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| IDARQ.PK > SEC Filings for IDARQ.PK > Form 8-K on 5-Nov-2009 | All Recent SEC Filings |
5-Nov-2009
Entry into a Material Definitive Agreement, Financial Statements and Exhibits
Master Outsourcing Services Agreement
On October 30, 2009, Idearc Media Services - West Inc. ("Idearc West"), a subsidiary of Idearc Inc. (the "Company"), entered into a Master Outsourcing Services Agreement (the "Agreement") with Tata American International Corporation and TATA Consultancy Services Limited (collectively, "TATA") pursuant to which TATA will provide internal publishing and production functions to Idearc West to achieve significant long-term operational cost savings, variable costs, and increased flexibility to adapt to changing technology and business needs. Idearc West will pay to TATA approximately $55.6 million in fees for services provided pursuant to the Agreement for a term of five years.
Idearc West has the right to terminate the Agreement for convenience (must pay a termination fee) or upon a change in control. Idearc West may also terminate the Agreement for cause. TATA may terminate the Agreement due to non-payment. Upon any termination, TATA is required to provide up to 15 months of termination assistance services. In addition, Idearc West may extend the Agreement's initial five year term for up to two additional one-year periods. Pricing terms in any extension period will be renegotiated by the parties.
Prior to executing the Agreement, Idearc West and TATA had an existing information technology relationship.
The foregoing summary of the Agreement does not purport to be complete and is qualified in its entirety by the actual text of the Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
(d) Exhibits
Exhibit No. Description
10.1* Master Outsourcing Services Agreement, dated October 30, 2009 **
** The Company agrees to furnish a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.
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