Modification of Qwest Directory Branding. The Parties acknowledge that (a) the QDB may vary according to geography (e.g., between or within Service Areas) or type of Directory Product (e.g., Primary Directories v. Secondary Directories, White Pages v. Yellow Pages, and different categories of Secondary Directories); and (b) QC will, from time to time, reasonably update or modify the QDB to incorporate changes in the trademarks, service marks, trade names, and trade dress generally used by QC. In addition, QC may, from time to time and in its sole discretion, update or modify the QDB, provided that any such updates or modifications do not impose on Publisher unreasonable burdens or expenses (e.g., with respect to color, font or texture) that are not otherwise required to comply with regulatory or legal requirements imposed on the Service Area LEC or the Directory Products published pursuant to the Publishing Agreement. QC will provide Publisher with reasonable advance notice of (i) anticipated changes in the QDB and related branding and marketing policies and strategies that materially affect Publisher's obligations under this Branding Exhibit, and (ii) related changes in trademark, service xxxx, trade name, trade dress and other branding requirements. Such requirements shall constitute the "QDB" for the applicable Directory Products affected by such requirements. The Parties will cooperate to incorporate modifications to the QDB into future Directory Products as Publishing Agreement for Official Listing/Directories Execution Copy soon as reasonably possible, consistent with Publisher's publishing schedule. As part of the foregoing, if during the term of the Publishing Agreement, any entity succeeds to the local exchange carrier business of QC in one or more Service Areas as a result of a Change in Control of all or any portion of QC and such successor substitutes another name and branding for the name and branding generally used in such local exchange carrier business, QC shall update the QDB for such local exchange carrier business to include the substituted name and branding, provided that Publisher (in an agreement directly with the successor), agrees to, and complies with, the name and branding requirements applied by such successor from time to time. QC shall have no other obligation to update the QDB to include the trademarks, service marks, trade names or trade dress of any successor. In any event, nothing in the foregoing will affect Publisher's right to describe itself, in accordance with...
