CONFIDENTIAL
BASIC LISTING RESELLER AGREEMENT
This BASIC LISTING RESELLER AGREEMENT (the "Agreement") is effective as of
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the 1st day of September, 2003 (the "Effective Date"), and is entered into by
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and between UDS Directory Corp., d/b/a go2 Directory Systems ("go2"), a
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California corporation, whose address is ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and Telco Billing, Inc. a wholly owned subsidiary of
▇▇.▇▇▇, Inc. ("TBI"), both Nevada corporations, whose address is 806 ▇. ▇▇▇▇▇▇▇▇
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#115-250, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇. go2 and TBI are referred to herein
collectively as the "Parties".
RECITALS
WHEREAS, go2 provides proprietary and patented information gathering, entry
and updating interfaces, storage, organization, distribution and publication
services for the advertisers in go2's mobile and online yellow pages, including
various basic and premium listing products and other information distribution
services (collectively referred to herein as the "go2 Directory Services");
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WHEREAS, TBI provides online yellow page directory services accessible
through the internet ("TBI Service") and sells certain directory listing
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products and services to its customers ("TBI Customers");
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WHEREAS, go2 and TBI have come together to develop a beneficial
relationship through which TBI desires to bundle go2's Basic Listing product
with TBI's other listing products so that TBI customers will have the benefits
of go2's Basic Listing product.
NOW, THEREFORE, and in consideration of the mutual promises,
representations and warranties contained in this Agreement, the parties agree as
follows:
1. DEFINITIONS
The following definitions apply throughout this Agreement, including any
Exhibits:
1.1 "BASIC LISTINGS" means the basic listings and fields of
information provided and delivered by go2 to go2 users in go2's online and
mobile yellow page directory as indicated in Exhibit "A" attached hereto;
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provided, however, that such information may be expanded from time to time by
go2 at its sole discretion.
1.2 "BASIC LISTING PROMINENCE" means the placement, size, color and/or
design for Basic Listings in go2's online and mobile yellow page directory as
determined by go2 from time to time in its discretion. The current Basic
Listing Prominence is indicated in Exhibit"A" attached hereto, but such
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prominence may be modified from time to time as go2 modifies the look and feel
of its online or wireless website as long as such prominence clearly,
conspicuously and prominently distinguishes the Basic Listings from the free or
Standard Listings included in go2's online and mobile yellow page directory.
Upon each such modification that adds additional categories of premium listings
that are placed in sections above the Standard and
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Basic Listings section, TBI shall have the option to cancel this Agreement by
providing written notice to go2 within twenty (20) days of the notification of
such change or planned change. There shall be no page break(s) between sections.
1.3 "GO2 BRAND MARKS" means the trademarks, service marks, domain
names, logos and other distinctive brand marks of the go2 brand that are used in
or relate to the go2 Directory Services.
1.4 "GO2 DIRECTORY SERVICES" is defined in the Recitals of this
Agreement.
1.5 "LOCATION INFORMATION" means the basic location information
provided by TBI to go2 to be included in the Basic Listings, provided such
information falls within the fields of information set forth in Exhibit"B" and
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also complies with the technical parameters provided by go2 from time to time.
1.6 "TBI CUSTOMER" is defined in the Recitals of this Agreement.
1.7 "TBI BRAND MARKS" means the trademarks, service marks, logos and
other distinctive brand marks of TBI or its Affiliates that are used in or
relate to TBI's business.
1.8 "TBI SERVICES" is defined in the Recitals of this Agreement.
1.9 "LAUNCH DATE" means the date that go2 commences the display of
the Basic Listings of TBI customers in go2's online and mobile yellow pages.
1.10 "USER" means any individual who uses the go2 Directory
Services.
2. SALE OF BASIC LISTINGS
2.1 SALE OF BASIC LISTINGS. go2 agrees to sell the Basic Listings to
TBI, and TBI agrees to purchase the Basic Listings for bundling and resale to
all of TBI Customers Such Basic Listings shall be included in go2's mobile and
online yellow page directory and other go2 Directory Services, and go2 agrees to
include and display such Basic Listings pursuant to the terms hereof. go2
agrees to receive and update, and TBI agrees to send and update, the Basic
Listings on a monthly basis in accordance with a batch feed process that is
mutually agreeable to the Parties. go2 will include all of the Location
Information in go2's database which is made available through go2's APIs to
various other directory and similar applications and distribution partners of
go2, including wireless carriers, voice applications, online directories,
navigation information providers, 411 directories, etc.
2.2 IMPLEMENTATION FEES. TBI agrees to pay go2 an implementation fee
of Twenty Thousand Dollars ($20,000) (the "Implementation Fee") upon the signing
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of this Agreement. For this fee, go2 shall create and maintain a conversion
table which shall be used to convert all of TBI's Customer data into a format
compatible with the go2 system and matching category headings. Go2 shall provide
TBI with the category mappings for these conversions.
2.3 BASIC LISTING FEES. TBI agrees to pay go2 the basic listing fee
(the "Basic Listing Fee") set forth on Exhibit"C" attached hereto for all of
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TBI's paid listings for Basic
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Listing placement. The Basic Listing Fee shall be incurred monthly based on the
highest number of Basic Listings provided by go2 to TBI during each calendar
month. Such fees shall be payable in advance for a period of three (3) months
(the "Estimated Payment Period") based on an estimate of the total Basic Listing
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Fees payable for the Estimated Payment Period. go2 shall provide TBI with a
monthly statement of the Basic Listing Fees payable for the month, which shall
coincide with the number of Basic Listings provided by go2 for TBI's listings,
and TBI shall pay any Basic Listing Fees in excess of the unearned advance
payment within 15 days of the end of the month in which such excess Basic
Listing Fees are incurred. In the event that the Basic Listing Fees for the
Estimated Payment Period are less than the advance payment, the excess shall be
applied to reduce the advance payment for the next three (3) month Estimated
Payment Period.
2.4. INITIAL ADVANCE PAYMENT. Upon signing of this Agreement, TBI
agrees to pay go2 the advance for the initial Estimated Payment Period equal to
Forty Five Thousand Dollars ($45,000) (the "Advance Payment").
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2.5 GO2'S DIRECTORY SERVICE METRICS. On a quarterly basis, go2 will
provide TBI with designated general metrics of go2 Directory Services, including
number of total page views, unique users, top category searches and such other
metrics that go2 may determine to measure, track and disclose. TBI and go2 shall
agree upon the nature of the disclosures of this information to TBI Customers.
2.6 CUSTOMER SERVICE. All standard customer relationship and
interaction services for Basic Listings will be provided by TBI. Updates,
additions and other modifications of the Location Information shall be provided
by TBI to go2 in accordance with the batch feed process on a monthly basis.
2.7 COLLATERAL MATERIALS. Both parties shall have the right to review
and approve any marketing materials, press releases, emails, and other
communications and advertising that refer to the other party's Directory
Services, distributors or distribution, wireless carrier or other partners, or
the Basic or other Listings on Directory Services at any time. Upon request, the
other party shall provide copies of any collateral materials that refer to the
requesting party's or their parent's, Directory Services or the Basic or other
Listings in advance of printing and circulation of such materials, and the
requesting party agrees to promptly review and comment on the proposed
collateral materials. Notwithstanding the foregoing, the parties may agree in
writing to certain guidelines for the inclusion of such information, and
marketing materials, press releases, emails and other communications that meet
such guidelines do not need to be approved in advance, provided, however, either
party may revoke their approval of such guidelines at any time.
2.8 MARKETING STATEMENTS. Neither party shall make any false or
misleading representations concerning the other or their Directory Services,
distributors or distribution, wireless carrier or other partners, or the Basic
or other Listings, or make any representations concerning the other's Directory
Services' specifications, features, carriers and distribution partners,
capabilities and applicable warranties which are not consistent with those
statements approved by or delivered by such party to the other hereunder or in
other published information, or undertake any acts injurious to the business or
goodwill of the other party.
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2.9 PRESS RELEASE. The Parties agree to each issue a mutually
agreeable press release within fifteen (15) days of the Launch
Date or as otherwise mutually agreed.
2.10 LAUNCH DATE. The Launch Date shall be at a date mutually
determined by both parties to coordinate with their public
relations efforts and IT Department work load, but in no case
more than 120 days after the signing of this agreement.
3. GO2 PREMIUM LISTINGS
The Parties agree to enter into good faith discussions and negotiations
regarding the resale of go2 Premium Listings by TBI as an upsell to TBI
Customers. Such go2 Premium Listings will provide TBI customers with the
ability to include much more detailed information regarding their locations
(including pictures and graphics) as go2 determines and offers from time to
time. The current data fields supported by go2's Premium Listings are set forth
in Exhibit"D" hereof, which may be modified from time to time by go2. In
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addition, TBI customers who purchase go2 Premium Listings shall have access to
go2's online tools and systems for such customers to add, delete, or modify
information included in the go2 Premium Listing. The terms and specific
requirements regarding reselling activities and order processing will be set
forth in a different definitive agreement or an acceptable written amendment to
this Agreement.
4. TERM
4.1 TERM. The term of this Agreement shall commence on the Effective
Date and shall continue for three (3) years following the Launch Date ("Initial
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Term"); At the end of the Initial Term, this agreement shall renew for
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successive one year terms unless otherwise terminated by either party by
providing written notice to the other party at least sixty (60) days prior to
then end of such term. Collectively, the Initial Term and any Renewal Term is
referred to herein as the "Term".
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4.2 TERMINATION.
4.2.1 Notwithstanding the foregoing, if either party breaches or defaults
on any of the provisions of this Agreement, and such breach is not cured within
thirty (30) days after the breaching party receives written notice, then in
addition to all other rights and remedies of law or equity or otherwise, the
injured party shall have the right to terminate this Agreement without any
obligation or liability, at any time thereafter. Failure to terminate this
Agreement following a breach which continues longer than such thirty (30) day
period shall not constitute a waiver, at any time thereafter, of the
non-breaching party's rights under this section provided such breach has not
been cured. Except as explicitly set forth elsewhere in this Agreement, the
foregoing rights in this Sections 4.2.1 will be in addition to any other legal
or equitable remedies that the terminating Party may have.
4.2.2 EFFECT OF TERMINATION. Upon expiration or termination of this
Agreement, (i) TBI shall cease all marketing and promoting of the Basic Listings
and discontinue all use,
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CONFIDENTIAL
directly or indirectly, of the go2 Brand Marks, references to any go2 Directory
Services, go2's distribution, wireless carrier or other partners, or go2 Basic
Listings, or of any word, title expression, trademark, design, or marking that,
in the opinion of go2, is confusingly similar to the go2 Brand Marks, (ii) TBI
will immediately return to go2 all copies of the Confidential Information of go2
in the custody of TBI, and any go2 data, equipment, materials or other property
that TBI has been provided during the term of this Agreement, (iii) go2 will
immediately return to TBI all copies of the Confidential Information of TBI in
the custody of go2, and any TBI data, equipment, materials or other property
that go2 has been provided during the term of this Agreement, and (iv) all
licenses from one party to the other party will immediately terminate.
Notwithstanding anything in this Agreement to the contrary, the termination or
expiration of this Agreement shall not relieve either Party of its obligations
to the other incurred before the effective date of termination or expiration.
Any payments that may have been paid in advanced and remain unused shall be
returned to TBI in full including on a prorated basis for any partially used
month.
5 INDEPENDENT CONTRACTORS / PERSONNEL
5.1 COMPLIANCE WITH LAWS. Both parties shall comply with all applicable
federal, state, county and local laws, orders, rules, ordinances, regulations,
and codes including, but not limited to, each party's obligations as an employer
regarding the health, safety and payment of its employees. Both parties'
compliance shall also include identifying and procuring the required permits,
certificates, approvals, and inspections required for performance under this
Agreement.
5.2 INDEPENDENT CONTRACTORS. Each party, its subcontractors,
employees, agents or other parties utilized by the party to perform the Services
set forth in this Agreement are independent contractors for all purposes and at
all times. Each party has the responsibility for, and control over, the means
and details of performing its portion of the Services.
5.3 PERSONNEL. Neither party will incur any responsibility or
obligation to the other party's personnel. Each party's personnel will, at all
times, remain employees, agents or subcontractors (whichever is applicable) of
its respective employer.
5.4 REPRESENTATIVES. Each party will designate a representative(s) who
shall serve as that party's point of contact with the other party for purposes
of supervising and managing performance of the respective parties' obligations
under this Agreement.
5.5 NOTICE OF MAJOR TRANSACTION. During the term of this agreement,
TBI shall be notified if go2 is seeking any agreement for the acquisition or
sale of their assets, technologies or capital stock of go2. For a period of at
least ten (10) days, go2 shall negotiate in good faith with TBI regarding any
such transaction, and TBI shall have an opportunity to participate in any
bidding or sale process with any other potential buyer; provided, however, that
after such period go2 and its shareholders shall not otherwise be limited in
their ability to sell the assets, technologies or stock of go2.
6. PROPRIETARY INFORMATION - GENERAL
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CONFIDENTIAL
6.1 PROPRIETARY AND CONFIDENTIAL INFORMATION: DEFINED. It may be
necessary for the parties, each as the "Discloser," to provide to the other
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party, as "Recipient," certain proprietary and confidential information
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(including trade secret information), including but not limited to information
relating to the terms of this Agreement, reports under this Agreement,
technical, financial, marketing, marketing pieces and methods, staffing and
business plans and information, strategic information, and any other information
of a secret, confidential, or proprietary nature relating to a Party's business
including but not limited to any such information generated in the performance
of work under this Agreement (collectively the Discloser's "Confidential
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Information").
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6.2 USE & PROTECTION OF INFORMATION. Recipient shall use the
Confidential Information solely for the purpose(s) of performing this Agreement
and not for their own or other's benefit, and Recipient shall protect
Information from any use, distribution or disclosure except as permitted
hereunder. Recipient will use the same standard of care to protect Confidential
Information as Recipient uses to protect its own similar confidential and
proprietary information, but not less than a reasonable standard of care. TBI's
(or its parent's) Service, Customers, marketing methods, results etc. shall not
be disclosed to or used for the benefit of any other entity than TBI, and shall
remain the exclusive property of TBI
6.3 OWNERSHIP, COPYING & RETURN OF INFORMATION. Confidential
Information remains at all times the property of Discloser and no license or
other rights in the Confidential Information is granted hereby, except as
provided for in this Agreement. Recipient may make tangible or electronic
copies, notes, summaries or extracts of Confidential Information only as
necessary for use as authorized herein. All such tangible or electronic copies,
notes, summaries or extracts must be marked with the same confidential and
proprietary notice as appears on the original. Upon Discloser's request, all or
any requested portion of the Confidential Information (including, but not
limited to, tangible and electronic copies, notes, summaries or extracts of any
Confidential Information) will be promptly returned to Discloser or destroyed,
and Recipient will provide Discloser with written certification stating that
such Confidential Information has been returned or destroyed.
6.4 EXCEPTIONS. The restrictions in Section 6.2 shall not apply to
any Confidential Information that the Recipient can prove: (i) was in the public
domain at the time it was disclosed or has entered the public domain through no
fault of the Recipient; (ii) was known to the Recipient, without restriction, at
the time of disclosure; (iii) is disclosed with the prior written approval of
the Discloser; (iv) is entirely independently developed by the Recipient without
any use of the Confidential Information; or (v) is disclosed pursuant to the
order or requirement of a court, administrative agency, or other governmental
body; except marketing methods; provided, however, that the Recipient shall
provide prompt notice thereof to the Discloser to enable the Discloser to seek a
protective order or otherwise prevent or restrict such disclosure.
6.5 EQUITABLE RELIEF. Recipient acknowledges and agrees that any
breach or threatened breach of this Agreement is likely to cause Discloser
irreparable harm for which money damages may not be an appropriate or sufficient
remedy. Recipient therefore agrees that Discloser or its Affiliates, as the
case may be, are entitled to seek, wherever it deems appropriate, injunctive or
other equitable relief to remedy or prevent any breach or threatened breach of
this
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Agreement. Such remedy is not the exclusive remedy for any breach or threatened
breach of this Agreement, but is in addition to all other rights and remedies
available at law or in equity.
6.6 SURVIVAL OF CONFIDENTIALITY OBLIGATIONS. The parties' rights and
obligations under this Section 6 shall survive and continue in effect until
three (3) years after the expiration or termination date of this Agreement with
regard to all Information exchanged during the term of this Agreement.
Thereafter, the parties' rights and obligations hereunder survive and continue
in effect with respect to any Confidential Information that is a trade secret
under applicable law.
7. GRANT OF LICENSES
7.1 GO2 BRAND MARKS. go2 grants TBI a limited, non-exclusive,
non-transferable (except in accordance with an assignment of TBI's rights under
this Agreement pursuant to Section 12.1), (with no right to sub-license) license
to use, reproduce, display, and transmit go2 Brand Marks solely in connection
with the marketing and promotion of the Basic Listings on go2 Directory
Services. TBI shall comply with any reasonable usage guidelines that may be
provided by go2 from time to time.
7.2 TBI BRAND MARKS. TBI grants go2 a limited, non-exclusive,
non-transferable (except in accordance with an assignment of go2's rights under
this Agreement pursuant to Section 12.1), (with no right to sub-license),
license to use, reproduce, display, and transmit TBI Brand Marks solely in
connection with the marketing, promotion and display of the Basic Listings. go2
shall comply with any reasonable usage guidelines that may be provided by TBI
from time to time.
8. REPRESENTATIONS AND WARRANTIES
Each party makes the following representations and warranties:
8.1 DUE INCORPORATION OR FORMATION; AUTHORIZATION OF AGREEMENTS. The
party is a corporation duly organized, validly existing and in good standing
under the laws of the jurisdiction of its organization. The party has the full
power and authority to execute and deliver this Agreement and to perform its
obligations under this Agreement. The performance provided under this Agreement
by the Parties, their respective officers, directors, licensees, subcontractors,
employees, and agents under this Agreement, including but not limited use of
fax, telephone or email are in compliance with applicable state and federal law.
8.2 NO CONFLICT; NO DEFAULT. Neither the execution, delivery and
performance of this Agreement nor the consummation by the party of the
transactions contemplated in this Agreement will conflict with, violate or
result in a breach of (a) any law, regulation, order, writ, injunction, decree,
determination or award of any governmental authority or any arbitrator
applicable to such party, and, if applicable, (b) any of the terms, conditions
or provisions of the certificate of limited partnership or articles of
incorporation or bylaws (or other governing documents) of such party, or (c) any
material agreement, including, without limitation, distribution, agency,
marketing, referral or other types of agreements with other wireless
telecommunication service or product providers, or (d) any instrument to which
such party is or may be bound or to which any of its material properties or
assets are subject.
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8.3 AGENCY. TBI represents that it has full authority to offer the go2
Basic Listings and to provide go2 with the Location Information from TBI
customers which will be provided with the go2 Basic Listing with other TBI
products.
9. DISCLAIMERS
EXCEPT AS EXPRESSLY WARRANTED IN THIS AGREEMENT, EACH PARTY EXPRESSLY
DISCLAIMS ANY WARRANTIES (EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT
LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, NON-INFRINGEMENT AND COURSE OF DEALING OR COURSE OF PERFORMANCE) ,
GUARANTIES, REPRESENTATIONS, PROMISES, STATEMENTS, ESTIMATES, CONDITIONS OR
OTHER INDUCEMENTS, ORAL, WRITTEN OR OTHERWISE.
10. LIMITATION OF LIABILITY
NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY USE OF THE LOCATION
INFORMATION IN THE GO2 DIRECTORY SERVICES, FOR ANY INTERRUPTION OF ANY GO2
DIRECTORY SERVICES, LOSS OF BUSINESS, REVENUE, PROFITS, LOSS OF DATA,
INTERRUPTION OF BUSINESS, OR FOR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR
CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES, FOR CLAIMS UNDER THIS AGREEMENT, ARISING OUT OF
THE TERMS AND CONDITIONS OF SALE AND/OR SALE OR USE OF THE SERVICES, BASED IN
CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, IRRESPECTIVE OF THE NUMBER OR
NATURE OF CLAIMS.
11. NOTICE
Communications relating to this Agreement must be communicated by certified
mail, return receipt requested, telex, facsimile or overnight mail to the
following addresses or as may be later designated by written notice of the other
party:
TBI, INC:
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: President
With a copy to:
Law Offices of ▇▇▇▇▇ & ▇▇▇▇▇, LLP
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▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇.
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▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇
GO2:
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go2 Directory Systems
▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: General Counsel
12. GENERAL
12.1 ASSIGNMENT. Neither Party may assign this Agreement without the
prior written consent of the other Party, which shall not be unreasonably
withheld or delayed. Notwithstanding, either Party may assign this entire
Agreement without the other Party's consent to a successor entity if such
successor receives substantially all of assignor's assets by merger,
consolidation, or purchase. This Agreement shall bind and inure to the benefit
of the Parties hereto and their respective permitted successors and assigns.
Nothing contained in this Agreement, including without limitation any covenants
or agreements, is intended to confer on any third person any benefits, rights,
or remedies.
12.2 GOVERNING LAW. This Agreement shall be governed by and
interpreted under the laws of the State of California, without giving effect to
any choice of law or conflict of law provision or rule (whether of the State of
California or any other jurisdiction) that would cause the application of the
laws of any jurisdiction other than the State of California.
12.3 LAWS AND REGULATIONS. Each party will comply with all local,
municipal, state, federal and governmental laws, orders, codes and regulations
in the performance of this Agreement.
12.4 PERMITS AND LICENSES. Each party will obtain and keep current at
its expense all governmental permits, certificates and licenses (including
professional licenses, if applicable) necessary for its performance of the
Services.
12.5 WAIVER. The failure of either Party to enforce any provision of
this Agreement shall not be construed to be a waiver of such a provision or the
right of such Party thereafter to enforce such provision or any other provision
of this Agreement. The waiver of a breach of any term or condition of this
Agreement will not constitute the waiver of any other breach of the same or any
other term.
12.6 SEVERABILITY. The illegality, invalidity, or unenforceability of
any part of this Agreement shall not affect the legality, validity, or
enforceability of the remainder of it. If any part of the Agreement shall be
found to be illegal, invalid, or unenforceable, this Agreement shall be given
such meaning as would make this Agreement legal, valid, and enforceable in order
to give effect to the intent of the parties.
12.7 SURVIVAL. Numbered provisions, 4, 5, 6, 8, 9, 10, 11, 12 and 13
will survive the expiration or termination of this Agreement, in addition to any
other provisions that by their content are intended to survive the performance,
termination or cancellation of this Agreement.
12.8 PUBLICITY. Neither of the parties hereto shall make any public
announcement or disclosure respecting the transaction without the consent of the
other party except such
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disclosure or announcement as may be required by applicable state or federal
laws, rules or regulations, in which case the party so required to make an
announcement or disclosure shall promptly notify the other party and discuss
with the other party in good faith the precise wording of such announcement or
disclosure. Both parties agree to use their best efforts to confidentially
treat any document filed with any governmental agency, including the Securities
and Exchange Commission, and/or to keep confidential the price, terms and
conditions of the terms hereof to the fullest extent possible.
12.9 HEADINGS; CONSTRUCTION. The headings of the various articles and
sections in this Agreement are for convenience and reference only, and are not
intended to be a part of, or to affect the meaning or interpretation of, this
Agreement. Whenever the context requires, the words denoting the singular
number may include the plural number, words denoting the plural number may
include the singular number, and words denoting one gender will include any
other gender.
12.10 FORCE MAJEURE. If either Party is prevented from performing, or
is unable to perform, any of its obligations under this Agreement due to any
cause beyond the reasonable control of the Party invoking this provision, the
affected Party's performance will be excused and the time for performance will
be extended for the period of delay or inability to perform due to such
occurrence.
12.11 COUNTERPARTS/FACSIMILE. The Parties agree that this Agreement
may be executed in counterparts and that a Party's facsimile signature will be
deemed binding acceptance of this Agreement, and any subsequent written
documents, by such party.
13. ENTIRE AGREEMENT
This Agreement, together with the exhibits hereto, sets forth the entire
and final understanding of the parties as to the subject matter hereof and
supersedes all prior or contemporaneous Agreements, discussions, and
correspondence pertaining to the subject matter hereof. Any preprinted terms
and conditions on any order, invoice, statement, etc. Issued in connection with
any schedule(s) hereunder by either party will be of no force and effect. This
Agreement may not be amended or modified except by written document signed by
duly authorized representatives of both parties. In the event of an
inconsistency between the terms of this Agreement and those of any other oral or
written Agreement between the parties, the provisions of this Agreement shall
control.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
and do each hereby warrant and represent that their respective signatory whose
signature appears below has been and is on the Effective Date duly authorized by
all necessary and appropriate corporate action to execute this Agreement.
UDS DIRECTORY CORP., D/B/A TELCO BILLING, INC.
GO2 DIRECTORY SYSTEMS
/s/ ▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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By: ▇▇▇ ▇▇▇▇▇▇▇, CEO By: ▇▇▇▇▇▇ ▇▇▇▇▇, President
Date: 8/26/03 Date: 8/25/03
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EXHIBIT A
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PROMINENCE OF BASIC LISTINGS IN
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GO2'S ONLINE AND MOBILE DIRECTORY SERVICE
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[SEE BOXES HIGHLIGHTED IN RED]
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[GRAPHIC OMITED]
[GRAPHIC OMITED]
Listing will include a link to a website address via a "Web Link" Icon or linked
text such as the listed company's name.
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[GRAPHIC OMITED]
[GRAPHIC OMITED]
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EXHIBIT B
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FIELDS OF LOCATION INFORMATION
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Business Name
Street Address
City, State, Zip Code
Phone Number
Web Site Address
Email Address
One Business Category
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EXHIBIT C
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BASIC LISTING PRICING
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First Year:
No. of Locations:
Less than 100,000 $.30 per month per listing
More than 100,000 but less than 200,000 $.175 per month per listing
More than 200,000 but less than 300,000 $.07 per month per listing
300,000 or more $.05 per month per listing
Example: The total fee for 301,000 listings would be $15,050.00 per month.
Subsequent Years:
The Basic Listing Prices for any years after the initial year shall be
subject to a percentage increase over the prior years' Basic Listing Prices
determined as follows:
% increase = (total page views in June, July, August of current year) /
(total page views in June, July, August of the prior year)
For example, if the total go2 page views for June, July and August, 2004,
are 36,000,000, and the total go2 page views for June, July and August of 2003
are 30,000,000, then the percentage increase would be 20%, and the Basic Listing
Price for more than 300,000 listings increase to $.066 at the beginning of the
next annual term.
Notwithstanding the forgoing, in the second year of this Agreement the
Basic Listing Prices shall not be greater 150% of the First Year Basic Listing
Prices and in the third year of this Agreement the Basic Listing Prices shall
not be greater than 100% of the First Year Basic Listing Prices.
15
CONFIDENTIAL
EXHIBIT D
---------
PREMIUM LISTING FIELDS
------------------------
DIRECTORY FIELDS: EXAMPLES
--------------------------------------------- ------------------------------------------
BASIC REGISTRATION INFORMATION:
-------------------------------
Business Name Joe's Pizza
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇
▇▇▇▇, ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Country (USA only) USA
Main Telephone Number 508.434.9949
Business Category 1 Restaurant
ENHANCED REGISTRATION INFORMATION:
----------------------------------
Display Telephone Number 800-JOPIZZA
Email Address ▇▇▇@▇▇▇▇▇▇▇.▇▇▇
WebSite URL ▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇
Fax Number 508.434.9972
Normal Hours of Operation Monday CLOSED
Tuesday 11:00am to 10:00pm
Wednesday 11:00am to 10:00pm
Thursday 11:00am to 10:00pm
Friday 11:00am to 12:00am
Saturday OPEN 24 HOURS
Sunday 12:01am to 9:00pm
Special/Holiday Hours Closing at Noon on Christmas Eve.; Closed
on Christmas Day
Payment Options Choose From Following (all that apply)
Company Checks
Personal Checks
Cash
Diners Club
Money Orders
Debit Card
ATM
Foodstamps
American Express
Mastercard
Discover
Visa
Cashiers Checks
16
Government Issued Card
Cash Not Accepted
Business Tagline/Slogan Joes Knows Pizza
Up to Two Additional Business Categories
Business Category 2 Pizza
Business Category 3 Italian Food
Keywords (pipe delimited list) Restaurants|Fast Food|Breakfast|Lunch
Brands (pipe delimited list) ▇▇▇▇ Poupon|Heinz|Coke
Up to Two Additional Phone Numbers and Types
Additional Phone Number Description 1 After Hours Emergency
Additional Phone Number 1 ▇▇▇.▇▇▇.▇▇▇▇
Additional Phone Number Description 2 For Customer Complaints
Additional Phone Number 2 508.233.4484
Establishment Date: 03/06/2002
Promotional Message Sunday Nights: Free Breadsticks with
Every Pizza
DIRECTORY FIELDS: EXAMPLES
--------------------------------------------- ------------------------------------------
IMAGES AND GRAPHICS:
--------------------
Logo
JPG, GIF (15k max size; 100 X 75 Pixels) Business Logo
Up to 3 Image Files
JPG, GIF (25k max size; 200 X 200 Pixels)
Can Include Animated GIFs
Picture 1 Photo of Premises
Picture 2 Menu or other Graphic
Picture 3 Other Picture
NAVIGATION INFORMATION:
-----------------------
Nearest Major Cross Street 1 Jamboree
Nearest Major Cross Street 2 ▇▇▇ ▇▇▇▇▇▇
17
CONFIDENTIAL
Alternate Directory Address Section A; 2th Floor, Store 32
Alternate Directory Entrance Next to Sears
Special Directions We're south of the 10 off the North Angeles
Trafficway exit. Turn into Big H Center at
▇▇▇▇▇▇▇▇▇▇▇▇ signal.
Park by Staples and walk to food court along
courtyard on the North Side Staples.
During Traffic, Enter Big H Center off
Westerly and head toward the Savon.
18
