

  	
   

  	
  DELIVERABLE

  MILESTONE

  DATES (Date of

  completed

  delivery)

  	
   

  	
  PRIMARY
  AND

  SECONDARY

  RESPONSIBLE PARTY

  
	
  Beta
  Destination Search

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2

  	
   

  	
  Develop Hardware and
  Network Implementation Plans 

   

  a.             
  Provide logical
  design of application interfaces (between presentation layer, search, listing
  data, user profile) 

  b.             
  Provide memory,
  disk I/O, storage, and network requirements to Dex  

  c.              
  Provide and present
  technical solution including key 3rd party software components and
  dependencies 

  d.             
  Recommend hardware
  and network designs 

  e.              
  Review Dex
  hardware, network and storage designs  

  f.               
  Assist in risk
  assessment and mitigation strategies of chosen hardware and network design

  	
   

  	
  •                 
  Network
  Diagrams  

  •                 
  Hardware
  Specifications 

  •                 
  3rd
  Party License Requirements 

  •                 
  Risk Assessment
  Statement

  	
   

  	
  [***]

  	
   

  	
  Primary: Dex  

  Secondary: Aptas

  
	
  3

  	
   

  	
  Define Environmental
  Controls (Security, Contingency, Planning)

  	
   

  	
  •                 
  Develop the Beta
  Website security model – compile all security information into a
  comprehensive plan over the life of the development project.

  	
   

  	
  [***]

  	
   

  	
   

  
	
  4

  	
   

  	
  Identify Beta
  Interfaces 

  	
   

  	
  •                 
  Data flow 

  	
   

  	
  [***]

  	
   

  	
  Primary: Aptas

  



 


38












 


	
  KEY
  PROJECT

  ACTIVITIES

  	
   

  	
  Deliverables*

  	
   

  	
  DELIVERABLE

  MILESTONE

  DATES (Date of

  completed

  delivery)

  	
   

  	
  PRIMARY
  AND

  SECONDARY

  RESPONSIBLE PARTY

  
	
  Beta
  Destination Search

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.             
  Package the Beta
  Website’s functions into subsystems and map the flow of data between them. 

  b.             
  Identify files
  and/or databases. 

  c.              
  Identify the media
  (screen, paper, electronic file, document, etc.) for each data flow.

  	
   

  	
                         
  diagrams

  	
   

  	
   

  	
   

  	
   

  
	
  5

  	
   

  	
  Design and Develop Beta
  Interfaces

  	
   

  	
  •                 
  Code

  	
   

  	
  [***]

  	
   

  	
   

  
	
  6

  	
   

  	
  Build QA Environment 

  

  a. Install hardware 

  

  b. OS hardware 

  

  c. Configure hardware 

  

  d. Load Aptas and 3rd party software

  	
   

  	
  •                 
  QA Ready
  Environment

  	
   

  	
  [***]

  	
   

  	
  Primary: Dex  

  Secondary: Aptas  

   

  •                 
  Assist in the
  installation and configuration of Aptas components and 3rd party
  components included as part of the Aptas design

  
	
  7

  	
   

  	
  Receive Sample Data
  Feeds from Dex 

   

  a. Produce data feeds in the agreed upon format and
  quantities of data  

  

  b. Support integration efforts

  	
   

  	
  •                 
  Data feeds

  	
   

  	
  [***]

  	
   

  	
  Primary: Aptas  

  Secondary: Dex  

  •

  
	
  8

  	
   

  	
  Develop Test Strategy
  and Plan; Define Test Cases 

   

  a.             
  Ensure that the
  test environment is ready for use 

   

  b.             
  Communicate
  scenarios to be tested 

  	
   

  	
  •                 
  Test strategy and
  plan 

  •                 
  Test objectives 

  •                 
  Levels of testing,
  including conceptual, functional, unit, System, integration, acceptance 

  	
   

  	
  [***]

  	
   

  	
  Primary: Aptas  

  Secondary: Dex  

  •                 
  Assist in the
  development of test strategy and plan and methods acceptable to test
  performance metrics

  



 


39












 


	
  KEY
  PROJECT

  ACTIVITIES

  	
   

  	
  Deliverables*

  	
   

  	
  DELIVERABLE

  MILESTONE

  DATES (Date of

  completed

  delivery)

  	
   

  	
  PRIMARY
  AND

  SECONDARY

  RESPONSIBLE PARTY

  
	
  Beta
  Destination Search

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  to prevent gaps in delivering business requirements

  	
   

  	
  •                 
  Roles and
  responsibilities for testing

  	
   

  	
   

  	
   

  	
   

  
	
  9

  	
   

  	
  Conduct Functional and
  Integration Testing 

   

  a.             
  Conduct functional
  tests to ensure DODS achieves requirements 

   

  b.             
  Conduct end to end
  system tests to ensure the DODS achieves documented requirements

  	
   

  	
  •                 
  Functional test
  results 

   

  •                 
  Test results 

   

  •                 
  Integration test
  results 

   

  •                 
  Prioritized list of
  change requests, issues, risks

  	
   

  	
  [***]

  	
   

  	
  Primary: Aptas  

  Secondary: Dex  

   

  •                 
  Review functional
  test scenarios  

  •                 
  Assist Aptas in the
  specification of test scenarios  

  •                 
  Review testing
  results  

  •                 
  Prioritize change
  requests  

  •                 
  Assist in issue
  resolution and risk mitigation  

  •                 
  Perform Dex
  aspects of integration tests  

  •                 
  Participant in
  performance testing

  
	
  10

  	
   

  	
  Build Production
  Environment 

   

  a.             
  Install hardware 

   

  b.             
  OS hardware 

   

  c.              
  Configure hardware 

   

  d.             
  Load Aptas and 3rd
  party software

  	
   

  	
  •                 
  Production Ready
  Environment

  	
   

  	
  [***]

  	
   

  	
  Primary: Dex  

  Secondary: Aptas  

   

  •                 
  Assist in the
  installation and configuration of Aptas components and 3rd party
  components included as part of the Aptas design

  
	
  11

  	
   

  	
  Develop Documentation 

   

  a. Write User
  Procedures, compile into User Manual

  	
   

  	
  •                 
  Technical
  Documentation

  	
   

  	
  [***]

  	
   

  	
  Primary: Aptas  

  Secondary: Dex  

   

  •                 
  Develop
  documentation necessary for the integration efforts which may include
  definition of data formats and files (listing databases, etc.)

  
	
  12

  	
   

  	
  Conduct Performance 

  	
   

  	
  •                 
  Performance test 

  	
   

  	
  [***]

  	
   

  	
  Primary: Aptas  

  



 


40












 


	
  KEY
  PROJECT

  ACTIVITIES

  	
   

  	
  Deliverables*

  	
   

  	
  DELIVERABLE

  MILESTONE

  DATES (Date of

  completed

  delivery)

  	
   

  	
  PRIMARY
  AND

  SECONDARY

  RESPONSIBLE PARTY

  
	
  Beta
  Destination Search

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Testing 

   

  c.              
  Complete all
  scripted user scenarios 

   

  d.             
  Apply mixed and
  varying loads based on scripted user scenarios 

   

  e.              
  Define metrics to
  be measured 

   

  f.               
  Capture, analyze
  and make appropriate changes

  	
   

  	
  results 

   

  •                 
  Summary of findings

  	
   

  	
   

  	
   

  	
  Secondary: Dex  

   

  •                 
  Participate in the
  definition, and performance of all tests and in the analysis of test
  results  

   

  •                 
  Perform system
  tuning under the guidance of Aptas in order to alter observed performance
  behavior of the delivered software.

  
	
  13

  	
   

  	
  Conduct User Acceptance
  Testing 

   

  a.             
  Conduct acceptance
  tests to validate the DODS meets the documented requirements

  	
   

  	
  •                 
  Written approval by
  user acceptance authority

  	
   

  	
  [***]

  	
   

  	
  Primary: Dex  

  Secondary: Aptas  

  •                 
  Provide training
  for Acceptance Test Team 

  •                 
  Assist is
  trouble-shooting of any identified issues 

  •                 
  Supply at least 1
  test/development engineer to be present during acceptance testing with the
  Acceptance Test team in order to observe and document system behavior.

  
	
  14

  	
   

  	
  Train Authorized Users 

   

  a.             
  Train the
  Authorized Users as agreed to by Aptas and the Dex Governance Team 

   

  b.             
  Ensure that all
  Authorized Users are able to use the DODS

  	
   

  	
  •                 
  Training Materials
  (end user, administrative, operational) 

   

  •                 
  Trained Authorized
  Users (end user, administrative, operational) 

  	
   

  	
  [***]

  	
   

  	
  Primary: Aptas  

  Secondary: Dex  

  •                 
  Participate in
  training  

  •                 
  Train additional
  Dex staff that required knowledge, but could not practically be present in
  training provided by Aptas

  



 


41












 


	
  KEY
  PROJECT

  ACTIVITIES

  	
   

  	
  Deliverables*

  	
   

  	
  DELIVERABLE

  MILESTONE

  DATES (Date of

  completed

  delivery)

  	
   

  	
  PRIMARY
  AND

  SECONDARY

  RESPONSIBLE PARTY

  
	
  Beta
  Destination Search

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  •                 
  Prioritized
  requests, issues, risks

  	
   

  	
   

  	
   

  	
   

  
	
  15

  	
   

  	
  Obtain Formal Sponsor
  Concurrence 

  

  Decision point for the Governance Team: 

   

  a.             
  For approval of the
  work completed 

  b.             
  Develop issue
  correction plan to address any issues that were found during acceptance
  testing but were not corrected

  	
   

  	
  •                 
  Software accepted

  	
   

  	
  [***]

  	
   

  	
  Primary: Aptas  

  Secondary: Dex  

   

  •                 
  Review acceptance
  test results, outstanding issues, corrective maintenance plans, and risk 

   

  •                 
  Accept or reject
  software deliverable.

  
	
  16

  	
   

  	
  Prepare for Beta
  Transition to Production 

   

  a.             
  Ensure that the
  production environment (including operations personnel and support staff) is
  prepared for the start of production. 

  b.             
  Install required
  new equipment, software, and communications systems. 

  c.              
  Perform any
  necessary data conversion/porting

  	
   

  	
  •                 
  Implementation
  schedule 

   

  •                 
  Operations schedule

  	
   

  	
  [***]

  	
   

  	
  Primary: Aptas  

  Secondary: Dex  

   

  •                 
  Assist in
  production modification tasks as it relates to installation, tuning and other
  system and operational activities

  
	
  *17

  	
   

  	
  Implement
  Beta  

   

  a.             
  Move Beta into production use

   

  b.             
  Performance
  tune 

  	
   

  	
  •                 
  Beta
  in full production

  	
   

  	
  [***]

  	
   

  	
  Primary:
  Aptas  

  Secondary: Dex  

  •                 
  Perform system configuration required 

  •                 
  Assist
  in performance 

  



 


42












 


	
  KEY
  PROJECT

  ACTIVITIES

  	
   

  	
  Deliverables*

  	
   

  	
  DELIVERABLE

  MILESTONE

  DATES (Date of

  completed

  delivery)

  	
   

  	
  PRIMARY
  AND

  SECONDARY

  RESPONSIBLE PARTY

  
	
  Beta
  Destination Search

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  as necessary

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  tuning

  
	
  18

  	
   

  	
  Conduct Additional
  Consumer and Advertiser Research and/or Testing.

  	
   

  	
  •                 
  Deployment of
  research to assess consumer and advertiser value

  	
   

  	
  [***]

  	
   

  	
  Primary: Aptas

  
	
  19

  	
   

  	
  Reports About Site Usage
  and Advertiser Statistics

  	
   

  	
  •                 
  Reports of actual
  site usage and correlation to Dex revenue structure. 

   

  •                 
  Reports correlating
  to Dex’s revenue structure, based on search logs from DOE

  	
   

  	
  [***]

  	
   

  	
  Primary: Aptas

  
	
  20

  	
   

  	
  Evaluate Results

  	
   

  	
  •                 
  Quantitative
  results for feature usage, consumer and advertiser value, and correlation to
  Dex revenue structure

  	
   

  	
  [***]

  	
   

  	
  Primary: Aptas  

  Secondary: Dex  

  •                 
  Assess test
  results, and identify required changes.

  
	
  21

  	
   

  	
  Continue DODS User
  Interface and Functionality Refinements

  	
   

  	
  •                 
  Set of prioritized
  change orders for DODS

  	
   

  	
  [***]

  	
   

  	
  Secondary: Dex  

  •                 
  Set priorities for
  change orders and define acceptable deployment requirements

  
	
  22

  	
   

  	
  Obtain Formal
  Concurrence for Feature Set for DODS

  	
   

  	
  •                 
  Acceptance of
  change orders for DODS

  	
   

  	
  [***]

  	
   

  	
  Primary: Aptas

  



 






* Note:   Deliverables highlighted through bolding
and/or asterisk designation constitute Major Development and Implementation
Milestone for the indicated delivery date(s).


 


43












 


	
  KEY
  PROJECT

  ACTIVITIES

  	
   

  	
  Deliverables*

  	
   

  	
  DELIVERABLE

  MILESTONE

  DATES (Date of

  completed

  delivery)

  	
   

  	
  PRIMARY
  AND

  SECONDARY RESPONSIBLE

  PARTY

  
	
  DODS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  *1.

  	
   

  	
  Validate
  Business Requirements

  	
   

  	
  •                 
  Prioritized list of high level business requirements. Items will be
  identified as high and medium. 

  •                 
  High are those requirements that must be implemented in Pilot. 

  •                 
  Medium are those requirements that must be implemented in the Beta
  Destination Search 

  •                 
  Low are those requirements that must be implemented in the
  implementation of the DODS.

  	
   

  	
  [***]

  	
   

  	
  Primary:
  Dex  

  Secondary: Aptas

  
	
  2.

  	
   

  	
  Business and Technical
  Requirements Definition

  	
   

  	
  •                 
  DODS context
  diagram 

  •                 
  Business
  rules by functional area 

  •                 
  Business use case
  diagram Glossary

  	
   

  	
  [***]

  	
   

  	
  Primary: Aptas  

  Secondary: Dex  

  •                 
  Assist by providing
  information as required by Aptas 

  •                 
  Review deliverables

  
	
  3.

  	
   

  	
  Refined Assumptions,
  Constraints, Risk, and Exclusions

  	
   

  	
  •                 
  High level
  architectural decisions.

  	
   

  	
  [***]

  	
   

  	
  Primary: Aptas

  
	
  4.

  	
   

  	
  Create more detailed
  Project Plan

  	
   

  	
  •                 
  Refined high level
  Project Plan and resource requirements

  	
   

  	
  [***]

  	
   

  	
  Primary: Aptas

  
	
   

  	
   

  	
  Develop the Conceptual 

  	
   

  	
  •                 
  Additional 

  	
   

  	
  [***]

  	
   

  	
  Primary: Aptas

  



 


44












 


	
  KEY
  PROJECT

  ACTIVITIES

  	
   

  	
  Deliverables*

  	
   

  	
  DELIVERABLE

  MILESTONE

  DATES (Date of

  completed

  delivery)

  	
   

  	
  PRIMARY
  AND

  SECONDARY RESPONSIBLE

  PARTY

  
	
  DODS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Designs 

   

  a.             
  Identify best
  practices for the DODS being developed 

  b.             
  Define the DODS
  basic functionality and information exchanges 

  c.              
  Identify the
  inputs, outputs, and triggers for each DODS function

  	
   

  	
  Interfaces for the DODS 

   

  •                 
  DODS use cases

  	
   

  	
  [***]

  	
   

  	
   

  
	
  6.

  	
   

  	
  Design User Interfaces
  (Detailed Interaction Design) 

   

  a.             
  Storyboard
  Interfaces to describe basic flow of the screens and scenarios 

  b.             
  Create prototypes
  with sample screens and basic functionality for customer input. 

  c.              
  Consumer and
  Advertiser Testing needed, as well as evaluation and integration of these
  findings.

  	
   

  	
  •                 
  Screen designs 

   

  •                 
  Form designs 

   

  •                 
  Report designs 

   

  •                 
  Navigational design
  

   

  •                 
  HTML

  	
   

  	
  [***]

  	
   

  	
  Primary: Aptas

  
	
  7.

  	
   

  	
  Create Asset Deployment
  Strategy Product Delivery Plan 

   

  a.             
  Identify the
  processes required to deploy functionality

  	
   

  	
  •                 
  Asset deployment
  plan 

   

  •                 
  Asset delivery plan
  

   

  •                 
  Deployment strategy
  

   

  •                 
  Release strategy

  	
   

  	
  [***]

  	
   

  	
  Primary: Aptas  

  Secondary: Dex  

  •                 
  Provide cross
  organizational support for release coordination

  
	
  8.

  	
   

  	
  Conduct UI and
  Functionality 

  	
   

  	
  •     Prioritized list of issues, 

  	
   

  	
  [***]

  	
   

  	
  Primary: Aptas

  Secondary: Dex 

  



 


45












 


	
  KEY
  PROJECT

  ACTIVITIES

  	
   

  	
  Deliverables*

  	
   

  	
  DELIVERABLE

  MILESTONE

  DATES (Date of

  completed

  delivery)

  	
   

  	
  PRIMARY
  AND

  SECONDARY RESPONSIBLE

  PARTY

  
	
  DODS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Walkthrough 

   

  a.             
  Ensure that the
  various aspects of the design fulfill the requirements and comply with
  standards and reference architecture.

  	
   

  	
  resolutions, changes, etc 

   

  •                 
  Sign-off(s)
  indicating concurrence

  	
   

  	
   

  	
   

  	
  •                 
  Provide standards
  required  

  •                 
  Review designs

  
	
  9.

  	
   

  	
  Prepare for
  Implementation 

   

  b.             
  Define the
  implementation plan that specifically describes how the DODS Website will be
  transitioned into production (i.e., training, data conversion, switchover) 

  c.              
  Develop the DODS
  Website security model – compile all security information into a
  comprehensive plan over the life of the development project.

  	
   

  	
  •                 
  Production cut-over
  plan including roll back plan 

   

  •                 
  Application
  security model

  	
   

  	
  [***]

  	
   

  	
  Primary: Aptas

  
	
  10.

  	
   

  	
  Develop Test Strategy
  and Plan 

   

  c.              
  Define test cases
  (started early so that during the development of the use case the each test
  case is being defined). 

  d.             
  Ensure that the
  test environment is ready for use 

  e.              
  Communicate
  scenarios to be tested to prevent gaps in 

  	
   

  	
  •                 
  Test strategy and
  plan 

  •                 
  Test objectives 

  •                 
  Levels of testing,
  including conceptual, functional, unit, System, integration acceptance 

  •                 
  Roles and
  responsibilities for testing

  	
   

  	
  [***]

  	
   

  	
  Primary: Aptas  

  Secondary: Dex  

  •                 
  Assist in the
  development of test strategy and plan

  



 


46












 


	
  KEY
  PROJECT

  ACTIVITIES

  	
   

  	
  Deliverables*

  	
   

  	
  DELIVERABLE

  MILESTONE

  DATES (Date of

  completed

  delivery)

  	
   

  	
  PRIMARY
  AND

  SECONDARY RESPONSIBLE

  PARTY

  
	
  DODS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  delivering business requirements

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11.

  	
   

  	
  Design Software
  Modification and Components

  	
   

  	
  •                 
  Data Flows 

   

  •                 
  Design Specifications

  	
   

  	
  [***]

  	
   

  	
  Primary: Aptas

  
	
  12.

  	
   

  	
  Develop and Unit Test
  Software

  	
   

  	
  •                 
  Handoff of software
  to QA

  	
   

  	
  [***]

  	
   

  	
  Primary: Aptas

  
	
  13.

  	
   

  	
  Write Documentation 

   

  a.             
  Write user
  procedures, compile into user manual

  	
   

  	
  •                 
  Organized and
  accessible work products (e.g. team room, etc.) 

   

  •                 
  Organized and
  accessible “how to” training documentation material for Dex personnel and Dex
  designated third parties

  	
   

  	
  [***]

  	
   

  	
  Primary: Aptas

  
	
  14.

  	
   

  	
  Build DODS in QA 

   

  a.             
  Develop program
  code and perform unit tests.

  b.             
  Build user
  interfaces

  	
   

  	
  •                 
  Application(s)
  including code assets, scripts, processes, schemas, etc. ready for test

  	
   

  	
  [***]

  	
   

  	
  Primary: Aptas

  
	
  15.

  	
   

  	
  Functional and Integration
  Testing 

   

  a.             
  Conduct functional
  tests to ensure DODS achieves requirements 

  b.             
  Conduct end to end 

  	
   

  	
  •                 
  Functional test
  results 

   

  •                 
  Test results 

   

  •                 
  Integration test
  results 

   

  •                 
  Prioritized list of
  

  	
   

  	
  [***]

  	
   

  	
  Primary: Aptas  

  Secondary: Dex  

  •                 
  Review functional
  test scenarios  

  •                 
  Assist Aptas in the
  specification of test scenarios  

  •                 
  Review testing
  results  

  



 


47












 


	
  KEY
  PROJECT

  ACTIVITIES

  	
   

  	
  Deliverables*

  	
   

  	
  DELIVERABLE

  MILESTONE

  DATES (Date of

  completed

  delivery)

  	
   

  	
  PRIMARY
  AND

  SECONDARY RESPONSIBLE

  PARTY

  
	
  DODS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  system tests to ensure the DODS achieves documented
  requirements

  	
   

  	
  change requests, issues, risks

  	
   

  	
   

  	
   

  	
  •                 
  Prioritize change
  requests  

  •                 
  Assist in issue
  resolution and risk mitigation  

  •                 
  Perform Dex
  aspects of integration tests 

  •                 
  Participant in
  performance testing

  
	
  16.

  	
   

  	
  Performance Testing 

   

  a.             
  Complete all
  scripted user scenarios 

   

  b.             
  Apply mixed and
  varying loads based on scripted user scenarios 

   

  c.              
  Define metrics to
  be measured 

   

  d.             
  Capture, analyze
  and make appropriate changes

  	
   

  	
  •                 
  Performance test
  results 

   

  •                 
  Summary of findings

  	
   

  	
  [***]

  	
   

  	
  Primary: Aptas  

  Secondary: Dex  

  •                 
  Participate in the
  definition, and performance of all tests and in the analysis of test
  results  

  •                 
  Perform system
  tuning under the guidance of Aptas in order to alter observed performance
  behavior of the delivered software.

  
	
  17.

  	
   

  	
  User Acceptance Testing
  

   

  a.             
  Conduct acceptance
  tests to validate the DODS meets the documented requirements

  	
   

  	
  •                 
  Written approval by
  user acceptance authority

  	
   

  	
  [***]

  	
   

  	
  Primary: Dex  

  Secondary: Aptas  

  •                 
  Provide training
  for Acceptance Test Team 

  •                 
  Assist is trouble-shooting
  of any identified issues  

  •                 
  Supply at least 1
  test/development engineer to be present during acceptance testing with the
  Acceptance Test team in order to observe and document system behavior.

  
	
  18

  	
   

  	
  Train Authorized Users 

   

  a.             
  Train the
  Authorized Users as agreed to by Aptas and the Dex 

  	
   

  	
  •                 
  Trained Authorized
  Users

  •                 
  Prioritized
  requests, issues,

  	
   

  	
  [***]

  	
   

  	
  Primary: Aptas  

  Secondary: Dex  

  •                 
  Participate in
  training  

  •                 
  Train additional
  Dex staff 

  



 


48












 


	
  KEY
  PROJECT

  ACTIVITIES

  	
   

  	
  Deliverables*

  	
   

  	
  DELIVERABLE

  MILESTONE

  DATES (Date of

  completed

  delivery)

  	
   

  	
  PRIMARY
  AND

  SECONDARY RESPONSIBLE

  PARTY

  
	
  DODS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Governance Team 

  b.             
  Ensure that all
  Authorized Users are able to use the DODS

  	
   

  	
  risks

  	
   

  	
   

  	
   

  	
  that required knowledge, but could not practically
  be present in training provided by Aptas

  
	
  19.

  	
   

  	
  Obtain Formal Sponsor
  Concurrence 

   

  Decision point for the
  Governance Team: 

   

  a.             
  For approval of the
  work completed 

  b.             
  Develop issue
  correction plan to address any issues that were found during acceptance
  testing but were not corrected

  	
   

  	
  •                 
  Software accepted

  	
   

  	
  [***]

  	
   

  	
  Primary: Aptas  

  Secondary: Dex  

  •                 
  Review acceptance
  test results, outstanding issues, corrective maintenance plans, and
  risk  

  •                 
  Accept or reject
  software deliverable.

  
	
  20.

  	
   

  	
  Prepare for DODS
  Transition to Production 

   

  a.             
  Ensure that the
  production environment (including operations personnel and support staff) is
  prepared for the start of production. 

  b.             
  Install required
  new equipment, software, and communications systems. 

  c.              
  Perform any
  necessary data conversion/porting

  	
   

  	
  •                 
  Implementation
  schedule 

   

  •                 
  Operations schedule

  	
   

  	
  [***]

  	
   

  	
  Primary: Aptas  

  Secondary: Dex  

  •                 
  Assist in
  production modification tasks as it relates to installation, tuning and other
  system and operational activities

  
	
  *21.

  	
   

  	
  Implement
  DODS  

   

  a.             
  Move DODS into production use  

   

  b.             
  Performance tune as necessary

  	
   

  	
  •                 
  DODS
  in full production

  	
   

  	
  [***]

  	
   

  	
  Primary:
  Aptas  

  Secondary: Dex  

  •                 
  Perform system
  configuration required  

  •                 
  Assist
  in performance tuning

  



 


49












 


	
  KEY
  PROJECT

  ACTIVITIES

  	
   

  	
  Deliverables*

  	
   

  	
  DELIVERABLE

  MILESTONE

  DATES (Date of

  completed

  delivery)

  	
   

  	
  PRIMARY
  AND

  SECONDARY RESPONSIBLE

  PARTY

  
	
  DODS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  22.

  	
   

  	
  Decommission and
  Archive Existing Website

  	
   

  	
  •

  	
   

  	
  [***]

  	
   

  	
  Primary: Dex

  



 






* Note:   Deliverables highlighted through bolding
and/or asterisk designation constitute Major Development and Implementation
Milestone for the indicated delivery date(s).


 


CHAPTER 6.                   
WARRANTY


 


Aptas warrants that the
DODS will be free from material errors in operation and performance, will
comply with the documentation and the Specifications in all material respects
and will provide the functions and features and operate in the manner described
in this Attachment. Aptas shall expeditiously remedy any breach of this
warranty at Aptas’ sole cost and expense.


 


50












 


Attachment
B – Exhibit 1


Pilot
Description


 


This is Exhibit 1
to Attachment B to Work
Order Number Two (the “Work Order”)
to the Professional Services and License Agreement dated June 27, 2003 by
and between Dex and Aptas (the “Agreement”)
and is made a part thereof by reference. Capitalized terms not otherwise
defined in this Exhibit shall have the meanings given them in the
Agreement.


 


The Pilot shall be as described in and in connection
with the Proposal.


 


Proprietary
and Confidential information of AMDOCS Ltd.












 


[***]
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.


 


Dex
– Aptas


 


 


Work
Order Number Two


 


Attachment
C


 


 


Transition
Services and Termination for

Convenience Charges


 


 


Dex Proprietary
Information


Work Order
No. 2, Attachment C


 












 


Table
of Contents


 


	
  1.

  	
   

  	
  General

  	
  2

  
	
  2.

  	
   

  	
  Termination Assistance
  Plan

  	
  2

  
	
  3.

  	
   

  	
  Specific Transition
  SERVICES

  	
  2

  
	
   

  	
  3.1.

  	
   

  	
  General Support

  	
  2

  
	
   

  	
  3.2.

  	
   

  	
  Knowledge Transfer

  	
  2

  
	
   

  	
   

  	
  3.2.1.

  	
  Information Regarding
  Services

  	
  2

  
	
   

  	
   

  	
  3.2.2.

  	
  Information Regarding
  Equipment, Software

  	
  3

  
	
   

  	
   

  	
  3.2.3.

  	
  Operational Information
  – Change Process and Operations Procedures

  	
  3

  
	
   

  	
   

  	
  3.2.4.

  	
  Access to Personnel

  	
  3

  
	
   

  	
   

  	
  3.2.5.

  	
  Applicable Laws

  	
  3

  
	
   

  	
  3.3.

  	
   

  	
  Transfer of Resources

  	
  3

  
	
   

  	
   

  	
  3.3.1.

  	
  Third Party Services

  	
  3

  
	
   

  	
   

  	
  3.3.2.

  	
  Equipment and Software
  Listings

  	
  3

  
	
   

  	
   

  	
  3.3.3.

  	
  Tax Minimization

  	
  3

  
	
   

  	
   

  	
  3.3.4.

  	
  Assignment of Software
  and Contracts

  	
  3

  
	
   

  	
  3.4.

  	
   

  	
  Operational Transfer

  	
  3

  
	
   

  	
   

  	
  3.4.1.

  	
  Code and Documentation

  	
  4

  
	
   

  	
   

  	
  3.4.2.

  	
  Source Materials

  	
  4

  
	
   

  	
   

  	
  3.4.3.

  	
  Operational Information

  	
  4

  
	
   

  	
   

  	
  3.4.4.

  	
  Information Regarding
  Alternative Sources

  	
  4

  
	
   

  	
   

  	
  3.4.5.

  	
  Project Transition

  	
  4

  
	
   

  	
   

  	
  3.4.6.

  	
  Documenting and
  Delivering Dex Data

  	
  4

  
	
   

  	
   

  	
  3.4.7.

  	
  Physical and Logical
  Security

  	
  4

  
	
   

  	
   

  	
  3.4.8.

  	
  Third Party
  Notifications

  	
  4

  
	
   

  	
   

  	
  3.4.9.

  	
  Return of Dex Property

  	
  4

  
	
   

  	
   

  	
  3.4.10.

  	
  Additional Assistance

  	
  5

  
	
   

  	
  3.5.

  	
   

  	
  Organizational Transfer

  	
  5

  
	
   

  	
   

  	
  3.5.1.

  	
  Organizational Chart

  	
  5

  
	
   

  	
   

  	
  3.5.2.

  	
  Description of Position
  and Resource Requirements

  	
  5

  
	
  4.

  	
   

  	
  performance of
  Termination Assistance Services and Charges

  	
  5

  
	
   

  	
  4.1.

  	
   

  	
  Firm commitment and
  PERFORMANCE

  	
  5

  
	
   

  	
  4.2.

  	
   

  	
  Performance

  	
  5

  
	
   

  	
  4.3.

  	
   

  	
  Rates and charges for
  provision of transition services

  	
  5

  
	
  5.

  	
   

  	
  Termination related
  charges

  	
  6

  
	
   

  	
  5.1.

  	
   

  	
  Post-Expiration Charges
  for Continuing Use of Aptas Owned Materials (No Termination for 

  	
  6

  
	
   

  	
  Convenience)

  	
   

  
	
   

  	
   

  	
  5.1.1.

  	
  OTQ Wind-Down Charge
  for 2 Calendar Years

  	
  6

  
	
   

  	
   

  	
  5.1.2.

  	
  Right to and Charges
  for Updates to Aptas Owned Materials during the First Calendar Year and

  	
  6

  
	
   

  	
  the Second Calendar
  Year

  	
   

  
	
   

  	
  5.2.

  	
   

  	
  Termination For
  convenience and Related Charges

  	
  7

  
	
   

  	
   

  	
  5.2.1.

  	
  Termination for
  Convenience Without Continuing Use of Aptas Owned Materials for DODS.

  	
  7

  
	
   

  	
   

  	
  5.2.2.

  	
  Termination for
  Convenience Charges With Continuing Use of Aptas Owned Materials.

  	
  8

  
	
   

  	
   

  	
  5.2.3.

  	
  Reduction for any Moon
  Valley Fees Payable by Dex.

  	
  9

  
	
   

  	
  5.3.

  	
   

  	
  5.3.Aggregate Cap on
  Total Work Order Charges in event of Termination for Convenience OR 

  	
  9

  
	
   

  	
  Expiration

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


i












 


WORK
ORDER NUMBER TWO


 


ATTACHMENT
C


 


DEVELOPMENT
AND IMPLEMENTATION SERVICES


 


This is Attachment
C to Work Order Number Two (the “Work Order”) to the Professional Services and License
Agreement, dated June 27, 2003 by and between Dex and Aptas (the “Agreement”). Capitalized terms not
otherwise defined in this Attachment shall have the meanings given them or
provided for in the Work Order.


 


1.                                     
GENERAL


 


This Attachment provides
for the transfer of the control and responsibility for the Services, including
the Existing Website or DODS, as applicable, to Dex and/or Dex’s designee(s).
The Transition Services shall include, as requested by Dex, the Services,
functions and responsibilities set forth in this Attachment, as well as those
set forth in Section 4.4
of the Agreement and shall be performed in a manner that will not interfere
with the operation of the Existing Website or the DODS, as applicable.


 


2.                                     
TERMINATION ASSISTANCE PLAN


 


Aptas will assist Dex in the development of a plan for
the transition of the Services, including the Existing Website or DODS, as
applicable, from Aptas to Dex or its designee(s) in accordance with the
provisions of Section 4.7
of the Agreement.


 


3.                                     
SPECIFIC TRANSITION SERVICES


 


3.1                       
GENERAL SUPPORT


 


As directed by Dex, Aptas shall perform general
support and other activities as set forth in Section 4.7 of the Agreement.


 


3.2                       
KNOWLEDGE TRANSFER


 


Aptas will provide for a transfer of knowledge
regarding the Services, including the Existing Website or DODS, as applicable,
and related topics so as to facilitate the provision of the Services by Dex or
its designee(s), including the continued operation of the Existing Website or
DODS, as applicable. This knowledge transfer shall include:


 


3.2.1                    
Information Regarding
Services


 


Supplying information regarding the Services and the
Existing Website and DODS, as applicable, as necessary to implement the
transition plan, and providing such information regarding Services as
reasonably necessary for Dex or its designee(s) to assume responsibility for
continued performance of Services in an orderly manner so as to minimize
disruption in the operations the Existing Website or DODS, as applicable,
including (i) relevant documentation; and (ii) key support contacts
(names, business phone numbers, fax numbers, e-mail addresses and business
postal addresses) of Dex, third party personnel and personnel performing the
Services during the transition from Aptas to Dex or its designee(s).


 












 


3.2.2.                 
Information Regarding
Equipment, Software


 


Supplying information concerning equipment, software,
types and skills of personnel, third parties, and other resources used by Aptas
to provide Services, including operation and maintenance of the Existing
Website or DODS, as applicable, as may be reasonably necessary for Dex or
its designee(s) to assume responsibility for the Services.


 


3.2.3.                 
Operational
Information – Change Process and Operations Procedures


 


Explaining the change control procedures, change
management process, problem management process, procedures, reports and other
standards and procedures associated with the operation and maintenance of the
Existing Website or DODS, as applicable, to Dex’s or its designee(s)’s
operations staff.


 


3.2.4                    
Access to Personnel


 


Providing reasonable access, coordinated through
Aptas’ Program Manager, in person and by telephone to personnel (including
subcontractors) through the end of the period of provision of Transition
Services, including any personnel involved in performing the Services during
the twelve (12) months preceding Aptas’ receipt of the notice of termination or
non-renewal.


 


3.2.5                    
Applicable Laws


 


Explaining the extent and nature of the impact on the
Services of applicable laws, rules or regulations as they relate to the
providing of the Services.


 


3.3.                    
TRANSFER OF RESOURCES


 


Aptas shall provide all reasonable assistance required
for the transfer to Dex or its designee(s) of the resources (equipment,
software and third party agreements) to which Dex is entitled under the
Agreement. Such assistance shall include at a minimum:


 


3.3.1.                 
Third Party Services


 


Identifying any third party services which are
required by Dex or its designee(s) to perform the Services, and to which
Dex is entitled under Section 4.7.6
of the Agreement.


 


3.3.2.                 
Equipment and
Software Listings


 


Providing a list of assets for equipment and software
owned or licensed by Aptas, its subcontractors, and/or Dex, including those
which are required by Dex or its designee(s) to perform the Services and
to which Dex is entitled under Section 4.7
of the Agreement and Sections 5.3
and 14.4 of the Work Order.


 


3.3.3.                 
Tax Minimization


 


Working with Dex or its designee(s) to minimize or
eliminate any potential taxes that might be incurred as a result of any
transfers, including of equipment pursuant to Section 4.7.5 of the Agreement.


 


3.3.4.                 
Assignment of
Software and Contracts


 


Performing functions required to effect the assignment
of equipment, software and third party contracts, which are required by Dex or
its designee(s) to perform the Services, and to which Dex is entitled
under Section 4.7 of
the Agreement and Sections 5.3
and 14.4 of the Work Order,
including executing legal documents.


 


3












 


3.4.                    
OPERATIONAL TRANSFER


 


Aptas shall perform all activities requested by
Dex pursuant to Section 4.7
of the Agreement to effect a smooth transfer of operational responsibility for
the Services, including the Existing Website and the DODS, as applicable. This
shall include:


 


3.4.1.                 
Code and
Documentation


 


Providing to Dex or its designee(s), machine-readable
Code (to the extent Dex is entitled thereto), along with run Documentation and
other information necessary to provide the Services.


 


3.4.2.                 
Source Materials


 


To the extent used to provide the Services,
documenting and delivering source materials to which Dex is entitled under the
Agreement, together with object libraries and reference files.


 


3.4.3.                 
Operational
Information


 


To the extent applicable and available, delivering
support profiles, enhancement logs, problem tracking/resolution documentation,
and status reports associated with the Existing Website and DODS, as
applicable, and the Services.


 


3.4.4.                 
Information Regarding
Alternative Sources


 


Providing assistance in identifying alternate sources
of resources, including experienced labor resources knowledgeable about the
Services and the Existing Website and DODS, as applicable.


 


3.4.5.                 
Project Transition


 


Providing for the orderly hand-off of any ongoing
projects or other activities, including a listing of current and planned
projects, as well as all equipment ordered or in process, and eligible to be
purchased by Dex in accordance with Section 4.7.5
of the Agreement. With respect to any such on-going project, document current
status, stabilize for continuity during transfer, and provide reasonable
training to achieve transfer of responsibility without loss of momentum. In
addition to the foregoing, to the extent directed by Dex, Aptas will freeze all
Changes in and to the Services and the Existing Website or DODS, as applicable.


 


3.4.6                    
Documenting and
Delivering Dex Data


 


Documenting and delivering to Dex all Dex Data
possessed by Aptas in the form and format reasonably requested by Dex.


 


3.4.7                    
Physical and Logical
Security


 


Documenting ownership and access levels for all
passwords maintained by Aptas or in Aptas’ possession, and instructing Dex or
its designee(s) in the use and operation of security controls related to the
Services and the Existing Website and DODS, as applicable.


 


3.4.8                    
Third Party
Notifications


 


To the extent necessary and convenient to the
transitioning of the Services to Dex and/or its designee(s), providing and
coordinating reasonable assistance to Dex in notifying relevant third parties
of the procedures to be followed prior to, during, and after the transition.


 


3.4.9                    
Return of Dex
Property


 


Returning to Dex any remaining property of Dex in
Aptas’ possession or under Aptas’ control, including any remaining reports, Dex
Data, Dex Owned Materials, Materials in which Dex otherwise has rights under
the Agreement beyond the period of provision of Services and other proprietary
information of Dex.


 


4












 


3.4.10             
Additional Assistance


 


After the completion of the transition, providing
additional assistance as reasonably requested by Dex to assure continuity of
operations.


 


3.5.                    
ORGANIZATIONAL TRANSFER


 


Aptas shall provide reasonable assistance required to
transfer and organizational procedures developed during the performance of the
Services which are specific to the support of Dex or otherwise required to
perform the Services, including in connection with any efforts by Dex at
hiring, as contemplated in Section 4.7.4
of the Agreement. Notwithstanding the prior sentence, this shall include:


 


3.5.1.                 
Organizational Chart


 


Providing a current account organizational chart by
individual personnel (including of subcontractors) performing any of the
Services, together with such related information as Dex may reasonably
require.


 


3.5.2.                 
Description of
Position and Resource Requirements


 


Providing a listing of the then-current positions and
the approximate amount of time (FTEs) spent to provide the Services. Further,
Aptas will assist Dex in identifying any then-current or anticipated personnel
resource requirements.


 


CHAPTER CHAPTER 4. PERFORMANCE OF
TERMINATION ASSISTANCE SERVICES AND CHARGES


 


4.1.                    
FIRM COMMITMENT AND PERFORMANCE


 


Aptas shall provide Transition Services to Dex, or
their designee(s), regardless of the reason for the expiration or termination
of the Agreement; provided, if the Agreement is terminated by Aptas under Section 4.4 of the Agreement for
failure to pay undisputed amounts, Aptas may require payment in advance
for Transition Services to be provided or performed under this Attachment.


 


4.2.                    
PERFORMANCE


 


Aptas shall perform the Transition Services with
at least the same degree of accuracy, quality, completeness, timeliness,
responsiveness and resource efficiency as it provided and was required to
provide the same or similar Services under the Agreement, including meeting the
Performance Standards, and shall not be degraded. Personnel performing the
Services and reasonably considered by Dex to be critical to the performance of
the Services, including Transition Services, shall be retained in the provision
of Services through the completion of all relevant Transition Services.


 


4.3.                    
RATES AND CHARGES FOR PROVISION OF TRANSITION SERVICES


 


As contemplated in Section 4.7.3 of the Agreement, to the extent Dex
requests that Aptas provide or perform Transition Services (including the
extension of Services otherwise then being performed under the Agreement), Dex
shall pay Aptas the rates and charges specified in this Work Order, including
for any additional Personnel or resources required to perform such
Transition Services. To the extent rates and charges for any such additional
personnel or resources are not specified in this Work Order, Dex shall pay
comparable rates to the personnel rates set forth in Section 11.7 of the Work Order).
To the extent the Transition Services requested by Dex can be provided by Aptas
using personnel and resources already assigned to perform the Services,
there will be no additional charge (beyond the then applicable charges 


 


5












 


under the Work Order) to Dex for such Transition
Services. If the Transition Services requested by Dex cannot be provided by
Aptas using personnel and resources then performing the Services, Dex, in its
sole discretion, may forego or delay any work activities or temporarily or
permanently adjust the work to be performed by Aptas, the schedules associated
therewith or the Performance Standards to permit the performance of such
Transition Services using such personnel or resources already assigned to
perform the Services.


 


CHAPTER CHAPTER 5. TERMINATION
RELATED CHARGES


 


5.1.                    
POST-EXPIRATION CHARGES FOR CONTINUING USE OF APTAS OWNED MATERIALS (NO
TERMINATION FOR CONVENIENCE)


 


Upon any termination or expiration of the Agreement
other than pursuant to Section 16.1
of the Work Order, the license granted to Dex in and to the Aptas Owned
Materials pursuant to Section 14.4
of the Work Order shall be royalty-free, except to the extent of the following:


 


5.1.1.                 
OTQ Wind-Down Charge
for 2 Calendar Years


 


In connection with Dex’s continued use of the Aptas
Owned Materials in connection with the DODS for the [***] following the
termination or expiration of the Agreement (the [***] respectively), Dex shall
pay to Aptas the following OTQ wind-down charges:


 


•                 
Monthly payments in
the [***] equal to [***] of the average OTQ Charge applicable for the final six
month period the Agreement was in effect.


 


•                 
Monthly payments in
the [***] equal to [***] of the average OTQ Charge applicable for the final six
month period the Agreement was in effect.


 


Dex may elect to cease its use the Aptas Owned
Materials in connection with the DODS and upon such an election, the foregoing
fees shall cease to apply.


 


For the avoidance of doubt, the parties acknowledge
and agree that the foregoing payments shall not be payable in the event of a
termination of the Agreement by Dex for cause pursuant to Section 4.3 of the Agreement.


 


5.1.2.                 
Right to and Charges
for Updates to Aptas Owned Materials during the First Calendar Year and the
Second Calendar Year


 


At Dex’s election, during the [***] and the [***],
Aptas shall continue to perform and provide customizations, enhancements,
error corrections and other updates to the Aptas Owned Materials used in
connection with the DODS consistent with those performed and provided under the
Agreement and shall provide all such updates (including the Code therefor) to
Dex in the form and format reasonable required by Dex. Aptas’ charge, in
addition to any amounts payable by Dex pursuant to Section 5.1.1 above, for
performing and providing such updates shall be [***] for each of the [***] and
the [***], payable by Dex in monthly installments of [***] during such years.
Dex may terminate such right to receive such updates upon thirty (30) days
written notice to Aptas and such monthly payment obligation shall thereupon
terminate.


 


6












 


5.2.                    
TERMINATION FOR CONVENIENCE AND RELATED CHARGES


 


5.2.1.                 
Termination for
Convenience Without Continuing Use of Aptas Owned Materials for DODS.


 


In the event of Dex’s termination of the Agreement
pursuant to Section 16.1
of the Work Order prior to [***] and Dex elects to not continue using the Aptas Owned Materials in connection
with the DODS following such termination pursuant to the license provided in Section 14.4 of the Work Order,
Dex shall pay Aptas a termination for convenience charge calculated as of the
Calculation Date (defined below), with such calculation based upon a
month-to-month reduction over each calendar year from the amount set forth
below for the applicable calendar year, with such monthly reduction equal to
(A) the difference between the amount set forth below for such calendar
year and the amount set forth below for the immediately succeeding calendar
year (or [***]), divided by (B) 12:


 


[***]


[***]


[***]


 


For example, in the event of a [***] Calculation Date,
the applicable termination charge would be [***], calculated as follows:


 


•                 
the monthly reduction
for [***] is [***]  This amount is determined by dividing (A) [***]
the difference between [***] (the amount set forth above for [***]) and [***]
(the amount set forth above for [***]), by (B) 12.


 


•                 
As of [***], there
will have been 6 monthly reductions of [***], for a total reduction of [***]


 


•                 
Subtracting such
[***] aggregate monthly reduction from [***] produces an applicable termination
charge of [***]


 


Any such termination for convenience charge shall be
calculated as of the later of (i) the date of termination of the
applicable Services, and (ii) the satisfactory completion of all
applicable Transition Services requested by Dex under Section 4.7 of the Agreement and
under this Attachment (such date of calculation, the “Calculation Date”).


 


In the event Dex so terminates the Agreement in part,
the charges (including any termination for convenience charges) thereafter
payable to Aptas shall be equitably reduced to reflect such partial termination
of the Agreement.


 


Notwithstanding the foregoing, there shall be no
termination charge payable by Dex in connection with its termination of the
Agreement pursuant to Section 16.1
of the Work Order in the event that prior to [***] Aptas (i) shall not
have entered into   agreements with other customers for Aptas’
provision of Destination Search products and services, or (ii) fails to
reasonably demonstrate to Dex that it possesses sufficient corporate financial
strength for the continued provision of the Services and appropriate continued
research and development of Destination Search.


 


7












 


5.2.2.                 
Termination for
Convenience Charges With Continuing Use of Aptas Owned Materials.


 


5.2.2.1.             
Termination for
Convenience Charges


 


In the event of Dex’s termination of the Agreement
pursuant to Section 16.1
of the Work Order after [***] and prior to [***] and Dex elects to continue
using the Aptas Owned Materials in connection with the DODS following such
termination pursuant to the license provided in Section 14.4 of the Work Order, Dex shall pay Aptas
in accordance with the following payments for the period following the
Termination Effective Date (as defined below):


 


•                 
[***]. For each month
in [***] following the Termination Effective Date, Dex shall pay Aptas an
amount equal to the greater of:


 


(i)            
$[***]; or


 


(ii)          [***] of the amount that the OTQ Charge
would have been applicable for such month had the Agreement not been terminated
pursuant to Section 16.1
of the Work Order;


 


•                 
[***] For each month
in [***] following the Termination Effective Date, Dex shall pay Aptas an
amount equal to the greater of:


 


(i)            
[***] or


 


(ii) [***]of the amount that the OTQ Charge would
have been applicable for such month had the Agreement not been terminated
pursuant to Section 16.1
of the Work Order.


 


For the avoidance of doubt, the foregoing payments
shall be in lieu of any termination charge payable pursuant to Section 5.2.1 above.


 


5.2.2.2.             
Right to and Charges
for Updates to Aptas Owned Materials.


 


At Dex’s election, in the event of Dex’s termination
of the Agreement pursuant to the Section 16.1
of the Work Order after [***] and prior to [***] and Dex’s election to continue
using the Aptas Owned Materials in connection with the DODS following such
termination pursuant to the license provided in Section 14.4 of the Work Order, Aptas shall continue
to perform and provide customizations, enhancements, error corrections and
other updates to the Aptas Owned Materials consistent with those performed and
provided under the Agreement and shall provide all such updates (including the
Code therefor) to Dex in the form and format reasonable required by Dex.
Aptas’ charge, in addition to any amounts payable by Dex pursuant to Section 5.2.2 above, for
performing and providing such updates shall be [***] for each full calendar
year from the [***] (prorated for partial years), payable by Dex in monthly
installments of [***] during such years, provided that Dex’ obligation to make
such payments shall not extend beyond [***]  Dex may terminate such
right to receive such updates upon thirty (30) days written notice to Aptas and
such monthly payment obligation shall thereupon terminate.


 


8












 


5.2.2.3.             
Termination Effective
Date.


 


For purposes of this Section 5.2.2, the “Termination
Effective Date” shall be the later of (i) the date of termination
of the applicable Services, and (ii) the satisfactory completion of all
applicable Transition Services requested by Dex under Section 4.7 of the Agreement and
under this Attachment.


 


5.2.2.4.             
Reductions of Charges
in Event of Partial Termination.


 


In the event of a partial termination of the Agreement
pursuant to Section 16.1
of the Work Order, the charges (including any charges pursuant to Sections 5.2.2.1 and 5.2.2.2 above and ongoing charges
payable under the Work Order) thereafter payable to Aptas shall be equitably
reduced to reflect such partial termination of the Agreement.


 


5.2.2.5.             
Termination Charge.


 


In the event Dex shall have elected to continue using
the Aptas Owned Materials as contemplated in Section 5.2.2.1 above, but shall subsequently
determine to cease using the Aptas Owned Materials in connection with the DODS
after December 31, 2005 and prior to the end of calendar year 2007, Dex
may provide Aptas not less than thirty (30) days advance notice of such
cessation and upon the date of such cessation (the “Cessation Date”):


 


(i)                                    
the
payments provided for in Section 5.2.2.1 shall cease, and


 


(ii)                                 
Dex
shall pay to Aptas a termination for convenience fee pursuant to Section 5.2.1, calculated as if the
Calculation Date were the date of such cessation.


 


5.2.3.                 
Reduction for any Moon Valley Fees Payable by Dex.


 


In the event and to the extent that Dex shall be
obligated to pay to Moon Valley, Inc. or successor  any amount
pursuant to the Moon Valley Acknowledgement delivered pursuant to Section 4.3(i) of the
Agreement, Dex shall be entitled to offset and reduce payments otherwise
payable to Aptas under this Work Order.


 


5.3                       
AGGREGATE CAP ON TOTAL WORK ORDER CHARGES IN EVENT OF TERMINATION FOR
CONVENIENCE OR EXPIRATION


 


Notwithstanding the foregoing and without limiting
Dex’s right to continue its use of the Aptas Owned Materials in accordance with
Section 14.4 of the
Work Order, in the case of any termination for convenience by Dex of the
Agreement pursuant to Section 16.1
of the Work Order prior to [***] or expiration of the Agreement thereafter, the
aggregate payments of Dex to Aptas under the Work Order, including all charges
payable under this Attachment C, but not including any additional fees due to
expansion of the In-Region or New Services, shall not exceed [***].


 


9












 


[***]
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.


 


Execution Copy


 


 


Dex
– Aptas


 


 


Work
Order Number Two


 


Attachment
D


 


 


Performance
Standards


 


 


Dex Proprietary
Information

Work Order 1, Attachment D


 












 


WORK
ORDER NUMBER TWO


 


ATTACHMENT
D


 


Performance
Standards


 


This is Attachment
D to Work Order Number Two (the “Work Order”) to the Professional Services and License
Agreement dated June 27, 2003 by and between Dex and Aptas (the “Agreement”) and is made a part thereof
by reference. Capitalized terms not otherwise defined in this Attachment shall
have the meanings given them in the Work Order.


 


	
  1.

  	
  GENERAL.

  	
  1

  
	
  2.

  	
  EXHIBITS

  	
  1

  
	
  3.

  	
  REPORTING

  	
  1

  
	
  4.

  	
  DEFINITIONS

  	
  2

  
	
  5.

  	
  PERFORMANCE CREDITS

  	
  2

  
	
  6.

  	
  EARNBACK.

  	
  4

  
	
  7.

  	
  ADDITIONS,
  MODIFICATIONS AND DELETIONS OF PERFORMANCE STANDARDS:

  	
  4

  
	
  8.

  	
  COOPERATION.

  	
  5

  
	
  9.

  	
  CONTINUOUS IMPROVEMENT
  – PERFORMANCE STANDARDS.

  	
  6

  
	
  10.

  	
  MEASURING TOOLS.

  	
  6

  
	
  11.

  	
  TIMES.

  	
  6

  
	
  12.

  	
  EXCEPTIONS.

  	
  6

  
	
  13.

  	
  PERMISSIBLE DOWNTIME.

  	
  7

  



 


1.             
General.


 


This Attachment D
sets forth certain quantitative Performance Standards against which Aptas’
performance of the Services shall be measured. For the avoidance of doubt, the
Performance Standards may apply (in accordance with their terms) to all
Services provided by Aptas under the Agreement, not merely the Services
performed under the Work Order.


 


2.             
Exhibits


 


The following Exhibits are attached hereto and are
hereby incorporated by reference:


 


Exhibit 1 Performance Standard Matrix


Exhibit 2 Approved Measurement Tools and
Methodologies


 


3.             
Reporting


 


Each Performance Standard shall be measured and
reported on a monthly basis. By the fifteenth day of each month, Aptas shall
provide a report to Dex respecting performance and compliance with the
Performance Standards for the preceding month. Aptas shall provide supplemental
information respecting Performance Standards as Dex may reasonably
request.


 


Aptas will promptly investigate (including identifying
root causes, in accordance with Section 2.3
of the Agreement) and correct failures to meet Performance Standards and shall
minimize recurrence of missed Performance Standards.


 












 


4.             
Definitions


 


Terms used herein with initial capital letters shall
have the respective meanings set forth in the Agreement or its Schedules. The
following terms shall have the meanings specified below:


 


“Actual Uptime”
means the aggregate number of minutes in any Measurement Period during which
the full material functionality of the relevant item (as defined on Exhibit 1) is Available.


 


[***]


 


“Availability”
means Actual Uptime divided by the aggregate number of minutes in the
applicable Measurement Period expressed as a percentage.


 


“Available”
means that full functionality of the relevant item is available for use by
Authorized Users and End Users, as applicable, and is not degraded in any
material respect.


 


“Contract Year”
means, unless otherwise agreed by the parties, a calendar year during which the
Agreement is in force and effect (or portion thereof in the case of the final
year of termination or expiration).


 


“Downtime”
consists of the aggregate number of minutes in any Measurement Period during
which the full material functionality of the relevant item is not available for
use by Authorized Users or End Users, as applicable.


 


“Measurement Period”
means calendar monthly, unless otherwise provided herein or agreed by the
parties.


 


“Monthly Charges”  means the total charges invoiced by Aptas
in any calendar month for all Services performed under the Agreement.


 


“Performance Credit”
means any credit payable pursuant to Section 5 below.


 


“Performance
Standard Percentage”  means,
for a particular Performance Standard, the portion of the [***] used to
calculate the Performance Credit payable to Dex in the event of a Performance
Standard Failure in such Performance Standard as set forth in Exhibit 1.


 


“Performance
Standard Failure” means Aptas’ level of performance for a particular
Performance Standard fails to meet the Service Level designated in Exhibit 1 for that Performance
Standard.


 


“Performance
Standards” are those service level measurements defined in Exhibit 1 or subsequently defined
pursuant to this Section 7
for which Performance Credits are payable in accordance with this Attachment D.


 


“Resolution”
or “Resolve” means the restoration
of full service or the completion of the service request in a manner acceptable
to Dex in its reasonable discretion.


 


“Service Level”
means, with respect to a particular Performance Standard, the standard or level
of service specified in Exhibit 1,
or as subsequently defined in accordance with Section 7, with respect such Performance Standard.


 


“Severity Level One
(1),” “Severity Two (2),”
“Severity Three (3),”and “Severity Four (4)” have the respective
meanings provided in Attachment A.


 












 


5.             
Performance Credits


 


In the event of a Performance Standard Failure, Aptas
shall provide Dex credits as defined below:


 


(a)              
Exhibit 1 sets forth the information required to calculate the credits that
Aptas shall pay to Dex (or apply against Monthly Charges) in the event of a
Performance Standard Failure (“Performance
Credit”). For each Performance Standard Failure, Aptas shall pay to
Dex, subject to earnback under Section 6
below, a Performance Credit that will be computed in accordance with the
following formula:


 


Performance Credit = A  
x   B


 


Where:


 


A   =                      
The Performance Standard
Percentage as specified in Exhibit 1
for the Performance Standard as to which the Performance Standard Failure
occurred.


 


B   =                      
The dollar amount of
the [***] for the
month of the Performance Standard Failure.


 


For example, assume that the [***] is [***] of the Monthly Charges and that Aptas
has a Performance Standard Failure for a Performance Standard carrying a
Performance Standard Percentage (as would be set forth on Exhibit 1) of [***] during a month that the Monthly Charges
were [***],  The
Performance Standard Level Credit due to Dex for such Performance Standard
Failure would be [***],
calculated as follows:


 


A = [***] (the Performance Standard Percentage),


 


multiplied by


 


B = [***] (the [***]).


 


= [***]
(the amount of the Performance Credit)


 


(b)              
If more than one
Performance Standard Failure has occurred in a single month, the sum of the
corresponding Performance Credits shall be credited to Dex.


 


(c)               
If a Performance
Standard Failure for the same Performance Standard recurs in three (3) or
more consecutive Measurement Periods, the amount of the applicable Performance
Credit payable to Dex shall be doubled for such third and subsequent
Measurement Periods; provided, however in no event shall the aggregate
Performance Credits exceed the [***] for any Measurement Period. For the
avoidance of doubt, the Performance Credit shall only be doubled one time, and
such doubled amount shall be payable for all successive, consecutive
Performance Standard Failure for the subject Performance Standard and such
doubled amount will not be subject to earnback.


 


(d)              
By the fifteenth day
of each month, Aptas shall notify Dex in writing of any Performance Standard
Failures in the preceding month and any Performance Credits associated with
such Performance Standard Failures.


 


(e)               
The total amount of
Performance Credits that Aptas is obligated to pay to Dex with respect to
Performance Standard Failures occurring each month (subject to Aptas’ earnback
rights described in Section 6
below), shall be reflected on the invoice that contains charges for the month
during which the Performance Standard Failure(s) giving rise to such credit(s)
occurred (e.g., the amount of Performance Credits payable (subject to Aptas’
earnback rights described in Section 6
below) with respect to Performance Standard Failures occurring in
August shall be set forth in the invoice for the August Monthly
Charges issued in September); provided, however, in the event a Performance
Credit is determined to be payable at any time following delivery by Aptas of
the invoice for the applicable Measurement Period (or portion thereof), such
Performance Credit shall 


 












 


be reflected on the next delivered invoice to Dex, or payable
to Dex within thirty (30) days of such calculation if an invoice shall have
been previously deliverable to Dex.


 


(f)                
Aptas acknowledges
and agrees that the Performance Credits shall not be deemed or construed to be
liquidated damages or a sole and exclusive remedy or in derogation of any other
rights and remedies Dex has hereunder or under the Agreement in accordance with
Section 7 of the Work
Order.


 


(g)               
Dex
may reprioritize activities, in accordance with Section 3.7 of the Work Order,
which may involve impact on Performance Standards in accordance with that
section.


 


6.             
Earnback.


 


Aptas shall have earnback opportunities with respect
to Performance Credits (except doubled Performance Credits calculated in
accordance with Section 5),
as follows:


 


(a)              
Within fifteen (15)
days after the end of each Contract Year, Aptas shall provide a report to Dex
that will include, with respect to each Performance Standard for which there
was a Performance Standard Failure during the preceding Contract Year, the
following:


 


1.             
statistics on Aptas’
average monthly performance in that Performance Standard during the preceding
Contract Year (“Yearly Performance Average”);
and


 


2.             
the total amount of
Performance Credits imposed for Performance Standard Failures in that
Performance Standard.


 


(b)              
If, during the
preceding Contract Year, Aptas achieved a Yearly Performance Average in a
Performance Standard that was equal to or greater than the Service Level in
effect for that Performance Standard for that Contract Year, Aptas will be
entitled to receive an earnback credit (“Earnback
Credit”) equal to all Performance Credits (except doubled
Performance Credits calculated in accordance with Section 5) assessed for that Contract Year for
Performance Standard Failures in that Performance Standard. Provided, however,
in no event will: (i) the total amount of Earnback Credits for any
Contract Year exceed the total amount of Performance Credits assessed for
Performance Standard Failures for that Contract Year; or (ii) any Earnback
Credit carry forward to subsequent Contract Years or back to previous Contract
Years.


 


(c)               
If the Performance
Standard was in effect for less than the entire Contract Year, the foregoing
process shall be undertaken only with respect to the portion of the Contract
Year during which the Performance Standard was in effect.


 


(d)              
The provision of this
Section 6 shall only
affect Aptas’ ability to recoup Performance Credits previously paid to Dex and
shall have no effect on Dex’s right to terminate the applicable Agreement or
any other rights or remedies Dex may have.


 


7.             
Additions, Modifications and Deletions of
Performance Standards:


 


Dex may add, modify or delete Performance
Standards as follows:


 


(a)              
Additions. Dex
may add Performance Standards in accordance with this Section 7. Service Level
commitments associated with added Performance Standards will be computed as
follows:


 


(1)                    
Where
at least six (6) consecutive months of Aptas provided service measurements
exist for a particular Service, the parties agree that the highest and lowest
monthly service measurements for the six month Measurement Period shall be
excluded and that the Service Level shall then be defined as the average of the
remaining four (4) monthly service 


 












 


measurements, or


 


(2)                    
Where
no measurements exist for a particular Service, the parties shall in good faith
attempt to agree during a thirty (30) day period on a Service Level commitment
using industry standard measures or third–party Aptas advisory services (e.g.,
Gartner Group, Yankee Group, etc.), or


 


(3)                    
Where
no measurements exist for a particular Service, and the parties fail to agree
on a Service Level commitment using industry standard measures as described in Section 7(a)(2) above, the parties
shall do the following:


 


(i)                  
Aptas shall begin providing
monthly measurements within thirty (30) days after Aptas’ receipt of Dex’s
written request.


 


(ii)               
After six (6) or more
actual service level attainments have been measured (or should have been
measured pursuant to Section 7(a)(3)(i) above and if not so measured, constructed as
described in Section 7(a)(3)(iii) below), Dex may at any time in writing request
that Section 7(a)(1) above
be used to establish the Service Level commitment.


 


(iii)            
If Aptas is responsible for measuring
actual service level attainments for six (6) consecutive months and fails
to provide one (1) or more measurements during such six month measurement
period  such that six
(6) consecutive measurements are not available, the missing measurement(s)
shall be constructed according to the following: (i) if one
(1) measurement is missing, the missing measurement shall be constructed
by using the highest of the five (5) actual measurements, or (ii) if
two (2) or more measurements are missing, the first missing measurement
shall be constructed by using the highest of the actual measurements and adding
to that measurement twenty percent (20%) of the difference between that
measurement and one hundred percent (100%) and each of the remaining missing
measurements shall be constructed by using the highest of the actual
measurements and adding to that measurement thirty five percent (35%) of the
difference between that measurement and one hundred percent (100%). By way of
example, if there were four (4) measurements for a particular Service
available, and the highest of the four (4) measurements was 95%, then the
measurements for the missing two months would be deemed to be 96% (representing
95% plus (20% of 5%)) and 96.75% (representing 95% plus 35% of 5%)), respectively.


 


(b)              
Deletions. Dex
may delete Performance Standards by sending written notice to Aptas at
least thirty (30) days prior to the date that such deletions to Performance
Standards are to be effective. Dex shall, in the case of deletions, modify the
Performance Standard Percentages for the remaining Performance Standards such
that the total of the Performance Standard Percentages for all remaining
Performance Standards equals one hundred percent (100%).


 


(c)               
Modifications. Dex
may modify the Performance Standard Percentages for Performance Standards.
Dex shall notify Aptas in writing of such changes at least thirty (30) days
prior to the date such modifications to the Performance Standards are to be
effective. Dex shall, in the case of modifications, modify the Performance
Standard Percentages for the remaining Performance Standards such that the
total of the Performance Standard Percentages for all Performance Standards
equals one hundred percent (100%). If Dex adds a Performance Standard in
accordance with Section 7(a) above,
but does not modify the Performance Standard Percentages for the remaining
Performance Standards under this Section 7(c),
then, until such time as Dex so 


 












 


modifies such Performance Standard Percentages, the
Performance Standard Percentage for such added Performance Standard shall be
zero.


 


(d)              
Notice Requirement.
Dex will send written notice to Aptas at least thirty (30) days prior to the
date that such additions, deletions or modifications to Performance Standards
are to be effective or for which agreement or measurement should be undertaken
or initiated pursuant to Section 7(a) above.


 


8.             
Cooperation.


 


The achievement of the Performance Standards by Aptas
may require the coordinated, collaborative effort of Aptas with other
suppliers, including Managed Third Parties. Aptas will provide a single point
of contact for the prompt resolution of all Performance Standard Failures;
provided, however, the foregoing shall not expand the scope of Aptas’
responsibility under the Agreement to include responsibility for components of
the Dex QA Environment and Dex Production Environment (including network) for
which Aptas is not operationally responsible.


 


9.             
Continuous Improvement — Performance
Standards.


 


The parties agree to the concept of continuous
improvement and that the Performance Standards should be modified during the
Agreement to reflect this concept. To accomplish this, Performance Standards
will be modified at the end of each Contract Year during the Term as described
below:


 


(a)              
Each Service Level
will be reset to the average of the four (4) highest monthly actual
results (e.g., 99.6% is higher than 99.4%) at or above the Service Levels achieved
during the previous Contract Year; provided that, if fewer than four monthly
actual results exceeded the Service Level, the Service Level will be reset by
taking the four highest monthly actual results, replacing each such actual
result that is below the Service Level with the Service Level, and dividing the
sum of the resulting four numbers by four (4). For example, if the Service
Level being adjusted were 99.6%, and there were three actual results that were
higher and none equal (e.g., 99.9%, 99.8%, and 99.7%), the calculation would be
((99.9% + 99.8% + 99.7% + 99.6%) / 4) = 99.75% subject to Section 9(c) below.


 


(b)              
At the end of each
Contract Year, the parties will review the Performance Standards to identify
any service that has reached the maximum level of improvement. In the event the
parties so agree, for such service the previous year’s Service Level would be
maintained. At no time will the Service Level exceed 99.999%.


 


10.      
Measuring Tools.


 


Aptas shall use the measurement tools specified in Exhibit 2 or thereafter adopted by
Dex for use. To the extent Aptas fails to implement and begin using such
measurement tool(s) for any Performance Standard by the specified date(s), such
failure shall be treated as a Performance Standard Failure of such Performance
Standard and such Performance Standard Failure shall be deemed to continue
until the first full month after such tool is implemented. If Aptas
subsequently desires to use a different measurement tool for a Performance Standard,
Aptas may propose such tool and request Dex’s approval. If such tool is
approved by Dex, the parties will reasonably adjust the measurements as
necessary to account for any increased or decreased sensitivity in the new
measuring tools. Unless and until such tool is approved, Aptas will continue to
use the measurement tool that had been initially approved by Dex. It is not
anticipated that changes in the measurement tools will drive changes in Service
Levels; rather, the need to collect and accurately reflect the performance data
should drive the development or change in performance measurement tools.


 


Aptas will use automated tools to measure, record, and
report all Performance Standards to the fullest extent possible.


 












 


11.      
Times.


 


Unless otherwise set forth herein, all references in
this Attachment D to times
shall refer to Mountain Standard Time or Mountain Daylight Time, as applicable.


 


12.      
Exceptions.


 


Aptas will be relieved of responsibility for
Performance Standards and associated Performance Credits in accordance with the
Agreement (including Section 2.4
of the Agreement) or pursuant to the mutual agreement of the parties and/or to
the extent Aptas’ failure to meet the Service Level(s) is due to:


 


(a)              
Problems resulting
from components for which Aptas is not operationally responsible; or


 


(b)              
Dex’s
reprioritization of tasks to be performed by Aptas where Aptas has in good
faith notified Dex in writing and in advance that such reprioritization will or
may cause Aptas to miss such Service Level, in accordance with Section 3.7 of the Work Order; or


 


(c)               
Circumstances that
excuse performance in connection with a Force Majeure Event as specified in Section 12.6.1 of the Agreement.


 


13.      
Permissible Downtime.


 


For purposes of calculating Availability, Downtime
that is the result of scheduled maintenance (e.g., preventive maintenance,
system upgrades, etc.) shall not be included, provided that such maintenance is
performed during the maintenance window mutually agreed to by the parties and
scheduled so as to minimize the impact to Dex’s business. Aptas shall maintain
availability of Existing Websites or DODS, as applicable, during such periods
to the extent reasonably practicable.


 












 


Execution Copy


 


Dex
– Aptas


 


 


Work
Order Number Two


 


 


Attachment
D


 


Exhibits
1 and 2


 


 


Performance
Standards


 


 


Dex Proprietary
Information

Work Order 1, Attachment D – Exhibits 1 and 2


 


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


 












 


Attachment
D – Exhibit 1


Performance
Standards Matrix


 


This is Exhibit 1
to Attachment D to Work
Order Number Two (the “Work Order”)
to the Professional Services and License Agreement dated June 27, 2003 by
and between Dex and Aptas (the “Agreement”)
and is made a part thereof by reference. Capitalized terms not otherwise
defined in this Exhibit shall have the meanings given them in the
Agreement.


 


	
  1.

  	
  Performance Standard:
  Severity 1, 2, 3 & 4 Response and Resolution Times.

  	
  1

  
	
  2.

  	
  Performance Standard:
  Online - Availability Measurement

  	
  3

  
	
  3.

  	
  Performance Standard:
  Critical Online - Response Time Measurement

  	
  3

  
	
  4.

  	
  Performance Standard:
  Software Quality Measurements

  	
  4

  
	
  5.

  	
  Performance Standard:
  Other

  	
  4

  



 


The Service Levels contained in the matrices below
respecting represent the minimum performance levels for the respective
Performance Standards.


 


Capitalized terms not otherwise defined herein shall
have the meaning given in Attachment D,
or otherwise in the Agreement.


 


1.             
Performance
Standard:  Severity 1, 2, 3 & 4 Response and Resolution Times.


 


	
  Performance 

  Standard

  	
   

  	
  Service Level

  	
   

  	
  Service Level Metric

  	
   

  	
  Measurement 

  Period

  	
   

  	
  Performance 

  Standard Percentage

  	
   

  
	
  Severity 1 Time to Respond

  	
   

  	
  1

  	
   

  	
  Maximum number of
  Severity 1 Problems for which the Aptas Response was not provided within 15
  minutes or less of Initial Contact

  	
   

  	
  Monthly

  	
   

  	
  0

  	
  %

  
	
  Severity 1 Time to Resolve

  	
   

  	
  1

  	
   

  	
  Maximum number of
  Severity 1 problems for which Resolution not provided within 2 hours or less.
  If the problem includes the re-indexing and population of data, then new data
  will be published to the site within 4 hours or less.

  	
   

  	
  Monthly

  	
   

  	
  10

  	
  %

  



 


1












 


	
  Performance 

  Standard

  	
   

  	
  Service Level

  	
   

  	
  Service Level Metric

  	
   

  	
  Measurement 

  Period

  	
   

  	
  Performance 

  Standard Percentage

  	
   

  
	
  Severity 2 Time to respond

  	
   

  	
  3

  	
   

  	
  Maximum number of
  Severity 2 Problems for which the Aptas Response was not provided within 30
  minutes or less of Initial Contact

  	
   

  	
  Monthly

  	
   

  	
  0

  	
  %

  
	
  Severity 2 Time to Resolve

  	
   

  	
  3

  	
   

  	
  Maximum number of
  Severity 2 trouble tickets for which Resolution not provided within 4 hours
  or less. Restoration of log file processing or administrative access within 8
  hours or less.

  	
   

  	
  Monthly

  	
   

  	
  10

  	
  %

  
	
  Severity 3 Time to respond

  	
   

  	
  3

  	
   

  	
  Maximum number of
  Severity 3 Problems for which the Aptas Response was not provided within 2
  hours or less of Initial Contact

  	
   

  	
  Monthly

  	
   

  	
  0

  	
  %

  
	
  Severity 3 Time to Resolve

  	
   

  	
  3

  	
   

  	
  Maximum number of
  Severity 3 trouble tickets for which Resolution not provided within 2 days or
  less

  	
   

  	
  Monthly

  	
   

  	
  0

  	
  %

  
	
  Severity 4 Time to respond

  	
   

  	
  3

  	
   

  	
  Maximum number of
  Severity 4 Problems for which the Aptas Response was not provided within 4
  hours or less of Initial Contact

  	
   

  	
  Monthly

  	
   

  	
  0

  	
  %

  
	
  Severity 4 Time to Resolve

  	
   

  	
  3

  	
   

  	
  Maximum number of
  Severity 4 trouble tickets for which Resolution not provided within the
  applicable period (not to exceed 5 days)

  	
   

  	
  Monthly

  	
   

  	
  0

  	
  %

  



 


Notes to preceding table:


 


2












 


“Initial Contact”
is defined as automated paging notification or a system issue that was
delivered to the Aptas support pager(s) or cell phone(s), email address(es), or
a call or email placed by a Dex authorized person to the Aptas primary support
contact.


 


“Time to Respond”
is defined as the time elapsed between the Initial Contact and the time a
response is received from a knowledgeable representative of Aptas to the
notification, which provides initial resolution effort and an estimated time
frame for Time to Resolve.


 


“Time to Resolve”
is defined as the period for Resolution, pursuant to Attachment D.


 


2.             
Performance Standard:  Online - Availability Measurement


 


	
  Performance
  

  Standard

  	
   

  	
  Service
  

  Level

  	
   

  	
  Service
  

  Level Metric

  	
   

  	
  Measurement 

  Period

  	
   

  	
  Performance
  

  Standard Percentage

  	
   

  
	
  Availability of
  Existing Website/DODS

  	
   

  	
  99.95

  	
  %

  	
  1-(Minutes of
  Downtime/minutes scheduled up)

  	
   

  	
  Monthly

  	
   

  	
  30

  	
  %

  



 


3.             
Performance Standard:  Critical Online - Response Time Measurement


 


In the calculation of online response time, periods of
non-Availability will not be considered.


 


	
  Performance Standard

  	
   

  	
  Service Level

  	
   

  	
  Service Level Metric

  	
   

  	
  Measurement 

  Period

  	
   

  	
  Performance Standard 

  Percentage

  	
   

  
	
  Response Time: Search

  	
   

  	
  100

  	
  %

  	
  The percentage of
  searches that meet the Search Completion Time of 1.8 seconds or less

  	
   

  	
  Monthly

  	
   

  	
  20

  	
  %

  



 


Notes to preceding table:


 


3












 


“Search”
means an end user search request that returns relevant listing results.


 


“Search Completion
Time” in the above measurement is the time between the arrival of a
transaction at the application server until a response is provided by the
system. It is measured on the server, therefore omitting the travel time on the
network and any other slowness caused by factors not controlled by the Website.


 


4.             
Performance Standard:  Software Quality Measurements


 


	
  Performance 

  Standard

  	
   

  	
  Service Level

  	
   

  	
  Service Level Metric

  	
   

  	
  Measurement 

  Period

  	
   

  	
  Performance 

  Standard 

  Percentage

  	
   

  
	
  Timeliness - measures releases, enhancements, etc.
  delivered by the due date or scheduled date (Note: software is delivered only
  in releases except for emergencies)

  	
   

  	
  5 (business 

  days)

  	
   

  	
  Measurement will be
  number of business days late from Aptas delivery date to UAT as measured by
  the Project plan.

  	
   

  	
  Monthly

  	
   

  	
  0

  	
  %

  
	
  On Budget – measures enhancements or other
  projects delivered on budget.

  	
   

  	
  0

  	
  %

  	
  Measurement will be the
  percentage of project costs that exceed the approved project or enhancement
  budget. (e.g., in the case of New Services)

  	
   

  	
  Monthly

  	
   

  	
  0

  	
  %

  



 


5.             
Performance Standard:  Other


 


	
  Performance 

  Standard

  	
   

  	
  Service Level

  	
   

  	
  Service Level Metric

  	
   

  	
  Measurement 

  Period

  	
   

  	
  Performance 

  Standard 

  Percentage

  	
   

  
	
  Successful transfer & receipt of files
  from/to the Websites or file processing services.

  	
   

  	
  99.95

  	
  %

  	
  1-(total failed
  transmission / total files scheduled for transmission)

  	
   

  	
  Monthly

  	
   

  	
  10

  	
  %

  
	
  User Acceptance Test Availability

  	
   

  	
  90

  	
  %

  	
  1-(total number of
  hours environment was not available for Acceptance Testing / total number of
  hours scheduled for Acceptance Testing)

  	
   

  	
  Monthly

  	
   

  	
  10

  	
  %

  



 


4












 


	
  Training Environment Availability

  	
   

  	
  95

  	
  %

  	
  1-(total number of
  hours environment was not available for Training / total number of hours
  scheduled for training)

  	
   

  	
  Monthly

  	
   

  	
  0

  	
  %

  
	
  Failed Searches

  	
   

  	
  95

  	
  %

  	
  1-(total number of
  searches that return 0 results that are relevant/total number of Valid
  Searches)

  	
   

  	
  Monthly

  	
   

  	
  10

  	
  %

  



 


Notes to preceding table:


 


“Valid Search”
means a search that returns at least one listing which reasonably satisfied the
End User’s search query based upon the criteria of relevancy of business type
and geography. Search queries for which Dex has not provided a listing to meet
the End User search query shall not be considered a failed search.


 


5












 


Attachment
D – Exhibit 2


Approved
Measurement Tools and Methodologies


 


This is Exhibit 2
to Attachment D to Work
Order Number Two (the “Work Order”)
to the Professional Services and License Agreement dated June 27, 2003 by
and between Dex and Aptas (the “Agreement”)
and is made a part thereof by reference. Capitalized terms not otherwise
defined in this Exhibit shall have the meanings given them in the
Agreement.


 


	
  Approved
  

  Measurement Tools(1)

  	
   

  	
  Comment

  
	
  Remedy / PCRM /
  Clarify/Test Director

  	
   

  	
  Trouble
  ticketing & management tools. All trouble tickets will be documented
  in the approved Dex tool. .Note: Dex will
  determine, in consultation with Aptas, which tool will be used out of these 3
  tools. Aptas employees on site will need training in using the tools to
  review trouble tickets and respond to trouble tickets.

  
	
  ITO

  	
   

  	
  Proactive monitoring of
  application through error log trap and alert notification.

  
	
  NetPaging

  	
   

  	
  Response time to
  pages will be measured through acknowledgement log of netpaging or
  similar Dex approved paging tool.

  



 


	
  Methodologies

  	
   

  	
  Comment

  
	
  Resolution Times

  	
   

  	
  Tools to measure time
  to resolve a Severity 1 or 2 problem that are captured as a trouble ticket as
  reported in the Dex approved trouble ticket system, monitoring &
  paging tool.

  
	
  Availability

  	
   

  	
  Availability will be
  tracked through the Dex acceptable metric reporting process using tools such
  as trouble tickets and monitoring tools designed to promptly notify Aptas.
  Availability is defined in Attachment D.

  
	
  Response Time

  	
   

  	
  Response time will be
  measured from several aspects. Monitoring & metrics based at the
  server utilizing tools such as HPs ITO product or other Dex approved tools. Note: Dex will provide an appropriate third party
  tool for measurement.

  
	
  Response Time

  	
   

  	
  In the calculation of
  online response time, periods during which the relevant item is not Available
  will not be considered.

  



 






(1)   The Parties may agree on
alternative or additional measurement tools from time to time, and will
document such agreement in writing.


 


1