Map Server License Agreement

　　3.3 data. as of the effective date, aaa has licenses to use the data for aaa's own business purposes. to the extent aaa has the right to sublicense rights in data to bbb for bbb's business purposes, aaa hereby does so sublicense the data for use in connection with maps and the data dump. to the extent aaa does not have the right to sublicense data to bbb and to the extent such sublicense is necessary for the purposes of the services described in section 2.3 above, aaa shall use reasonable efforts to assist bbb to obtain licenses in such data, at bbb's expense. additionally, bbb agrees that it shall not license the data, in any manner, to third parties that produce products or services that are competitive with the aaa geography product unit's or the learning business unit's products or services without the prior approval of aaa, which approval shall not be unreasonably withheld or delayed.

　　3.4 bbb updates to server technology. bbb, on behalf of itself and its affiliates, hereby irrevocably conveys and assigns to aaa, and agrees to assign to aaa, all right, title and interest in any copyrights in the bbb updates, and in all renewals and extensions of those copyrights that may be secured under the laws now or hereafter in force and effect in the united states of america or in any other country or countries.

　　4. payments

　　4.1 server technology. aaa shall provide the licenses in the server technology to bbb free of charge. commencing upon the launch date, bbb may, but shall not be required to, develop bbb updates to the server technology, but to the extent they are developed they shall promptly be delivered to aaa.

　　4.2 payment schedules. the payment schedules for services delivered under this agreement and prior to the effective date of this agreement are on exhibit f attached hereto.

　　4.3 most favored nation. aaa will not charge bbb a price for services rendered under this agreement, or provide bbb with a level of service, that is less favorable than the rates charged or the services provided to any third party unless such third party agrees to  use maps more frequently than bbb's then current actual usage of maps.

　　5. confidential information. the parties understand and acknowledge that each of them (and their respective employees, consultants and subcontractors) may have disclosed to it, in connection with the rendition of services and performance of their obligations of this agreement, confidential and/or proprietary information of the other party. the terms and conditions of that certain nondisclosure agreement between the parties, dated _________,_________,_________(m,d,y), shall apply to all such confidential and proprietary information. aaa and bbb each agree that the terms and conditions of this agreement, including its attachments, will be deemed to constitute, and be treated as, confidential information pursuant to this section 5.