THE COPYRIGHTS AND OTHER INTELLECTUAL
PROPERTY RIGHTS IN THE PUBLISHING PRODUCT CREATED BY PROVIDER HEREUNDER, AND ANY
AND ALL ILLUSTRATIONS, ARTWORK, PHOTOGRAPHS, VIDEO, AUDIO, TEXT, MAPS AND OTHER
ADVERTISING AND INFORMATION CONTENT CREATED FOR SUCH PUBLISHING PRODUCT SHALL BE
DEEMED TO BE THE SOLE AND EXCLUSIVE PROPERTY OF IDEARC AND SHALL CONSTITUTE
"IDEARC MATERIALS".
PROVIDER SHALL NOT INCLUDE ANY PROVIDER MATERIALS IN THE
PUBLISHING PRODUCT WITHOUT THE PRIOR WRITTEN CONSENT OF IDEARC.
WITH RESPECT TO
PROVIDER MATERIALS THAT ARE INCORPORATED INTO A PUBLISHING PRODUCT, PROVIDER
SHALL GRANT TO IDEARC (AND ITS DESIGNEES) A PERPETUAL, WORLDWIDE, IRREVOCABLE,
FULLY PAID-UP, ROYALTY-FREE, NONEXCLUSIVE LICENSE TO USE SUCH PROVIDER MATERIALS
AND TO SUBLICENSE THIRD PARTIES TO USE SUCH PROVIDER MATERIALS SOLELY FOR THE
PURPOSE OF UTILIZING THE PUBLISHING PRODUCT.
PROVIDER SHALL CONTINUE TO OWN ALL
PROVIDER MATERIALS AND NOTHING IN THIS SECTION 13.4 SHALL BE CONSTRUED TO
TRANSFER OWNERSHIP OR TITLE TO ANY PROVIDER MATERIALS.
(B)
FURTHER ASSURANCES.
PROVIDER SHALL EXECUTE, OR CAUSE TO BE
EXECUTED, AND DELIVER, WITHOUT ADDITIONAL COMPENSATION, (I) SUCH DOCUMENTS AND
INSTRUMENTS AS IDEARC MAY REASONABLY REQUEST TO TRANSFER AND ASSIGN TO IDEARC
ANY RIGHT, TITLE OR INTEREST PROVIDER OR PROVIDER PERSONNEL MAY HAVE IN ANY SUCH
PUBLISHING PRODUCT, AND (II)
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ANY AND ALL APPLICATIONS OR REGISTRATIONS FOR PATENTS, COPYRIGHTS, TRADEMARKS
AND ANY OTHER INSTRUMENTS DEEMED NECESSARY OR APPROPRIATE FOR IDEARC TO SECURE
AND ENFORCE SUCH RIGHTS.
13.5.
GENERAL RIGHTS.
(A)
COPYRIGHT LEGENDS.
EACH PARTY SHALL REPRODUCE COPYRIGHT LEGENDS
APPEARING ON ANY PORTION OF MATERIALS THAT MAY BE OWNED BY THE OTHER PARTY OR
THIRD PARTIES.
(B)
RESIDUALS.
NOTHING IN THE AGREEMENT SHALL RESTRICT ANY EMPLOYEE
OR REPRESENTATIVE OF A PARTY FROM USING IN THEIR RESPECTIVE BUSINESS THE
PUBLISHING IDEAS, CONCEPTS OR KNOW-HOW ARISING FROM THE PROVISION OF THE
SERVICES PURSUANT TO THE AGREEMENT THAT ARE RETAINED IN THE UNAIDED MEMORY OF
SUCH EMPLOYEE OR REPRESENTATIVE AFTER PERFORMING THE OBLIGATIONS OF SUCH PARTY
UNDER THE AGREEMENT, EXCEPT TO THE EXTENT THAT SUCH USE INFRINGES UPON OR
CONSTITUTES AN INFRINGEMENT OR MISAPPROPRIATION OF, ANY INTELLECTUAL PROPERTY
RIGHTS OF A PARTY OR ITS AFFILIATES; PROVIDED, HOWEVER, THAT THIS
SECTION 13.5(B) SHALL NOT BE DEEMED TO LIMIT EITHER PARTY'S OBLIGATIONS UNDER
THE AGREEMENT WITH RESPECT TO THE DISCLOSURE OR USE OF CONFIDENTIAL INFORMATION;
PROVIDED FURTHER THAT UNDER NO CIRCUMSTANCES SHALL EITHER PARTY DISCLOSE ANY
INFORMATION THAT IDENTIFIES OR MAY BE USED TO IDENTIFY THE OTHER PARTY TO THIRD
PARTIES.
FOR THE AVOIDANCE OF DOUBT, THE PARAGRAPH (B) DOES NOT APPLY TO ANY OF
THE FOLLOWING:
(I) IDEARC DATA, (II) INFORMATION CONCERNING THE OPERATIONS,
AFFAIRS AND BUSINESSES OF IDEARC (OR ITS AFFILIATES), THE FINANCIAL AFFAIRS OF
IDEARC (OR ITS AFFILIATES) AND THE RELATIONS OF IDEARC AND ITS AFFILIATES WITH
THEIR RESPECTIVE CLIENTS, EMPLOYEES AND VENDORS (INCLUDING CLIENT LISTS, CLIENT
INFORMATION, CLIENT ACCOUNT INFORMATION AND OTHER INFORMATION REGARDING THE
BUSINESS PLANNING, OPERATIONS OR MARKETING ACTIVITIES OF IDEARC (OR ITS
AFFILIATES) OR (III) ANY CONFIDENTIAL INFORMATION OF IDEARC NOT EXPRESSLY
COVERED BY THE FIRST SENTENCE OF THIS PARAGRAPH (B).
AN INDIVIDUAL'S MEMORY IS
UNAIDED