Sample Business Contracts

Master Services Agreement - Appiant Technologies Inc. and InPhonic Inc.

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                            MASTER SERVICES AGREEMENT

THIS MASTER SERVICES AGREEMENT ("Agreement") is between Appiant Technologies,
Inc., a Delaware corporation, with a principal place of business at 6663 Owens
Drive, Pleasanton, CA 94588 ("Appiant") and InPhonic, Inc., a Delaware
corporation, with a principal place of business at 1010 Wisconsin Avenue, Suite
250, Washington, D.C. 20007 ("Client"), dated as of March 22, 2001 ("Effective
Date"). Appiant and Client shall be referenced to separately as "Party" and
collectively as the "Parties".


     WHEREAS, Appiant wants to deliver and Client wants to receive certain
unified communications and information application products and services (the
"inUnison(TM) Services"); and

     WHEREAS, Client wants to make certain inUnison(TM) Services available to
Client's customers ("Subscribers") to offer to end users (the "End Users") by an
Internet-based portal ("Portal"); and

     WHEREAS, the inUnison(TM) Services that Client may order hereunder are
identified in the features set forth on the attached Exhibit A, entitled "
inUnison(TM) Features"; and

     WHEREAS, the inUnison(TM) Services requested by Client to be provided by
Appiant together with any related services or products will be submitted by
Client to Appiant in accordance with this Agreement on the standard purchase
order form, attached as Exhibit B (the "Purchase Order"); and

     WHEREAS, a jointly developed detailed description of the inUnison(TM)
Services and any related services and products that are ordered by Client and
accepted by Appiant (the "Designated Services") for provisioning will be set
forth in a statement of work, as more particularly described below ("SOW").

     NOW THEREFORE, in consideration of the foregoing and of the mutual promises
contained herein, the Parties agree as follows:




1. Term.

     a.Initial Term and SOW Term. the initial term of this Agreement is three
          years from the Effective Date (the "Initial Term"). The term of each
          SOW, as more particularly described below, will begin on the date
          specified in the SOW (each a "SOW Effective Date") and will be
          coterminous with this Agreement unless a shorter term is specified in
          the applicable SOW.

     b.   Renewal. Client will notify Appiant 90 days prior to the expiration of
          the Initial Term if Client wants to renew this Agreement (and all
          selected SOWs), with the Initial Term and any renewal period being
          referred to herein as the "Term".

2. Services.

     a.Designated Services. Prior to initiating any work in connection with the
          development of a SOW, InPhonic must issue and Appiant must accept in
          writing a Purchase Order for those services to be set forth in the
          applicable SOW. Should InPhonic terminate the Purchase Order after
          Appiant has accepted the Purchase Order in writing but before the
          Parties are delivering Designated Services to Subscribers, then
          Appiant will invoice InPhonic for all reasonable expenses incurred by
          Appiant in reliance upon such Purchase Order. InPhonic will pay such
          invoice within 30 days from the date it is received by InPhonic, as
          long as Appiant has given InPhonic written notice of such expenses
          prior to incurring them and InPhonic has not reasonably denied them in
          written response to Appiant. All Designated Services are set for in a
          SOW and incorporated by reference into this Agreement.

               i.   Modifications. Appiant reserves the right to modify the
                    Designated Services from time to time, provided that Appiant
                    will not modify them in a manner that would (i) materially
                    impact (for purposes of this Section, the Parties recognize
                    that the term "materially impact" means a modification in
                    the Designated Services that would render Client in breach
                    of an Agreement with its customer) a Purchase Order still in
                    effect or (ii) have a significant adverse affect on Client's
                    use of or ability to use the Designated Services, as long as
                    Appiant provides Client with at least 30 days prior written
                    notice to Client of any such modifications.

               ii.  Co-Branded Portal. Appiant will develop and deliver a
                    co-branded Portal, containing certain elements ("Co-Branded
                    Elements") pursuant to a jointly developed SOW ("Co-Branded
                    Portal"). Such Co-Branded Portal will have a dual-branded



                    URL, as agreed upon by the Parties in the relevant SOW. The
                    Parties will agree and set forth in each SOW who will own,
                    manage and approve the advertising inventory on the
                    Co-Branded Portal. Parties can promote or sell advertising
                    inventory that does not interfere or compete with any
                    Parties' products or services, based on the relevant SOW.
                    Approval for advertising is required by all Parties and will
                    not be unreasonably withheld.

               iii. Co-Branded Elements. Client warrants and represents to
                    Appiant that Client has full power and authority to provide
                    to Appiant, and to authorize Appiant's use of, the
                    Co-Branded Elements. Client grants to Appiant a
                    non-exclusive, nontransferable (unless expressly provided
                    for herein), worldwide, royalty-free, irrevocable (during
                    the Term) license to reproduce, display, perform, modify,
                    prepare derivative works of and otherwise use the Co-Branded
                    Elements for the purpose of branding Client's Co-Branded
                    Portal and making such Co-Branded Portal available as User

     b.   Use of Designated Services.

               i.   Storage Capacity. Client may provide or resell to
                    Subscribers certain agreed upon Designated Services ("User
                    Services") and such Subscriber's authorized end users
                    ("Users"), in accordance with the terms and conditions of
                    this Agreement.

               ii.  Portal. Each User will have access to a Portal that enables
                    access to the User Services. Each Portal provided hereunder
                    will have the storage capacity as agreed upon in the
                    applicable SOW.

                    1.   Maximum Limit. Appiant will notify User when User's
                         Portal is approaching or exceeds the maximum limit.
                         Thereafter, if such User exceeds the maximum storage
                         capacity, Appiant may (i) provide additional storage to
                         Client at the fees set forth in the applicable SOW (or
                         if no fees indicated, at Appiant's then-current
                         standard rates); or (ii) bounce email messages, fax
                         messages, voice-mail messages, calendar content, and
                         other content, as applicable, from the affected User's
                         Portal, at Appiant's discretion.

                    2.   Storage Limitation. Notwithstanding the foregoing, if
                         Client or its Users are exceeding the maximum storage
                         limit, Appiant will provide notice to the Client or its
                         Users that it must either purchase more



                         storage or Appiant will be required to limit such
                         storage where necessary to protect the Appiant System
                         (as defined below), with Appiant providing notice to
                         Client (by e-mail or otherwise).

                    3.   Additional Storage. At any time during the Term, Client
                         may purchase additional storage for all Portals on a
                         particular domain or all domains, at the fees set forth
                         in the applicable SOW (or if no fees indicated, at
                         Appiant's then-current) standard rates.

     iii. Acceptable Use Policy: Client agrees to adhere to Appiant's policy
          regarding acceptable use of the inUnisonTM services, a copy of which
          is attached to this Agreement and may be viewed at
          ("Acceptable Use Policy"). Client agrees that prior to each User's
          initial use of the User Services, Client will obtain, or will ensure
          that its Subscriber obtains binding consent from such User to adhere
          to terms of use that are no less restrictive than the Acceptable Use
          Policy. Upon 10 days notice (through e-mail notification or otherwise)
          to Client, Appiant, in its sole discretion, may modify the Acceptable
          Use Policy provided such does not materially impact a Purchase Order
          still in effect. Client will be responsible for communicating such
          modifications to Users within 10 days of Client's receipt of such

     iv.  Unlawful Use. If Appiant becomes aware of or suspects any violation of
          the Acceptable Use Policy, Appiant will attempt to notify Client and
          provide reasonable detail of such violations.

               1.   However, Appiant reserves the right to immediately suspend
                    or terminate any portion of the Designated Services, in
                    whole or in part, to Client or any User if Appiant
                    reasonably determines, in its sole discretion, may be in
                    violation of the Acceptable Use Policy. Appiant may also
                    take such action when it believes it is reasonably necessary
                    to protect Appiant's interests or the interests of other
                    customers or users.

               2.   If a User uses the User Services in violation of the
                    Acceptable Use Policy and thereby causes damage or added
                    expense to Appiant, Client will be liable to Appiant for
                    such damage or added expense.

               3.   Client agrees to notify Users that the use of the User
                    Services, including the initiation or delivery of any spam,
                    will use or cause to be used Appiant's equipment in the
                    State of California and that violations of the Acceptable
                    Use Policy may subject User, as applicable, to criminal or
                    civil liability, including without limitation liability
                    under California



                    Business & Professions Code Section 17538.45. Client will
                    cooperate with Appiant in investigations and other actions
                    taken for suspected or known violations of the Acceptable
                    Use Policy.

     v.   Additional Restrictions. Client agrees that it will not, and will not
          permit any third party to, (i) sell, transfer, lease, license or
          sublicense any of the rights granted under this Agreement except as
          expressly permitted herein; (ii) attempt to download or otherwise
          obtain a copy of any software on the Appiant System (as described
          below); or (iii) allow access to the Designated Services to any third
          party other than as expressly permitted in this Agreement.

     vi.  Privacy. Client agrees that prior to each User's initial use of the
          User Services, Client will obtain, or will ensure that its Subscriber
          obtains, binding consent from such User to adhere to a privacy policy
          that allows Appiant to use and disclose all information regarding
          Users that is disclosed, collected or generated in connection with the
          Designated Services, including without limitation any information
          transmitted in connection with the User Services ("User Information")
          as follows: (a) as required by law, (b) to provide the Designated
          Services, (c) to operate or maintain with the Appiant System, (d) to
          monitor the usage of the Designated Services and any trends, or
          patterns related thereto, (e) for other purposes that may be
          identified by Appiant from time to time upon 10 days notice to Client
          (via e-mail or otherwise), as mutually agreed upon by the Parties.

     vii. Change Management Procedure. Either Client or Appiant can submit a
          request to change the services under an SOW (a "Service Change
          Request") or (a "Service Change Order") as described below:

               1.   Service Change Request. Appiant and Client may submit a
                    Service Change Request provided the change is to be made
                    within the scope of the current SOW and will not result in a
                    change in fees to Client. If Appiant determines that the
                    Service Change Request will result in a fee change, it will
                    be processed as a Service Change Order.

               2.   Service Change Order. Appiant and Client may submit a
                    written Service Change Order to initiate a change to the
                    service deliverables that are not within the scope as
                    defined in the relevant SOW. The Service Change Order must

                        a.   A description of the requested change;

                        b.   The purpose for the change;



                              c.   Date of requested implementation;

                              d.   Signature of authorized requester.

                    3.   Appiant will advise Client of the resultant impact of a
                         Service Change Request or Service Change Order on fees
                         and Service Fee Schedule for the relevant SOW. Prior to
                         implementation, the Parties must mutually agree upon
                         all Service Change Orders. Pending such agreement,
                         Appiant shall continue to perform and to be paid as if
                         such Service Change Order had not been requested or
                         recommended, provided that if either Party proposes a
                         Service Change Order which represents a material change
                         in the Operations Services in the other Party's
                         reasonable judgment, and such Service Change Order
                         remains outstanding for 30 days or is rejected by the
                         other Party, either Party shall have the right to
                         terminate the relevant SOW provided the escalation
                         procedures under this Master Agreement have been
                         completed and have failed to resolve this issue.

                    4.   Once a Service Change Order is implemented, the fees to
                         Client will be adjusted accordingly.

     c.   Additional Services. "Additional Services" will mean those services
          requested by Client of Appiant that are outside the scope of the
          Designated Services. If Client requests provision of Additional
          Services, Appiant will review such written request, and if the Parties
          agree upon a written Purchase Order for such Additional Services,
          including any fee adjustments, then Appiant may provide such
          Additional Services as set forth in a jointly developed SOW.

     d.   Equipment. If Client requires the use of any Equipment not set forth
          in the applicable SOW, then the Parties will agree upon the details of
          identification and use of such Equipment and attach an exhibit
          entitled Equipment to the applicable SOW. Both Parties must have a
          duly authorized representative sign such an Equipment exhibit.

2.   Responsibilities.

       a.   Client's Responsibilities.

               i.   Client will appoint an individual ("Client's Contract
                    Manager") who from the Effective Date will serve as the
                    primary Client representative under this Master Agreement.
                    The Client's Contract Manager will (a) have overall
                    responsibility for managing and coordinating the performance
                    of Client's obligations under this



                    Master Agreement and (b) be authorized to act for and on
                    behalf of Client with respect to all matters relating to
                    this Master Agreement.

               ii.  As of the Effective Date and continuing for so long as
                    Appiant requires the same for the performance of the
                    Services, Client will provide to Appiant, at no charge to
                    Appiant those resources listed in the relevant SOW.

               iii. Client is solely responsible for any written or oral
                    representations it provides to Users with respect to the
                    Appiant Technology, including, without limitation, the
                    inUnison(TM) service and the Appiant System.

     b.   Appiant's Responsibilities.

               i.   Appiant will appoint an individual ("Appiant's Contract
                    Manager") who from the Effective Date will serve as the
                    primary Client representative under this Master Agreement.
                    Appiant's Contract Manager will (a) have overall
                    responsibility for managing and coordinating the performance
                    of Appiant's obligations under this Master Agreement and (b)
                    be authorized to act for and on behalf of Appiant with
                    respect to all matters relating to this Master Agreement.

               ii.  Appiant will use any agreed upon Client resources or
                    facilities only in connection with its obligations hereunder
                    to Client.

4.   Proprietary Rights.

       a.   Appiant Technology. For purposes of this Agreement, "Appiant
            Technology" will mean Appiant's proprietary technology, including,
            without limitation, any hardware designs, algorithms, designs,
            libraries, know-how, trade secrets, instruction manuals, on-line
            help files, the inUnison(TM) service, the computer system used by
            Appiant to provide the inUnison(TM) service ("Appiant System") all
            software (in source and object code form), specifications,
            processes, techniques, concepts, ideas, improvements, discoveries,
            inventions, and other technology made or developed in connection
            with the Services, all derivatives, improvements, enhancements or
            extensions thereof conceived, reduced to practice, or developed
            during the Term of this Agreement, and all intellectual property
            rights related thereto, provided, however, Client will have the
            right, title and ownership to certain information as set forth in a
            relevant SOW, including but not limited to local DID access numbers,
            800 access numbers, URLs, and Subscriber information to the extent
            it does not interface with Appiant's obligations in connection with
            the Designated Services.

               i.   Subject to the terms and conditions of this Agreement,
                    Appiant grants Client a non-exclusive, non-transferable,
                    royalty-free limited license to use the Appiant Technology
                    solely in connection with



                    Designated Services during the Term. Appiant and its
                    licensor retain all rights, title and interest in and to the
                    Appiant Technology.

               ii.  Except as permitted by applicable law, Client may not
                    decompile, reverse engineer, disassemble, modify, rent,
                    lease, loan, distribute, reproduce, sublicense, assign,
                    transfer or create derivative works of the Appiant
                    Technology. Client may not remove, deface or obscure any of
                    Appiant's or its licensors' proprietary rights notices on or
                    in the Appiant technology or on output generated by the
                    Appiant Technology. If a license agreement is included with
                    any Appiant Technology provided hereunder, to the extent
                    such license agreement is inconsistent with this Agreement,
                    Client will be subject to the terms and conditions of such
                    license agreement with respect to such Appiant Technology.
                    Client agrees that any violation of such license agreement
                    will constitute a material breach of this Agreement.

     b.   User Information. Notwithstanding anything to the contrary herein,
          Appiant may use and disclose the User Information in connection with
          exercising its rights and performing its obligations under, or as
          otherwise expressly permitted by, this Agreement, including, without
          limitation, (i) as required by law, (ii) to provide the Designated
          Services (iii) to operate or maintain the Appiant System, and (iv) for
          its own internal purposes to monitor the usage of the Designated
          Services and any trends, or patterns related thereto.

     c.   Enabling Technology. Client understands that the Designated Services
          are enabling technology with evolving functions. Client acknowledges
          that Appiant owns the inUnison(TM) services and related documentation,
          and all authorized or unauthorized copies or Appiant modifications
          thereof, as well as all rights contained in or evidenced by any
          copyright, trade secret, patent or other intellectual or industrial
          property rights. All physical copies of the Appiant Technology in any
          form, including but not limited to diskette or tape media, and related
          documentation remain Appiant property.

     d.   Trademarks. Each Party ("Licensor") hereby grants to the other Party
          ("Licensee") a revocable, non-exclusive, non-transferable (unless
          expressly provided for herein), non-sublicensable (except to
          independent contractors performing work on behalf of Licensor),
          worldwide, royalty-free fully paid-up license during the Term to use
          the trademarks, service marks, slogans and logos ("Marks") designated
          by Licensor in any SOW solely for the purposes set forth herein.
          Licensor reserves all of its rights in the Licensor Marks and Licensee
          claims no rights whatsoever in the Licensor Marks other than those
          granted by this Agreement. Any use of the Licensor Marks by Licensee
          will be pursuant to and in compliance with Licensor's guidelines for
          trademark usage that may be provided by Licensor from time to time.
          All goodwill attributed to the Licensor Marks will inure to the
          benefit of Licensor exclusively.



     e.   Client Technology. Client agrees that in the course of performing the
          Designated Services Appiant may reasonably determine it needs access
          to Client's tangible equipment or Client's proprietary technology
          ("Client Technology"). Therefore, Client hereby grants to Appiant a
          nonexclusive, royalty-free license, during the Term, to use the Client
          Technology solely for the purposes of delivering the Designated
          Services to Client. To the extent that Client or its employees or
          contractors participate in the creation or development of technology
          with Appiant, Client and Appiant will set forth in a relevant SOW the
          determination of rights, title and interest, including all
          intellectual property rights in such jointly developed technology.

     f.   Appiant Tools. Notwithstanding anything in this Agreement to the
          contrary, any license of Appiant Technology is granted to Client
          exclusive of any and all development tools used by Appiant in
          performing the Designated Services which are based on trade secrets or
          proprietary information of Appiant or are otherwise owned or licensed
          by Appiant (each, an "Appiant Developmental Tool"), Appiant retains
          all right, title and interest in and to each Appiant Developmental

     g.   Further Assurances. Each Party shall, at its own expense, promptly
          execute and deliver such further documents and take any and all other
          action reasonably requested by the other Party from time to time, for
          the purpose of fully effectuating the intent and purposes of this
          Agreement, including without limitation, each SOW, and to protect the
          interests of the other Party, its successors and assignees.

5.   Confidential Information.

       a.   Definition. "Confidential Information" of a Party means (i) any
            Appiant Technology, the terms and pricing under this Agreement, and
            all information clearly marked as confidential by the disclosing
            Party at the time of disclosure or, if disclosed orally, summarized
            in writing, marked as confidential and delivered to the receiving
            Party within 30 days of disclosure. Confidential Information will
            not include information that: (a) is in or enters the public domain
            without breach of this Agreement; (b) the receiving Party lawfully
            receives from a third party without restriction on disclosure and
            without breach of a nondisclosure obligation; or (c) the receiving
            Party knew prior to receiving such information from the disclosing
            Party or develops independently.

       b.   Restrictions. Each Party agrees: (i) that it will not use any
            Confidential Information of the other Party for any purpose other
            than to exercise its rights and perform its obligations under this
            Agreement, (ii) that it will not disclose to any third party any
            Confidential Information of the other Party except as expressly
            permitted in this Agreement, provided, however, that either Party
            ("Recipient") may (a) disclose the Confidential Information of the
            other Party



            ("Discloser") to Recipient's employees and contractors who need to
            know such information and who are bound in writing by restrictions
            regarding disclosure and use of such Confidential Information
            comparable to those set forth herein and (b) use or disclose such
            Confidential Information to the extent Recipient is legally
            compelled to disclose such Confidential Information, provided,
            however, that prior to any such compelled disclosure, Recipient will
            give Discloser reasonable advance notice of any disclosure and will
            cooperate with Discloser in protecting against any such disclosure
            and/or obtaining a protective order narrowing the scope of such
            disclosure and/or use of the Confidential Information, and (iii)
            that it will take all reasonable measures to maintain the
            confidentiality of all Confidential Information of the other Party
            in its possession or control, which will in no event be less than
            the measures it uses to maintain the confidentiality of its own
            confidential or proprietary information of a similar nature.

6.   Most Favored Client and Non-Compete. During the Term, Appiant will not give
     more favorable prices to any substantially similarly situated customer than
     available to Client hereunder, except for government or non-profit
     organizations. In return, Client will not enter into an agreement with any
     party except Appiant with regard to services substantially similar to the
     Designated Services. If Client does enter into an agreement with a third
     party in connection with services substantially similar to the Designated
     Services, Client will immediately pay to Appiant any sum Appiant provided,
     including the amount referenced in the letter dated February 10, 2001.

7.   Payment.

       a.   Fees. Client will pay Appiant the fees more particularly described
            on an exhibit attached to the relevant SOW (the "Service Fee
            Schedule"). The Parties will agree in writing to features and
            related prices prior to presenting them to prospective Subscribers.
            During the first 12 months of the Initial Term, Appiant will issue
            to InPhonic warrants to acquire 2 shares for each Subscriber up to a
            total of 200,000 shares. As previously agreed in the letter dated
            February 10, 2001, executed by Messrs. Zorn and Steinberg, the terms
            and conditions of such warrants will be set forth in a Warrant
            Agreement, which is subject to approval by the Board of Directors of

       b.   General Payment Terms. Monthly recurring charges will be billed in
            advance of the provision of Designated Services. All other charges
            for Designated Services provided and expenses incurred during a
            month (e.g., professional services, and additional bandwidth),
            subject to the prior written approval (which shall not unreasonably
            be withheld) by the Client, will be billed at the end of the month
            in which the Designated Services were provided. All payments are due
            30 days after the invoice. Appiant may charge a late fee of one and
            1.5% per month, or, if less, the maximum amount allowed by
            applicable law, for payments made by Client after the due date.
            Client will cooperate with Appiant to arrange for electronic payment
            of each monthly invoice.



          c.   Taxes. Except as specifically stated to the contrary in the
               relevant SOW, all amounts payable under this Agreement will be
               made in U.S. dollars, and are exclusive of any sales, use,
               excise, property or any other taxes associated with the provision
               of the Designated Services or User Services. Client is
               responsible for payment of any and all such taxes (excluding
               taxes based on Appiant's new income). If Client is required by
               law to deduct or withhold any taxes, levies, imposts, fees,
               assessments, deductions or charges from or in respect of any
               amounts payable hereunder to Appiant, (i) Client will pay the
               relevant taxation authority the minimum amounts necessary to
               comply with the applicable law, (ii) Client will make such
               payment prior to the date on which interest or penalty is
               attached thereto, and (iii) the amounts payable hereunder will be
               increased as may be necessary so that after Client makes all
               required deductions or withholdings, Appiant will receive amounts
               equal to the amounts it would have received had no such
               deductions or withholdings been required.

8.   Warranties.

          a.   Appiant Disclaimer. ALL DESIGNATED SERVICES, AND SERVICES

          b.   Authorization. Each Party represents and warrants to the other
               Party that it has the right to enter into and perform this
               Agreement and that performance by such Party of its obligations
               hereunder will not cause it to be in breach of any other
               agreement to which it is a party.

          c.   Pass-Through Warranties. To the extent it is allowed, Appiant
               will pass through to Client rights it obtains under warranties or
               indemnities given by any subcontractors or suppliers in
               connection with any work or product provided by Appiant pursuant
               to this Agreement.

          d.   Client's Responsibilities. Client will be solely responsible for
               any warranties it provides to Users with respect to the
               Designated Services, including, without limitation, the
               inUnison(TM) service and the Appiant System.



9.   Limitation of the Liability. IN NO EVENT WILL EITHER PARTY'S LIABILITY

10.  Indemnification.

          a.   Appiant Indemnity. Appiant will defend Client from and against
               any and all third-party claims, actions or demands ("Claim")
               against Client and pay all related damages, costs and other
               liabilities finally awarded against Client by a court of
               competent jurisdiction or obtained through settlement to the
               extent such Claim is based on a claim that the Appiant Technology
               infringes any valid United States patent, copyright or trade
               secret or that the Appiant Marks infringe any valid trademark or
               copyright of a third party. These obligations do not include any
               claims to the extent they are based on use of the Appiant
               Technology in violation of this Agreement or in combination with
               any other software or hardware, or any modification to the
               Appiant Technology, either by Clients or Users or by Appiant,
               pursuant to Client's specifications (including without limitation
               branding of the Co-Branded Portal). If any portion of the Appiant
               Technology becomes, or in Appiant's reasonable opinion is likely
               to become, the subject of a claim of infringement, then Appiant
               may, at its option and expense, (i) procure for Client the right
               to continue using such Appiant Technology or (ii) replace or
               modify the Appiant Technology so that it becomes non-infringing.
               The indemnity obligations set forth in this Section 10 are
               contingent upon: (a) Client giving prompt written notice to
               Appiant of any such claim(s); (b) Appiant having sole control of
               the defense or settlement of the claim; and (c) at Appiant's
               request and expense, Client cooperating in the investigation and
               defense of such claim(s). THE FOREGOING STATES APPIANT'S SOLE AND



          b.   Client Indemnity. Client will defend Appiant from and against any
               and all Claims against Appiant and pay all related damages, costs
               and other liabilities finally awarded against Appiant by a court
               of competent jurisdiction or obtained through settlement, (i)
               resulting from Client's marketing or resale of the inUnison(TM)
               service under this Agreement, (ii) to the extent such Claim is
               based on a claim that the Client Technology infringes any valid
               United States patent, copyright or trade secret, and (iii) to the
               extent such Claim is based on a claim that the Client Marks
               infringe any valid trademark or copyright of a third party;
               provided that Client will not be liable with respect to any
               claims, actions or demands for which Appiant is liable under
               Section 10(a). The indemnity obligations set forth in this
               Section 10(b) are contingent upon: (i) Appiant giving prompt
               written notice to Client of any such claim(s); (ii) Client having
               sole control of the defense or settlement of the claim; and (iii)
               at Client's request and expense, Appiant cooperating in the
               investigation and defense of such claim(s).). THE FOREGOING

11.  Dispute Resolution.

          a.   Initial Step. All disputes, controversies, or claims arising out
               of or relating to a Subscriber (each a "Dispute", collectively
               "Disputes") shall be referred to the Appiant Project Manager and
               the Client Project Manager prior to escalation to Appiant's COO
               and Client's COO, with the ultimate escalation to each other's

          b.   Second Step. If the Appiant Project Manager and the Client
               Project Manager are unable to resolve the Dispute within 7
               business days after referral of the matter to them, notice shall
               be given to Appiant's COO and Client's COO about the matter, who
               will then have 4 business days to resolve the Dispute, otherwise
               the matter will then be referred to each other's CEO for

          c.   Final Step. If the CEOs are unable to resolve, or do not
               anticipate resolving, the dispute within 3 days after referral of
               the matter to them, the Parties will submit the Dispute to

          d.   No Legal Proceedings. Neither Party will institute legal
               proceedings against the other with respect to a Dispute until
               after the Dispute has been considered by the CEOs of each
               respective Party, without prejudice to the legal position of
               either Party.

          e.   Payment Provisions During Dispute. Client will not withhold
               payments during a dispute, but instead, pay Disputed amounts into
               an escrow account,



               which will be promptly dispersed to the appropriate party upon
               resolution of the Dispute.

          f.   Discussions and Documents. Discussions and correspondence among
               the representatives referenced in this Section 11 and prepared
               for purposes of the dispute negotiations shall be treated as
               confidential information developed for purposes of settlement,
               shall be exempt from discovery and production, and shall not be
               admissible in any arbitration or judicial proceeding initiated
               after the completion of such discussions. Documents identified in
               or provided with such communications, which are not prepared for
               purposes of the negotiations, are not so exempted and may, if
               otherwise admissible, be admitted in evidence in any subsequent

12.  Termination.

          a.   Termination for Breach Other than Non-Payment. Either Party,
               except for failure to pay, may terminate this Agreement by giving
               to the other Party notice of such termination upon the occurrence
               of any of the following events (each a "Default"): (i) the other
               Party materially breaches or defaults in any of the material
               terms or conditions of this Agreement and fails to cure such
               breach or default within 60 days of receipt of written notice
               thereof or as such other period as agreed upon in a particular
               SOW, (ii) the other Party makes any assignment for the benefit of
               creditors, is insolvent or unable to pay its debts as they mature
               in the ordinary course of business, or (iii) any proceedings are
               instituted by or against the other Party in bankruptcy or under
               any insolvency laws or for reorganization, receivership or

          b.   Termination for Non-Payment. If Client defaults in the payment
               when due of any amount due to Appiant pursuant to this Agreement
               and does not cure such default within 30 days after being given
               written notice of such default, Appiant may, by giving written
               notice thereof to Client, terminate this Agreement as of the date
               of receipt by Client of such notice or as of a future date
               specified in such notice of termination.

          c.   Termination for Convenience. After the Initial Term hereof,
               either Party may terminate this Agreement for any reason by
               providing 90 days prior notice to the other.

          d.   Effect of Termination. Upon any termination of this Agreement:
               (i) Client will immediately destroy all copies of the Appiant
               Confidential Information in its possession or under its control;
               and (ii) Appiant will destroy any Client Confidential Information
               in its possession or under its control. Within 30 days of
               termination or expiration of this Agreement, Client will pay
               Appiant all accrued and unpaid fees and charges.



          e.   Migration Upon Termination. Upon notice of termination for any
               reason other than Client's material breach, Appiant will provide
               reasonable assistance to Client in the migration of the
               inUnison(TM) service to a third party service provider as
               reasonably requested and paid for by Client, and Client further
               agrees to pay for all inUnison(TM) services rendered to Client
               until the migration is complete. If termination of this Agreement
               is due to Client's breach, Client will, in addition to payment of
               all inUnison(TM) service fees, pay for Appiant's assistance in
               such migration at Appiant's then-current time and materials rate
               and will pay any out-of-pocket expenses incurred by Appiant in
               connection with such migration. After migration, Appiant may
               delete all stored messages and content of Client and Users on the
               Appiant System and will cease providing all Designated Services
               and access by Client and Users to the Appiant System.

          f.   Survival. Sections 8(a) ("Appiant Disclaimer"), 9 ("Limitation of
               Liability"), 5 ("Confidential Information"), 10
               ("Indemnification"), 12 ("Term and Termination") and 13
               ("Miscellaneous") will survive any expiration or termination of
               this Agreement.

13.  Miscellaneous.

          a.   Notices. Notices under this Agreement will be in writing and will
               be deemed given when delivered personally, by facsimile (with
               confirmation of receipt), or conventional mail (registered or
               certified, postage prepaid with return receipt requested).
               Notices will be addressed to the Parties and the addresses
               appearing in the introductory paragraph of this Agreement, but
               each Party may change the address by written notice in accordance
               with this paragraph.

          b.   Assignment. This Agreement will be binding upon and inure to the
               benefit of the Parties, their successors and permitted assigns.
               Neither Party may transfer or assign this Agreement without the
               other party's prior written consent, which consent will not be
               unreasonably withheld. Notwithstanding the foregoing, either
               Party may assign this Agreement without the other Party's consent
               (i) to any entity in which the Party has a greater than
               fifty-percent (50%) equity ownership interest or of which the
               Party has voting control, (ii) to any entity that buys fifty
               percent (50%) or more of the Party's stock or all or
               substantially all of that Party's assets, or (iii) as part of a
               merger, reorganization or re-incorporation, by operation of law
               or otherwise.

          c.   Relationship of the Parties. In providing the Designated
               Services, Appiant is acting only as an independent contractor.
               Except as expressly set forth in this Agreement, neither Party
               undertakes to perform any obligation of the other Party or any
               other person, whether regulatory or contractual, or to assume any
               responsibility for the business or operations of the other Party
               or any other person. Appiant will not be considered or be deemed
               to be an employee, joint-venture or partner of Client or any
               other person, and no other



               similar relationship is intended or created by and between
               Appiant and Client. Appiant has the sole right to supervise,
               mandate, contract, direct, procure, provide or cause to be
               provided all Designated Services. Neither Party will make any
               representation, express or implied, that such Party is an
               employee, agent or legal representative of the other Party, nor
               will either Party assume or incur liabilities or obligations of
               any kind to a third party in the name or on behalf of such Party.
               Nothing contained in this Agreement is intended or is to be
               construed to create a partnership, employment, joint venture or
               agency relationship between Appiant and Client.

          d.   Force Majeure. Appiant will not be deemed to be in default of, or
               to have breached, any provision of this Agreement as a result of,
               or be liable for any loss, damage or penalty resulting from, any
               act, omission or condition beyond Appiant's reasonable control,
               including without limitations, acts of God, strikes, lockouts,
               riots, acts of war, governmental regulations, fire, power
               failure, earthquakes, severe weather, floods or other natural
               disaster or Client's, Users' or any third party's actions,
               hardware software or communications equipment or facilities (each
               a "Force Majeure Event").

          e.   Press Release. Any press release, public announcement or other
               disclosure pertaining to this Agreement or the association of the
               Parties with respect to the subject of this Agreement shall be
               subject to the prior written approval of the other Party, which
               such approval shall not be unreasonably withheld when disclosure
               is deemed by the disclosing Party to be legally required of such
               Party; provided , however, upon execution of the Agreement the
               Parties will work together to agree upon a press release
               regarding the relationship between the Parties hereunder.

          f.   General Provisions. This Agreement will be governed by and
               construed in accordance with the laws of the State of Delaware
               without giving effect to any choice of law rule that would cause
               the application of the laws of any jurisdiction other than the
               internal laws of the State of Delaware to the rights and duties
               of the parties. The Parties hereby waive and disclaim the
               applicability of the provisions of the United Nations Convention
               on the International Sale of Goods.

          g.   Export Regulations. This Agreement is expressly made subject to
               any United States government laws, regulations, orders or other
               restrictions regarding export from the United States of hardware,
               software, technical data or products thereof. Notwithstanding
               anything to the contrary in this Agreement, neither party will
               directly or indirectly export (or re-export), or permits the
               transshipment of, and hardware, software, technical data or
               products thereof (i) to any country or destination for which the
               United States government or a United States governmental agency
               requires an export license or other approval for export without
               first having obtained such license or other approval or (ii)
               otherwise contrary to United States law. Except as



               specifically stated in a relevant SOW to the contrary, Client
               bears the obligation for its Subscribers and Users for any export
               of such items and all taxes, fees, and issues that flow

          h.   Sublet Headings. The subject headings or captions of the sections
               and subsections of this Agreement are included solely for
               purposes of convenience and reference only and will not be deemed
               to explain, modify, limit, amplify or aid the meaning,
               construction or interpretation of any of the provisions of this

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

          j.   Entire Agreement. This Agreement sets forth the entire
               understanding of the Parties hereto with respect to the subject
               matter hereof and supersedes all prior and contemporaneous
               letters of intent, agreements, covenants, negotiations,
               arrangements, communications, representations, understanding or
               warranties, whether oral or written, by any officer, employee, or
               representative of either party relating thereto. There are no
               other understandings, statements, promises or inducements, oral
               or otherwise, contrary to the terms of this Agreement. No
               representations, warranties, covenants or conditions, express or
               implied, whether by statute or otherwise, other than as set forth
               herein have been made by either Party hereto.

          k.   Waiver. No delay or omission by either party to exercise any
               right or power provided under this Agreement, whether by conduct
               or otherwise, in any one or more instances, will impair any such
               right or power or be deemed to be a waiver or release thereof of
               any other right or power, whether or not similar. No waiver will
               be binding unless executed in writing by the Party making the
               waiver. Except as otherwise expressly provided herein, all
               remedies for this Agreement will be cumulative and in addition
               to, not in lieu of, any other remedies available to either Party
               at law, in equity or otherwise.

          l.   Reformance/Severability. If any provision of this Agreement is
               declared invalid by any court of competent jurisdiction, then
               such provision will be deemed automatically adjusted to the
               minimum extent necessary to conform to the requirements for
               validity as declared at such time and, as so adjusted, will be
               deemed a provision of this Agreement as though originally
               included herein. If the provision invalidated is of such a nature
               that it cannot be so adjusted, the provision will be deemed
               deleted from this Agreement as though such provision had never
               been included herein. In either case, the remaining provisions of
               the Agreement will remain in effect.

          m.   Order of Precedence. Any inconsistency between this Agreement and
               a SOW shall be resolved by giving priority and precedence in the



               order: (a) first to be relevant SOW(s) including all attachments
               thereto, (b) the Master SOW, and (c) then to this Master
               Agreement, provided that the Master Agreement terms and
               conditions will met to the fullest extent possible.

          n.   Inspection. Client has the right to audit or otherwise examine
               (or have audited or examined) all applicable books, records,
               documents, and other data of the other Party (including
               computations and projections) directly relating to Subscribers
               under a particular SOW. Appiant has the right to audit or
               otherwise examine (or have audited or examined) all applicable
               books, records, documents, and other data of the other Party
               (including computations and projections) directly relating to
               Appiant's obligations under a particular SOW. The Party allowing
               the audit shall make available at its office at all reasonable
               times the materials described in the preceding paragraph of this
               Section for examination, audit, or reproduction for a period of
               three (3) years after termination of this Master Agreement or the
               applicable SOW.

          o.   Insurance. Appiant and Client shall maintain the following
               insurance coverage: statutory workers' compensation, employer's
               liability, comprehensive automobile liability with a combined
               single limit of $1,000,000 for each occurrence for bodily injury
               and property damage liability, and comprehensive commercial
               general liability in an amount of not less than $1,000,000.00 per
               occurrence and $2,000,000.00 in the aggregate, and errors and
               omission insurance in an amount not less than $2,000,000.00. The
               Parties shall immediately notify each other upon receipt of
               notice of cancellation of any policy.

     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their duly authorized representatives.

      APPIANT TECHNOLOGIES, INC.                      INPHONIC, INC.

      By /s/ Douglas S. Zorn                    By /s/ David A. Steinberg
        ___________________________                ___________________________



                                   MASTER SOW

This Master SOW is to be used in connection with the Master Services Agreement
executed by Appiant Technologies, Inc. ("Appiant") and InPhonic, Inc.
("Client"), the terms of which are incorporated herein by reference.

The inUnison(TM) implementation for Client is a managed service offering from
Appiant. Appiant will host the hardware and software required for this service,
and will provide Client administrative access to the system. Client will be
responsible for provisioning service (either through subscriber
"self-provisioning" or Client administrative provisioning) for their customers,
and providing first-level technical support for the inUnison(TM) product, which
should be further detailed in the relevant SOW. Client may choose to bill or
have Appiant bill their customers for the inUnison(TM) product (i.e., credit
card billing, etc.), accounting for sales to Subscribers, and remitting payments
to Appiant on a monthly basis, together with supporting data in sufficient
detail to enable auditing by Appiant.

The inUnison(TM) Features available Consolidated Message Store; Any Device
Access; Calendaring; Contact Manager; Single Number Reach; Call Screening;
Outbound Calling; Bounce Back Features; Toll Free Access; Synchronization;
Web-Based Administration; Text to Speech; Speech Recognition; and Message
Notification. The inUnison(TM) Future Release available for launch, including
Call Whisper; Call Transfer; Call Conferencing; Team Messaging; Integration of
the Signup Factory; and Minute Bundle Replenishment; and XML Formatted Agency
Feeds. Appiant will diligently pursue having Voice On Demand and Fax on Demand
for launch. Call Blast is available as a post launch feature.

Appiant will provide the software and hardware for this project. The
inUnison(TM) product will be provided via a standard implementation of Cisco
Systems' Cisco Unified Open Network Exchange (Cisco uOne) unified messaging
platform. The scope of this project is to provide basic inUnison(TM) products
using this platform.

          3.   Description of Network Component.

                    a.   Client will contract with Appiant to design and
                         implement the Designated Services to support up to
                         50,000 and expand to 850,000 subscribers during the
                         first year of operation.

                    b.   The first phase of this project calls for the design,
                         implementation and transition of Subscribers to support
                         the inUnison(TM) unified information system that will
                         host Subscribers.

                    c.   Appiant will be coordinating all with Hewlett Packard
                         who will host the inUnison(TM) environment.


4.   Network Design

               a.   Appiant will use our Voice over IP Partner network as the
                    medium to transport all VOIP calls to and from the
                    inUnison(TM) Portal.

               b.   Appiant will assist in the design and configuration of all
                    existing Cisco components that will need QOS features turned
                    on, to prioritize all VOIP packets both locally and

               c.   Appiant will design the call flow to terminate all SNR, ANI
                    callback and outbound dial calls to be placed from the
                    inUnison(TM) server through the Cisco AS5300 Gateways out to
                    the PSTN utilizing Appiant's circuit connections.

               d.   Set forth below is the Network Design.


                                 NETWORK DESIGN


This design is subject to modification and is meant as a starting guide only. As
with other sections of this Master SOW, the Parties will work together to make
the relevant SOW reflect the intent of the Parties and meet the specifications
of such particular SOW. When agreed upon in writing, a new Master SOW can be
substituted for this Master SOW.


Infrastructure Description

Appiant owns all hardware and software necessary to deliver the inunison
solution. HP is providing the facility and managing the infrastructure.

Subscribers will connect Inunison using 800 numbers or local DIDs. Calls will be
terminated within the Appiant data center. Subscribers will have the option of
using a number that is assigned specifically to them or a general use number for
access to their portal. Subscribers will also have the ability to connect to the
data center via a web interface over the public internet.

All hardware and software revisions provided by the manufacturers of the
infrastructure hardware and software will be evaluated for implementation into
the data center. Upgrades pushed into production will happen during scheduled

Implementation Services

1.   Appiant and Client both have tasks that must be completed before Appiant
     can commence delivery of Operations Services. The implementation services
     will facilitate the actual transition, identity important contact personnel
     and gather the required information to begin the delivery of the Designated
     Services by Client.

2.   Activities that may be performed:

          .    Client will provide Appiant with contact information (i.e.,
               voice, e-mail addresses, etc.) for Client personnel providing
               inUnison(TM) services to Client.
          .    Appiant will assign a Project Manager as the single point of
          .    Appiant will provide Client with documentation, in electronic
               format, describing the communication process.

3.   Client Responsibilities

     .    Client will provide a list of authorized callers and what each is
          authorized to request.
     .    Client will provide complete information regarding customers' existing
          voice mail systems, including but not limited to, network diagram(s),
          existing network connectivity, network resources utilized (i.e., 800
          numbers, DID numbers, etc.), existing network provider, additional
          information to legacy system.
     .    Client will provide complete information regarding legacy billing and
          provisioning systems and functionalities.
     .    Client will assign project manager to the project for start-up and
          on-going support functions.

4.   Joint

     .    Appiant and Client will work with Subscribers to establish specific
          billing and provisioning needs.


     .    Appiant and Client will work with customer to determine feature set
          required for implementation.

5.   Subscriber will need to provide the following:

     .    Project team contact information
     .    Number of customers:
                  How many different companies?
                  How many users per company?
                  How many areas (geographical)?
     .    Specialized portal requirements.
     .    Access number
     .    DID's or 800#s
     .    Web information
     .    Domain name
     .    Mailbox Naming convention
     .    Provisioning online number preference
     .    What Marketing tools they want to use (flyers, GUI, etc.)
     .    Do they want branding?
                  If so they need to provide their company logo (3" wide), saved
                  in .tif, .gif or .jpeg
     .    What services (features/functionality) do they want to offer
     .    Training requirements
   . What type of training do they require?
     Field Agents
   . Web-based training, training tools e.g., user manual, quick reference
     guides, F&Q's, etc.
   . Do they want to do their own provisioning?
   . Level of customer service?
   . What billing system will they use?

6.   Service Levels

   . Billing. Appiant will provide the ability to bill on in-bound and out-bound
     calling and Subscriber Monthly Fees in incremental 6 second cycles. There
     may also be a standard base fee for such billing services, which must be
     set forth in a relevant SOW to be effective. Credit Card Billing will be
     provided monthly, where Appiant will issue the credit card charge and
     transmit it electronically to Client. To allow Appiant to provide this
     service, Client will provide to Appiant in a timely manner, credit card
     numbers and an account number to which Appiant will transmit. Client is
     responsible for all chargebacks.

   . Help Desk Support. Appiant will provide second level support, with Client
     providing first level support.


          a.   Appiant will provide 6:00 am to 6:00 pm (PST) Subscriber support.

          b.   Appiant will provide Web Based support that can be reached
               through an internet address and an 800 dial-in number.

          c.   Appiant will provide a "Train the Trainer" program for two Client
               employees, which will be twice a year on Appiant's site. Client
               maintains it will have such trained employees train the number of
               employees agreed upon by the Parties and set forth in an
               applicable SOW.

     .    Downtime. The objective of the Parties is to achieve service level
          commitments of 99.5% for scheduled system availability in each SOW,
          with the understanding that there will be 12 hours annual scheduled
          down time and 48 hours annually for system degradation. Anything that
          is solely under Appiant's direct control requires Appiant to respond
          to any outage within 30 minutes.

7.        Content of SOWs

          (a)  The incorporation, by reference, of the Master Agreement.

          (b)  The designation of a unique identifying number.

          (c)  A detailed description of the deliverables to be provided by each
               party, including any documentation or training to be provided by
               each party.

          (d)  A description of any standards or constraints to be applied to
               the Designated Services performed by Appiant.

          (e)  A description of the consideration and terms of payment for the
               Designated Services or deliverables.

          (f)  A description of any items of expense authorized for
               reimbursement to Appiant and the basis for such reimbursement.

          (g)  The name, address and telephone number of Client's Project
               Manager and Appiant's Project Manager.

          (h)  A description of assumptions or contingencies of either or both


          (i)  The term of the SOW and signatures of authorized representatives
               of Client and Appiant.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized representatives.


By /s/ Douglas Zorn                             By /s/ David A. Steinberg
  ------------------------------                   --------------------------