TO THE EXTENT OF IDEARC'S UNDERLYING RIGHTS, THE
SAME RIGHTS TO USE AS IDEARC POSSESSES UNDER THE APPLICABLE LICENSES WITH
RESPECT TO SUCH IDEARC THIRD-PARTY MATERIALS.
PROVIDER SHALL COMPLY WITH THE
OBLIGATIONS, INCLUDING RESTRICTIONS ON USE OF SUCH MATERIALS AND THOSE OF
NONDISCLOSURE, IMPOSED ON IDEARC BY THE LICENSES FOR SUCH IDEARC THIRD-PARTY
MATERIALS.
PROVIDER SHALL CEASE ALL USE OF SUCH IDEARC THIRD-PARTY MATERIALS
UPON TERMINATION OR EXPIRATION OF THE AGREEMENT.
IF REQUESTED BY IDEARC,
PROVIDER SHALL CERTIFY IN WRITING SUCH CESSATION TO IDEARC.
PROVIDER'S USE OF
SUCH IDEARC THIRD-PARTY MATERIALS SHALL BE SUBJECT TO SECTIONS 4.9 AND 5.7(D).
(II)
PROVIDER SHALL PROVIDE IDEARC WITH ALL DATA THAT PROVIDER
POSSESSES OR OTHERWISE COLLECTS IN CONNECTION WITH ITS PERFORMANCE OF THE
SERVICES THAT IS (1) RELATED TO IDEARC'S AND PROVIDER'S USE OF IDEARC
THIRD-PARTY MATERIALS AND (2) REQUIRED BY IDEARC TO ENSURE ITS COMPLIANCE WITH
THE TERMS OF SUCH LICENSES.
(III)
THE IDEARC THIRD-PARTY MATERIALS ARE PROVIDED TO PROVIDER ON AN
AS-IS, WHERE-IS BASIS WITH NO WARRANTIES WHATSOEVER.
IDEARC EXPRESSLY DISCLAIMS
ANY REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, AS TO SUCH IDEARC
THIRD-PARTY MATERIALS, OR THEIR CONDITION OR SUITABILITY FOR USE BY PROVIDER,
INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
THE PARTIES ACKNOWLEDGE AND AGREE THAT THE FOREGOING DISCLAIMER SHALL NOT BE
CONSTRUED TO LIMIT THE RELIEF OR OTHERWISE THE INTENT OF SECTION 4.9 OR 5.7(D).
(B)
PROVIDER THIRD-PARTY MATERIALS.
(I)
PRIOR TO INTRODUCING ANY THIRD-PARTY MATERIALS LICENSED TO
PROVIDER ("PROVIDER THIRD-PARTY MATERIALS") FOR USE IN PROVIDING THE SERVICES,
PROVIDER SHALL USE COMMERCIALLY REASONABLE EFFORTS TO:
58
(A)
OBTAIN THE RIGHT TO GRANT IDEARC (OR ITS DESIGNEE), FOR THE SOLE
PURPOSE OF PROVIDING SERVICES TO IDEARC AND MEMBERS OF THE IDEARC GROUP, WITHOUT
ADDITIONAL CHARGE AND UPON ANY EXPIRATION OR TERMINATION OF THE AGREEMENT (AND
AS FURTHER PROVIDED IN SECTION 13.6(C)), A PERPETUAL, WORLDWIDE, IRREVOCABLE,
FULLY PAID-UP, ROYALTY-FREE, NONEXCLUSIVE SUBLICENSE TO USE SUCH PROVIDER
THIRD-PARTY MATERIALS AND TO SUBLICENSE THIRD PARTIES TO USE SUCH PROVIDER
THIRD-PARTY MATERIALS SOLELY FOR THE PURPOSE OF PROVIDING SERVICES SIMILAR TO
THE SERVICES TO IDEARC AND MEMBERS OF THE IDEARC GROUP; AND
(B)
VERIFY THAT IDEARC (OR ITS DESIGNEE), FOR THE PURPOSE OF PROVIDING
SERVICES TO IDEARC AND MEMBERS OF THE IDEARC GROUP, HAS THE RIGHT TO PURCHASE
ONGOING MAINTENANCE AND SUPPORT OF SUCH PROVIDER THIRD-PARTY MATERIALS ON
COMMERCIALLY REASONABLE TERMS.
(II)
TO THE EXTENT THAT PROVIDER IS UNABLE TO OBTAIN THE RIGHTS SET
FORTH IN SUBPARAGRAPH (I) ABOVE, PROVIDER SHALL NOT INTRODUCE SUCH PROVIDER
THIRD-PARTY MATERIALS FOR USE IN PROVIDING SERVICES WITHOUT IDEARC'S PRIOR
WRITTEN CONSENT.
PROVIDER SHALL PROVIDE THE SERVICES IN ACCORDANCE WITH THE
AGREEMENT AND THE SERVICE LEVELS NOTWITHSTANDING ANY DECISION BY IDEARC TO
WITHHOLD ITS CONSENT.
SCHEDULE 13.3 SETS FORTH THE LIST OF PROVIDER THIRD PARTY
MATERIALS THAT IDEARC HAS PROVIDED ITS WRITTEN CONSENT FOR PROVIDER TO USE IN
THE PERFORMANCE OF SERVICES WITHOUT BEING REQUIRED TO OBTAIN OR GRANT THE RIGHTS
AND LICENSE TO IDEARC PURSUANT TO SUBPARAGRAPH (I) ABOVE.
13.4.
PUBLISHING PRODUCT.
(A)
PUBLISHING WORK PRODUCT.