0001193125-06-216236 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • October 27th, 2006 • Idearc Inc. • Miscellaneous publishing • Delaware

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [ ], 200[_] between IDEARC INC., a Delaware corporation (the “Company”), and [name] (“Indemnitee”).

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DISTRIBUTION AGREEMENT BETWEEN VERIZON COMMUNICATIONS INC. AND IDEARC INC. DATED AS OF , 2006
Distribution Agreement • October 27th, 2006 • Idearc Inc. • Miscellaneous publishing • New York

This DISTRIBUTION AGREEMENT (this “Agreement”), dated as of , 2006, between Verizon Communications Inc., a Delaware corporation (“Verizon”), and Idearc Inc., a Delaware corporation and wholly owned subsidiary of Verizon (“Spinco” and together with Verizon, the “Parties”).

EMPLOYEE MATTERS AGREEMENT by and between Verizon Communications Inc. and Idearc Inc. dated as of [ ], 2006
Employee Matters Agreement • October 27th, 2006 • Idearc Inc. • Miscellaneous publishing • New York

This Employee Matters Agreement (this “Agreement”), dated as of , 2006 is by and between Verizon Communications Inc., a Delaware Corporation (“Verizon”), and Idearc Inc., a Delaware Corporation (“Idearc” and together with Verizon, each a “Party” and collectively, the “Parties”), and effective as of the Distribution Date.

TAX SHARING AGREEMENT
Tax Sharing Agreement • October 27th, 2006 • Idearc Inc. • Miscellaneous publishing • New York

This Tax Sharing Agreement (this “Agreement”) is entered into as of , 2006 between Verizon Communications Inc., a Delaware corporation (“Verizon”), and Idearc Inc., a Delaware corporation and wholly owned subsidiary of Verizon (“Spinco” and together with Verizon, the “Parties”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed to such terms in the Distribution Agreement, dated as of , 2006, between Verizon and Spinco (the “Distribution Agreement”).

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