{"id":42361,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/intellectual-property-ownership-and-cross-license-agreement-gte.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"intellectual-property-ownership-and-cross-license-agreement-gte","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/intellectual-property-ownership-and-cross-license-agreement-gte.html","title":{"rendered":"Intellectual Property Ownership and Cross License Agreement &#8211; GTE Service Corp. and Genuity Inc."},"content":{"rendered":"<pre>\n           INTELLECTUAL PROPERTY OWNERSHIP AND CROSS LICENSE AGREEMENT\n\n         THIS INTELLECTUAL PROPERTY OWNERSHIP AND CROSS LICENSE AGREEMENT\n(\"Agreement\") effective as of ___________, 2000 (the \"Effective Date\"), is made\nbetween GTE Service Corporation, a New York corporation, with offices for this\nAgreement at 1255 Corporate Drive, Irving, Texas 75038, and its Affiliates\n(\"GTE\") on the one hand, each only with respect to their respective obligations\nhereunder, and Genuity Inc., a Delaware corporation, with offices for this\nAgreement at 3 Van de Graaff Drive, Burlington, Massachusetts 01803 (\"GENUITY\")\non the other hand.\n\n     WHEREAS, GENUITY and GTE by this Agreement apportion between them the\nownership, by mutual agreement, of existing patents and patent applications,\nagree to joint ownership of existing non-statutory intellectual property\n(excluding previously licensed software) due to the inability to identify,\nsegregate and apportion such existing non-statutory intellectual property\nbetween them, and grant each other a non-exclusive, royalty-free license under\nexisting patents and patent applications each party owns.\n\n     Now, therefore, in mutual consideration of the promises and obligations set\nforth below, the parties agree as follows:\n\n1. General.\n\n        GTE and GENUITY desire to establish a contractual relationship that will\n(i) define the ownership of certain intellectual property rights as between\nGENUITY and GTE, and (ii) grant GENUITY and GTE certain licenses and other\nrights in and to intellectual property rights owned by the other party, all in\naccordance with the terms and conditions set forth in this Agreement.\n\n2. Definitions.\n\n        For purposes of this Agreement, and in addition to certain terms defined\non first use herein and in any schedule attached hereto, the following terms\nshall have the following meanings.\n\n         2.1. \"Affiliate\" shall mean an entity that controls, is under common\ncontrol with, or that is controlled by, the entity with which it is affiliated.\n\n\n\n                                       1\n\n \n         2.2. \"Confidential Information\" shall mean (i) all ideas and\ninformation of any kind, including, without limitation, technology, know-how,\ntechnical data, products, software, works of authorship, assets, operations,\ncontractual relationships, business plans or any other aspect of either party's\nbusiness, in written, other tangible or electronic form provided by one party\n(the \"disclosing party\") to the other party (\"the receiving party\") which is\nlabeled by the disclosing party as \"confidential\", \"proprietary\" or with a\nlegend of similar import; (ii) software in any form (including, without\nlimitation, related documentation), whether or not labeled in accordance with\nthe preceding; (iii) Non-Statutory Intellectual Property obtained from the\ndisclosing party; and (iv) information orally disclosed and identified as\nconfidential at the time of such disclosure which is summarized in writing\nwithin thirty (30) days of such disclosure. Confidential Information shall not,\nhowever, include any information that (a) lawfully in the receiving party's\npossession, with no restriction on use or disclosure, prior to its acquisition\nfrom the disclosing party; (b) received in good faith by the receiving party,\nwith no restrictions on use or disclosure, from a third party not subject to any\nconfidential obligation to the disclosing party; (c) now or later becomes\npublicly known through no breach of confidential obligation by the receiving\nparty; (d) released by the disclosing party to any other person, firm or entity\n(including, without limitation, governmental agencies or bureaus) without\nrestriction on use or disclosure; or (e) independently developed by or for the\nreceiving party without any reliance on or use of Confidential Information of\nthe disclosing party. The foregoing exceptions shall not apply to software in\nany form.\n\n         2.3. \"Existing Patents\", shall mean (i) the patents, patent\napplications and Invention Disclosures (together with any patents issuing on the\nforegoing patent applications and Invention Disclosures, divisions,\ncontinuations or continuations-in-part thereof; patents, patent extensions,\ncertificates of invention, reissues, renewals and additions thereof) listed on\nSchedule 2.3A to this Agreement; (ii) the patents, patent applications and\nInvention Disclosures (together with any patents issuing on the foregoing patent\napplications and Invention Disclosures, divisions, continuations or\ncontinuations-in-part thereof; patents, patent extensions, certificates of\ninvention, reissues, renewals and additions thereof) listed on Schedule 2.3B to\nthis Agreement; and (iii) all other patents and patent applications (together\nwith any patents issuing on the foregoing patent applications, divisions,\ncontinuations or continuations-in-part thereof; patents, patent extensions,\ncertificates of invention, reissues, renewals and additions thereof) existing as\nof the Effective Date and owned by GTE or any Affiliate of GTE (including,\nwithout limitation, GENUITY; but excluding, however, any Affiliate of GTE\nresulting from a merger of GTE with a third party at any time after March 17,\n2000.\n\n         2.4. \"Intellectual Property Rights\" shall mean Existing Patents and\nJointly Owned Non-Statutory Intellectual Property.\n\n         2.5. \"Invention Disclosure\" shall mean a disclosure, in written or\nelectronic form, of subject matter which is intended to be the subject of one or\nmore patent applications and was prepared in conformance with the internal\npolicies of a party hereto.\n\n         2.6. \"Jointly-Owned Non-Statutory Intellectual Property\" shall mean all\nNon-Statutory Intellectual Property existing and owned by either or both parties\nhereto or any of their Affiliates as of the Effective Date, but excluding any\nPreviously Licensed Non-Statutory Intellectual Property and also excluding all\nNon-Statutory Intellectual Property owned by an Affiliate of GTE resulting from\nthe merger of GTE with a third party after March 17, 2000.\n\n\n\n                                       2\n\n \n         2.7. \"Non-Statutory Intellectual Property\" shall mean all unpatented\ninventions (whether or not patentable), trade secrets, know-how and proprietary\ninformation, including but not limited to (in whatever form or medium),\ndiscoveries, ideas, compositions, formulae, computer programs (including,\nwithout limitation, source and object codes and documentation, but excluding\nSoftware, Documentation and other intellectual property licensed by either party\nhereto to the other pursuant to a Software License Agreement (as those\ncapitalized terms are defined therein)), databases, drawings, designs, plans,\nproposals, specifications, photographs, samples, models, processes, procedures,\ndata, information, manuals, reports, financial, marketing and business data,\npricing and costing information, correspondence and notes to the extent owned by\neither party hereto as of the Effective Date; provided, however, the foregoing\nshall not include any Third Party Intellectual Property Rights or any\ncopyrights, trademarks, service marks, corporate names, domain names or\napplications for any of the foregoing.\n\n         2.8. \"Other Existing Intellectual Property\" shall mean all copyrights,\ntrademarks, service marks, corporate names, domain names or applications for any\nof the foregoing existing as of the Effective Date and owned as of the Effective\nDate by a party hereto.\n\n         2.9. \"Other Intellectual Property\" shall mean all copyrights,\ntrademarks, service marks, corporate names, domain names or applications for any\nof the foregoing developed, created or acquired from a third party after the\nEffective Date which are owned by a party hereto.\n\n         2.10. \"Previously Licensed Non-Statutory Intellectual Property\" shall\nmean that portion of Non-Statutory Intellectual Property which exists and is\nowned by one party hereto (or its Affiliates) as of the Effective Date and is\nlicensed to the other party hereto (or its Affiliates) pursuant to a separate\nwritten agreement, including, without limitation, the Software License Agreement\n(as defined hereinbelow), effective on or before the Effective Date.\n\n         2.11. \"Software License Agreement\" shall mean that certain Software\nLicense Agreement among the parties of even date herewith.\n\n         2.12. \"Third Party Intellectual Property\" shall mean any patents,\ncopyrights, software trade secrets, trademarks, service marks, proprietary\ninformation and other intellectual property, in any form, that is owned by a\nthird party and is required or useful for the exercise of any rights or licenses\nin Intellectual Property Rights conveyed or granted pursuant to this Agreement.\n\n\n\n                                       3\n\n \n3. Ownership.\n\n         3.1. Existing Patents. On the terms and subject to the conditions set\nforth herein and subject to rights and licenses granted to third parties on or\nbefore the Effective Date, the ownership of all right, title and interest in and\nto the Existing Patents as of and after the Effective Date shall be apportioned\nas follows and each party hereto agrees to execute such documents of assignment\nand to take such other actions as may be required to effect the following:\n\n                  (a) The Existing Patents listed on Schedule 2.3A hereto shall\n         be owned exclusively by GENUITY;\n\n                  (b) The Existing Patents listed on Schedule 2.3B hereto shall\n         be jointly owned by GENUITY and GTE, with neither party being obligated\n         to account to the other therefor; and\n\n                  (c) All other Existing Patents shall be owned exclusively\n         by GTE.\n\n         3.2. Jointly-Owned Non-Statutory Intellectual Property. On the terms\nand subject to the conditions set forth herein and subject to the rights and\nlicenses granted to third parties on or before the Effective Date, GENUITY and\nGTE shall jointly own, as of the Effective Date all right, title and interest in\nand to any and all Jointly-Owned Non-Statutory Intellectual Property, with\nneither party being required to account to the other therefor. Previously\nLicensed Non-Statutory Intellectual Property shall continue to be owned solely\nand exclusively by the owner thereof, and its use and other rights therein by\nthe other party defined by the terms and conditions of such separate agreements\nbetween GTE and GENUITY or their respective Affiliates applicable to such\nPreviously Licensed Non-Statutory Intellectual Property.\n\n         3.3. Other Existing Intellectual Property. Other Existing Intellectual\nProperty shall continue to be owned after the Effective Date by the party owning\nsuch Other Existing Intellectual Property on the Effective Date.\n\n         3.4. Other Intellectual Property.\n\n         (a) Except as other expressly provided in Sections 3.40 for certain\nOther Intellectual Property, ownership by any party hereto of any and all right,\ntitle and interest in and to Other Intellectual Property shall be determined in\naccordance with applicable law and\/or any agreements into which such party has\nentered with its employees, subcontractors, agents or other third parties\n\n         (b) In certain circumstances, it may be possible to obtain Other\nIntellectual Property in and to Jointly-Owned Non-Statutory Intellectual\nProperty. Notwithstanding joint ownership of Jointly-Owned Non-Statutory\nIntellectual Property, the right to seek any Other Statutory Intellectual\nProperty on the Jointly-Owned Intellectual Property, and the ownership in and to\nany right, title and interest of any such Other Intellectual Property that may\nresult, shall be determined in accordance with the following:\n\n         (i)      for any and all Other Intellectual Property in and to works of\n                  authorship and mask works that are Jointly-Owned Non-Statutory\n                  Intellectual Property, the party or parties that employ at\n                  least one author of such work (or in the case of a\n                  work-for-hire, one contributor to such work) immediately after\n                  the Effective Date shall have the right to seek such Other\n                  Intellectual Property in and to such works and shall\n                  exclusively own, as between the parties, all right, title and\n                  interest in and to any Other Intellectual Property that result\n                  therefrom;\n\n\n\n                                       4\n\n \n         (ii)     in the event of multiple authors and\/or contributors, as the\n                  case may be, at least one of which authors and\/or contributors\n                  is employed immediately after the Effective Date by each of\n                  the parties hereto, all right, title and interest in and to\n                  such Other Intellectual Property that results therefrom shall\n                  be jointly owned by both parties, without the obligation of\n                  either party to account to the other therefor; and\n\n         (iii)    in the event that the author(s) or contributor(s), as the case\n                  may be, is not employed by any of the parties hereto, all\n                  right, title and interest in and to such Other Intellectual\n                  Property that results therefrom shall be jointly owned by\n                  GENUITY and GTE, with neither party having a duty to account\n                  to the other for the exploitation thereof.\n\n         3.5. Preparation, Prosecution and Enforcement of Intellectual Property\nRights. Except as provided below for jointly-owned Intellectual Property Rights,\nthe owner of the Intellectual Property Rights, at its expense, shall control the\npreparation, filing and prosecution of any patent applications directed to such\nIntellectual Property Rights and to the maintenance and enforcement of any\npatents that result therefrom, and the other party hereto shall cooperate with\nthe owner in such efforts at the owner's reasonable request and expense. For\npurposes of Intellectual Property Rights which are jointly owned, GTE shall\ncontrol the preparation, filing and prosecution of such Intellectual Property\nRights and the cost thereof shall be borne equally by GTE and GENUITY; provided,\nhowever, that (i) GTE will consult with GENUITY regarding the choice of foreign\njurisdictions in which to protect such Intellectual Property Rights; (ii) GTE\nwill provide copies of all documents filed with or received from the relevant\npatent or other government offices in connection with the prosecution of such\nIntellectual Property Rights; and (iii) the choice of prosecution counsel shall\nbe reasonably satisfactory to GENUITY. If GTE refuses to file a patent\napplication for protection of any such jointly owned Intellectual Property\nRights after GENUITY has requested that GTE do so, GENUITY may do so, with\ncounsel reasonably satisfactory to GTE, and the cost thereof shall be borne\nequally by GTE and GENUITY.\n\n\n\n                                       5\n\n \n         3.6. Limitations and Obligations of Ownership.\n\n         (a) Each party shall have the right, but not the obligation, to obtain,\nmaintain and enforce any Intellectual Property Rights solely owned by such party\nin such manner as such party deems appropriate in its sole discretion.\n\n         (b) To the extent any party hereto has any right, title or interest in\nor to any Intellectual Property Right that is to be owned jointly or exclusively\nby the other party in accordance with the terms of this Section 0, such first\nparty shall assign, and hereby assigns, to such other party such portion or all\nof the first party's right, title and interest in and to such Intellectual\nProperty Right as required hereunder. The first party shall execute and procure\nsuch documents and take such other actions as may be reasonably requested from\ntime to time by the other party to obtain for its own benefit such Intellectual\nProperty Rights or otherwise to transfer or confirm its Intellectual Property\nRights.\n\n         (c) For any and all jointly owned Intellectual Property Rights, subject\nto the obligations of Confidentiality set forth in Section 0 hereof:\n\n                  (i) Each party shall have an undivided joint interest with the\n         other party in and to all such jointly owned Intellectual Property\n         Rights.\n\n                  (ii) Each party shall have the right to license or sublicense\n         jointly owned Intellectual Property Rights without any duty to account\n         to the other party.\n\n                  (iii) Each party shall have the right to exercise or otherwise\n         exploit jointly owned Intellectual Property Rights (including, without\n         limitation, the right to make, use, offer for sale, sell, and make\n         versions, adaptations and derivatives works), by any manner and means\n         now known or hereafter devised, in perpetuity, without any duty to\n         account to the other party.\n\n                  (iv) Each party shall obtain waivers of any and all claims\n         against the other party that any employee, subcontractor or agent of\n         such party may now or hereafter have in any jurisdiction under \"moral\n         rights\" or rights of \"droit moral\" encompassed by any jointly owned\n         Intellectual Property Rights, and to the extent that such rights may\n         not be waived, each such party shall secure covenants and stipulations\n         of those individuals not to assert such rights against any of the other\n         parties hereto or their respective successors, assigns, licensees and\n         sublicensees.\n\n                  (v) If either party becomes aware of any infringement, misuse\n         or misappropriation of any jointly owned Intellectual Property Right,\n         or any attempt to invalidate any jointly owned Intellectual Property\n         Right, such party shall promptly notify the other party, and the\n         parties shall thereafter confer in good faith regarding the steps, if\n         any, that should be taken to remedy any such infringement, misuse or\n         misappropriation or any such invalidity attempt. Either party shall\n         have the right, at its sole discretion and expense, to enforce any\n         jointly owned Intellectual Property Right against a third party. The\n         other party shall reasonably cooperate in any such proceeding;\n         provided, however, that the party bringing such proceeding shall\n         reimburse the other party for such other party's costs and reasonable\n         expenses, including reasonable attorneys fees, incurred in connection\n         with such cooperation; and provided, further, that the duty of\n         cooperation shall not interfere or diminish in any way with the right\n         of such other party to grant licenses hereunder, including licenses to\n         the accused infringer, and otherwise exploit all of such other party's\n         rights in the jointly owned Intellectual Property Right.\n\n\n\n                                       6\n\n \n                  (vi) Nothing contained in this Agreement, including, without\n         limitation, joint ownership of Jointly-Owned Non-Statutory Intellectual\n         Property, shall require either party or its Affiliates to disclose or\n         otherwise provide to the other party or its Affiliates any\n         Jointly-Owned Non-Statutory Intellectual Property.\n\n         (d) GTE acknowledges and agrees that, as between the parties and as of\nthe Effective Date, GENUITY exclusively owns any and all right, title and\ninterest in Existing Patents listed on Schedule 2.3A, and that under this\nAgreement, GTE shall acquire no right, title, or interest in or to any of the\nforegoing, other than any rights expressly granted hereunder.\n\n         (e) GENUITY acknowledges and agrees that, as between the parties and as\nof the Effective Date, GTE exclusively owns any and all right, title and\ninterest in Existing Patents (other than Existing Patents listed on Schedules\n2.3A and 2.3B), and that under this Agreement, GENUITY shall acquire no right,\ntitle, or interest in or to any of the foregoing, other than any rights\nexpressly granted hereunder.\n\n         (f) Notwithstanding anything contained in this Agreement, each party\nexpressly reserves the right to enforce its agreements with current and former\nemployees relating to Intellectual Property Rights or relating to obligations of\nconfidentiality, nondisclosure and nonuse of proprietary or confidential\ninformation.\n\n4. License Grants.\n\n         4.1. GENUITY to GTE\n\n         (a) Existing Patents. On the terms and subject to the conditions set\nforth herein and subject to rights and licenses granted to third parties on or\nbefore the Effective Date, GENUITY hereby grants to GTE a worldwide,\nnonexclusive, perpetual, royalty-free and irrevocable right and license to\nexercise and otherwise exploit all of the Existing Patents listed on Schedule\n2.3A (including, without limitation, the right to make, have made, use, offer\nfor sale, sell, lease and license and to practice any method in the exercise of\nthe foregoing), by any manner and means now known or hereafter devised. This\nLicense shall include the right of GTE to sublicense GTE's Affiliates and\nBCT.Telus Communications Inc. and their successors and assigns; provided,\nhowever, that they agree to be bound by the terms and conditions of this\nAgreement, but shall not otherwise include the right to sublicense.\n\n\n\n                                       7\n\n \n         (b) Negation of Licenses in Other Intellectual Property. Except and to\nthe extent expressly set forth in a separate written agreement between GTE and\nGENUITY, no right or licenses, express or implied, are hereby granted to GTE or\nits Affiliates under any other intellectual property owned by GENUITY or its\nAffiliates.\n\n         4.2. GTE to GENUITY\n\n         (a) Existing Patents. On the terms and subject to the conditions set\nforth herein and subject to rights and licenses granted to third parties on or\nbefore the Effective Date, GTE hereby grants to GENUITY a worldwide,\nnonexclusive, perpetual, royalty-free and irrevocable right and license to\nexercise and otherwise exploit all Existing Patents solely owned by GTE or its\nAffiliates as of the Effective Date (i.e., Existing Patents other than those\nlisted on Schedules 2.3A and 2.3B), including, without limitation, the right to\nmake, have made, use, offer for sale, sell, lease and license and to practice\nany method in the exercise of the foregoing, by any manner and means now known\nor hereafter devised. This License shall include the right of GENUITY to\nsublicense GENUITY's Affiliates; provided, however, that they agree to be bound\nby the terms and conditions of this Agreement, but shall not otherwise include\nthe right to sublicense.\n\n         (b) Negation of Licenses in Other Intellectual Property. Except and to\nthe extent expressly set forth in a separate written agreement between GTE and\nGENUITY, no right or licenses, express or implied, are hereby granted to GENUITY\nor its Affiliates under any other intellectual property owned by GTE or its\nAffiliates.\n\n         4.3. Limitations and Obligations of Licensees.\n\n         (a) Each party agrees neither to do nor to permit any act which may in\nany way jeopardize or be detrimental to the validity of the other party's\nIntellectual Property Rights licensed to such party hereunder.\n\n         (b) If a party becomes aware of any infringement, misuse or\nmisappropriation of any Intellectual Property Rights of the other party licensed\nto the first party hereunder, the first party shall notify the other party with\na commercially reasonable period of time and shall cooperate reasonably with the\nother party, at the other party's request and expense, to terminate or remedy\nsuch infringement, misuse or misappropriation.\n\n         (c) Nothing contained herein shall be construed as obligating either\nparty to obtain, maintain or enforce Intellectual Property Rights licensed to\nthe other party hereunder.\n\n         (d) Nothing herein shall be construed as granting either party, by\nimplication, estoppel or otherwise, any license or other right under any\nIntellectual Property Rights, except for those rights expressly granted\nhereunder.\n\n\n\n                                       8\n\n \n5. Other Limitations on Ownership and Licenses.\n\n         5.1. Prior Obligations. All rights in or to Intellectual Property\nRights granted by either party hereunder by assignment, license or otherwise,\nare subject to any rights granted to any third party in such Intellectual\nProperty Rights as of the Effective Date hereof.\n\n         5.2. Third Party Intellectual Property. Each party acknowledges that,\nin order to exercise any rights granted hereunder, including but not limited to\nJointly-Owned Non-Statutory Intellectual Property, it may need to license or\notherwise obtain rights to use Third Party Intellectual Property. Such licenses\nor other rights shall be at such party's sole cost and expense and the party\nobtaining such licenses or other permissions shall be solely responsible for\nobserving and complying with the terms and conditions under which such Third\nParty Intellectual Property is licensed or right is otherwise obtained from the\napplicable third party.\n\n6. Warranties.\n\n         6.1. Allocation of Risk. An essential purpose of the exclusion of\nwarranties and limitation of liability provided in this Agreement is allocation\nof risks between GTE and GENUITY, which allocation of risks is reflected in the\narrangements between GTE and GENUITY in this Agreement.\n\n         6.2. No Conflicts. Each party warrants that, to the best of its\nknowledge, it owns, or otherwise has the necessary rights in the Intellectual\nProperty Rights to assign ownership or to grant the rights and licenses conveyed\nherein.\n\n         6.3. Disclaimer. THE WARRANTIES IN THIS SECTION 0 ARE IN LIEU OF ALL\nOTHER WARRANTIES, EXPRESS OR IMPLIED, WHETHER ARISING BY COURSE OF DEALING OR\nPERFORMANCE, CUSTOM, USAGE IN THE TRADE OR PROFESSION OR OTHERWISE, INCLUDING\nBUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE AND FITNESS FOR\nA PARTICULAR PURPOSE OR WARRANTIES AGAINST INFRINGEMENT. WITHOUT LIMITING THE\nFOREGOING, EACH PARTY EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OR\nREPRESENTATION (i) THAT THE EXERCISE OR OTHER EXPLOITATION OF ANY INTELLECTUAL\nPROPERTY RIGHTS ASSIGNED OR LICENSED BY IT HEREUNDER SHALL BE FREE FROM\nINFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY, AND (ii) OF\nMERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE EVEN IF EITHER PARTY HAS\nBEEN ADVISED OR SHOULD HAVE KNOWN OF SUCH PURPOSE. Except for the warranties\nexpressly set forth in this Section 0, each of the parties acknowledges and\nagrees that it has relied on no other representations or warranties and that no\nother representations or warranties have formed the basis of its bargain\nhereunder.\n\n\n\n                                       9\n\n \n7. Limitation of Liability\n\n         EXCEPT FOR BREACH BY THE LICENSEE OF THE LIMITATIONS AND RESTRICTIONS\nON THE RIGHTS GRANTED UNDER THE INTELLECTUAL PROPERTY RIGHTS OF THE LICENSOR,\nNEITHER PARTY BE ENTITLED TO RECOVER FROM THE OTHER PARTY ANY INCIDENTAL,\nCONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT\nLIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS OR LOSS OF USE),\nWHETHER BASED ON CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), OR\nANY OTHER CAUSE OF ACTION RELATING TO INTELLECTUAL PROPERTY RIGHTS ASSIGNED OR\nLICENSED HEREUNDER OR CONFIDENTIAL INFORMATION, OR OTHERWISE RELATING TO THIS\nAGREEMENT, EVEN IF THE OTHER PARTY HAS BEEN INFORMED OR SHOULD HAVE KNOWN OF THE\nPOSSIBILITY OF SUCH DAMAGES.\n\n8. Confidential Information.\n\n         8.1. Restrictions. The Confidential Information of the disclosing party\nmay be used by the receiving party only for the performance of its obligations\nand the exercise of its rights hereunder and may only be disclosed to those\nemployees, subcontractors or agents of the receiving party who have a need to\nknow in order so to perform or exercise. Except and to the extent set forth in\nSection 0, the receiving party may not disclose Confidential Information of the\ndisclosing party to any other person, entity or the public without the prior\nwritten consent of the disclosing party; provided, however, that such\nConfidential Information may be disclosed by the receiving party without the\nnecessity of prior written consent to the receiving party's employees,\nsubcontractors or consultants who require access to such Confidential\nInformation to perform the receiving party's obligations or to exercise its\nrights hereunder; provided, however, such persons have entered into written\nagreements which contain obligations of nondisclosure and nonuse no less\nrestrictive than set forth in this Section 0, which agreements shall be\nenforceable by the disclosing party.\n\n         8.2. Compliance with Governmental, Judicial Requirements. If a\nreceiving party receives a request to disclose any Confidential Information of\nthe disclosing party (whether pursuant to a valid and effective subpoena, an\norder issued by a court or other governmental authority of competent\njurisdiction or otherwise) on advice of legal counsel that disclosure is\nrequired under applicable law, the receiving party agrees that, prior to\ndisclosing any Confidential Information of the disclosing party, it shall (i)\nnotify the disclosing party of the existence and terms of such request or\nadvice, (ii) cooperate with the disclosing party in taking legally available\nsteps to resist or narrow any such request or to otherwise eliminate the need\nfor such disclosure at the disclosing party's sole expense, if requested to do\nso by the disclosing party, and (iii) if disclosure is required, it shall be the\nobligation of the disclosing party to use its best efforts to obtain a\nprotective order or other reliable assurance that confidential treatment shall\nbe afforded to such portion of the Confidential Information of the disclosing\nparty as is required to be disclosed.\n\n\n\n                                       10\n\n \n         8.3. Continuing Obligation. The obligation of nondisclosure and nonuse\nwith respect to Confidential Information of the disclosing party shall survive\nand continue for a period of five (5) years after the Effective Date; provided,\nhowever, that the obligations of non-disclosure and non-use shall continue in\nperpetuity for software in any form.\n\n9. Dispute Resolution.\n\n         9.1. General. Any controversy or claim arising out of or relating to\nthis Agreement, or the breach thereof, shall be settled first, by good faith\nefforts of the parties to reach mutual agreement as set forth below.\n\n         9.2. Initial Resolution. A party that wishes to initiate the dispute\nresolution process shall send written notice to the other party with a summary\nof the controversy and a request to initiate these dispute resolution\nprocedures. Each party shall appoint a knowledgeable, responsible representative\nfrom the company who has the authority to settle the dispute, to meet and\nnegotiate in good faith to resolve the dispute. The discussions shall be left to\nthe discretion of the representatives, who may utilize other alternative dispute\nresolution procedures such as mediation to assist in the negotiations.\nDiscussions and correspondence among the representatives for purposes of these\nnegotiations shall be treated as Confidential Information developed for purposes\nof settlement, shall be exempt from discovery and production, and shall not be\nadmissible in the arbitration described above or in any lawsuit pursuant to Rule\n408 of the Federal Rules of Evidence. Documents identified in or provided with\nsuch communications, which are not prepared for purposes of the negotiations,\nare not so exempted and may, if otherwise admissible, be admitted in evidence in\nthe arbitration or lawsuit. The parties agree to pursue resolution under this\nsubsection for a minimum of sixty (60) days before initiating an action in the\nappropriate jurisdiction; provided, however, that each party reserves the right\nto pursue and defend its rights in court after the said sixty (60) day period.\n\n         9.3. Injunctive Relief. The foregoing notwithstanding, each party shall\nhave the right to seek injunctive relief in an applicable court of law or equity\npending resolution of the dispute in accordance with the foregoing.\n\n\n\n                                       11\n\n \n10. General.\n\n         10.1. Notice. Any written notice either party may give the other\nconcerning the subject matter of this Agreement shall be in writing and given or\nmade by means that obtain a written acknowledgment of receipt. Notices shall be\nsent to the parties at the following addresses, which may be changed by written\nnotice:\n\n                                  To GTE:\n                                          ----------------------------------\n\n                                          ----------------------------------\n\n                                          ----------------------------------\n\n                                          ----------------------------------\n\n\n                              To GENUITY:\n                                          ----------------------------------\n\n                                          ----------------------------------\n\n                                          ----------------------------------\n\n                                          ----------------------------------\n \n\n\n        Notice shall be deemed to have been given or made when actually\nreceived, as evidenced by written acknowledgment of receipt.\n\n         10.2. Compliance. GTE and GENUITY shall each comply with the provisions\nof all applicable federal, state, and local laws, ordinances, regulations and\ncodes (including, without limitation, procurement of required permits or\ncertificates) in fulfillment of their obligations under this Agreement. All\nIntellectual Property Rights Held by either party are subject to U.S. export and\nforeign transactions control regulations. Each party undertakes that it shall\nneither export, nor cause nor permit to be exported, without the other party's\nprior written consent and without compliance with applicable law and regulation,\nany such Intellectual Property Rights of the other party out of the United\nStates of America, nor shall such rights be made available by such party,\ndirectly or indirectly, for use in any project associated with the design,\ndevelopment, production, testing, stockpiling or use of: (i) nuclear weapons or\nfacilities to produce nuclear explosives, (ii) missiles, or (iii) chemical or\nbiological warfare agents. Each party agrees to comply with all applicable laws\nand regulations relating to the exportation of technical information, as they\ncurrently exist and as they may be amended from time to time.\n\n         10.3. Assignment, Subcontracting. Neither this Agreement nor any rights\nor obligations hereunder shall be assignable by either of the parties without\nthe other party's prior written consent; provided, however, that each party may\nassign this Agreement to any Affiliate or to any purchaser of any of such party\nor of such party's business to which such license relates upon the sale of all\nor substantially all of the assets of such business or upon a merger, stock swap\nor other means by which a third party acquires that part of such party's\nbusiness to which such license relates. Any attempted or purported assignment in\nviolation of the foregoing shall be void. Subject to the foregoing, this\nAgreement shall be binding upon and inure to the benefit of the successors and\npermitted assigns of each party hereto.\n\n         10.4. Waiver of Terms and Conditions. Failure to enforce any of the\nterms or conditions of this Agreement shall not constitute a waiver of any such\nterms or conditions, or of any other terms or conditions.\n\n\n\n                                       12\n\n \n         10.5. Severability. Where any provision of this Agreement is declared\ninvalid, illegal, void or unenforceable, or any changes or modifications are\nrequired by regulatory or judicial action, and any such invalid, illegal, void\nor unenforceable provision, or such change or modification, substantially\naffects any material obligation of a party hereto, the remaining provisions of\nthis Agreement shall remain in effect and the parties shall mutually agree upon\na course of action with respect to such invalid provision or such change or\nmodification to the end that the purposes of this Agreement are carried out.\n\n         10.6. Governing Law. This Agreement, and the rights and obligations\ncontained in it, shall be governed by and construed in accordance with the laws\nof the State of New York, without regard to any conflicts of law principles that\nwould require the application of the laws of any other jurisdiction.\n\n         10.7. No Unreasonable Delay or Withholding. Where agreement, approval,\nacceptance, consent or similar action by GENUITY or GTE is required, such action\nshall not be unreasonably delayed or withheld.\n\n         10.8. Force Majeure. If performance of any obligations by either party\nunder this Agreement is prevented, restricted or interfered with by reason of\nacts of God, wars, revolution, civil commotion, acts of public enemy, embargo,\nacts of government in its sovereign capacity, labor difficulties, including,\nwithout limitation, strikes, slowdowns, picketing or boycotts, communication\nline failures, power failures, or any other circumstances beyond the reasonable\ncontrol and not involving any fault or negligence of the party affected, the\nparty affected, upon giving prompt notice to the other party, shall be excused\nfrom such performance on a day-to-day basis during the continuance of such\nprevention, restriction or interference (and the other party shall likewise be\nexcused, on a day-to-day basis during the same period, from performance of its\nobligations which are dependent upon or affected by such nonperformance);\nprovided, however, that the party so affected shall use its best reasonable\nefforts to avoid or remove such causes of nonperformance and both parties shall\nproceed immediately with the performance of their obligations under this\nAgreement whenever such causes are removed or cease.\n\n         10.9. Entire Agreement. This Agreement represents the entire\nunderstanding between the parties with the respect to its provisions and cancels\nand supercedes all prior agreements or understandings, whether written or oral,\nwith respect to the subject matter. This Agreement may only be modified or\namended by an instrument in writing signed by duly authorized representatives of\nthe parties. This Agreement shall be deemed to include all Schedules attached\nhereto.\n\n\n\n                                       13\n\n \n        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be\nexecuted and delivered by their duly authorized officers to be effective as of\nthe Effective Date.\n\nGTE SERVICE CORPORATION                   GENUITY INC.\n\n\nBy:                                       By:\n       ------------------------------            ------------------------------\n\nName:                                     Name:\n       ------------------------------            ------------------------------\n\nTitle:                                    Title:\n       ------------------------------            ------------------------------\n\nDate:                                     Date:\n       ------------------------------            ------------------------------\n\n\n\n                                       14\n\n \nSCHEDULE 2.3A\n\n\n \n                                  SCHEDULE A\n\n\n97-416\n99-308PRO1\n99-309PRO1\n99-314\n \n\n\n\n\n                                       15\n\n \nSCHEDULE 2.3B\n\n\n \n                                   SCHEDULE B\n\n\n97-415 JA\n97-418\n97-420\n97-420PCT\n97-420 EP\n97-431\n97-441CIP1\n97-446\n97-447 AU\n97-447 CN\n97-447 EP\n97-452\n97-452 CN\n97-452 GW\n97-452 SW\n97-453\n97-453PCT\n97-453 EP\n97-454\n97-455\n97-455PCT\n97-455 EP\n98-404\n98-404 PCT\n98-407\n98-409\n98-409PCT\n98-409 EP\n98-410\n98-412\n98-414\n98-417\n98-418\n98-426\n98-427\n98-428\n98-429\n98-430\n98-432\n98-433\n98-437\n99-401\n99-405\n99-406\n99-406PCT\n99-407\n99-408\n99-409\n99-410\n99-426PRO\n99-403\n99-701\n99-702\n99-703\n97-408\n97-409\n97-415\n97-417\n97-417 AU\n97-417 CN\n97-417 EP\n97-417 JA\n97-426\n97-430\n97-447\n97-447 JA\n97-457\n97-457 AU\n97-457 CN\n97-457 FR\n97-457 GB\n97-457 GW\n97-458\n97-459\n97-459 DK\n97-459 EP\n97-459 FR\n97-459 GB\n97-459 GW\n97-459 IT\n97-464\n97-467\n97-467 FR\n97-467 GB\n97-467 GW\n97-467 JA\n97-471\n97-474\n98-438\n99-414\n99-415\n99-420\n99-421\n99-422\n99-427\n99-430\n99-435\n99-442\n99-443\n99-445\n99-449\n99-451\n99-454\n99-455\n99-460\n99-463PRO1\n99-464PRO1\n99-465\n99-466\n99-467\n99-471\n00-4008\n00-4012\n00-4013\n00-4015\n97-460 CPA\n99-301\n99-302\n99-303\n99-304\n99-305\n99-306\n99-307\n99-310\n99-311\n99-312\n99-313\n99-315\n99-316\n99-317\n99-318\n99-319\n00-3001\n00-3002\n00-3003\n00-3004\n00-3005\n00-3006\n00-3007\n00-3008\n00-4019\n00-4020\n00-4025\n00-4009\n98-809\n98-814\n98-501\n98-507\n98-502\n98-503\n98-508\n99-502\n99-503\n88-3-429\n89-3-672\n94-3-711 CN\n94-3-711 EP\n94-3-711 JA\n94-3-726\n96-3-507\n96-3-511\n96-3-511 CON 1\n97-809\n97-809 PCT\n97-813\n97-813 PCT\n97-814\n97-814 PCT\n97-816\n97-816 PCT\n97-822\n97-822 EP\n97-822 PCT\n98-801\n98-801 PCT\n98-802 C1 PCT\n98-802 CIP 1\n98-803\n98-803 PCT\n98-804\n98-806\n99-806\n99-807\n99-808\n99-810\n99-833\n99-837\n99-838\n99-845\n99-864\n99-865\n99-866\n99-867\n99-969\n99-970\n99-973\n97-450CPA\n97-450PCT\n97-450AU\n97-450CN\n97-450EP\n97-450JA\n97-450NZ\n99-313\n\n\n\n\n                                       16\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7628,9246],"corporate_contracts_industries":[9510,9519],"corporate_contracts_types":[9613,9616],"class_list":["post-42361","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-genuity-inc","corporate_contracts_companies-verizon-communications-inc","corporate_contracts_industries-technology__programming","corporate_contracts_industries-telecommunications__telephone","corporate_contracts_types-operations","corporate_contracts_types-operations__ip"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42361","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42361"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42361"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42361"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42361"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}