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EX 10.16.31+
Both parties have executed this Agreement by their duly authorized officers as of the Effective Date.
[*****] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission.
Confidential treatment has been requested with respect to the omitted portions.
PAGE 1 OF 1
TERRITORY LICENSE NO. 11
Quick Reference Title:
[*****] Route Guidance Applications (for [*****])
Pursuant to the Data License Agreement between HERE and Client dated as of the effective date identified therein and
reiterated below (“ Agreement ”),
HERE and Client hereby agree to the following additional terms and conditions. For
purposes of this TL, “HERE”
shall be deemed to also include HERE Europe B.V., which agrees by signing below to be
bound by the terms and conditions contained in the Agreement. This TL shall additionally consist of any exhibits and
schedules attached hereto. Capitalized terms not otherwise defined in the Agreement or in this TL (including any exhibits,
schedules or attachments hereto) shall have the meanings set forth in Section VII below.
Client: Telenav, Inc.
Effective Date of Data License
Agreement: December 1, 2002
Effective Date of Territory License: Date of last signature below
Territory License Term
The term of this TL shall commence on the Effective Date of this TL and continue for a period of fifteen (15) years from
the Effective Date, unless terminated as provided in the Agreement (“ TL Term ”)
provided, however that
notwithstanding anything to the contrary in the Agreement, in the event the TL Term conflicts with the term of the
Agreement, the TL Term shall control, but only with respect to this specific TL, and the term of the Agreement shall
continue for the duration of this TL Term. At the time that [*****] ceases production of [*****], the license rights set
forth herein shall be limited, for the duration of the TL Term, to (i) compiling updated versions of the Data made available
by HERE and (ii) distributing such updated Compiled Data in the form of update Copies or a master copy of updated
Compiled Data to the applicable party to which appropriate rights have been granted to distribute update Copies (“
Update
License Rights”).
Notwithstanding the foregoing, if [*****] exercises its option to renew the agreement between Client
and [*****] for one or more additional [*****], Client shall provide written notice to HERE and all of the license rights
set forth in this TL shall continue to apply for such [*****] until such time that [*****] no longer exercises such option. In
such event, the Update License Rights shall automatically extend for a period of ten (10) years following the time at which
[*****] ceases production of the last [*****] for which [*****] has exercised its option to renew.