This Agreement is made this 21st day of January 2003 by and between Lucent Technologies Inc., a Delaware
corporation having a principal place of business at 600 Mountain Avenue, Murray Hill, New Jersey 07974
("Lucent") and mPhase Technologies Inc., a New Jersey corporation located at 587 Connecticut Avenue,
Norwalk, Connecticut 068545 ("mPhase") (each individually, "a Party" and, collectively, "the Parties"}.
WHEREAS, mPhase wishes to use the Lucent Technologies name and Logo and the slogan TECHNOLOGY
BY LUCENT TECHNOLOGIES on printed circuit boards, product packaging and in printed marketing
materials ("Approved Uses") in connection with its multi-access product (the "Goods") and Lucent wishes to
permit mPhase to do so.
NOW THEREFORE, the Parties, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, agree as follows:
1. mPhase may apply only the exact logo shown on Schedule A of this Agreement (the "Lucent Co-Branding
Logo"} in Approved Uses for mPhase's Goods.
2. mPhase agrees to abide by the guidelines appearing on Schedule B of this Agreement specifying the
dimensions, requirements and specifications, and the review process related to use of the Lucent Co-Branding
Logo. mPhase understands that these guidelines may be updated from time to time and agrees to abide by those
updates as well as the guidelines provided herein.
3. In the event that mPhase's use of the Lucent Co-Branding Logo, in the sole judgment of Lucent, may adversely
affect Lucent's rights to the mark shown on Schedule A or the marks and names LUCENT, LUCENT
TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written notification to
mPhase, terminate this Agreement.
4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo nor to the marks LUCENT,
LUCENT TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, by its use and that any use of the
Lucent Co-Branding Logo by mPhase inures to the benefit of Lucent.