Embarq (EQ)

Software and Proprietary Information Agreement

On the Distribution Date, Embarq entered into a software and proprietary information agreement with Sprint Nextel (the “Software Agreement”) that gives Embarq ownership of certain internally developed software, proprietary information and related materials. Under the Software Agreement, Embarq and Sprint Nextel have each granted to the other a perpetual license to certain software, proprietary information and materials of the other party that each company was using in its respective businesses as of the Distribution Date and to certain software, proprietary information, and materials possessed by Embarq on the Distribution Date. The software and proprietary information agreement also provides for future additional licensing arrangements related to proprietary information and materials that were in the possession of the parties on the Distribution Date.

Software and Proprietary Information Agreement

The software and proprietary information agreement with Sprint Nextel gives us ownership of internally developed software, proprietary information and materials that are primarily used by us, being developed primarily for our use, are solely in our possession on the distribution date or that are specifically agreed upon by the parties. We and Sprint Nextel will each also have a perpetual license to the other’s software, proprietary information or materials that we use in our respective businesses as of the distribution date and to software, proprietary information, and materials that we possess on the distribution date, but only if the item is reasonably required for our respective businesses as we conduct them before spin-off or if we have identified them for future use in a written development plan at the time of spin-off. After five years, each party will also grant a license to the other party for other software, technical proprietary information and materials that were in the party’s possession on the distribution date and that were not the subject of a claim for unauthorized use within three years after the distribution date. To the extent that software, proprietary information or materials are subject to Sprint Nextel patents, the rights to that intellectual property will be governed under the patent agreement between the parties if there is a conflict between the patent agreement and the software and proprietary information agreement.