Intercompany License Agreement - Dex Media Inc., Dex Media East LLC and Dex Media West LLC
INTERCOMPANY LICENSE AGREEMENT
This Intercompany License Agreement ("Agreement") by and among Dex
Media, Inc., a Delaware corporation ("Dex Media"), Dex Media East LLC, a
Delaware limited liability company ("East") (f/k/a SGN LLC) and Dex Media West
LLC, a Delaware limited liability company ("West") (f/k/a GPP LLC), is effective
as of September 9, 2003 (the "Effective Date"). Each of the signatories hereto
is individually a "Party" and collectively the "Parties".
RECITALS
WHEREAS, Qwest Communications International Inc., a Delaware
corporation ("Qwest"), Qwest Services Corporation, a Colorado corporation
("QSC"), Qwest Dex, Inc., a Colorado corporation ("Qwest Dex") and Dex Holdings
LLC, a Delaware limited liability company ("Buyer") have entered into that
certain Purchase Agreement (the "LLC Purchase Agreement") dated as of August 19,
2002 pursuant to which Buyer and its designee purchased, on November 8, 2002,
all of the outstanding limited liability company interests of East (the "First
Closing");
WHEREAS, In connection with the LLC Purchase Agreement, Qwest, QSC,
Qwest Dex, and Buyer entered into that certain Purchase Agreement, dated of even
date therewith (the "LLC II Purchase Agreement"), pursuant to which Qwest has
agreed, subject to the terms and conditions set forth therein, to: (i)
contribute certain of its assets and liabilities to West; and (ii) sell all of
the outstanding limited liability company interests of West to Buyer following
such contribution (the "Second Closing");
WHEREAS, pursuant to the LLC Purchase Agreement, the LLC II Purchase
Agreement, and the Exhibits attached thereto, East and West, and their
respective Affiliates, successors and assigns were granted certain rights to
specified intellectual property assets; and
WHEREAS, these specified intellectual property assets were assigned to
Dex Media, as the parent entity of both East and West, pursuant to an
Intellectual Property Contribution Agreement entered into by Qwest, Qwest Dex,
Buyer and Dex Media, dated as of November 8, 2002 (the "IP Contribution
Agreement"); and
WHEREAS, Dex Media currently holds such intellectual property rights
and wishes, on the terms and conditions contained herein, to license certain of
such rights to East, and certain of such rights to West.
NOW, THEREFORE, in consideration of the foregoing recitals and the
covenants, conditions, representations, warranties and other terms set forth in
this Agreement, the Parties agree as follows:
1. DEFINITIONS
1.1 "Additional IP" shall have the meaning set forth in the IP
Contribution Agreement.
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1.2 "Affiliate" of a Party shall mean an entity that directly, or
indirectly through one or more intermediaries, controls, or is controlled by, or
is under common control with, such Party. The term "control" (including, with
correlative meanings, terms "controlled by" and "under common control with")
means the possession of the power to direct the management and policies of such
entity through ownership of fifty percent (50%) or more of the voting power or
economic interests in the referenced entity. An entity shall be deemed an
Affiliate only for so long as such control exists.
1.3 "Agreement" shall have the meaning set forth in the
introductory paragraph hereof.
1.4 "Ancillary Products" shall have the meaning set forth in the
IP Contribution Agreement.
1.5 "Buyer" shall have the meaning set forth in the Recitals.
1.6 "Confidential Information" shall mean any and all (a)
Enterprise IP of Qwest; (b) Enterprise IP of Dex; and (c) other technology,
information and materials related to research, products, services, hardware or
software, inventions, processes, designs, drawings, engineering or other
technology which is supplied or licensed by the such Party or one of its
Affiliates (the "Disclosing Party") to another Party (the "Receiving Party") and
which is designated in writing as proprietary or confidential (or with a similar
designation) or, if disclosed orally, by demonstration or in other intangible
form, is designated as confidential or proprietary at the time of disclosure.
Furthermore, East shall treat any West Region Customer Information licensed to
it pursuant to Section 2.2 below as Confidential Information , and West shall
treat any East Region Customer Information licensed to it pursuant to Section
3.2 below as Confidential Information. Notwithstanding the foregoing,
Confidential Information shall not include information or material which (i) is
or becomes available to the relevant public other than as a result of a wrongful
act or omission by the Receiving Party, (ii) was available to the Receiving
Party (from a source that the Receiving Party does not know or have reason to
know owes a duty of confidentiality to one or more of the Disclosing Parties or
their Affiliates with respect to such information or material) prior to its
receipt from a Disclosing Party or its Affiliate, (iii) becomes available to the
Receiving Party from a party that the Receiving Party does not know or have a
reason to know is bound by a confidentiality agreement with the Disclosing Party
or an Affiliate with respect to such information or material, or (iv) was
independently developed by the Receiving Party.
1.7 "Co-Used East Region Copyrights and Information" shall mean
elements of the East Region Copyrights and East Region Customer Information to
the extent used in the operation of the business of West in the West Region as
of the Effective Date, but excludes compilation copyrights to the extent
relating to the whole or substantial portions of (a) the telephone directories
included in the East Region Copyrights, and (b) the databases included in the
East Region Customer Information.
1.8 "Co-Used West Region Copyrights and Information" shall mean
elements of the West Region Copyrights and West Region Customer Information to
the extent
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used in the operation of the business of East in the East Region as of the
Effective Date, but excludes compilation copyrights to the extent relating to
the whole or substantial portions of (a) the telephone directories included in
the West Region Copyrights, and (b) the databases included in the West Region
Customer Information.
1.9 "Dex Domain Names" shall have the meaning specified in the IP
Contribution Agreement. The Dex Domain Names are set forth in Exhibit A.
1.10 "Dex Marks" shall have the meaning specified in the IP
Contribution Agreement; provided that Dex Marks shall also include any
trademarks, service marks and tradenames that constitute Additional IP, and that
were transferred to Dex Media at Second Closing. The Dex Marks are set forth in
Exhibit B.
1.11 "Dex Media" shall have the meaning set forth in the
introductory paragraph hereof.
1.12 "Dex Patents" shall have the meaning specified in the IP
Contribution Agreement; provided that Dex Patents shall also include any patents
and patent applications that constitute Additional IP, and that were transferred
to Dex Media at Second Closing. The Dex Patents are set forth in Exhibit C.
1.13 "Directory Products" shall have the meaning set forth in the
IP Contribution Agreement.
1.14 "Disclosing Party" shall have the meaning set forth in Section
1.7.
1.15 "Domain Name Lease Term" shall have the meaning set forth in
the IP Contribution Agreement.
1.16 "East" shall have the meaning set forth in the introductory
paragraph hereof.
1.17 "East Collateral Agent" shall mean the Collateral Agent as
defined in the East Guarantee and Collateral Agreement.
1.18 "East Guarantee and Collateral Agreement" shall mean the
Guarantee and Collateral Agreement, dated as of November 8, 2002, among Dex
Media East, Inc., East, each of the other subsidiaries of Dex Media East, Inc.
identified therein and JPMorgan Chase Bank, as Collateral Agent, as such
agreement may be amended, modified, supplemented or amended and restated from
time to time.
1.19 "East Region" shall mean the territory comprised of the seven
(7) states of Colorado, Iowa, Minnesota, Nebraska, New Mexico, North Dakota and
South Dakota and the metropolitan statistical area of El Paso, Texas. "East
Region" also includes the specific Service Areas within the West Region where
East has the Publishing Obligation.
1.20 "East Region Copyrights" shall mean Publisher Region
Copyrights, as such term is defined in the IP Contribution Agreement.
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1.21 "East Region Customer Information" shall mean Publisher Region
Customer Information, as such term is defined in the IP Contribution Agreement.
1.22 "East Secured Parties" shall mean the Secured Parties as
defined in the East Guarantee and Collateral Agreement.
1.23 "Effective Date" shall have the meaning set forth in the
introductory paragraph hereof.
1.24 "Enterprise IP" shall have the meaning set forth in the IP
Contribution Agreement.
1.25 "Enterprise IP of Dex" shall mean the Enterprise IP assigned
to Dex Media pursuant to Sections 2.1.2 and 2.1.3 of the IP Contribution
Agreement.
1.26 "Enterprise IP of Qwest" shall mean the Enterprise IP licensed
to Dex Media pursuant to Sections 2.2.1 and 2.2.2 of the IP Contribution
Agreement.
1.27 "First Closing" shall have the meaning set forth in the
Recitals.
1.28 "Governmental Entity" shall mean any government, or any
agency, bureau, board, commission, court, department, official, political
subdivision, tribunal or other instrumentality of any government, whether
Federal, state, or local, domestic or foreign.
1.29 "IP Contribution Agreement" shall have the meaning set forth
in the Recitals.
1.30 "Licensed Products" shall have the meaning set forth in the IP
Contribution Agreement.
1.31 "LLC Purchase Agreement" shall have the meaning set forth in
the Recitals.
1.32 "LLC II Purchase Agreement" shall have the meaning set forth
in the Recitals.
1.33 "Party" and "Parties" shall have the meanings set forth in the
introductory paragraph hereof.
1.34 "Person" means an association, a corporation, an individual, a
partnership, a limited liability company, a trust or any other entity or
organization, including a Governmental Entity.
1.35 "Professional Services Agreement" shall mean the Professional
Services Agreement by and between East and Qwest Dex, effective as of November
8, 2002.
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1.36 "Publisher Websites" shall have the meaning set forth in the
IP Contribution Agreement.
1.37 "Publishing Agreement" shall mean the Publishing Agreement for
Official Listings/Directories by and between East, West, Buyer, and Qwest
Corporation, dated November 8, 2002.
1.38 "Publishing Obligation" shall have the meaning set forth in
the Publishing Agreement.
1.39 "QSC" shall have the meaning set forth in the Recitals.
1.40 "Qwest" shall have the meaning set forth in the Recitals.
1.41 "Qwest Dex" shall have the meaning set forth in the Recitals.
1.42 "Qwest Entities" shall have the meaning set forth in the IP
Contribution Agreement.
1.43 "Qwest Licensed Patents" shall mean Licensed Patents, as such
term is defined in the IP Contribution Agreement. The Qwest Licensed Patents are
set forth on Exhibit D.
1.44 "Receiving Party" shall have the meaning set forth in Section
1.7.
1.45 "Second Closing" shall have the meaning set forth in the
Recitals.
1.46 "Service Area(s)" shall have the meaning set forth in the
Publishing Agreement.
1.47 "Shared Services and Employees Agreement" shall mean the
Shared Services and Employees Agreement by and among Dex Media, East, and West,
dated September 9, 2003.
1.48 "Tax Structure" shall have the meaning set forth in Section
5.3.1.
1.49 "Tax Treatment" shall have the meaning set forth in Section
5.3.1.
1.50 "Transaction" shall have the meaning set forth in Section
5.3.2.
1.51 "Voice Portal Directory" shall have the meaning set forth in
the IP Contribution Agreement.
1.52 "West" shall have the meaning set forth in the introductory
paragraph hereof.
1.53 "West Collateral Agent" shall mean the Collateral Agent as
defined in the West Guarantee and Collateral Agreement.
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1.54 "West Guarantee and Collateral Agreement" shall mean the
Guarantee and Collateral Agreement, dated as of September 9, 2003, among Dex
Media West, Inc., West, each of the subsidiaries of Dex Media West, Inc.
identified therein and JPMorgan Chase Bank, as Collateral Agent, as such
agreement may be amended, modified, supplemented or amended and restated from
time to time.
1.55 "West Region" shall mean the territory comprised of the seven
(7) states of Arizona, Idaho, Montana, Oregon, Utah, Washington and Wyoming.
"West Region" also includes the specific Service Areas within the East Region
where West has the Publishing Obligation.
1.56 "West Region Copyrights" shall mean Qwest Territory
Copyrights, as such term is defined in the IP Contribution Agreement.
1.57 "West Region Customer Information" shall mean Qwest Territory
Customer Information, as such term is defined in the IP Contribution Agreement.
1.58 "West Secured Parties" shall mean the Secured Parties as
defined in the West Guarantee and Collateral Agreement.
2. LICENSES TO EAST
2.1 East Region Copyrights and East Region Customer Information.
Dex Media hereby grants to East an exclusive (subject to the license granted to
the Qwest Entities pursuant to the IP Contribution Agreement, and subject to the
license granted herein to West in the Co-Used East Region Copyrights and
Information), perpetual, irrevocable, non-transferable (except as provided in
Section 7.6), fully paid up, worldwide (with the exception of the West Region)
right and license to use, reproduce, distribute, transmit, prepare derivate
works of, and otherwise exploit the East Region Copyrights and East Region
Customer Information, with the right to sublicense such rights in the ordinary
course of business.
2.2 Co-Used West Region Copyrights and Information. Dex Media
hereby grants to East a non-exclusive, perpetual, irrevocable, non-transferable
(except as provided in Section 7.6), fully paid up, worldwide (with the
exception of the West Region) right and license to use, reproduce, distribute,
transmit, prepare derivate works of, and otherwise exploit the Co-Used West
Region Copyrights and Information, with the right to sublicense such rights in
the ordinary course of business. Notwithstanding the foregoing, East may only
disclose Confidential Information included in such Co-Used West Region
Copyrights and Information if such disclosure is made in accordance with the
confidentiality obligations set forth in this Agreement.
2.3 Dex Marks. Dex Media hereby grants to East a non-exclusive,
perpetual, irrevocable, non-transferable (except as provided in Section 7.6),
fully paid up, worldwide (with the exception of the West Region) right and
license to use the Dex Marks in connection with the marketing and provision of
goods and services, with the right to sublicense such rights in the ordinary
course of business. Neither East nor any of its sublicensees will obtain any
right, title or interest in the Dex Marks by virtue of their
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use of the Dex Marks. Any goodwill that is created through the use of the Dex
Marks by East or any of its sublicensees will inure solely to the benefit of Dex
Media. All uses of the Dex Marks by East or any of its sublicensees will be: (i)
in accordance with Dex Media's then-current trademark usage policies, and (ii)
subject to inspection and monitoring by Dex Media to ensure that such uses are
in accordance with such policies. At Dex Media's request, East shall promptly
make, and shall require its sublicensees to promptly make, any changes with
regard to usage of the Dex Marks as Dex Media deems appropriate. Any such
changes shall be made by East and any of its sublicensees at their sole expense.
2.4 Dex Domain Names. Dex Media hereby grants to East an
exclusive, irrevocable, non-transferable (except as provided in Section 7.6),
fully paid up right and license to use the Dex Domain Names in connection with
the management and operation of web sites on behalf of both East and West in
accordance with the Shared Services and Employees Agreement, but only for so
long as East continues to manage and operate such web sites on behalf of both
itself and West.
2.5 Dex Patents. Dex Media hereby grants to East a non-exclusive,
irrevocable, perpetual, non-transferable (except as provided in Section 7.6),
fully paid up, worldwide (with the exception of the West Region) right and
license under the Dex Patents, to make, have made, use, import, export,
distribute, offer for sale, sell, and otherwise transfer products, and to
otherwise exploit the Dex Patents, with the right to sublicense such rights in
the ordinary course of business.
2.6 Enterprise IP of Dex. Dex Media hereby grants to East a
non-exclusive, irrevocable, perpetual, non-transferable (except as provided in
Section 7.6), fully paid up, worldwide (with the exception of the West Region)
right and license to use and exploit all rights of Dex Media in and to the
Enterprise IP of Dex. The rights and licenses set forth in this Section 2.6
include the right of East to disclose the Confidential Information included in
such Enterprise IP of Dex, provided that such disclosure is in accordance with
the confidentiality obligations set forth in this Agreement.
2.7 Enterprise IP of Qwest. Subject to the terms and conditions of
the IP Contribution Agreement, which East acknowledges and agrees are
enforceable against it directly by the Qwest Entities, Dex Media hereby grants
to East a nonexclusive, perpetual, royalty-free, worldwide (with the exception
of the West Region) right and license to use and exploit all rights licensed by
Dex Media from the Qwest Entities in and to the Enterprise IP of Qwest solely in
connection with (a) the Publisher Websites, and (b) the development,
preparation, reproduction, sale, marketing and other distribution, and other use
and exploitation of Licensed Products. The rights and licenses set forth in this
Section 2.7 include (i) the right of East to disclose the Confidential
Information included in such Enterprise IP, provided that such disclosure is
solely for use and exploitation in connection with Licensed Products and in
accordance with the confidentiality obligations set forth in this Agreement, and
(ii) a license under such Enterprise IP to prepare derivative works of,
reproduce, distribute, transmit, and otherwise use and exploit such Licensed
Products. Notwithstanding the geographical limitation on this license, East may
use the Enterprise IP of Qwest in connection with the
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management and operation of Publisher Websites on behalf of both East and West
in accordance with the Shared Services and Employees Agreement, but only for so
long as East continues to manage and operate such Publisher Websites on behalf
of both itself and West.
2.8 Domain Name License to qwestdex.com. Subject to the terms and
conditions of the IP Contribution Agreement and the Professional Services
Agreement, which East acknowledges and agrees are enforceable against it
directly by the Qwest Entities, Dex Media hereby grants to East the right
licensed by Dex Media from the Qwest Entities, solely for and during the Domain
Name Lease Term and only for so long as East continues to manage and operate web
sites on behalf of both itself and West, to use the "qwestdex.com" domain name
for the continued operation of the qwestdex.com World Wide Web site, provided
that such World Wide Web site continues to consist principally of providing
current and future Ancillary Products and Directory Products.
2.9 Qwest Licensed Patents. Subject to the terms and conditions of
the IP Contribution Agreement, which East acknowledges and agrees are
enforceable against it directly by the Qwest Entities, Dex Media hereby grants
to East, a nonexclusive, worldwide (with the exception of the West Region) right
and license to use and exploit all rights licensed by Dex Media from the Qwest
Entities in and to the Licensed Patents solely in connection with the
development, preparation, reproduction, sale, marketing, distribution, and other
use and exploitation of Voice Portal Directories. The rights and licenses set
forth in this Section 2.9 include a license under such Licensed Patents to make,
use, offer for sale, sell, import and otherwise exploit such Voice Portal
Directories.
3. LICENSES TO WEST
3.1 West Region Copyrights and West Region Customer Information.
Dex Media hereby grants to West an exclusive (subject to the license granted to
the Qwest Entities pursuant to the IP Contribution Agreement, and subject to the
license granted herein to East in the Co-Used West Region Copyrights and
Information), perpetual, irrevocable, non-transferable (except as provided in
Section 7.6), fully paid up, worldwide (with the exception of the East Region)
right and license to use, reproduce, distribute, transmit, prepare derivate
works of, and otherwise exploit the West Region Copyrights and West Region
Customer Information, with the right to sublicense such rights in the ordinary
course of business.
3.2 Co-Used East Region Copyrights and Information. Dex Media
hereby grants to West a non-exclusive, perpetual, irrevocable, non-transferable
(except as provided in Section 7.6), fully paid up, worldwide (with the
exception of the East Region) right and license to use, reproduce, distribute,
transmit, prepare derivate works of, and otherwise exploit the Co-Used East
Region Copyrights and Information, with the right to sublicense such rights in
the ordinary course of business. Notwithstanding the foregoing, West may only
disclose Confidential Information included in such Co-Used East Region
Copyrights and Information if such disclosure is made in accordance with the
confidentiality obligations set forth in this Agreement.
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3.3 Dex Marks. Dex Media hereby grants to West a non-exclusive,
perpetual, irrevocable, non-transferable (except as provided in Section 7.6),
fully paid up, worldwide (with the exception of the East Region) right and
license to use the Dex Marks in connection with the marketing and provision of
goods and services, with the right to sublicense such rights in the ordinary
course of business. Neither West nor any of its sublicensees will obtain any
right, title or interest in the Dex Marks by virtue of their use of the Dex
Marks. Any goodwill that is created through the use of the Dex Marks by West or
any of its sublicensees will inure solely to the benefit of Dex Media. All uses
of the Dex Marks by West or any of its sublicensees will be: (i) in accordance
with Dex Media's then-current trademark usage policies, and (ii) subject to
inspection and monitoring by Dex Media to ensure that such uses are in
accordance with such policies. At Dex Media's request, West shall promptly make,
and shall require its sublicensees to promptly make, any changes with regard to
usage of the Dex Marks as Dex Media deems appropriate. Any such changes shall be
made by West and any of its sublicensees at their sole expense.
3.4 Dex Patents. Dex Media hereby grants to West a non-exclusive,
irrevocable, perpetual, non-transferable (except as provided in Section 7.6),
fully paid up, worldwide (with the exception of the East Region) right and
license under the Dex Patents, to make, have made, use, import, export,
distribute, offer for sale, sell, and otherwise transfer products, and to
otherwise exploit the Dex Patents, with the right to sublicense such rights in
the ordinary course of business.
3.5 Enterprise IP of Dex. Dex Media hereby grants to West a
non-exclusive, irrevocable, perpetual, non-transferable (except as provided in
Section 7.6), fully paid up, worldwide (with the exception of the East Region)
right and license to use and exploit all rights of Dex Media in and to the
Enterprise IP of Dex. The rights and licenses set forth in this Section 3.5
include the right of West to disclose the Confidential Information included in
such Enterprise IP of Dex, provided that such disclosure is in accordance with
the confidentiality obligations set forth in this Agreement.
3.6 Enterprise IP of Qwest. Subject to the terms and conditions of
the IP Contribution Agreement, which West acknowledges and agrees are
enforceable against it directly by the Qwest Entities, Dex Media hereby grant to
West a nonexclusive, perpetual, royalty-free, worldwide (with the exception of
the East Region) right and license to use and exploit all rights licensed by Dex
Media from the Qwest Entities in and to the Enterprise IP of the Qwest solely in
connection with (a) the Publisher Websites, and (b) the development,
preparation, reproduction, sale, marketing and other distribution, and other use
and exploitation of Licensed Products. The rights and licenses set forth in this
Section 3.6 include (i) the right of West to disclose the Confidential
Information included in such Enterprise IP, provided that such disclosure is
solely for use and exploitation in connection with Licensed Products and in
accordance with the confidentiality obligations set forth in this Agreement, and
(ii) a license under such Enterprise IP to prepare derivative works of,
reproduce, distribute, transmit, and otherwise use and exploit such Licensed
Products.
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3.7 Qwest Licensed Patents. Subject to the terms and conditions of
the IP Contribution Agreement, which West acknowledges and agrees are
enforceable against it directly by the Qwest Entities, Dex Media hereby grants
to West, a nonexclusive, worldwide (with the exception of the East Region) right
and license to use and exploit all rights licensed by Dex Media from the Qwest
Entities in and to the Licensed Patents solely in connection with the
development, preparation, reproduction, sale, marketing, distribution, and other
use and exploitation of Voice Portal Directories. The rights and licenses set
forth in this Section 3.7 include a license under such Licensed Patents to make,
use, offer for sale, sell, import and otherwise exploit such Voice Portal
Directories.
4. MAINTENANCE AND ENFORCEMENT
4.1 Maintenance. Dex Media will be responsible for preparing,
filing, prosecuting, and maintaining all applications, registrations, and
issuances of the intellectual property licensed to East and West hereunder. In
the event that Dex Media fails to do so, either East or West shall have the
right, but not the obligation, to prepare, file, prosecute and maintain the same
on behalf of Dex Media, but only if such Party is licensed to use such
intellectual property hereunder. In either event, to the extent that any such
intellectual property is licensed both to East and West, the costs of such
preparation, filing, prosecution and maintenance shall be paid by East and West
in accordance with the cost allocation formula specified in Section 5.1(c) of
the Shared Services and Employees Agreement. In the event that either East or
West fails to pay its share of such costs, the other Party may pay such costs
and has the right to seek reimbursement from the non-paying Party. To the extent
that any such intellectual property is licensed only to East or West, the Party
to whom such intellectual property is licensed shall pay all costs relating to
such preparation, filing, prosecution and maintenance. The Party preparing,
filing, prosecuting or maintaining any such intellectual property may request
reasonable assistance from the other Parties in connection with such
preparation, filing, prosecution or maintenance.
4.2 Enforcement. Each Party will as promptly as practicable notify
the others in writing upon learning of any infringement of the intellectual
property licensed hereunder (the "Infringement Notice"). Dex Media shall have
the primary right, but not the obligation, to commence, prosecute and control
any action or proceeding with respect to such infringement (the "Enforcement
Action") by counsel of its choice. If Dex Media does not either commence such
Enforcement Action or persuade the alleged infringer to desist within a period
of one hundred twenty (120) days after receiving the applicable Infringement
Notice, if any, or otherwise first learning of such infringement, or within such
shorter time proscribed by law, any Party licensed hereunder to use the
applicable intellectual property shall have the right to commence, prosecute and
control any such Enforcement Action by counsel of its choice; provided that such
Party shall enter into no settlement, consent judgment or other voluntary final
disposition of any Enforcement Action that relates to infringement of
intellectual property owned or licensed by other Parties hereunder without the
prior written consent of such parties, which consent shall not be unreasonably
withheld. The Party commencing any such Enforcement Action (the "Prosecuting
Party") may join the other Parties as party plaintiffs in any such Enforcement
Action. Such other parties shall give the Prosecuting Party reasonable
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assistance and authority to file and to prosecute such Enforcement Action. If
the intellectual property which is the subject of the Enforcement Action is
licensed to both East and West hereunder, all costs and expenses (including
reasonable attorneys' fees) relating to such Enforcement Action shall be paid by
East and West in accordance with the cost allocation formula specified in
Section 5.1(c) of the Shared Services and Employees Agreement. If the
intellectual property which is the subject of the Enforcement Action is licensed
only to East or West hereunder, all costs and expenses (including reasonable
attorneys' fees) relating to such Enforcement Action shall be paid by the Party
to whom such intellectual property is licensed. If the intellectual property
which is the subject of the Enforcement Action is licensed to both East and West
hereunder, any damages or other monetary awards recovered in such Enforcement
Action (the "Award") shall be distributed to East and West in accordance with
the same allocation formula that is applied to the costs and expenses of such
Enforcement Action. If the intellectual property which is the subject of the
Enforcement Action is licensed only to East or West hereunder, the entire Award
shall be distributed to the Party to whom such intellectual property is
licensed.
5. CONFIDENTIALITY
5.1 Disclosure Limitation. Each party shall use the same care and
measures to protect the confidentiality of the Confidential Information as the
other party uses for its own confidential or proprietary information or material
of a similar nature, but no less than a reasonable degree of care. Each party
further agrees not to remove or destroy any proprietary rights or
confidentiality legends or markings placed upon any documentation or other
materials provided by the other party.
5.2 Permitted Disclosures. Notwithstanding Section 5.1, the
Receiving Party may disclose Confidential Information to the extent that the
Receiving Party is required (by the disclosure requirements of any rule,
regulation or form of any Governmental Entity or by interrogatories, requests
for information or documents of any Governmental Entity in legal proceedings,
subpoenas, civil investigative demands, or other similar processes) to disclose
such Confidential Information, provided that the Receiving Party shall provide
the applicable Disclosing Party with prompt written notice of any such
requirement so that the Disclosing Party or its Affiliate may object to
production and seek a protective order or other appropriate remedy, and/or waive
compliance with the provisions of this Agreement. If the Disclosing Party or its
Affiliate objects to production and seeks a protective order or other
appropriate remedy, the Receiving Party shall exercise commercially reasonable
efforts (and the Disclosing Party or its Affiliate will reimburse the Receiving
Party's out-of-pocket costs) to cooperate, including, without limitation, by
cooperating with the Disclosing Party or its Affiliate to obtain an appropriate
protective order or other reasonable assurance that confidential treatment will
be accorded such Confidential Information.
5.3 Confidentiality of Tax Treatment and Structure.
5.3.1 Notwithstanding any other provisions contained
herein, each Party (and each of their respective counsel, financial advisors,
auditors and other authorized
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representatives) may disclose to any and all Persons, without limitations of any
kind, the purported or claimed federal income tax treatment of the Transaction
or any other transaction contemplated by this Agreement (the "Tax Treatment")
and the facts that may be relevant to understanding the purported or claimed Tax
Treatment (all such facts herein referred to as the ("Tax Structure")) of the
Transaction or any such other transaction and all materials of any kind
(including opinions and other tax analyses) that are provided to the Parties
relating to such Tax Treatment and Tax Structure; provided, however, that, with
respect to any document or similar item that in either case contains information
concerning the Tax Treatment and Tax Structure of the Transaction or any such
other transaction as well as other information, this sentence will only apply to
such portions of the document or similar item that relate to the Tax Treatment
and Tax Structure of the Transaction or such other transaction; provided,
further, that each Party recognizes that the privilege each has to maintain, in
its sole discretion, the confidentiality of a communication relating to the
Transaction or any such other transaction, including a confidential
communication with its attorney or a confidential communication with a federally
authorized tax practitioner under Section 7525 of the Internal Revenue Code, is
not intended to be affected by the foregoing.
5.3.2 To the extent not inconsistent with the immediately
preceding paragraph, no Party may disclose (except as required by law or
pursuant to the regulations under Internal Revenue Code sections 6011, 6111 or
6112) to any Person (a) the existence and status of any ongoing negotiations
between, or by any of, the Parties concerning a possible transaction; (b) any
specific pricing information in connection with the Transaction; (c) any of the
specific properties or assets involved in the Transaction (other than generic
properties or assets relating to the structure of the Transaction); (d) the
identity of any participants in the Transaction; or (e) any other information
that any of the Parties acquired in the conduct of their respective due
diligence in connection with the Transaction, including information regarding
accounting periods and methods, audit settlements and agreements, or similar tax
return information filed for periods prior to the Transaction, which information
the Parties agree does not constitute Tax Treatment or Tax Structure of the
Transaction. For purposes of this Agreement the term "Transaction" means solely
the sale by Qwest Dex, Inc., as seller, of all of its limited liability company
membership interests of West to Buyer. In addition, nothing in Section 5.3.1 or
this Section 5.3.2 is intended to affect the rights and obligations of the
parties with respect to Confidential Information set forth in Sections 5.1, 5.2
or 2.6, except to the extent disclosure is required by law or pursuant to the
regulations under Internal Revenue Code sections 6011, 6111 or 6112.
6. NO WARRANTY; INDEMNIFICATION; LIMITATION OF LIABILITY.
6.1 Disclaimer of Warranties. EACH OF EAST AND WEST ACKNOWLEDGES
THAT THE LICENSES AND RIGHTS GRANTED TO IT HEREUNDER ARE GRANTED "AS IS." DEX
MEDIA HEREBY SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS
OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
12
<PAGE>
NONINFRINGEMENT, WHETHER RELATED TO THE INTELLECTUAL PROPERTY OR OTHERWISE.
6.2 Indemnity. East and West each acknowledges and agrees that,
except as set forth below, it shall bear all responsibility for, including
having all liability arising from and related to, its use of the intellectual
property licensed hereunder. East and West each hereby agrees to defend, hold
harmless and indemnify the other Parties hereto and their officers, directors,
employees and agents from and against any losses, claims, suits, damages, costs
and expenses (including reasonable attorneys' fees), and other liabilities
arising from or related to the rights granted under this Agreement. East shall
have no such indemnification obligations for such losses, claims, suits,
damages, costs and expenses (including attorneys' fees) and other liabilities to
the extent they arise from claims based on use of the intellectual property
licensed hereunder by West, and West shall have no such indemnification
obligations for such losses, claims, suits, damages, costs and expenses
(including attorneys' fees) and other liabilities to the extent they arise from
claims based on use of the intellectual property licensed hereunder by East.
6.3 Consequential Damages. Except with respect to a Party's fraud
or willful misconduct, and except with respect to damages sought by a third
party in connection with a third party claim, none of the Parties, or their
Affiliates, will be liable to the other Parties, or their Affiliates, for any
damages other than direct damages. Each Party agrees that it is not entitled to
recover and agrees to waive any claim with respect to, and will not seek,
consequential, punitive or any other special damages as to any matter under,
relating to or arising out of the transactions contemplated by this Agreement,
except with respect to such claims and damages arising directly out of a Party's
fraud or willful misconduct, or with respect to damages sought by third parties
in connection with third party claims.
7. MISCELLANEOUS
7.1 No Agency. Nothing in this Agreement shall be deemed to create
or constitute a partnership, agency, representative, affiliate, or other
relationship (other than the relationship of licensor and licensee, and other
than as expressly set forth in Section 4) between the Parties or constitute any
Party as the partner, agent, representative, or affiliate of any other Party for
any purpose.
7.2 Governing Laws; Compliance with Law. This Agreement and the
legal relations between the parties will be governed by and construed in
accordance with the laws of the State of Colorado applicable to contracts made
and performed in such State and without regard to conflicts of law doctrines
unless certain matters are preempted by federal law. The parties agree to comply
with all material federal, state and local laws, rules, regulations, and orders
of every kind whatsoever that are applicable to them.
7.3 Schedules and Exhibits; Integration. Each Schedule and Exhibit
delivered pursuant to the terms of this Agreement must be in writing and will
constitute a part of this Agreement, although schedules need not be attached to
each copy of this Agreement. This Agreement, together with such Schedules and
Exhibits constitutes the entire
13
<PAGE>
agreement among the Parties pertaining to the subject matter hereof and
supersedes all prior agreements and understandings of the Parties in connection
therewith
7.4 Amendments; Waivers. Except as expressly provided herein, this
Agreement and any attached Exhibit may be amended only by agreement in writing
of the Parties affected. No waiver of any provision nor consent to any exception
to the terms of this Agreement or any agreement contemplated hereby will be
effective unless in writing and signed by all of the parties affected and then
only to the specific purpose, extent and instance so provided. No failure on the
part of a Party to exercise or delay in exercising any right hereunder will be
deemed a waiver thereof, nor will any single or partial exercise preclude any
further or other exercise of such or any other right.
7.5 Further Assurances. Each Party will take such actions as any
other Party may reasonably request or as may be necessary or appropriate to
consummate or implement the transactions contemplated by this Agreement or to
evidence such events or matters.
7.6 Assignment. Neither East nor West shall (and shall have no
right to) assign, pledge, grant a security interest in or otherwise encumber, or
otherwise transfer this Agreement or any of its rights or obligations hereunder,
whether voluntarily, involuntarily, by operation of law or otherwise, except
that East and West each may assign, encumber, or otherwise transfer this
Agreement, together with all of its or their rights and obligations hereunder,
without such consent in connection with a merger, reorganization,
reincorporation into another state, or sale of all, or substantially all, of its
or their business and assets relating to this Agreement, if such assignee agrees
to be bound by all of the terms and conditions of this Agreement to the same
extent as East or West, as applicable. Notwithstanding anything in this
Agreement to the contrary, (i) East may assign and pledge to the East Collateral
Agent, for the ratable benefit of the East Secured Parties, and grant to the
East Collateral Agent, for the ratable benefit of the East Secured Parties, a
security interest in the licenses granted to it under this Agreement pursuant to
the East Guarantee and Collateral Agreement and (ii) West may assign and pledge
to the West Collateral Agent, for the ratable benefit of the West Secured
Parties, and grant to the West Collateral Agreement, for the ratable benefit of
the West Secured Parties, a security interest in the licenses granted to it
under this Agreement pursuant to the West Guarantee and Collateral Agreement.
Any purported assignment, sale, delegation or other transfer in violation of
this Section 7.6 shall be null and void. Dex Media may assign this Agreement and
its rights and obligations hereunder, in whole or in part, provided that any
rights or obligations in respect of any particular intellectual property or
other assets licensed hereunder may only be assigned to an entity to which that
intellectual property or other assets are assigned, and provided further that
the assignee is subject to all of the terms and conditions of this Agreement to
the same extent as Dex Media.
7.7 Successors and Assigns; No Third Party Beneficiaries. Subject
to Section 7.6, this Agreement is binding upon and will inure to the benefit of
each Party and its successors or assigns. With the exception of the rights of
the Qwest Entities expressly provided for in Sections 2.7, 2.8, 2.9, 3.6 and
3.7, nothing in this Agreement, express or
14
<PAGE>
implied, is intended to confer upon any other Person any rights or remedies of
any nature whatsoever under or by reason of this Agreement.
7.8 Headings. The descriptive headings of the Sections and
subsections of this Agreement are for convenience only and do not constitute a
part of this Agreement.
7.9 Alternative Dispute Resolution. Any dispute, controversy or
claim arising under or related to this Agreement, regardless of the legal theory
upon which it is based, will be settled by final, binding arbitration pursuant
to the Federal Arbitration Act, 9 U.S.C. Section 1 et seq., in accordance with
the American Arbitration Association Commercial Arbitration Rules. Nothing
herein will, however, prohibit a Party from seeking temporary or preliminary
injunctive relief in a court of competent jurisdiction. In any arbitration, the
number of arbitrators will be three. If all three Parties to this Agreement are
parties to the arbitration, each of the three Parties shall have the right to
appoint one arbitrator. If only two Parties to this Agreement are parties to the
arbitration, each of the Parties shall have the right to appoint one arbitrator,
who will together appoint a third neutral arbitrator within thirty (30) days
after the appointment of the last party-designated arbitrator. All arbitration
proceedings will take place in Denver, Colorado. The arbitrators will be
entitled to award monetary and equitable relief, including specific performance
and other injunctive relief; provided, however, that only damages allowed
pursuant to this Agreement may be awarded. Except as otherwise expressly
provided in this Section 7.9, each Party will bear the expenses of its own
counsel and will jointly bear the expenses of the arbitrators. The arbitrators
will allocate the remaining costs of the arbitration proceeding. The Parties
agree that the arbitrators will include, as an item of damages, the costs of
arbitration, including reasonable legal fees and expenses, incurred by the
prevailing party if the arbitrators determine that either (a) the non-prevailing
party did not act in good faith when disputing its liability hereunder to the
prevailing party or when initiating a claim against the prevailing party; or (b)
the prevailing party has had to resort to arbitration with respect to a
substantially similar claim more than twice in any thirty-six (36) month period.
Should it become necessary to resort or respond to court proceedings to enforce
a Party's compliance with this Section 7.9, such proceedings will be brought
only in the federal or state courts located in the State of Colorado, which will
have exclusive jurisdiction to resolve any disputes with respect to this
Agreement, with each Party irrevocably consenting to the jurisdiction thereof.
If the court directs or otherwise requires compliance herewith, then all costs
and expenses, including reasonable attorneys' fees incurred by the Party
requesting such compliance, will be reimbursed by the non-complying Party to the
requesting Party.
7.10 Remedies Not Exclusive. Any rights or remedies conferred by
this Agreement upon any of the Parties shall be in addition to and without
prejudice to all other rights and remedies available to the parties, whether
arising under applicable law or any other document or agreement executed by the
parties.
7.11 Reliance. Each of the parties acknowledges that it is not
relying on any statements, warranties or representations given or made by any of
them in relation to the subject matter hereof, and that it shall have no rights
or remedies with respect to such subject matter other than under this Agreement.
15
<PAGE>
7.12 Notices. All notices, demands and other communications to be
given or delivered under or by reason of the provisions of this Agreement will
be in writing and will be deemed to have been given (a) immediately when
personally delivered, (b) when received by first class mail, return receipt
requested, (c) one day after being sent by Federal Express or other overnight
delivery service, or (d) when receipt is acknowledged, either electronically or
otherwise, if sent by facsimile, telecopy or other electronic transmission
device. Notices, demands and communications to the other Parties will, unless
another address is specified by such Parties hereafter in writing, be sent to
the addresses indicated below:
If to Dex Media, Inc., then to:
Dex Media, Inc.
198 Inverness Drive West, Eighth Floor
Englewood, Colorado 80112
Attention: General Counsel
Fax: (303) 784-1915
If to Dex Media East LLC, then to:
Dex Media East LLC
198 Inverness Drive West, Eighth Floor
Englewood, Colorado 80112
Attention: General Counsel
Fax: (303) 784-1915
If to Dex Media West LLC, then to:
Dex Media West LLC
198 Inverness Drive West, Eight Floor
Englewood, CO 80112
Attention: General Counsel
Fax: (303) 784-1915
7.13 Expenses. Except as otherwise provided in this Agreement, each
Party shall each be responsible for its respective expenses incurred in the
course of exercise of its rights and performance of its obligations under this
Agreement.
7.14 Severability. If any provision of this Agreement is held to be
unenforceable for any reason, it will be adjusted rather than voided, if
possible, to achieve the intent of the Parties. All other provisions of this
Agreement will be deemed valid and enforceable to the extent possible.
7.15 Counterparts. This Agreement and any amendment hereto or any
other agreement delivered pursuant hereto may be executed in one or more
counterparts and by different Parties in separate counterparts. All counterparts
will constitute one and the
16
<PAGE>
same agreement and will become effective when one or more counterparts have been
signed by each Party and delivered to the other Parties.
17
<PAGE>
IN WITNESS WHEREOF, each of the undersigned represents and warrants
that he or she is duly authorized to sign this Agreement on behalf of the Party
that he or she represents. Each Party has read, understands and agrees to the
terms and conditions of this Agreement, and the Parties hereto have executed
this Agreement as of the Effective Date.
DEX MEDIA, INC.
By: /s/ George Burnett
---------------------------------------
Name: George Burnett
Title: CEO and President
DEX MEDIA EAST LLC
By: /s/ George Burnett
---------------------------------------
Name: George Burnett
Title: CEO and President
DEX MEDIA WEST LLC
By: /s/ George Burnett
---------------------------------------
Name: George Burnett
Title: CEO and President
18
<PAGE>
EXHIBIT A
DEX DOMAIN NAMES
ASKMRDEX.COM
DENVERDEX.COM
DEX.BIZ
DEXDIRECTORY.COM
DEXDIRECTORY.NET
DEXDIRECTORY.ORG
DEXINTERNET.COM
DEXYELLOWPAGES.COM
DEXYELLOWPAGES.NET
DEXYELLOWPAGES.ORG
DEXWEBONLINE.COM
DIRECTORYSOURCE.COM
FINDDEX.COM
LISTPEOPLE.COM
MYDENVERDEX.COM
THELISTPEOPLE.COM
YELLOWPAGEWEBBUILDER.COM
YOURDIRECTORYEXPERT.ORG
DEXLIST.COM
ADVERTISEWITHDEX.COM
YOURDIRECTORYEXPERT.COM
YOURDIRECTORYEXPERT.NET
THEDIRECTORYSOURCE.COM
REQUESTMATCHNOW.COM
MYBUSINESSPARTNERS.BIZ
RECCOMENDATION.BIZ
DALLASSELECT.COM
CHICAGOSELECT.COM
THELISTCHICAGO.COM
THELISTDALLAS.COM
CHICAGOLIST.COM
MYINSIDER.NET
<PAGE>
EXHIBIT B
DEX MARKS
<CAPTION>
APP NO/ REG NO/ INTERNATIONAL
MARK COUNTRY FILING DATE REG DATE CLASS STATUS
--------------------------------------------------------------------------------------------------------
AWARENESS BUILDER US 75/724826 2374066 35 REGISTERED
PACKAGE 6/8/99 8/1/00
--------------------------------------------------------------------------------------------------------
AWARENESS BUILDER US 75/723862 2499445 42 REGISTERED
PACKAGE 6/8/99 10/23/01
--------------------------------------------------------------------------------------------------------
BUILD YOUR US 75/666063 2345168 35 REGISTERED
BUSINESS EVERY DAY 3/23/99 4/25/00
--------------------------------------------------------------------------------------------------------
CHICAGO INSIDER US 78/178747 16 PENDING
10/26/02
--------------------------------------------------------------------------------------------------------
CHICAGO INSIDER US 78/178749 35 PENDING
10/26/02
--------------------------------------------------------------------------------------------------------
COMPLETE COVERAGE US 75/723927 2407465 35 REGISTERED
PACKAGE 6/8/99 11/21/00
--------------------------------------------------------------------------------------------------------
COMPLETE COVERAGE US 75/724793 2476801 42 REGISTERED
PACKAGE 6/8/99 8/7/01
--------------------------------------------------------------------------------------------------------
DALLAS INSIDER US 78/178744 16 PENDING
10/26/02
--------------------------------------------------------------------------------------------------------
DALLAS INSIDER US 78/178745 35 PENDING
10/26/02
--------------------------------------------------------------------------------------------------------
DESIGN (HAND US 75/931123 2429906 16 REGISTERED
W/POINTER FINGER) 2/29/00 2/20/01
--------------------------------------------------------------------------------------------------------
DESIGN ONLY (phone) US 75/733449 2333252 35 REGISTERED
6/15/99 3/21/00
--------------------------------------------------------------------------------------------------------
DESIGN ONLY US 75/728631 2333185 42 REGISTERED
(phone) 6/15/99 3/21/00
--------------------------------------------------------------------------------------------------------
DEX US 76/292825 2561784 16 REGISTERED
7/31/01 4/16/02
--------------------------------------------------------------------------------------------------------
DEX CTM 002511350 16, 35, 38 PENDING
12/21/01
--------------------------------------------------------------------------------------------------------
DEX MX 523385 738685 16 REGISTERED
12/13/01 03/20/02
--------------------------------------------------------------------------------------------------------
DEX CA 1124800 N/A PENDING
12/11/01
--------------------------------------------------------------------------------------------------------
EASY START PACKAGES US 75/724182 2381083 35 REGISTERED
6/8/99 8/29/00
--------------------------------------------------------------------------------------------------------
EASY START PACKAGES US 75/723928 2408080 42 REGISTERED
6/8/99 11/28/00
--------------------------------------------------------------------------------------------------------
EASY START THREE US 75/724988 2467037 42 REGISTERED
6/9/99 7/10/01
--------------------------------------------------------------------------------------------------------
EASY START THREE US 75/724980 2382852 35 REGISTERED
6/9/99 9/5/00
--------------------------------------------------------------------------------------------------------
EASY START TWO US 75/724986 2379194 35 REGISTERED
6/9/99 8/22/00
--------------------------------------------------------------------------------------------------------
EASY START TWO US 75/722521 2412017 42 REGISTERED
6/9/99 12/12/00
--------------------------------------------------------------------------------------------------------
EXPANDED COVERAGE US 75/724184 2489558 35 REGISTERED
6/8/99 9/11/01
--------------------------------------------------------------------------------------------------------
EXPANDED COVERAGE US 75/724221 2382851 35 REGISTERED
PLUS 6/8/99 9/5/00
--------------------------------------------------------------------------------------------------------
<PAGE>
<CAPTION>
APP NO/ REG NO/ INTERNATIONAL
MARK COUNTRY FILING DATE REG DATE CLASS STATUS
--------------------------------------------------------------------------------------------------------
FAST FACTS US 76/367498 35 PENDING
2/6/02
--------------------------------------------------------------------------------------------------------
FULL COVERAGE US 75/724794 2371864 42 REGISTERED
PACKAGE 6/8/99 7/25/00
--------------------------------------------------------------------------------------------------------
FULL COVERAGE US 75/724827 2371865 35 REGISTERED
PACKAGE 6/8/99 7/25/00
--------------------------------------------------------------------------------------------------------
FULL COVERAGE PLUS US 75/723545 2382848 35 REGISTERED
6/8/99 9/5/00
--------------------------------------------------------------------------------------------------------
FULL COVERAGE PLUS US 75/724181 2397394 38, 42 REGISTERED
6/8/99 10/24/00
--------------------------------------------------------------------------------------------------------
INTERNET POINTER US 75/919994 2421393 35 REGISTERED
AND DESIGN 2/15/00 1/16/01
--------------------------------------------------------------------------------------------------------
MY BUSINESS US 78/110068 38 PENDING
PARTNERS 2/20/02
--------------------------------------------------------------------------------------------------------
MY BUSINESS US 78/117621 35 PENDING
PARTNERS 3/26/02
--------------------------------------------------------------------------------------------------------
NET TRAFFIC US 75/723973 2371862 35 REGISTERED
BUILDER PACKAGE 6/8/99 7/25/00 (SUPPLEMENTAL)
--------------------------------------------------------------------------------------------------------
ONE-STEP SOLUTION US 75/722520 2329873 35 REGISTERED
6/9/99 3/14/00
--------------------------------------------------------------------------------------------------------
ON-THE-GO US 75/862451 2475207 35 REGISTERED
12/2/99 8/7/01
--------------------------------------------------------------------------------------------------------
ON-THE-GO US 75/862906 2400121 16 REGISTERED
12/2/99 10/31/00
--------------------------------------------------------------------------------------------------------
REPEAT/REFERRAL
BUSINESS BUILDER US 75/723627 2371861 35 REGISTERED
PACKAGE 6/8/99 7/25/00
--------------------------------------------------------------------------------------------------------
REPEAT/REFERRAL
BUSINESS BUILDER US 75/724220 2371863 42 REGISTERED
PACKAGE 6/8/99 7/25/00
--------------------------------------------------------------------------------------------------------
THE ORIGINAL US 76/022430 35 SUSPENDED
SEARCH ENGINE 4/7/00 9/7/01
--------------------------------------------------------------------------------------------------------
UP AND TO THE RIGHT US 75/487637 2352608 16 REGISTERED
5/19/98 5/23/00
--------------------------------------------------------------------------------------------------------
UP AND TO THE US 75/869090 2400180 16 REGISTERED
RIGHT AND DESIGN 12/10/99 10/31/00
--------------------------------------------------------------------------------------------------------
DENVER TASTE United States 75862103 2467302 42 REGISTERED
12/1/99 7/10/01
--------------------------------------------------------------------------------------------------------
DENVER TASTE United States 75862905 2493963 42 REGISTERED
(STYLIZED) 12/2/99 10/2/01
--------------------------------------------------------------------------------------------------------
GOLD GUIDE Switzerland 172319914 389062 16 REGISTERED
3/15/91 01/15/92
--------------------------------------------------------------------------------------------------------
GOLD PAGES Switzerland 172419916 389063 16 REGISTERED
3/15/91 01/15/92
--------------------------------------------------------------------------------------------------------
<PAGE>
<CAPTION>
APP NO/ REG NO/ INTERNATIONAL
MARK COUNTRY FILING DATE REG DATE CLASS STATUS
--------------------------------------------------------------------------------------------------------
HOW TO TURN YELLOW United States 73556950 1392592 35, 41 REGISTERED
INTO GOLD 9/5/85 5/6/86
--------------------------------------------------------------------------------------------------------
IT'S WHAT TO DO
WHEN YOU FINISH A United States 74534562 1890221 40 REGISTERED
GOOD BOOK 6/7/94 4/18/95
--------------------------------------------------------------------------------------------------------
SD AND DESIGN United States 73553077 1413589 35 REGISTERED
8/12/85 10/14/86
--------------------------------------------------------------------------------------------------------
SD SENIOR
DISCOUNTS AND United States 73553079 1413590 35 REGISTERED
DESIGN 8/12/85 10/14/86
--------------------------------------------------------------------------------------------------------
TELERIDE United States 73507201 1335875 35 REGISTERED
11/5/84 5/14/85
--------------------------------------------------------------------------------------------------------
THE DIRECTORY United States 74149099 1802892 35 REGISTERED
SOURCE 3/11/91 11/2/93
--------------------------------------------------------------------------------------------------------
THE ONE THAT GETS United States 73751048 1534735 41 REGISTERED
USED 9/12/88 4/11/89
--------------------------------------------------------------------------------------------------------
WALKING FINGERS Switzerland 17271991.1 389149 16 REGISTERED
AND DESIGN 3/15/91 01/15/92
--------------------------------------------------------------------------------------------------------
YELLOW GUIDE Switzerland 17251991.8 389064 16 REGISTERED
3/15/91 01/15/92
--------------------------------------------------------------------------------------------------------
YELLOW PAGES Switzerland 17261991.0 389065 16 REGISTERED
3/15/91 01/15/92
--------------------------------------------------------------------------------------------------------
GOLD GUIDE Lithuania RL7853 9930 16, 41 REGISTERED
5/20/93
--------------------------------------------------------------------------------------------------------
GOLD PAGES Lithuania RL7854 9931 16, 41 REGISTERED
5/20/93
--------------------------------------------------------------------------------------------------------
THE MEXICO EXPORT Mexico 222914 490690 16 REGISTERED
PAGES 1/27/95 5/2/95
--------------------------------------------------------------------------------------------------------
THE MEXICO EXPORT Mexico 222916 490692 35 REGISTERED
PAGES 1/27/95 5/22/95
--------------------------------------------------------------------------------------------------------
THE NAFTA EXPORT Mexico 222915 490691 35 REGISTERED
PAGES 1/27/95 5/2/95
--------------------------------------------------------------------------------------------------------
THE NAFTA EXPORT Mexico 222917 490693 16 REGISTERED
PAGES 1/27/95 5/2/95
--------------------------------------------------------------------------------------------------------
WALKING FINGERS Lithuania RL7856 22884 16, 41 REGISTERED
AND DESIGN 5/20/93 05/28/96
--------------------------------------------------------------------------------------------------------
YELLOW GUIDE Lithuania RL7855 9932 16, 41 REGISTERED
5/20/93
--------------------------------------------------------------------------------------------------------
YELLOW PAGES Lithuania ZP8470 24580 16, 41 REGISTERED
6/3/93
--------------------------------------------------------------------------------------------------------
<PAGE>
EXHIBIT C
DEX PATENTS
<CAPTION>
COUNTRY APPL. NO. FILING DATE PATENT NO. ISSUE DATE TITLE
---------------------------------------------------------------------------------------------------
US 08/699,261 8/19/1996 [pending --- System and Method for
application] Annotating Electronic
Documents
---------------------------------------------------------------------------------------------------
US 08/998,309 12/24/1997 [pending --- Method for Automated
application] Sales Support
Processing With
Internet Input
---------------------------------------------------------------------------------------------------
US 09/000,827 12/30/1997 5,991,770 11/23/1999 Method for
Automatically
Generating Internet
Ready GIFs From
Selected Data File
---------------------------------------------------------------------------------------------------
US 09/471,836 12/23/1999 [pending --- System and Method for
application] Demonstration of
Dynamic Web Sites With
Integrated Database
Without Connecting to
a Network
---------------------------------------------------------------------------------------------------
US 09/476,597 12/31/1999 6,496,838 12/17/2002 Database Reconciliation
Method and System
---------------------------------------------------------------------------------------------------
US 075083 8/1/1997 D 399,246 10/6/1998 The Ornamental Design
for a Font of Type
---------------------------------------------------------------------------------------------------
<PAGE>
EXHIBIT D
QWEST LICENSED PATENTS
<CAPTION>
Title Serial Number Filing Date Patent Number Issue Date
------------------------------------------------------------------------------------------------------------------------
Method And System For Automatically Generating New 08/584,649 01/09/96 5,737,725 04/07/98
Voice Files Corresponding To New Text From A Script
------------------------------------------------------------------------------------------------------------------------
A System And Method For Producing Voice Files For An 08/587,125 01/09/96 5,758,323 05/26/98
Automated Concatenated Voice System
------------------------------------------------------------------------------------------------------------------------
Method For Converting A Text Classified Ad To A 08/584,414 01/09/96 5,832,432 11/03/98
Natural Sounding Audio Ad
------------------------------------------------------------------------------------------------------------------------
Concatenation of encoded audio files 09/597,873 06/20/00 N/A Pending
------------------------------------------------------------------------------------------------------------------------
System And Method For Converting Text-To-Voice 09/818,172 03/27/01 N/A Pending
------------------------------------------------------------------------------------------------------------------------
System And Method For Converting Text-To-Voice 09/818,207 03/27/01 N/A Pending
------------------------------------------------------------------------------------------------------------------------
System And Method For Converting Text-To-Voice 09/818,208 03/27/01 N/A Pending
------------------------------------------------------------------------------------------------------------------------
System And Method For Converting Text-To-Voice 09/818,331 03/27/01 N/A Pending
------------------------------------------------------------------------------------------------------------------------
System And Method For Converting Text-To-Voice 09/818,968 03/27/01 N/A Pending
------------------------------------------------------------------------------------------------------------------------
Method And Apparatus For Recording Prosody For Fully 09/872,680 06/01/01 N/A Pending
Concatenated Speech
------------------------------------------------------------------------------------------------------------------------
Systems And Method Of Concatenating Electronically 10/120,476 04/10/02 N/A Pending
Encoded Voice
------------------------------------------------------------------------------------------------------------------------