Common use of Most Favored Customer Status Clause in Contracts

Most Favored Customer Status. (a) With respect to the deployment of the Initial System (including any Expansions or additions to the Initial System within the context of the Initial System pursuant to the terms of this Contract), the Owner will be deemed one of the Vendor's most important and favored Customers and will always receive priority in terms of availability and quantity of Products, Engineering and Services no less favorable than any other Customer of the Vendor and in any event always in accordance with the terms of this Contract, including, but not limited to, Exhibit A2. At any time during the Term, the Owner will receive PCS Products, Engineering and Services at prices and on payment terms and all other contract terms, including financing terms, no less favorable to the Owner (when viewed collectively) than those offered or available to any other Customer (other than Initial Affiliates and/or Additional Affiliates pursuant to the terms of this Contract) of the Vendor for use of such Items within the United States who are involved in transactions and/or arrangements of similar or lesser volumes (for the purposes hereof, the Owner's volume will always be deemed to be at least the level of the Initial Commitment plus any more PCS Products, Services and/or Engineering ordered at such time during the Term of this Contract). (b) On an annual basis throughout the Term of this Contract commencing on the Effective Date the Vendor will be required to audit its offering of all CDMA PCS Products, engineering and services provided to the then-existing ten (10) largest of its Customers (other than Initial Affiliates and/or Additional Affiliates pursuant to the terms of this Contract) (based on volume purchased or to be purchased) in the preceding calendar year and certify to the Owner in a certificate executed by a duly authorized officer of the Vendor (the "MFC Certificate") that the Owner has in fact received the prices, payment and other contract terms, availability and quantity of and on Products, Engineering and Services in accordance with the terms of clause (a) above. (c) To the extent the Owner determines pursuant to clause (b) above, or otherwise, that the Vendor has not in fact complied with the terms of clause (a) above the Owner will have thirty (30) Business Days from receipt of the MFC Certificate to provide the Vendor with a written claim for Product and/or Engineering and/or Service pricing rebates on future purchases under this Contract based upon the Owner's reasonable calculation of the impact on the Owner of the Vendor's failure to comply with clause (a) of this subsection 26.1. The Owner's written claim will specify the reasoning underlying its claim. To the extent the Vendor disagrees with any such claim for such pricing rebates made by the Owner pursuant to this clause (c) the Vendor will have the right within ten (10) Business Days of receiving the Owner's written rebate claim to request management escalation of the matter as provided in subsection 23.1. In the event that the Parties have not resolved the matter within ten (10) Business Days after commencement of such escalation, either Party will have the right to submit the Owner's claim and the Vendor's written response thereto to an Independent Auditor who will have the authority only to determine whether the Vendor is in non-compliance with the terms of clause (a) above and whether the Owner's calculation of the claimed pricing rebate is fair and reasonable in light of the Vendor's non-compliance with the terms of clause (a) above. Any such independent determination will be made upon specific procedures and a set of factors mutually agreed by the Parties. The Vendor will provide to the Independent Auditor records and summaries of its agreements with such ten (10) largest Customers pursuant to and in accordance with the terms of this subsection 26.1. The Independent Auditor's determination must be made and delivered to both the Vendor and the Owner within ten (10) Business Days of receiving the request from the Vendor. The report of the Independent Auditor will not be determinative of the Owner's right to pricing rebates under this clause, and any dispute between the Vendor and the Owner as to such matter after the Independent Auditor has rendered its opinion may be referred to arbitration as provided in subsection 23.2; provided that the report of such Independent Auditor will be admissible as evidence in any such arbitration. The Party requesting a determination by an Independent Auditor will bear the cost of the auditor, provided that, if the other Party's position is not supported by the Independent Auditor, such other Party will bear any such cost.

Most Favored Customer Status. (a) With respect to the deployment of the Initial ---------------------------- System (including any Expansions or additions to the Initial System within the context of the Initial System pursuant to the terms of this Contract), the Owner will be deemed one of the Vendor's most important and favored Customers Customer and will always receive priority in terms of price, availability and quantity of CDMA 1900 Products, Engineering and Services no less favorable than any other Customer of the Vendor and in any event always in accordance with the terms of this Contract, including, but not limited to, Exhibit A2Services. At any time during the Term, [ ] the Owner will receive PCS Products, Engineering and Services at prices and on payment terms and all other contract terms, including financing terms, no less favorable to the Owner (when viewed collectively) than those offered or available to any other Customer (other than Initial Affiliates and/or Additional Affiliates pursuant to the terms of this Contract) of the Vendor for use of such Items within the United States who are involved in transactions and/or arrangements of similar or lesser volumes (for the purposes hereof, the Owner's volume will always be deemed to be at least the level of the Initial Commitment plus any more PCS Products, Services and/or Engineering ordered at such time during the Term of this Contract)Vendor. (b) On an annual basis throughout the Term of this Contract commencing on the Effective Date the Vendor will be required to audit its offering pricing of all CDMA PCS Products1900 products, engineering and services provided to the then-existing ten (10) largest all of its Customers (other than Initial Affiliates and/or Additional Affiliates pursuant to the terms of this Contract) (based on volume purchased or to be purchased) in the preceding calendar year and certify to the Owner in a certificate executed by a duly authorized officer of the Vendor (the "MFC Certificate") that the Owner has in fact received the prices, payment and other contract terms, availability and quantity of and on Products, Engineering and Services in accordance with the terms of clause (a) above. The annual MFC Certificate delivered to the Owner in accordance with this subsection 26.1 will be subject to verification by an independent, reputable and nationwide public accounting firm reasonably acceptable to the Owner and at the sole cost and expense of the Vendor. (c) To the extent the Owner determines that it is determined pursuant to clause (b) above, or otherwise, above that the Vendor has not in fact complied with the terms of clause (a) above the Owner will have thirty (30) Business Days business days from receipt of the MFC Certificate as verified by the independent public accountant to provide the Vendor with a written claim for Product and/or Engineering and/or Service pricing rebates on future purchases under this Contract based upon the Owner's reasonable calculation of the impact on the Owner of the Vendor's failure to comply with clause (a) of this subsection 26.1. The Owner's written claim will specify the reasoning underlying its claim. To the extent the Vendor disagrees with any such claim for such pricing rebates made by the Owner pursuant to this clause (c) the Vendor will have the right within ten (10) Business Days business days of receiving the Owner's written rebate claim to request management escalation of the matter as provided in subsection 23.1. In the event that the Parties have not resolved the matter within ten (10) Business Days after commencement of such escalation, either Party will have the right to submit the Owner's claim and the Vendor's written response thereto to an Independent Auditor who will have the authority only to determine whether the Vendor is in non-compliance with the terms of clause (a) above and whether the Owner's calculation of the claimed pricing rebate is fair and reasonable in light of the Vendor's non-compliance with the terms of clause (a) above. Any such independent determination will be made upon specific procedures and a set of factors mutually agreed by the Parties. The Vendor will provide to the Independent Auditor records and summaries of its agreements with such ten (10) largest Customers pursuant to and in accordance with the terms of this subsection 26.1. The Independent Auditor's determination must be made and delivered to both the Vendor and the Owner within ten (10) Business Days business days of receiving the request from the Vendor. The report of Such determination once made by the Independent Auditor will be final and binding on the Parties and will not be determinative of the Owner's right subject to pricing rebates under this clause, and any dispute between the Vendor and the Owner as to such matter after the Independent Auditor has rendered its opinion may be referred to arbitration as provided in subsection 23.2; provided that the report of such Independent Auditor will be admissible as evidence in any such arbitration. The Party requesting a determination by an Independent Auditor will bear the cost of the auditor, provided that, if the other Party's position is not supported by the Independent Auditor, such other Party will bear any such costfurther modification.

Most Favored Customer Status. (a) With respect to the deployment of ---------------------------- the Initial System (including any Expansions or additions to the Initial System within the context of the Initial System pursuant to the terms of this Contract), the Owner will be deemed one of the Vendor's most important and favored Customers and will always receive priority in terms of availability and quantity of Products, Engineering and Services no less favorable than any other Customer of the Vendor and in any event always in accordance with the terms of this Contract, including, but not limited to, Exhibit A2. At any time during the Term, the Owner will receive PCS Products, Engineering and Services at prices and on payment terms and all other contract terms, including financing terms, no less favorable to the Owner (when viewed collectively) than those offered or available to any other Customer (other than Initial Affiliates and/or Additional Affiliates pursuant to the terms of this Contract) of the Vendor for use of such Items within the United Unites States who are involved in transactions and/or arrangements of similar or lesser volumes (for the purposes hereof, the Owner's volume will always be deemed to be at least the level of the Initial Commitment plus any more PCS Products, Services and/or Engineering ordered at such time - - ---- during the Term of this Contract.). (b) On an annual basis throughout the Term of this Contract commencing on the Effective Date the Vendor will be required to audit its offering of all CDMA PCS Products, engineering and services provided to the then-existing ten (10) largest of its Customers (other than Initial Affiliates and/or Additional Affiliates pursuant to the terms of this Contract) (based on volume purchased or to be purchased) in the preceding calendar year and certify to the Owner in a certificate executed by a duly authorized officer of the Vendor (the "MFC Certificate") that the Owner has in fact received the prices, payment and other contract terms, availability and quantity of and on Products, Engineering and Services in accordance with the terms of clause (a) above. (c) To the extent the Owner determines pursuant to clause (b) above, or otherwise, that the Vendor has not in fact complied with the terms of clause (a) above the Owner will have thirty (30) Business Days from receipt of the MFC Certificate to provide the Vendor with a written claim for Product and/or Engineering and/or Service pricing rebates on future purchases under this Contract based upon the Owner's reasonable calculation of the impact on the Owner of the Vendor's failure to comply with clause (a) of this subsection 26.1. The Owner's written claim will specify the reasoning underlying its claim. To the extent the Vendor disagrees with any such claim for such pricing rebates made by the Owner pursuant to this clause (c) the Vendor will have the right within ten (10) Business Days of receiving the Owner's written rebate claim to request management escalation of the matter as provided in subsection 23.1. In the event that the Parties have not resolved the matter within ten (10) Business Days after commencement of such escalation, either Party will have the right to submit the Owner's claim and the Vendor's written response thereto to an Independent Auditor who will have the authority only to determine whether the Vendor is in non-compliance with the terms of clause (a) above and whether the Owner's calculation of the claimed pricing rebate is fair and reasonable in light of the Vendor's non-compliance with the terms of clause (a) above. Any such independent determination will be made upon specific procedures and a set of factors mutually agreed by the Parties. The Vendor will provide to the Independent Auditor records and summaries of its agreements with such ten (10) largest Customers pursuant to and in accordance with the terms of this subsection 26.1. The Independent Auditor's determination must be made and delivered to both the Vendor and the Owner within ten (10) Business Days of receiving the request from the Vendor. The report of the Independent Auditor will not be determinative of the Owner's right to pricing rebates under this clause, and any dispute between the Vendor and the Owner as to such matter after the Independent Auditor has rendered its opinion may be referred to arbitration as provided in subsection 23.2; provided that the report of such Independent -------- ---- Auditor will be admissible as evidence in any such arbitration. The Party requesting a determination by an Independent Auditor will bear the cost of the auditor, provided that, if the other Party's position is not supported by the -------- ---- Independent Auditor, such other Party will bear any such cost.

Most Favored Customer Status. (a) With respect to the deployment of the Initial System all Products ---------------------------- (including any Expansions or additions to New Products ordered by the Initial System within the context of the Initial System Owner pursuant to the terms of this ContractAgreement), the Owner will be deemed one of the Vendor's most important and favored Customers and will always receive priority in terms of availability and quantity of Products, Engineering and Services no less favorable than any other Customer of the Vendor and will always throughout the [ ]. Notwithstanding the above, the Vendor will not be obligated to provide such priority to Owner if providing such priority either (i) would cause the Vendor, QUALCOMM or Sony (including their respective affiliates) to breach any of their then-existing contracts and/or any Applicable Law, or (ii) if the Owner elects to exercise any of its remedies, as specified in any event always in accordance with the terms of this Contract, including, but not limited to, Exhibit A2subsection 4.2. At any time during the Term, the Owner will receive PCS Products, Engineering and Services at prices and on payment terms and all other contract terms, Products (including financing terms, no less favorable to any New Products ordered by the Owner (when viewed collectively) than those offered or available to any other Customer (other than Initial Affiliates and/or Additional Affiliates pursuant to the terms of this ContractAgreement) at prices (prior to taking into account price increases due to customization specific to the Owner; [ ]. For the purposes of subsection 3.3 only, "Customer" will not include any (i) OEM Customer or (ii) any other Customer who is only receiving Products from the Vendor (or its affiliates) as a piece of a larger telecommunications, engineering and/or design contract (other than with respect to Products sold under a contract(s) with a third party to the extent that (x) the price differential between the Product(s) sold under such third party contract (taking into account corresponding time periods) multiplied by the number of units of ---------- -- Product(s) to be sold under such third party contract (at a lower price), is (y) greater than [ ] of the Vendor for use total contract value of such Items within the United States who are involved in transactions and/or arrangements of similar or lesser volumes (for the purposes hereofthird party contract), the Owner's volume will always be deemed to be at least primary purpose of which is not the level sale or supply of the Initial Commitment plus any more PCS Products, Services and/or Engineering ordered at such time during the Term of this Contract)Subscriber Units. (b) On an annual basis throughout the Term of this Contract Agreement commencing on the Effective Date Date, each of the Vendor Vendor, Sony and QUALCOMM will be required to audit its offering their pricing of all CDMA PCS Products, engineering and services similar products provided to all of their customers selling or using or intending to sell or use the then-existing ten (10) largest of its Customers (other than Initial Affiliates and/or Additional Affiliates pursuant to Products in the terms of this Contract) (based on volume purchased or to be purchased) Territory in the preceding calendar year and certify to the Owner in a certificate (or in separate certificates) executed by a duly authorized officer of the Vendor each such entity (the "MFC Certificate") that the Owner has in fact received the prices, payment prices and other contract terms, availability and quantity of and on Products, Engineering and Services Products in accordance with the terms of clause (a) above. (c) To the extent the Owner determines pursuant to clause (b) above, or otherwise, that the Vendor has not in fact complied with the terms of clause (a) above the Owner will have thirty (30) Business Days from receipt of the MFC Certificate to provide the Vendor with a written claim for Product and/or Engineering and/or Service pricing rebates on future purchases under this Contract based upon the Owner's reasonable calculation of the impact on the Owner of the Vendor's failure to comply with clause (a) of this subsection 26.1. The Owner's written claim will specify the reasoning underlying its claim. To the extent the Vendor disagrees with any such claim for such pricing rebates made by the Owner pursuant to this clause (c) the Vendor will have the right within ten (10) Business Days of receiving the Owner's written rebate claim to request management escalation of the matter as provided in subsection 23.1. In the event that the Parties have not resolved the matter within ten (10) Business Days after commencement of such escalation, either Party will have the right to submit the Owner's claim and the Vendor's written response thereto to an Independent Auditor who will have the authority only to determine whether the Vendor is in non-compliance with the terms of clause (a) above and whether the Owner's calculation of the claimed pricing rebate is fair and reasonable in light of the Vendor's non-compliance with the terms of clause (a) above. Any such independent determination will be made upon specific procedures and a set of factors mutually agreed by the Parties. The Vendor will provide to the Independent Auditor records and summaries of its agreements with such ten (10) largest Customers pursuant to and in accordance with the terms of this subsection 26.1. The Independent Auditor's determination must be made and delivered to both the Vendor and the Owner within ten (10) Business Days of receiving the request from the Vendor. The report of the Independent Auditor will not be determinative of the Owner's right to pricing rebates under this clause, and any dispute between the Vendor and the Owner as to such matter after the Independent Auditor has rendered its opinion may be referred to arbitration as provided in subsection 23.2; provided that the report of such Independent Auditor will be admissible as evidence in any such arbitration. The Party requesting a determination by an Independent Auditor will bear the cost of the auditor, provided that, if the other Party's position is not supported by the Independent Auditor, such other Party will bear any such cost.of