Sample Business Contracts

TERMS AND CONDITIONS

Western Europe (Andorra, Austria, Belgium, Denmark, Eire (Republic of Ireland), Faroe Islands, Finland, France, Germany, Gibraltar, Greece, Greenland, Guernsey, Iceland, Italy/Vatican City, Jersey, Liechtenstein, Luxembourg, Malta, Man, Monaco, Norway, Portugal, San Marino, Spain, Sweden, Switzerland, The Netherlands, United Kingdom)

Eastern Europe (Albania, Belarus, Bosnia & Herzegovina, Bulgaria, Croatia, Cyprus, Czech Republic, Estonia, Hungary, Latvia, Lithuania, Macedonia, Moldova*, Poland, Romania, Slovakia, Slovenia, Ukraine*, Yugoslavia (Serbia and Montenegro))

* Data for Moldova may not be used or distributed in Moldova and Data for Ukraine may not be used or distributed in Ukraine. Client agrees that it shall not export Copies of the Data for Moldova or Ukraine into each such country.

Standard Data. The Data for Europe is NAVTEQ Standard Data, plus the Additional Content listed in Exhibit E. Standard Data shall mean the features and attributes specified in NT's NAVTEQ Standard Data Content & Quality Specification (v.11.22.02) ("Specification"), and shall comply with the Verification Procedure for Accuracy and Completeness set forth in the Specification. To the extent that the Standard Data does not comply with the applicable Verification Procedure for Accuracy and Completeness or equivalent, NT's sole obligation and Client's sole remedy shall be for NT to use commercially reasonable efforts to effect such compliance. Standard Data shall further include additional content generally released by NT from time to time for which NT does not charge, in its sole discretion, additional license fees ("Add-Ons"); NT shall be under no obligation to release such additional content. Data for certain countries or areas of the Territory may not be completed and/or may not be produced within the TL Term, and will only be available hereunder upon general release by NT following completion.

Calendar Year 2007 and thereafter ñ[*****]

The MALF for each period is due in [*****] installments on the first day of each [*****]. Based on the fact that the Effective Date of this TL is later than the due date for the first [*****] MALF payment under [*****], the parties agree Client shall commence [*****] installments hereunder on the due date for the next [*****] MALF installment under [*****].

[*****] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

[*****] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

EXHIBIT A

APPLICATION & LICENSE FEES

(a) "Off-Board Navigation Application". An [*****] Application is a [*****] Application which (i) has [*****], (ii) uses the Data solely to provide [*****] Transactions, and (iii) uses [*****] in connection with deriving such [*****] Transactions.

(b) "Portable Off-Board Navigation Application". A [*****] Application is a [*****] Application which (i) [*****], (ii) may use the Data solely to provide [*****] Transactions, (iii) uses [*****] in connection with deriving [*****] Transactions; and (iv) receives information from, and delivers information to, [*****]

(c) "Map and Route Transaction Application". A [*****] Application is a [*****] Application (i) which uses the Data solely to provide [*****] Transactions and/or [*****] Transactions (and may not use Data to provide [*****] Transactions), and (ii) has [*****].

Subject to the Data Access Restrictions and all other restrictions set forth in the Agreement, the Permitted Applications shall not include Excluded Applications and, to the extent that Client has another Territory License under which Client is licensed for Applications ("Other Applications") that are otherwise included within the definition of Permitted Applications under this Territory License, such Other Applications shall be excluded from the license granted under this Territory License.

[*****] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

[*****] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Table 1

License Fees ñ [*****] Territory

[*****] Fees above are applied on a [*****] basis.

All License Fees provided above include the use of the Base Attribute Set only.

[*****] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Table 2

[*****] Discount Table ñ [*****] Territory

[*****] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

EXHIBIT B

DEFINITIONS

"Additional Content" means any data or content included in the Data as provided in Section III and as described in the applicable schedule to Exhibit F.

"Asset" means a person (including an End-User), animal, device, site, transportation means (e.g, a car or truck) or other mobile or immobile object.

"Base Attribute Set" means information in the Data relating to only those attributes that are classified as "Base" in NT's list of data attributes attached hereto as Exhibit E (as such attributes are further defined in the Specification). NT may update the Base Attribute Set from time to time upon notice to Client, provided, however, that NT shall not re-categorize any "Base" attributes identified in Exhibit E as Enhanced Attributes.

"Copy" [*****]

"Core POIs" [*****]

"Data Access Restrictions" [*****]

"Device" means any computer device and/or communication device.

"Enhanced Attributes" means any attributes in the Data other than those included in the Base Attribute Set. In the event Client desires to make use of any Enhanced Attribute for which a License Fee is not provided in this TL, Client must first contact NT and NT shall provide the applicable fee, if any, for such attribute or bundle of attributes.

"Excluded Applications" means any use of the Data in any manner not expressly authorized under this TL, including, without limitation: (i) for [*****]; (ii) with or for [*****]; (iii) for, or in connection with, [*****]; (iv) for or with [*****]; or (v) for or with a [*****] Application; or (vi) [*****].

"Geocoding" means the [*****].

"Geomarketing Application" means an application that analyzes and displays [*****].

"Identified Asset" means a specifically Identified Asset of an identified End-User, the location of which Asset Client or Sublicensee [*****] using the Application.

"Identified End-User" means an End-User who Client specifically identifies by name, address and other information and whose usage of the Application Client [*****] in connection with each Transaction. Identified End-User does not include [*****].

"Identified Subscriber" means a subscriber who Client specifically identifies by name, address and other information and whose usage of the Application Client [*****] in connection with each Transaction. Identified Subscriber does not include [*****].

"In-Vehicle System Integration" shall have the meaning provided in the definition of [*****].

"Map" means a single [*****], which may include [*****]. Additionally, [*****] includes [*****].

"No In-Vehicle System Integration" means that the Application is incapable of [*****] except as follows: [*****].

"Optimization" means calculating one or more [*****].

"Region" means all or a particular portion of a Territory (or Territories) consisting specifically of the following:

[*****] Territory: [*****].

[*****] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

"Route Information" means any one or more of [*****].

"Server-Based Application" means a system comprising a software application developed by or for Client which is [*****], and which Client or Sublicensee makes accessible to End-Users, [*****], and incorporates and uses the Data solely to derive and deliver Transactions, [*****], to the End-User for the End-User's immediate or near immediate personal use. End-Users may [*****] solely for the End-User's own immediate or near term personal use.

"Subscription" means each grant of the right to receive [*****] Transactions, [*****] Transactions or [*****] Transactions, as applicable, for (a) a period of [*****], (b) a period of [*****]; (c) a [*****] period (a "[*****] Subscription") or (d) a period of [*****] (each a "[*****] Subscription) either without regard to the number of Transactions provided.

"Tile-Based Map" means a [*****]. The [*****] may be rendered in advance and cached or rendered at the time of the End-User request. [*****] may allow [*****].

"Transaction" means the provision of a single (i) [*****] Transaction, (ii) [*****] Transaction, or (iii) [*****] Transaction as further described below;

(a) "Map Transaction" means a [*****], (i) [*****] and (ii) up [*****]. [*****] Transactions may be included with [*****], in which case an increased [*****] Fee applies as set forth in Exhibit A ("[*****] Transactions").

(b) "Route Transaction" means a [*****] Transaction plus the provision of [*****] in connection with a [*****]. [*****] Transactions shall consist of a [*****] Transactions of the same duration plus the provision of [*****] for a single Identified Asset. [*****] Transactions may be included with Monthly Subscriptions for Route Transactions, in which case an increased Monthly Subscription Fee applies as set forth in Exhibit A ("[*****] Transactions").

(c) "Route Guidance Transaction" means any one or more of [*****], delivered via one or more communications to the End-User. As used in the preceding sentence, "[*****]" means [*****], and up to [*****].

(d) "Geofencing Transaction" means [*****].

"Vector Data" means Data represented in any form other than a [*****].

[*****] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

EXHIBIT C

END-USER TERMS

The data ("Data") is provided for your personal, internal use only and not for resale. It is protected by copyright, and is subject to the following terms and conditions which are agreed to by you, on the one hand, and [CLIENT] ("[CLIENT]") and its licensors (including their licensors and suppliers) on the other hand.

© 200X NAVTEQ [Insert any applicable copyright notices as required for the country-specific Data being used]. All rights reserved.

The Data for areas of Canada includes information taken with permission from Canadian authorities, including: © Her Majesty the Queen in Right of Canada, © Queen's Printer for Ontario, © Canada Post Corporation, GeoBase ®.

NAVTEQ holds a non-exclusive license from the United States Postal Service® to publish and sell ZIP+4® information.

^© United States Postal Service® 200X. Prices are not established, controlled or approved by the United States Postal Service®. The following trademarks and registrations are owned by the USPS: United States Postal Service, USPS, and ZIP+4.

Terms and Conditions

Personal Use Only. You agree to use this Data together with [insert name of CLIENT's authorized Application] for the solely personal, non-commercial purposes for which you were licensed, and not for service bureau, time-sharing or other similar purposes. Accordingly, but subject to the restrictions set forth in the following paragraphs, you may copy this Data only as necessary for your personal use to (i) view it, and (ii) save it, provided that you do not remove any copyright notices that appear and do not modify the Data in any way. You agree not to otherwise reproduce, copy, modify, decompile, disassemble or reverse engineer any portion of this Data, and may not transfer or distribute it in any form, for any purpose, except to the extent permitted by mandatory laws.

Restrictions. Except where you have been specifically licensed to do so by [CLIENT], and without limiting the preceding paragraph, you may not (a) use this Data with any products, systems, or applications installed or otherwise connected to or in communication with vehicles, capable of vehicle navigation, positioning, dispatch, real time route guidance, fleet management or similar applications; or (b) with or in communication with any positioning devices or any mobile or wireless-connected electronic or computer devices, including without limitation cellular phones, palmtop and handheld computers, pagers, and personal digital assistants or PDAs.

Warning. The Data may contain inaccurate or incomplete information due to the passage of time, changing circumstances, sources used and the nature of collecting comprehensive geographic data, any of which may lead to incorrect results.

No Warranty. This Data is provided to you "as is," and you agree to use it at your own risk. [CLIENT] and its licensors (and their licensors and suppliers) make no guarantees, representations or warranties of any kind, express or implied, arising by law or otherwise, including but not limited to, content, quality, accuracy, completeness, effectiveness, reliability, fitness for a particular purpose, usefulness, use or results to be obtained from this Data, or that the Data or server will be uninterrupted or error-free.

Disclaimer of Warranty: [CLIENT] AND ITS LICENSORS (INCLUDING THEIR LICENSORS AND SUPPLIERS) DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED, OF QUALITY, PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. Some States, Territories and Countries do not allow certain warranty exclusions, so to that extent the above exclusion may not apply to you.

Disclaimer of Liability: [CLIENT] AND ITS LICENSORS (INCLUDING THEIR LICENSORS AND SUPPLIERS) SHALL NOT BE LIABLE TO YOU: IN RESPECT OF ANY CLAIM, DEMAND OR ACTION, IRRESPECTIVE OF THE NATURE OF THE CAUSE OF THE CLAIM, DEMAND OR ACTION ALLEGING ANY LOSS, INJURY OR DAMAGES, DIRECT OR INDIRECT, WHICH MAY RESULT FROM THE USE OR POSSESSION OF THE INFORMATION; OR FOR ANY LOSS OF PROFIT, REVENUE, CONTRACTS OR SAVINGS, OR ANY OTHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF YOUR USE OF OR INABILITY TO USE THIS INFORMATION, ANY DEFECT IN THE INFORMATION, OR THE BREACH OF THESE TERMS OR CONDITIONS, WHETHER IN AN ACTION IN CONTRACT OR TORT OR BASED ON A WARRANTY, EVEN IF [CLIENT] OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some States, Territories and Countries do not allow certain liability exclusions or damages limitations, so to that extent the above may not apply to you.

Export Control. You agree not to export from anywhere any part of the Data provided to you or any direct product thereof except in compliance with, and with all licenses and approvals required under, applicable export laws, rules and regulations.

Entire Agreement. These terms and conditions constitute the entire agreement between [CLIENT] (and its licensors, including their licensors and suppliers) and you pertaining to the subject matter hereof, and supersedes in their entirety any and all written or oral agreements previously existing between us with respect to such subject matter.

Governing Law. The above terms and conditions shall be governed by the laws of the State of Illinois [insert "Netherlands" where European NAVTEQ Data is used], without giving effect to (i) its conflict of laws provisions, or (ii) the United Nations Convention for Contracts for the International Sale of Goods, which is explicitly excluded. You agree to submit to the jurisdiction of the State of Illinois [insert "The Netherlands" where European NAVTEQ Data is used] for any and all disputes, claims and actions arising from or in connection with the Data provided to you hereunder.

Government End Users. If the Data is being acquired by or on behalf of the United States government or any other entity seeking or applying rights similar to those customarily claimed by the United States government, this Data is a "commercial item" as that term is defined at 48 C.F.R. ("FAR") 2.101, is licensed in accordance with these End-User Terms, and each copy of Data delivered or otherwise furnished shall be marked and embedded as appropriate with the following "Notice of Use," and shall be treated in accordance with such Notice:

If the Contracting Officer, federal government agency, or any federal official refuses to use the legend provided herein, the Contracting Officer, federal government agency, or any federal official must notify NAVTEQ prior to seeking additional or alternative rights in the Data.

EXHIBIT D

CLASSIFICATION OF DATA ATTRIBUTES (v.01.01.06)

[*****] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

[*****] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

[*****] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

EXHIBIT E

ADDITIONAL CONTENT

The Data shall include the following Additional Content, which Additional Content shall be subject to the terms and conditions and pricing as provided in a schedule attached hereto (each an "Additional Content Schedule") for each applicable category of Additional Content as follows. Check applicable Additional Content or check here if no Additional Content is applicable:

Certain Additional Content may not be completed and/or may not be produced within the TL Term or ever, and will only be available hereunder upon general release by NT following completion. Additional Content may not be available for all countries or areas. NT reserves the right to remove Additional Content upon reasonable notice to Client.

Additional Content is not available on a standalone basis and may be licensed and used in conjunction with Standard Data only.

ADDITIONAL CONTENT SCHEDULE

[*****] DATA

"Phonetic Data" means data for the Territory made by or for, and generally released by, NT, providing [*****].

Table 1 ó LICENSE FEES [*****]

[*****] Territory

[*****] Data license fees above for [*****] above are applied on a [*****] basis.

[*****] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.