Assignment Agreement

ASSIGNMENT AGREEMENT

THIS ASSIGNMENT AGREEMENT is made and entered into as of the 30 day of December, 1998, by and among Pacific Bell Communications (“Assignor”), a California corporation: Southwestern Bell Communications Services, Inc., (“Assignee”), a Delaware corporation; and Pacific Bell, a California Corporation.

WITNESSETH

WHEREAS, Assignor and Pacific Bell have heretofore entered into Master Intellectual Property License Agreement dated December 16, 1995 (the “Agreement”), pursuant to which Pacific Bell agreed to provide to Assignor and Assignor agreed to pay for certain Intellectual Properties provided by Pacific Bell in accordance with Sharing/Licensing Schedules executed by Pacific Bell and Assignor from time to time and thereafter as of the date hereof; and

WHEREAS, Assignor wants to assign the Agreement (including all Schedules heretofore executed with Pacific Bell) and all rights and obligations arising thereunder to Assignee, effective as of the date hereof; and

WHEREAS, Pacific Bell is willing to grant its consent to such an assignment subject to the execution of this Agreement by parties hereto.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and promises hereinafter set forth, the parties hereto agree to follows:

CLAUSE 1. ASSIGNMENT OF AGREEMENT

Assignor hereby assigns to Assignee, effective as the date hereof, all of its right, title and interest in and to the Agreement, a copy of which, as amended, is attached hereto as Exhibit A and by this reference made a part hereof, and all Schedules which have been executed pursuant thereto, a listing of which is attached hereto as Exhibit B and by this reference made a part hereof. Assignee hereby accepts said assignment and agrees to be bound by and subject to all terms and conditions contained in the Agreement, as amended, and all Schedules listed on Exhibit B as if an original signatory to each.

CLAUSE 2. CONSENT OF PACIFIC BELL

Pacific Bell consents to the foregoing assignment and acknowledges Assignee’s right to receive the benefits which would otherwise accrue to Assignor under the Agreement and the Schedules listed on Exhibit B subject to its performance of Assignor’s obligations thereunder.

CLAUSE 3. CONTINUING LIABILITY OF ASSIGNOR

Nothing contained herein will be construed as a waiver of or an estoppel with respect to any right Pacific Bell may now have by reason of the past performance or failure to perform of Assignor, nor will the execution hereof serve to release Assignor from any liability or responsibility to Pacific Bell hereafter arising under the Agreement or any Schedule listed on Exhibit B. Both Assignor and Assignee agree to be liable jointly and severally for any damages incurred by Pacific Bell as a result of a breach of or default under the Agreement and/or any Schedule listed on Exhibit B, regardless of when such breach or default occurs

CLAUSE 4. CHANGE IN “NOTICES’ CLAUSE

Article 20. NOTICES, of the Agreement is hereby amended to delete the reference to Assignor and substitute in lieu thereof the following addressee to receive notices on behalf of Assignee:

Southwestern Bell Communications Services, Inc.

5850 West Las Positas Blvd.

Pleasanton, CA 94588

CLAUSE 5. NO OTHER CHANGES

Except as otherwise provided herein, all other terms of the Agreement, as amended, and the Schedules listed in Exhibit B will remain unchanged.

IN WITNESS WHEREOF, the parties hereto have caused this Assignment Agreement to be executed in multiple counterparts, each of which will be deemed to be an original instrument, as of the data first set forth above.

PACIFIC BELL COMMUNICATIONSPACIFIC BELL

(“Assignor”)

Karol M. Sweitzer

BY:______BY:______

Exec. Dir-Fin

TITLE:______TITLE:______

8/20/95

DATE:______DATE:______

SOUTHWESTERN BELL COMMUNICATIONS
SERVICES, INC. (“Assignee”)

BY:______

TITLE:______

DATE:______

EXHIBIT A

MASTER

INTELLECTUAL PROPERTY LICENSE AGREEMENT

between

PACIFIC BELL

and

PACIFIC BELL COMMUNICATIONS

Effective December 16, 1995

TABLE OF CONTENTS

SECTIONTITLEPAGE

1Definitions1

2Term of Agreement2

3Scope of Agreement2

4Grant of Rights to Intellectual Property2

5Enhancements and Modifications3

6Source Code3

7Title3

8Delivery3

9Acceptance or Rejection3

10Charges and Payments4

11Protection of Intellectual Property5

12Licensor’s Information5

13Assignment6

14Proprietary Rights6

15Limitation of Liability6

16Disclaimer of Warranty6

17Order of Precedence6

18Survival6

19Choice of Law6

20Notices7

21Use of Name; Publicity7

22Cancellation7

23Amendments and Waivers7

24Severability8

25Entire Agreement8

EXHIBITS

Exhibit A – Form of Schedule2 pages

Exhibit B – Nondisclosure Agreement2 pages

Exhibit C – Certificate of Acceptance1 page

INTELLECTUAL PROPERTY LICENSE AGREEMENT

This Master Agreement (“Agreement”), effective December 16, 1995, is between PACIFIC BELL, a California corporation (“Pacific”), and PACIFIC BELL COMMUNICATIONS, a California corporation.

The parties, intending to be legally bound, hereby agree as follows:

1. DEFINITIONS

For the purposes of this Agreement, the following terms and all other terms defined in this Agreement have the meanings so defined unless the context clearly indicates otherwise. A term defined in the singular shall include the plural when the context so indicates.

“Company License” - a license under which Licensee may use unlimited copies of the Intellectual Property on a company-wide basis.

“Designated CPU-a license, where applicable, limited to a central processing unit

License”(“CPU”) designated by serial number, type and location

on which the Intellectual Property is used.

“Designated Site-a license, where applicable, extending to Designated

License”Site(s), described in the applicable Schedule by

separate mailing address(es), within which Licensee is

authorized to use any number of copies of the Intellectual

Property.

“Information”-specifications, drawings, sketches, models, manuals, samples,

tools, computer programs, technical information and other

confidential business, customer or personnel information or data

(other than the Intellectual Property), whether written, oral or

otherwise.

“Intellectual Property”-patents, trademarks, tradenames, copyrights and trade secrets,

including but not limited to, software, audio and video tapes,

slides, photographs, manuals, reports, training courses, information, or other material or information originated and

developed by either party after January 1,1984 without any

personnel or monetary contribution by Licensee as described in

the applicable Schedule executed by the parties.

“License Term”-length of the license term for the Intellectual Property to be

stated in the applicable Schedule. If a term is not stated, the

license term shall be perpetual.

“Licensed Work”-any work, Information or Intellectual Property licensed to

Licensee under this Agreement.

“Schedule”-each schedule hereunder for the license of Intellectual Property.

Each Schedule shall be a separate and independent agreement

between the parties with respect to the subject matter thereof

and shall be substantially in the form of Exhibit A, attached hereto and made a part hereof.

“Software”-the computer programs, documentation, methods and

procedures, program material and related information or any

portions thereof, which are described in the applicable Schedule

and furnished and licensed hereunder. Software may include

Source Code.

“Source Code”-the most current version of the Software program in the

language format as prepared and written by the Software

programmer. Source Code may also include the most current

version of the following materials and documentation associated

with the licensed Software, computer instructions, input and

output formats, test data, flow charts, data file listing and all

associated documentation.

1. TERM OF AGREEMENT

1. This Agreement shall become effective as of the date stated above and shall continue in full force and effect until terminated or cancelled as provided herein.
2. Either party may terminate this Agreement upon 90 days prior written notice to the other party setting forth the effective date of such termination. The termination of this Agreement shall not affect the obligations of either party pursuant to any Schedules previously executed hereunder, and the terms and conditions of this Agreement shall continue to apply to such Schedules as if this Agreement had not been terminated or cancelled.

1. SCOPE OF AGREEMENT

1. The terms and conditions of this Agreement shall apply to all contracts, Schedules and agreements pertaining to licensing of each party’s Intellectual Property by the other, unless otherwise agreed upon by a written modification to this Agreement stating that the provisions of this Agreement shall not apply.
2. Subject to the terms of this Agreement, either party shall provide to the other party those licenses for the Intellectual Property which shall be described in such Schedules as Pacific and PACIFIC BELL COMMUNICATIONS may from time to time execute hereunder. The License Term shall begin when the party receiving the Intellectual Property accepts the Intellectual Property and shall continue in effect for the period stated in the applicable Schedule, unless sooner terminated or cancelled as provided herein.
3. Each such Schedule shall be numbered and shall include, but not limited to, each of the following items whenever such item is applicable to the Intellectual Property covered by such Schedule:

(1)The effective date of the Schedule;

(2)The incorporation of this Agreement by reference;

(3)A description of the Intellectual Property;

(4)The License Term;

(5)The license fee;

(6)The Delivery Date;

(7)The Delivery Address;

(8)The Acceptance Criteria;

(9)The Acceptance Period;

(10)The billing address;

(11)The incidental support activities;

(12)Any special terms and conditions.

1. GRANT OF RIGHTS TO INTELLECTUAL PROPERTY

The party providing the Intellectual Property (“Licensor”) shall provide the receiving party (“Licensee”) the Intellectual Property described in the applicable Schedule, under a personal, nontransferable, nonexclusive, nonassignable right to use the Intellectual Property during the License Term, for internal business purposes only. Where applicable, such right to use shall be limited, as provided in the applicable Schedule, to use within the United States on (1) the designated CPU, if the Intellectual Property is provided pursuant to a Designated CPU License; (2) at the designated site(s), if the Intellectual Property is provided pursuant to a Designated Site License; or (3) at any of Licensee’s locations, if the Intellectual Property is provided pursuant to a Company License. In the event that the form of license is not indicated on the applicable Schedule, the License shall be deemed a Company License.

1. ENHANCEMENTS AND MODIFICATIONS

1. Licensor agrees that the Licensee shall have the right to maintain, modify and enhance the Intellectual Property for its own internal use. Licensor shall take title to all enhancements, or modifications to, or versions of, the Intellectual Property which constitute derivative works. For the purpose of this Agreement, “derivative work(s)” means any work based upon the Licensed Work, whether or not substantially similar to or different than the Licensed Work, including, but not limited to, “derivative works” as defined in the United States Copyright Act of 1967, 17 U.S.C. Section 101 and any work based upon a derivative work as that term is defined in this Agreement. Licensee may take title to its versions of the Intellectual Property which do not constitute derivative works; provided, however, that any such versions of the Intellectual Property must be used strictly in accordance with the terms of this Agreement; and, upon termination or cancellation of the license granted herein, the Intellectual Property and any modifications and enhancements to which Licensor holds title must be returned to the Licensor.
2. Licensee shall provide and license to Licensor any and all modified or enhanced versions of the Intellectual Property which it subsequently develops or authorizes a third party to develop which are substantially different or constitute new Properties, and/or do not constitute derivative works, including object code, source code and documentation (if the Intellectual Property is software) at terms and charges mutually agreed upon by both parties.

1. SOURCE CODE

With respect to any Software licensed hereunder, if the applicable Schedule so indicates, after Licensee’s acceptance of the Software, Licensor will provide Licensee one copy of the Source Code solely for the purpose of Licensee’s maintaining, modifying, and enhancing the Software for its own use. If the applicable Schedule so indicates, Licensee may have a third party maintain, modify, and enhance the Software for Licensee’s use and may disclose the Software and Source Code to such third party only for such purpose; provided, however, that such third party shall be required to comply with all applicable terms and conditions of this Agreement and shall execute a Nondisclosure Agreement in the form of Exhibit B, attached hereto and made a part hereof. A copy of such executed Nondisclosure Agreement shall be furnished to Licensor promptly after execution.

1. TITLE

Licensee shall have a nonexclusive license to use the Intellectual Property; however, title to such Intellectual Property shall remain solely with Licensor. Licensee shall have no right to sell, lease, license or otherwise transfer or dispose of any portion of the Intellectual Property, without the express written consent of Licensor.

1. DELIVERY

On or before the Delivery Date stated in the applicable Schedule (“Delivery Date”), Licensor shall deliver the Intellectual Property (excluding Source Code. if any) to the address specified in the applicable Schedule (“Delivery Address”).

1. ACCEPTANCE OR REJECTION

1. Following the delivery of the Intellectual Property, if the applicable Schedule so indicates, Licensee shall have the right to test the Intellectual Property to determine if it meets the acceptance criteria specified in the applicable Schedule (“Acceptance Period”). In the event Acceptance Criteria and an Acceptance Period are not stated in the Schedule, the Intellectual Property shall be deemed to be accepted by Licensee upon delivery by Licensor.
2. If at any time during the Acceptance Period, the Intellectual Property fails to meet the Acceptance Criteria, Licensee shall promptly notify Licensor, identifying the specific criteria which were not met. Upon the agreement of both parties, Licensor may correct any deficiencies in the Intellectual Property and, in such case, Licensee will pay Licensor

for its corrections by a separate Schedule under the Agreement between Pacific and PACIFIC BELL COMMUNICATIONS for General Administrative Services. In such event, Licensee shall have the right to start a new Acceptance Period. At the end of the Acceptance Period, if the Intellectual Property meets the Acceptance Criteria, Licensee shall accept the Intellectual Property by signing a Certificate of Acceptance in the form of Exhibit C, attached hereto and made a part hereof, and delivering a copy to Licensor.

1. If at the end of the Acceptance Period the Intellectual Property has not met the Acceptance Criteria, the applicable Schedule shall terminate and Licensee shall return all materials furnished under such Schedule.
2. If Licensor has not received a written notice of acceptance or cancellation within five working days after the end of the Acceptance Period, the Intellectual Property shall be deemed accepted by Licensee.
3. Upon Licensee’s request, Licensor shall provide any of the incidental support activities set forth in the applicable Schedule, prior to or during the Acceptance Period. Services provided by Licensor hereunder shall be limited to delivery of the Intellectual Property; and with respect to Software, delivery shall only include delivery of the software and associated program materials together with basic support for the installation and initial start-up of the Software. In the event any additional services are requested by Licensee, such services shall be described and ordered by a separate Schedule under the Agreement between Pacific and PACIFIC BELL COMMUNICATIONS for General Administrative Services.

1. CHARGES AND PAYMENTS

1. Charges for the Intellectual Property shall reflect the pricing methodology and procedures set forth in the Pacific Telesis Group Affiliate Transactions Policies, Guidelines and Reporting Requirements.
2. For the rights granted hereunder, Licensee shall, within 30 days after either its acceptance of the Intellectual Property or its receipt of the invoice covering the Intellectual Property, whichever is later, pay to Licensor the license fee stated in the applicable Schedule. If the License Term is other than perpetual, Licensee shall thereafter make any additional payments according to the schedule set forth in the applicable Schedule. In addition, Licensee will be responsible for all taxes, including penalties and interest, applicable to the license, sublicense or use of the Intellectual Property hereunder.
3. Payment to Licensor shall be made to the payment address specified in the applicable Schedule, or at such changed address as Licensor shall have specified by written notice.
4. If Licensee fails to pay any amounts when due, Licensor agrees to pay a late payment charge (“finance charge”) bill. The bill will be issued and due immediately upon receipt to compensate Licensor for the time value of money for the period between the time an outstanding bill is due to be paid and the actual receipt date of that payment. There will be no late payment charge, however, applied to a disputed invoice during the period in which the dispute is being resolved. Any finance charge, assessed by Licensor, will be based on the following formula to calculate float:

Float=Billable XLagX[Cc+(CeX(T/(1.00-T)))]

CostsPeriod

where:

(i)“Billable Costs” means that sum of all primary, overhead, and investment related costs includable in the bill;

(ii)“Lag Period” means N/365 where N represents the number of days the bill is past due, not to exceed 31;

(iii)“Cc” means the composite cost of capital;

(iv)“Ce” means the equity component of cost of capital (defined as the authorized return on equity capital multiplied by the proportion of equity to total capital); and

(v)“T” means the composite effect of Federal, State and local statutory income tax rates.

The finance charge will be computed monthly and added to the total billable amount (“Revised Total Amount”). If future monthly finance charges are required, they will be calculated based on the Revised Total Amount.

1. PROTECTION OF INTELLECTUAL PROPERTY

1. Licensee agrees that the Intellectual Property is valuable proprietary information and/or a trade secret of Licensor and Licensee shall maintain it in the strictest confidence. Licensee agrees not to use, print, copy, provide or otherwise disclose, in whole or in part, any portion of the Intellectual Property except in accordance with this Agreement. Licensee agrees to maintain and implement adequate procedures, satisfactory to Licensor, to protect the confidentiality of the Intellectual Property. At Licensor’s request, Licensee shall provide Licensor with a copy of such procedures.
2. Licensee may copy, in whole or in part, any portion of the Intellectual Property provided to Licensee in accordance with this Agreement. Any reproduction shall include any copyright or similar proprietary notices contained in the items being reproduced. With respect to Software, Licensee may not copy the Source Code, in whole or in part without Licensor’s prior written consent. If the Intellectual Property is not licensed under a Company License, Licensee agrees to maintain appropriate records of the number and locations of all copies of the Intellectual Property. The original and any copies of the Intellectual Property or any portion thereof made by Licensee shall remain the property of Licensor and shall be returned to Licensor upon termination or cancellation of the applicable license.
3. Licensee agrees to reproduce the following notice on all copies of the Intellectual Property in any form, including archival copies and any modified or enhanced versions of the Intellectual Property:

“This property is a proprietary trade secret of ______(insert Licensor’s name). Its use must conform strictly to the license agreement between Pacific Bell and PACIFIC BELL COMMUNICATIONS. Receipt or possession of it does not convey any rights to divulge, reproduce or allow others to use it without the specific written authorization of ______(insert Licensor’s name).