May 16, 2011 LETTER AGREEMENT BETWEEN CLEAR WIRELESS, LLC AND ERICSSON INC.

Exhibit 10.6

CONFIDENTIAL TREATMENT REQUESTED UNDER
17 C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.24b-2.
[*****] INDICATES OMITTED MATERIAL THAT IS THE
SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST
FILED SEPARATELY WITH THE COMMISSION.
THE OMITTED MATERIAL HAS BEEN FILED
SEPARATELY WITH THE COMMISSION.

May 16, 2011

LETTER AGREEMENT BETWEEN CLEAR WIRELESS, LLC AND ERICSSON INC.

This letter serves as an agreement between Clear Wireless, LLC (“Clearwire”) and Ericsson Inc. (“Ericsson”) as to the process for updating baseline service levels in Attachment 3 to Exhibit G (“Service Levels and Key Performance Indicators”) to the May 16, 2011 Additional Service Order.

Clearwire will have until July 15, 2011 to update Attachment 3 baseline service levels [*****] Upon verification by Ericsson, the updated baseline service levels will be incorporated into Attachment 3. The new, updated Attachment 3 will then be made a part of and incorporated into the Exhibit G and the May 16, 2011 Additional Service Order.

In the event Clearwire and Ericsson teams disagree as whether the Clearwire-proposed updated baseline service levels should be incorporated into Attachment 3, the dispute will be promptly escalated to the Governance Executive Board for prompt resolution.

AGREED:

Clear Wireless, LLC		Ericsson Inc.
/s/ ▇▇▇▇ ▇▇▇▇▇▇   Signature		/s/ ▇▇▇▇▇ ▇▇▇▇▇▇   Signature
▇▇▇▇ ▇▇▇▇▇▇		▇▇▇▇▇ ▇▇▇▇▇▇
Name		Name
COO		EVP & GM
Title		Title
5/16/11		5/16/2011
Date		Date

CLEARWIRE AND SUPPLIER CONFIDENTIAL

Clear Wireless LLC- Additional Services Order

Managed Services Agreement

ERICSSON INC. (“Supplier”), upon acceptance of this Additional Services Order by Clear Wireless LLC (“Clearwire”), an Affiliate of Sprint Nextel Corporation and Affiliate of Sprint/United Management Company (“Sprint”), agrees to provide to Clearwire, and Clearwire agrees to purchase from Supplier, under the terms and conditions of this Additional Services Order and those contained in the Managed Services Agreement between Sprint and Supplier, dated as of July 7, 2009 (the “Agreement”), a copy of which is attached hereto as Attachment 1, and which is specifically incorporated herein by this reference except as noted below, the Additional Services described below:

	1.		This Additional Services Order (the “ASO”) is issued in accordance with the Agreement, Section 2.9, Affiliate Transactions, and Section 2.10, Additional Service Orders, and documents the additional Services, Fees and variations from the Agreement terms and conditions that Clearwire and Supplier have agreed to in order to allow Supplier to assume responsibility for the management of the Clearwire network and related resources. For purposes of this ASO, all references to Sprint in the Agreement will be interpreted to mean Clearwire and all references to Exhibits, Attachments and other similar documents will be interpreted to mean the equivalent Clearwire Exhibits, Attachments or other similar documents attached to or referenced within this ASO.
			Effective dates for this Additional Services Order:
			This ASO will commence on May 16, 2011 (the “ASO Effective Date”) and will continue for a period of seven (7) years after the Service Commencement Date unless extended or earlier terminated in accordance with the terms of the Agreement (“ASO Term”).
			The former Clearwire employees to whom Supplier will offer employment to provide Services under this Additional Services Order are listed in Attachment 1 to Exhibit L of this ASO. Upon acceptance of the Supplier offers of employment in accordance with Exhibit L of this ASO, each will become Clearwire Designated Personnel and become employed by Supplier effective on the Clearwire Designated Personnel Transfer Date (the “Clearwire Designated Personnel Transfer Date”), which for this ASO will be June 27, 2011.
			June 27, 2011 will also be the “Clearwire Service Commencement Date” for the transfer of responsibility to Supplier for the in-scope activities which are described in Exhibit C, Statement of Work, and Exhibit D, Responsibility Matrix, to this ASO, to support the Objects of Service identified in Exhibit F of this ASO, at the Locations identified in Exhibit H of this Additional Services Order.

CLEARWIRE AND SUPPLIER CONFIDENTIAL

			Clearwire and Ericsson each agrees to fully cooperate during the period between ASO Execution and Service Commencement to assure that all applicable transition activities are accomplished, in accordance with Exhibit B, prior to the Service Commencement Date, and that all employees are fully informed and treated fairly during the process and so that there is a smooth, clean and efficient hand-off of responsibility for the Services from Clearwire to Ericsson as of the Service Commencement Date and thereafter. The employee transition process will be as documented in the ASO, Exhibit L.
	2.		The definitions applicable to this ASO will be as provided in Exhibit A to this ASO.
	3.		Transition Services applicable to this ASO will be as provided in Exhibit B to this ASO.
	4.		Services and Roles and Responsibilities for this ASO are as provided in the attached Exhibit C and Exhibit D to this ASO. Notwithstanding the foregoing, it is the intent of the Parties to use the original Exhibit C as a basis for defining possible additional Services that Clearwire may elect to add to this ASO at a later date. The Parties further agree to negotiate in good faith any additional terms and conditions that may be required to reasonably add such Clearwire requested services to this ASO under the then existing circumstances.
	5.		Exhibit E, Transformation, is not being used for this ASO. However, Supplier will keep Clearwire reasonably informed as to the Supplier transformation activities, to include the new processes, tools and other actions implemented to improve the quality and efficiency of Clearwire’s network operations to include utilizing resources outside the United States. Supplier will have the sole control of the content and timing of all transformation activities. In all events, Ericsson will carry out the transformation activities so as to minimize, to the maximum extent reasonably achievable, any adverse material effect upon Clearwire, Clearwire systems, and upon the quality or continuity of the Services.
	6.		Objects of Service applicable to this ASO will be as provided in the attached Exhibit F to this ASO.
	7.		Service Levels or Key Performance Indicators (“KPI”s) applicable to this ASO will be as provided in the attached Exhibit G to this ASO.
	8.		Locations applicable to this ASO will be as provided in the attached Exhibit H to this ASO.
	9.		Included Assets for this Additional Services Order will be as provided in the attached Exhibit I to this ASO.

CLEARWIRE AND SUPPLIER CONFIDENTIAL

	10.		Initial Contracts and Licenses for this Additional Services Order will be as provided in the attached Exhibit J and Exhibit K to the ASO.
	11.		Human Resources Requirements for this ASO will be as provided in the attached Exhibit L to this Additional Services Order.
	12.		Governance for this ASO will be as provided in the attached Exhibit M to this ASO.
	13.		Fees and Payments for the Services described in this ASO will be as provided in the attached Exhibit N to this ASO.
	14.		Security Requirements for this ASO will be as provided in the attached Exhibit P to this ASO.
	15.		The list of Clearwire Competitors for this ASO is attached is attached as Exhibit U to this ASO.
	16.		The list of Supplier Competitors for this ASO is attached as Exhibit X to this ASO.
	17.		The agreed to baseline documents for this ASO are attached as Exhibit Y to this ASO.
	18.		For avoidance of doubt, all original Exhibits and CD Indexes to the Agreement are hereby deleted in their entirety and are either replaced by the Exhibits identified above that are attached to this ASO or are not being used. The following original Exhibits are not being used as part of this ASO: E, O, Q, R, S, T, and W.
	19.		Special Terms and Conditions: The Agreement is hereby amended as follows:

	A.		Section 2.1.1, Agreement to Perform Services is hereby deleted in its entirety and replaced with the following:
			“Supplier will provide all the Services and Deliverables and fulfill all of the responsibilities and obligations described as Supplier’s responsibility and obligation in this Agreement (including in Exhibit C (Statement of Work) and Exhibit D (Responsibility Matrix)) and provide personnel, its expertise and the professional, technical and management services necessary and appropriate to do so in accordance with this Agreement. Supplier will initially deliver the volume and frequency of Services set forth in [*****] Except as otherwise expressly set forth in this Agreement, Supplier will be responsible for

CLEARWIRE AND SUPPLIER CONFIDENTIAL

			providing its own resources and Systems to provide the Services, but specifically excluding those elements, which are specifically identified to be made available by Clearwire, and other Systems specifically identified to be made available by Clearwire under this Agreement, including under Right-To- Use Agreements as set forth in Exhibit I.”
	B.		Section 2.1.3 (b) is hereby deleted in its entirety and replaced with the following:
			“(b) all services performed by the Designated Personnel during the six month period immediately following the Service Commencement Date and reasonably related to the Services otherwise called for herein; and”
	C.		Section 2.4.3 (b), Sprint Information Deficiencies, is hereby deleted in its Entirety and replaced with the following new section:
			[*****]
	D.		Section 2.6, Location of Services, is hereby deleted in its entirety and replaced with the following new section:
			Location of Services.
			2.6.1 Onshore Locations. Supplier will deliver the Services to all Clearwire locations that comprise Clearwire’s Network footprint as generally described in Exhibit H and the attachments thereto. With respect to Services to be performed within the United States of America, Supplier will deliver the Services from Supplier’s offices and other Supplier business locations, applicable Clearwire locations, and from other locations in the United States as reasonably determined by Supplier from time-to-time.
			2.6.2 Offshore Locations. Clearwire acknowledges that the pricing for Services set forth herein contemplates that certain types and volumes of Services are planned to be performed outside the United States of America, and that, subject to the process described in Section 2.6.3 below, Supplier has the unrestricted right to conduct applicable Services at non-US locations. Supplier will keep Clearwire reasonably informed as to the status of Supplier’s activities related to the Services being performed in non-US locations and the related resources being used. In all events, Ericsson will carry out the

CLEARWIRE AND SUPPLIER CONFIDENTIAL

			activities necessary to move Services to off-shore locations so as to minimize, to the maximum extent reasonably achievable, any adverse material effect upon Clearwire, Clearwire systems, and upon the quality or continuity of the Services.
			2.6.3 Initial Off-shoring Process
			(a) At least ninety (90) days prior to initiating any action to commence conducting any aspect of the Services in a location outside of the United States of America, Supplier will so notify Clearwire in writing of Supplier’s planned off-shoring activity and will specify (i) the tasks or functions to be conducted outside of the United States of America, (ii) the countries and specific locations where such Services will be provided , (iii) applicable data and physical security arrangements and related information, (iv) the Systems, Clearwire Data and Privacy Restricted Data to be located or stored in the United States of America that are to be accessed outside of the United States of America and (v) sufficient information for Clearwire to understand and evaluate the regulatory, security and privacy impacts of Supplier’s move.
			(b) Clearwire will respond to each Supplier notice off-shoring within thirty (30) calendar days after receipt, and inform Supplier in writing of any concerns it may have that are related to the proposed move. Supplier will then coordinate with Clearwire to discuss and resolve any issues or concerns that Clearwire has so identified before the move is initiated. In the event the Parties cannot reasonable resolve issues related to material regulatory, security, or privacy risks, or other perceived commercial risks to Clearwire’s business, then the Parties will escalate such issues to the Executive Steering Committee for immediate resolution. If The Executive Steering Committee in good faith determines that Supplier’s off-shoring plan is to be denied or significantly delayed, then the committee will also take into account the impact on Fees for the applicable Services that will result, and a fair and reasonable adjustment to such Fees.
			(c) Supplier understands and agrees that if Clearwire identifies particular Services that are to be provided to governmental customers, or other special customers, that have specific restrictions in their contracts with Clearwire that would preclude the provision of such Services from non-US locations, then Supplier will exclude the applicable Services for such customers from its offshoring plans and only conduct such restricted Services from locations within the United States or otherwise work with Clearwire to resolve any compliance issues.
			(d) Once Supplier has begun providing Services from a particular off-shore location, Supplier may thereafter continue to do so, and to provide additional Services from that location without the need to provide Clearwire with additional notice. In addition, Supplier may relocate Service tasks or functions

CLEARWIRE AND SUPPLIER CONFIDENTIAL

			among and within such off-shore locations without the need for further discussion with Clearwire, except as required to keep Clearwire reasonably informed per Section 2.6.2 above.
	E.		Section 4.1.2, Purchase of Included Assets is hereby deleted in its entirety.
	F.		The first paragraph of Section 6.2, Office Space and Equipment, is herby deleted and replaced with the following new paragraph:
			“Treatment of Leased Facilities. Clearwire will allow Ericsson the use of its facilities for a period no longer than eighteen (18) months – at no charge to Ericsson – to be used for the provision of Services by the employees transitioned from Clearwire to Ericsson under the ASO as office space, workspace, and for storage of their tools and equipment, and to otherwise support the Service functions Ericsson that will be providing to Clearwire as of the Service Commencement Date. Clearwire and Ericsson will agree upon a plan to migrate the locations from which Services will be provided, from Clearwire facilities to Ericsson facilities to minimize the amount of time Clearwire will provide use of its facilities to Ericsson.”
	G.		Section 8.8.1, General, is hereby deleted in its entirety and replaced with the following new section:
			General. Clearwire will pay all taxes imposed by any domestic or foreign taxing authority in respect of the provision of the Services hereunder, including any Sales and Use Taxes, excise, value added, services, consumption, or other tax; provided, however, that Clearwire will not be responsible for, and the Fees will not include, any taxes imposed on or arising from the following: (i) charges for goods and services provided by Clearwire to Supplier in connection with this Agreement; (ii) Supplier’s income, revenue or property; (iii) Supplier’s franchise or privilege taxes, including the Washington State Business and Occupation Tax imposed on Supplier; or (iv) employment related taxes applicable to Supplier’s employees and Subcontractors. Clearwire will be responsible for applicable Sales and Use Taxes imposed on charges for Services and Deliverables unless Clearwire provides Supplier with a valid exemption certificate. The Parties agree to cooperate with each other regarding the taxes and any related issues arising from this Agreement to more accurately determine its own tax liability and to minimize such liability to the extent legally permissible.

[*****]

CLEARWIRE AND SUPPLIER CONFIDENTIAL

[*****]

[*****]

[*****]

[*****]

			(iv) Clearwire will keep Supplier informed as to changes in its network and business operations that could have an effect on the Sales and Use Tax allocation model, including but not limited to, expansions of its network into new taxing jurisdictions, increasing the number of sites in existing tax jurisdictions such that the level of Service required would change, the decommissioning or sale of portions of the network and other similar actions.
			(v) Clearwire and Supplier agree to cooperate and communicate regularly regarding matters relating to these tax related obligations and will promptly respond to related inquiries and requests for information.
			(vi) Clearwire and Supplier will each bear its own expenses during the process of gathering and processing the data and information required to create the tax allocation model and spreadsheet.

Supplier agrees to notify Clearwire in the event of any state or local tax audit involving Services purchased by Clearwire. If a tax jurisdiction asserts that Supplier failed to collect the applicable sales tax on Services purchased by Clearwire, due to the allocation calculation, Clearwire will promptly review the claim. If both Supplier and Clearwire agree that additional tax is due, Clearwire will pay the additional tax and any assessed interest to Supplier. The Parties will work together to eliminate or reduce any applicable penalties and interest on the underpayment of tax. If penalties and interest are ultimately assessed after both Supplier and Clearwire have exhausted all available efforts to eliminate or reduce the penalties and the underpayment is due to the allocation calculation, Supplier and Clearwire agree to share the additional

CLEARWIRE AND SUPPLIER CONFIDENTIAL

penalties equally. If penalties and/or interest are assessed because Supplier failed to remit any tax collected from Clearwire, Supplier will indemnify Clearwire for any additional penalties and interest which may be assessed on Clearwire as a result of Suppliers failure to remit.

	H.		Section 8.2, Invoices, and all of its subsections are hereby deleted in their entirety and are replaced with the following new section:
			“Payment Terms.

[*****]

[*****]

I. Section 11.2.6, For Supplier Change of Control, is hereby deleted in its entirety and replaced with the following new section:

“Change of Control. Either Party may assign its rights and obligations under this Agreement without the approval of the other Party to an Entity acquiring Control of the assigning Party, an Entity into which the assigning Party is merged, or an Entity acquiring all or substantially all of the assigning Party’s assets, provided:

     (a) In the case of Supplier, (i) to the extent possible after the change of control, Supplier remains fully liable for and is not relieved from the full performance of its obligations under this Agreement, (ii) the acquirer or surviving Entity is financially sound, (iii) the acquirer or surviving Entity agrees in writing to be bound by the terms and conditions of this Agreement, and (iv) Supplier provides Sprint with prompt written notice of the assignment.

     (b) In the case of Clearwire, (i) to the extent possible after the change of control, Supplier remains fully liable for and is not relieved from the full performance of its obligations under this Agreement, (ii) the acquirer or surviving Entity is financially sound, (iii) the acquirer or surviving Entity agrees in writing to be bound by the terms and conditions of this Agreement and will fulfill all obligations for the remainder of the term, and (iv) Clearwire provides Supplier with prompt written notice of the assignment.

CLEARWIRE AND SUPPLIER CONFIDENTIAL

J. Section 19.11, Notice, is hereby deleted in its entirety and replaced with the following:

“Notice. All notices or consents which either Party may be required or desire to give to the other Party will be in writing and will be given by personal service, facsimile with receipt of a “transmission ok” acknowledgement, registered mail or certified mail (or its equivalent), or overnight courier to the other Party at its respective address or facsimile telephone number set forth below. Notices by overnight courier will be deemed to have been given upon delivery to the Party to be notified. Mailed notices will be deemed to have been given three (3) days after mailing. Notices delivered by facsimile will be confirmed in writing by overnight courier and will be deemed to have been given upon delivery of the facsimile to the Party to be notified. In the absence of written notice of change of address sent pursuant to the terms of this Section, the following addresses and facsimile numbers will be and remain in effect:

If to Supplier:

Ericsson Inc.
Park Place
▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Sprint Managed Services Manager
Facsimile Number: ▇▇▇-▇▇▇-▇▇▇▇

With a copy to:

Ericsson Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attn: Legal Department
Facsimile Number: ▇▇▇-▇▇▇-▇▇▇▇

If to Clearwire:

Clear Wireless LLC
Attn: Vice President, Network Performance Management
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax # (▇▇▇) ▇▇▇-▇▇▇▇

With copies to:

Clear Wireless LLC
Attn: Legal Department
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax # (▇▇▇) ▇▇▇-▇▇▇▇

CLEARWIRE AND SUPPLIER CONFIDENTIAL

			A Party may change an address or facsimile number set forth above by giving the other Party notice of the change in accordance with the provisions of this Section.”
	20.		Additional Sections

	A.		Introduction of New Network Technologies. Clearwire and Ericsson will in good faith develop and document a fair and reasonable process for adding a new technology to the Clearwire network [*****]
	B.		Joint Clearwire-Sprint Activities. If during the term of the ASO Clearwire and Sprint agree to participate in a joint deployment, or other joint activity that would affect the Services, their definition or delivery under the ASO, or would otherwise require adjustment to the ASO, then Clearwire will so inform Ericsson in writing and the Parties will discuss any required adjustments, applicable timing, related costs and other matters as needed to define any applicable revisions to the ASO, identify synergies gained by the joint deployment, and to resolve any perceived issues.[*****]

	21.		When signed below by Supplier, this document will constitute Supplier’s firm offer to perform the Services under the terms and conditions set forth herein. This offer will be binding on Clearwire when countersigned by a duly authorized representative of Clearwire below, and will become effective as an Additional Services Order only upon the execution of a Clearwire purchase order authorized by an iPCS Supply Chain Management director in accordance with Section 2.10.6 of the Agreement.
	22.		Except as otherwise stated herein, (i) this ASO will be governed by the terms and conditions of the Agreement, and (ii) defined terms used, but not defined in this ASO, will have the same meaning as in the Agreement. Notwithstanding anything to the contrary in this ASO (including any exhibits or other attachments hereto), the requirements of Sections 9, 10, 11, 13 or 14 of the Agreement will remain unchanged and continue to be in full force and effect.
	23.		In the event of a conflict between the terms of this ASO and the terms of the Agreement, the terms of this ASO, and any applicable Exhibit hereto, will prevail and will be used to the extent necessary to resolve the conflict.

CLEARWIRE AND SUPPLIER CONFIDENTIAL

ERICSSON INC.

By:		/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
		(Signature)
Name:		▇▇▇▇▇ ▇▇▇▇▇▇
		(Typed or Printed)
Title:		EVP & GM
		(Typed or Printed)
Date:		5/16/2011
ACCEPTED:
CLEAR WIRELESS LLC
By:		/s/ ▇▇▇▇ ▇▇▇▇▇▇
		(Signature)
Name:		▇▇▇▇ ▇▇▇▇▇▇
		(Typed or Printed)
Title:		COO
		(Typed or Printed)
Date:		5/16/11

CLEARWIRE AND SUPPLIER CONFIDENTIAL

ATTACHMENT 1
To The Additional Services Order Between
Clear Wireless LLC and Ericsson Inc.

The Managed Services Agreement
By and Between
Sprint/United Management Company
And
Ericsson Inc.
Dated July 7, 2009

CLEARWIRE AND SUPPLIER CONFIDENTIAL

ATTACHMENT 1
TO THE ADDITIONAL SERVICES ORDER

MANAGED SERVICES AGREEMENT

BY AND BETWEEN

SPRINT/UNITED MANAGEMENT
COMPANY

AND

ERICSSON SERVICES INC.

SPRINT AND SUPPLIER CONFIDENTIAL

1. DEFINITIONS			- 1 -
2. SERVICES			- 1 -
3. ADDITIONAL SERVICE OBLIGATIONS			- 15 -
4. TRANSFER OF RESOURCES			- 18 -
5. HUMAN RESOURCES REQUIREMENTS			- 21 -
6. SPRINT RESPONSIBILITIES			- 25 -
7. RELATIONSHIP MANAGEMENT			- 34 -
8. PRICE AND PAYMENT			- 38 -
9. INDEMNIFICATION OF THIRD PARTY CLAIMS			- 46 -
10. LIMITATION OF LIABILITY			- 53 -
11. TERM AND ▇▇▇▇▇▇▇▇▇▇▇			- ▇▇ -
▇▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇			- ▇▇ -
▇▇. CONFIDENTIALITY; USE OF DATA			- 64 -
14. PRIVACY			- 67 -
15. REPRESENTATIONS AND WARRANTIES			- 69 -
16. PROPRIETARY RIGHTS; WORK PRODUCT			- 74 -
17. SPRINT POLICIES			- 78 -
18. AUDITS			- 79 -
19. GENERAL PROVISIONS			- 84 -

SPRINT AND SUPPLIER CONFIDENTIAL

     THIS MANAGED SERVICES AGREEMENT (this “Agreement”) is made as of this ____ day of July, 2009 (the “Effective Date”) by and between Sprint/United Management Company, a Kansas corporation (“Sprint”), and Ericsson Services Inc., a Delaware corporation (“Supplier”).

RECITALS:

     A. Sprint desires for Supplier to perform certain network management and other services as provided herein.

     B. Supplier is willing to perform such services for Sprint in accordance with the terms and conditions of this Agreement.

     In consideration of the foregoing premises, the mutual promises, covenants and conditions contained herein, and other good and valuable consideration acknowledged by the Parties, the Parties hereto, intending to be legally bound, agree as follows:

1.

DEFINITIONS

Capitalized terms used herein without definition have the meanings ascribed to them in Exhibit A.

2.

SERVICES

2.1

Agreement to Perform Services.

	2.1.1		Performance of the Services. [*****]
	2.1.2		Service Levels. Supplier will perform all Services at levels at least in accordance with the Service Levels, as set forth in Exhibit G attached hereto. Any resources or Systems utilized by Supplier pursuant to the

SPRINT AND SUPPLIER CONFIDENTIAL

			terms hereof will allow measurement of all performance-related Service Levels as of the Service Commencement Date or as otherwise set forth in Exhibit G. Supplier will comply with the methodology for adding new and improved Service Levels and apportioning responsibility for providing resources to allow measurement of those new Service Levels as set forth in Exhibit G.
	2.1.3		Definition of Services. As used herein, “Services” means all of the following:

	(a)		tasks, services, and functions of Supplier described in this Section 2 and elsewhere in the Agreement or in any of the associated Exhibits and Attachments to this Agreement, including, without limitation, services agreed to under Additional Services Orders as set forth in this Agreement, and projects established pursuant to the Statement of Work;
	(b)		[*****]
	(c)		all tasks and services that are reasonably incidental, ancillary, customary, or necessary, to and for the performance and receipt of any of the Services, exclusive, however, of services or functions for which Sprint expressly retains responsibility hereunder.

2.1.4

Resolution of Scope Issues. Although the Parties have attempted in this Section 2 and the associated Exhibits to delineate the specific services to be provided by Supplier, the Parties acknowledge that some items may not have been specifically identified herein. The specific enumeration of certain of Supplier’s duties or obligations is not an implied limitation on, or alteration of, other duties or obligations imposed on Supplier elsewhere in this Agreement. In the event of any dispute between the Parties as to whether a particular service or function falls within the scope of the services to be provided by Sprint’s third party service-providers, or by Sprint itself, or within the scope of those to be provided by Supplier, such particular service or function will be considered to be a part of the Services hereunder if it is consistent with, and reasonably inferable or necessary to be within, the scope of Supplier’s responsibility in the Statement of Work or other express enumeration of Services and it is not expressly excluded herein

SPRINT AND SUPPLIER CONFIDENTIAL

			from being within the scope of the Services hereunder or otherwise expressly designated either (i) as Sprint’s responsibility or (ii) as not Supplier’s responsibility.
	2.1.5		Objects of Service. Notwithstanding anything to the contrary in this Agreement, Exhibit F is included in this Agreement solely for the purposes and with the effect expressly stated in Exhibit C, Exhibit F, and Exhibit N and will not, in any event, be construed as having any limitation on (i) the scope or definition of Services to be provided by Supplier, or (ii) the scope of any other of Supplier’s obligations under the Agreement.

2.2

Transition. Beginning on the Effective Date, Supplier, with the reasonable cooperation of Sprint and in accordance with Exhibit B, will accomplish the timely, seamless and orderly transition from the manner in which Sprint is then receiving the kinds of services that are encompassed within the Services, to the provision of the Services by Supplier. In conjunction with the transition:

	2.2.1		Quality. Supplier will carry out the Transition Plan (other than tasks expressly and specifically assigned to Sprint therein) so as to minimize to the maximum extent reasonably achievable any adverse effect upon Sprint or its Affiliates or upon the quality or continuity of the Services and without any material adverse impact whatsoever on any of Sprint, any of its Affiliates, or their systems.
	2.2.2		Right to Suspend. In the event that Sprint determines, in its sole discretion, at any time or times during the transition of the Services to Supplier, that Sprint, its Affiliates, or the quality or continuity of the Services has been materially and adversely affected in any way, or that any such material and adverse effect seems reasonably likely to occur, then Sprint may direct Supplier to stop and proceed no further with such transition until such time as Supplier will have: (i) analyzed the cause of such effect; (ii) subject to Section 2.4 below, developed a reasonable plan for resuming such transition in such a manner as to eliminate or avoid such effect (and any other negative or adverse consequences of such transition); and (iii) received Sprint’s approval to proceed with such transition. If Supplier caused the problem, nothing in this Section, nor Sprint’s exercise of its rights pursuant to this Section, will in any way reduce any obligation of Supplier to meet any schedule, target, completion schedule, or other commitment specified in this Agreement.

2.3

Transformation. Supplier will perform the Services described in Exhibit E, “Transformation” (other than tasks expressly and specifically assigned to Sprint therein) in accordance with the schedule and the description of services contained in that Exhibit, subject to the process of receiving prior approval from Sprint as described therein.

SPRINT AND SUPPLIER CONFIDENTIAL

2.4

Savings Clause.

2.4.1

Supplier Excuse. [*****]

[*****]

[*****]

[*****]

[*****]

	2.4.2		Notice [*****]
	2.4.3		Certain Additional Relief.

[*****]

SPRINT AND SUPPLIER CONFIDENTIAL

	(b)		Sprint Information Deficiencies.
			[*****]

[*****]

[*****]

[*****]

2.4.4

Effect of Non-Acceptance. [*****]

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extent that the Deliverable did not meet the applicable Acceptance Criteria.

	2.5		Rights and Licenses. [*****]
	2.6		Location of Services.

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2.7

Non-Exclusivity.

	2.7.1		Except as expressly provided in Exhibit N (including as part of the charges methodology), nothing herein will prevent Sprint from providing for itself or obtaining from any third party, at any time during the Term or thereafter, the Services, the deliverables, or the Systems, or any type of products or services in any way analogous, similar, or comparable to the Services, the deliverables, or the Systems, as applicable, or any other products or services. Except as expressly provided in Exhibit N (including as part of the charges methodology), in no event will this Agreement be construed as a requirements contract or requiring any minimum volume of purchases or spend by Sprint.
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	2.8		Authorized Services. An executed purchase order is a condition precedent for all Services. Sprint will not pay for, and Supplier is not required to provide, any Services for which a purchase order has not been issued by Sprint. No waiver of this requirement will be effective unless it is in writing and authorized by a Sprint Supply Chain Management director. Sprint acknowledges that a purchase order covering the Term of this Agreement has been issued and executed for the Services in the Statement of Work for the Fees as described in Exhibit N. Prior to the Service Commencement Date and thereafter by September 30 of each subsequent year during the Term, Supplier will provide a non-binding forecast in sufficient detail to allow Sprint to complete its internal budgetary approval process for the next calendar year, and Supplier will make itself available to answer any questions about the forecast.
	2.9		Affiliate Transactions.

	2.9.1		Sprint Affiliates’ Purchase Rights. Supplier will provide requested Services and Deliverables under this Agreement to any Sprint Affiliate as specified in any Additional Services Order agreed upon by Supplier and the Sprint Affiliate, using the applicable procedures of Section 2.10, Additional Services Orders. Solely as applicable to the Additional Services Order of a Sprint Affiliate, if any, all references to Sprint in this Agreement refer equally to the Sprint Affiliate executing a particular Additional Services Order. If applicable, Supplier will aggregate any Sprint Affiliate purchases under the Additional Services Order to this Agreement towards Sprint’s tiered rate structure and minimum commitments under this Agreement.
	2.9.2		Contractual Liability. Only the Entity purchasing Services and Deliverables under a Statement of Work incurs any obligation or liability to Supplier under that Statement of Work or this Agreement. Supplier will provide separate invoicing to Sprint and to any Sprint Affiliate purchasing under this Agreement. Supplier will accept separate payment from Sprint and Sprint Affiliates.
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2.10

Additional Services Orders.

	2.10.1		Requests. If Sprint requires the performance of additional services or a change in the scope of the Services provided hereunder, Sprint may deliver to Supplier’s Account Manager a written request, in such form as Sprint reasonably determines, for Supplier to implement such service, specifying the proposed work and desired timeline with reasonable detail.
	2.10.2		Response. Within 10 Business Days (or, if the requested service cannot reasonably be evaluated within such time period, then such longer period of time as mutually agreed by the Parties) after the date of such request, Supplier will, at no charge to Sprint, provide Sprint with a written evaluation of such request containing high level estimates of the scope of the work and the cost of implementing such work, as well as any impact on the pricing and Service Levels provided hereunder.
	2.10.3		Proposal. If Sprint so requests, Supplier will then provide a written proposal (a “Proposal”) containing, at a minimum, the following: (i) reasonably detailed specifications, implementation plans, work schedules, timeframes for performance, and applicable acceptance criteria; and (ii) a price quote of the Fees that Supplier would charge for the Services described therein, together with adequate detail concerning the price quote for Sprint to evaluate it, including, where requested by Sprint details regarding the “total cost of ownership,” including, as applicable, initial purchase price of hardware, software, or services;

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			labor hours per rate card category; recurring operations support and maintenance costs; sparing; warranty support; transportation; licensing costs; cost and quality criteria and data; and Supplier overhead on third-party materials. If the price is quoted on a time and materials basis, the rates will not exceed the applicable rates in Exhibit N. If the price is quoted on a fixed price basis, then the fixed price quoted will be competitive with the fixed price then being offered by Supplier to its best customers for similar types and volumes of work in similar geographies where the Services are to be performed. Supplier will also include the Proposal as an exhibit to a draft additional services order. The applicable provisions of the Agreement relating to the additional Services (including those relating to Exhibits C, G and N) will apply, respectively, to the corresponding sections of the form of Additional Services Order.
	2.10.4		Firm Offer. The draft Additional Services Order will constitute Supplier’s firm offer, irrevocable for sixty (60) days (or such longer period as stated in such Proposal, the “Response Period”), to perform such services as described in such Proposal upon the terms and conditions set forth therein. Prior to the expiration of the Response Period, Sprint may notify Supplier in writing that Sprint elects to accept such Proposal and proceed with implementation of the Proposal upon the terms and conditions set forth therein or may request revisions to the draft Additional Services Order. If Sprint requests changes, Supplier will resubmit a revised Proposal and draft Additional Services Order. If, within the Response Period, Sprint gives notice to Supplier not to proceed, or fails to give any notice to Supplier, then the Proposal will be deemed rejected and the Additional Services Order request will be deemed withdrawn, and Supplier will take no further action with respect to either.
	2.10.5		Additional Service Order. Upon Sprint’s written acceptance of the Proposal during the Response Period (as provided in the next following section) the Additional Services Order will be in effect and will serve as an amendment to the Agreement (when so in effect, an “Additional Services Order”). Supplier will provide the additional Services as set forth in the Additional Services Order and technical, professional, training and project management services and other resources that are necessary or appropriate in order to accomplish the purposes thereof, as provided for in the Additional Services Order and in accordance therewith. All requirements of this Agreement (including, for example, those enumerated in Exhibits C, G and N) will apply to Services performed under an Additional Services Order, and all authorized Additional Services Orders will be governed by the terms and conditions of this Agreement, except as expressly specified otherwise by the terms of such Additional Services Order and except that no Additional Services Order may modify the requirements of Sections 9,

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			10, 11, or 14 hereof without specific, express approval by Sprint and Supplier.
	2.10.6		Authorization. No Additional Services Order or Proposal will become binding upon Sprint, and Sprint will not be obligated to pay Supplier for any Services described in, or performed pursuant to, any such documents, unless and until the applicable Additional Services Order is signed by a duly authorized representative of Sprint and Supplier, and a purchase order authorized by a Sprint Supply Chain Management director is executed by Sprint.

3.

ADDITIONAL SERVICE OBLIGATIONS

3.1

Support. Supplier will, within the times specified on Exhibit G (or, if no time is specified on Exhibit G, then promptly) respond to (a) any request for service due to a failure, malfunction, defect or non-conformity of the equipment, hardware or software used in the performance of Services hereunder and for which Supplier has operational responsibility, or (b) other interruption of Services of any kind. To the extent the cause of the problem is within Supplier’s control and for which Supplier has operational responsibility, Supplier will render continuous effort to remedy any such failure, malfunction, defect or non-conformity, including manually correcting the same. If, however, the cause of the problem is within Sprint’s control, Supplier will so notify Sprint, and Sprint will use reasonable efforts to correct the problem; provided that Supplier will assist Sprint upon request to remedy the problem. If that assistance requires Supplier to use resources in excess of those allocated to the Fixed Fees, then Sprint may approve such additional resource allocation, initiate an Additional Services Order or address the matter through other means; provided that Sprint will pay Supplier for any allocated resources requested by Sprint and reasonably used by Supplier in excess of those allocated to the Fixed Fee prior to Sprint determining how it will address the issue.

3.2

Compliance with Agreement and Law. Supplier will from time to time make such changes and improvements to its Systems or the Services, as may be necessary or appropriate to continue to meet the requirements set forth in the Statement of Work, including, without limitation, the then applicable Service Levels and will, in any case, make such changes and improvements as may be necessary or appropriate for the Services to be in compliance with all Laws. If the change in Laws (a) solely affects the telecommunications industry or Sprint’s business and not all industries generally (e.g., CPNI Rules), (b) is necessary for Sprint to comply with as part of its business, and (c) requires a non-trivial change to the Services, then Sprint will initiate an Additional Services Order, in which Supplier may require incremental fees to the extent that incremental costs are associated with complying with the change in such Laws, provided that Supplier will not delay making any necessary changes approved by Sprint in the Additional Services Order. If the change in Laws does not satisfy clauses (a), (b) or (c) above and requires a change to the Services, then Supplier will implement the

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			change at Supplier’s expense. If, as a result of a change in Laws, there is a need to implement changes to Sprint’s Network or Systems that are subject to a Right-To-Use-Agreement, Sprint may initiate an Additional Services Order and bear the costs associated with the change or will address the changes through other means.
	3.3		Compatibility. Supplier will be responsible for ensuring that any changes after the Effective Date by (or on behalf of) Supplier to the services, equipment, networks, software and other resources for which Supplier is responsible and that are provided or used by (or on behalf of) Supplier as of the Effective Date in connection with the Services (collectively, the “Provided Resources”) will not cause any failure of the Provided Resources to be interoperable and compatible with the services, systems, items, and other resources of Sprint and its other third party service providers with which they will interoperate (collectively, the “Sprint Resources”); provided, however, that Supplier is not required to (a) make Sprint Resources interoperable and compatible to the extent they are not interoperable or compatible as of the Effective Date and not changed by Supplier to make them not interoperable or incompatible, other than as provided pursuant to Exhibit E, or (b) make any software, equipment or systems that are introduced by Sprint after the Effective Date interoperable and compatible with the Services or Systems, to the extent the non-interoperability was approved by Sprint or introduced by Sprint outside of the Change Control Procedures. If the non-interoperability was caused by Sprint because of a change introduced outside of the Change Control Procedures, Supplier will assist Sprint upon request to remedy the interoperability problem. If that assistance requires Supplier to use resources in excess of those allocated to the Fixed Fees, then Sprint may approve such additional resource allocation, initiate an Additional Services Order or address the matter through other means; provided that Sprint will pay Supplier for any allocated resources requested by Sprint and reasonably used by Supplier in excess of those allocated to the Fixed Fee prior to Sprint determining how it will address the issue.
	3.4		Cooperation. Supplier will, to the same level of effort performed by Designated Personnel prior to the Service Commencement Date, cooperate as requested with other service providers of Sprint to coordinate the provision of Services with the services and systems of such other service providers. Such cooperation will include: (i) facilitating with such other relevant service providers the timely resolution of all problems that may arise and impact the Services or the provision thereof, regardless of the actual or suspected root-cause of such problems; (ii) providing information concerning the Services and Provided Resources; and (iii) providing reasonable access to and use of the Provided Resources for Sprint’s benefit and for no other purpose.
	3.5		Root Cause Analysis. Upon Supplier’s discovery of, or, if earlier, Supplier’s receipt of a notice from Sprint in respect of Supplier’s failure to provide any of the Services in accordance with this Agreement, Supplier will promptly (and in any event within five (5) Business Days), perform a root-cause analysis to identify the cause of such failure. Supplier will promptly and, in any event, within five (5) Business Days after such discovery or notice, provide Sprint with a

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			written report detailing the cause of, and procedure for correcting, such failure and providing Sprint with reasonable evidence that failures within Supplier’s control will not recur.
	3.6		Viruses; Malicious Technology; Disabling Devices. Supplier will use Supplier’s best practices regularly to identify, screen, and prevent any Malicious Technology or Disabling Device in resources utilized by Supplier or supplied by Supplier to Sprint and used by Sprint in connection with the provision of the Services, and will not itself intentionally, knowingly (after the exercise of reasonable due diligence) or negligently install or suffer the installation of any Malicious Technology or Disabling Device in resources utilized by Supplier or any Subcontractor in connection with the provision of the Services. Supplier will assist Sprint in reducing the effects of any Malicious Technology or Disabling Device discovered in any resource related to the provision or receipt of the Services.
	3.7		Restricted Services.

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4.

TRANSFER OF RESOURCES.

4.1

Included Assets.

4.1.1

Right to Use. Sprint will provide Supplier with the use of and access to the Included Assets identified on, and as set forth on, Exhibit I

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			(collectively, the “Included Assets”) for the periods specified in such Exhibit. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, INCLUDING EXHIBIT I, (i) THE INCLUDED ASSETS ARE PROVIDED BY SPRINT TO SUPPLIER ON AN AS-IS, WHERE-IS BASIS, AND (ii) SPRINT EXPRESSLY DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED, AS TO THE INCLUDED ASSETS, OR THEIR CONDITION OR SUITABILITY FOR USE BY SUPPLIER TO PROVIDE THE SERVICES, INCLUDING WARRANTIES OF NON-INFRINGEMENT (BUT NOT EXCLUDING SPRINT’S INDEMNIFICATION OBLIGATION IN SECTION 9.3.1 BELOW), MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
	4.1.2		Purchase of Included Assets. At the end of the Usage Period specified in Exhibit I for each category of Included Assets, Supplier will have the option to purchase any Included Assets it chooses in its sole discretion, according to the process set forth for each category of Included Assets in Exhibit I. The transfer of any Included Assets will be effected and memorialized by a ▇▇▇▇ of Sale mutually agreeable to the Parties.

4.2

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	4.4		Unexpected Agreements. If any Initial Contract or Initial License for which Supplier is to have financial, operational, and/or administrative, responsibility is not identified in a schedule to this Agreement, but is within the scope contemplated by the Services, the Parties will enter into an appropriate supplemental novation, assignment, transfer or other disposition with respect thereto, which may, to the extent mutually agreed, include an adjustment of the Fees.

5.

HUMAN RESOURCES REQUIREMENTS

	5.1		General. Supplier and Sprint will fulfill their respective requirements for the transition, supervision and retention of human resources as set forth in this Section 5 and in Exhibit L.
	5.2		Supplier Lead Personnel. Supplier will assign the following Lead Personnel to support the Services:

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	(a)		An executive to act as a full time “managed services manager”, reasonably acceptable to Sprint (the “Supplier Managed Services Manager”), as the primary point of contact for Sprint on operational functions, processes and procedures and with responsibility to improve operational functions, processes and procedures and implement any agreed upon Additional Services Orders; and
	(b)		An executive to act as the primary liaison between the Parties with respect to the management and administration of this Agreement and the Parties’ relationship (“Contract Executive”).

	5.3		Designated Personnel and Key Personnel. Designated Personnel are listed in Attachment 1 to Exhibit L. The initial Key Personnel, and their respective positions, are listed in Attachment 2 to Exhibit L. Supplier will assign qualified individuals to fill open Key Personnel positions in accordance with Exhibit L.
	5.4		Supplier Personnel Requirements.

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5.5

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6.

SPRINT RESPONSIBILITIES

	6.1		Functions. Sprint agrees to provide the functions specifically identified as Sprint functions or obligations in Exhibit C (Statement of Work) and in Exhibit D (Responsibility Matrix), subject to the limitations on such Sprint obligations as set forth in Exhibit C (Statement of Work). Sprint may use subcontractors to perform any task required to be performed by it hereunder, and Sprint is responsible for its subcontractors.
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6.4

Personnel Resources.

6.4.1

Sprint will assign a relationship manager (the “Sprint Relationship Manager”) to interface with the Supplier Managed Services Manager and will assign such other personnel as it deems appropriate. Sprint may, without the need for approval of Supplier, replace any Sprint personnel working in connection with any Statement of Work.

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6.4.2

Sprint will also provide Supplier with reasonable access to Sprint’s personnel as necessary and appropriate for Supplier to fulfill its obligations under this Agreement.

6.5

No Other Resources Provided. Except as otherwise specified in this Agreement, and in accordance with the Statement of Work and Exhibit D (Responsibility Matrix), Supplier will be solely responsible for providing for itself, at no cost or expense to Sprint, such office space, network access, utilities (e.g., HVAC, electrical power, water, and ordinary, daily janitorial services), data processing equipment, parking, furniture, furnishings, and storage space as Supplier may require in order to perform the Services. The procurement of any special furnishings (other than basic office furnishings), equipment, and supplies required or otherwise needed for the use of Supplier Personnel is the exclusive responsibility of Supplier.

7.

RELATIONSHIP MANAGEMENT

7.1

Governance Model. Attached as Exhibit M hereto is the “Governance Model.” The Governance Model establishes a Governance Steering Committee, as well as other management committees, whose memberships will be determined, and address matters of governance and administration of their relationships under this Agreement, in accordance with Exhibit M.

7.2

Consultation. The Sprint Relationship Manager and Supplier Managed Services Manager will consult with each other with regard to project management and technical and design decision making affecting the Services. The Supplier Managed Services Manager will maintain up to date and available to the Sprint Relationship Manager an overall status report with respect to the Services. The Supplier Managed Services Manager, together with such other personnel as requested by the Sprint Relationship Manager, will participate in periodic status review meetings as reasonably requested by the Sprint Relationship Manager. Such meetings will be held at Sprint’s facilities or, where reasonably practicable, by telephone, unless otherwise agreed by the Sprint Relationship Manager.

7.3

Reporting. Unless mutually waived in writing, the Parties’ authorized representatives will meet at Sprint’s request at least every thirty (30) days to review Supplier’s compliance with the Statement of Work, the accuracy of the Fees, charges and performance adjustments described in Exhibits G and N, and the implementation of all changes, improvements, and new and revised Services.

7.4

Acceptance Process for Deliverables.

7.4.1

Sprint may review any Deliverable that Supplier provides under this Agreement and may accept or reject each Deliverable according to the process identified in this Section 7.4. In those cases where Sprint elects to conduct acceptance testing, Sprint will, within a reasonable time after Supplier’s delivery or making available of the Deliverable (or

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such other time as agreed by the Parties in writing), test the Deliverable using the test procedures and standards set forth in this Agreement or such other standards as are mutually agreed upon in writing, to determine whether the Deliverable (i) meets the specifications or acceptance criteria set forth in or pursuant to this Agreement, and (ii) meets such other criteria as are mutually agreed upon in writing (the criteria described in the foregoing clauses (i) and (ii) collectively, the “Acceptance Criteria”).

7.4.2

In the case of Deliverables that are documents and for which Sprint elects to conduct acceptance testing, Supplier will provide draft materials and solicit input from Sprint sufficiently in advance of the date on which that documentary Deliverable is due. No later than each deadline, Supplier will submit a proposed final copy of each such Deliverable to Sprint in suitable electronic and paper format.

7.4.3

After Sprint has completed the testing described in this Section, Sprint will promptly notify Supplier in writing that: (i) the Deliverable meets the Acceptance Criteria and acceptance of the Deliverable has occurred (“Acceptance”); or (ii) the Acceptance Criteria have not been met. Sprint may also promptly notify Supplier in writing that Sprint elects not to subject the Deliverable to acceptance testing. If Sprint decides not to test and notifies Supplier in writing, then Supplier will be deemed to have achieved the Acceptance Criteria. If (a) Sprint decides to test, (b) the Parties have not otherwise agreed to testing and Acceptance deadlines in a project plan or similar document, and (c) Sprint has not notified Supplier in writing of Sprint’s Acceptance or rejection of the Deliverable within 10 Business Days after the completion of testing, then Supplier will give Sprint notice of Sprint’s failure to accept or reject the Deliverable. If Sprint does not respond within 30 days after receiving Supplier’s notice, then Supplier will be deemed to have achieved the Acceptance Criteria.

7.4.4

If Sprint determines that a Deliverable does not conform to the applicable Acceptance Criteria, Sprint will promptly notify Supplier in writing, including with the notice an exception report describing the alleged nonconformity (the “Exception Report”). Supplier will promptly investigate the alleged nonconformity and will correct any nonconformity within 15 Business Days (or as otherwise mutually agreed) of receipt of the Exception Report. Within a reasonable time after Supplier’s notice to Sprint that Supplier has cured such nonconformity, but not to exceed 30 days (or as otherwise mutually agreed), Sprint will re-test the defective component or Deliverable as provided in this Section.

7.4.5

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developed pursuant to this Agreement, the Acceptance Criteria will be that the tested items meet (a) the requirements of this Agreement including applicable Specifications, or (b) either (x) International Telecommunication Union standards, or (y) if none are applicable, the reasonable satisfaction of Sprint.

7.4.6

Testing by Sprint pursuant to this Section will not relieve Supplier of any obligation it may have, pursuant to industry standards, Specifications or methodologies required by this Agreement or otherwise, to conduct its own testing of Deliverables.

7.5

Dispute Resolution. In the event of any dispute between the Parties as to either the interpretation of any provision of this Agreement or the performance by Supplier or Sprint hereunder, the Parties will seek to resolve it as follows:

	7.5.1		The Sprint Relationship Manager and Supplier Managed Services Manager will initially attempt to resolve such disputes in connection with the consultation activities described in Section 7.2 above.
	7.5.2		Upon the written request of either Party, each of the Parties will appoint a designated representative who does not devote substantially all of his or her time to performance under this Agreement and who, in the case of Sprint, will be a vice president (or more senior corporate officer), and in the case of Supplier, a senior vice president, (or more senior corporate officer), to meet for the purpose of endeavoring to resolve such dispute.
	7.5.3		Such representatives will discuss the problem and negotiate in good faith in an effort to resolve the dispute promptly and without the necessity of any formal proceeding relating thereto.
	7.5.4		If any dispute arises between the Parties, and the disputed matter has not been resolved by the designated representatives within ten (10) Business Days after such dispute has come to their attention, or such longer period as agreed to in writing by the Parties, each Party will have the right to commence any legal proceeding as permitted by law.
	7.5.5		All negotiations under this Section are confidential and will be treated as compromise and settlement negotiations for purposes of evidentiary rules.
	7.5.6		Neither Party will be obligated to adhere to the obligations in this Section when seeking injunctive relief.

7.6

No Termination or Suspension of Services. Notwithstanding anything to the contrary contained herein, and even if any dispute arises between the Parties, in no event will Supplier interrupt or delay the provision of Services to Sprint or its Affiliates, or perform any other action that prevents, slows down, or reduces in

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any way the provision of Services or Sprint’s or its Affiliates’ ability to conduct its business, unless: (i) authority to do so is granted by a Sprint corporate executive in writing or conferred by a court of competent jurisdiction; (ii) Supplier terminates the Agreement in accordance with Section 11.3 below; or (iii) this Agreement has been terminated pursuant to Section 11 and Disentanglement Services have been provided in accordance with Section 12 of this Agreement.

7.7

Forum Selection. The Parties agree that all actions and proceedings arising out of or related to this Agreement, except as necessary to enforce indemnity or defense obligations, will be brought only in a state court located in ▇▇▇▇▇▇▇ County, Kansas or in the United States District Court for the District of Kansas, located in Kansas City, Kansas. Each Party agrees to personal jurisdiction in either court. Supplier irrevocably waives: (i) any objection which it may have at any time to the venue of any suit, action or proceeding arising out of or relating to this Agreement; (ii) any claim that such suit, action or proceeding is brought in an inconvenient forum; and (iii) the right to object, with respect to such suit, action or proceeding brought in any such court, that such court does not have jurisdiction over either Party.

7.8

Jury Trial Waiver. Each Party waives its right to a jury trial in any court action arising among the Parties under this Agreement or otherwise related to this Agreement, whether made by claim, counterclaim, third party claim, or otherwise.

7.8.1

If the jury waiver is held to be unenforceable, the Parties agree to binding arbitration for any dispute arising out of this Agreement or any claim arising under any federal, state or local statutes, laws, or regulations. The arbitration will be conducted in accordance with the arbitration rules promulgated under the CPR Institute for Dispute Resolution’s (“CPR”) Rules for Non-Administered Arbitration of Business Disputes then prevailing. To the extent that the provisions of this Agreement and the prevailing rules of CPR conflict, the provisions of this Agreement will govern. The arbitrator(s) will be required to furnish, promptly upon conclusion of the arbitration, a written decision, setting out the reasons for the decision. The arbitration decision will be final and binding on the Parties, and the decision may be enforced by either Party in any court of competent jurisdiction. Each Party will bear its own expenses and an equal share of the expenses of the third arbitrator and the fees, if any, of the CPR. Neither Party will be obligated to adhere to the obligations in this Section 7.8.1 when seeking injunctive relief or seeking to enforce the decision of the arbitrator.

7.8.2

The agreement of each Party to waive its right to a jury trial will be binding on its successors and assignees.

7.9

Legal Fees. The prevailing Party in any arbitration or lawsuit will be entitled to reasonable legal fees and costs, including reasonable expert fees and costs. If the

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prevailing Party rejected a written settlement offer that exceeds its recovery, the offering Party will be entitled to its reasonable legal fees and costs.

8.

PRICE AND PAYMENT

8.1

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8.2

Invoices.

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8.2.4

Twenty-four (24) months after the Service Commencement Date, the Parties will use the Governance Model to consider possible revisions to the invoicing procedures set forth in this Section 8.2.

	8.3		Disputed Amounts. Prior to the Phase 2 Start Deadline, Sprint may withhold payment of Variable Fees and up to [*****] Fixed Fees under this Agreement to the extent that Sprint disputes such charges in good faith. After the Phase 2 Start Deadline, Sprint may withhold payment of Variable Fees (other than the Labor Fee Components), [*****] of the Fixed Fees and Labor Fee Components under this Agreement to the extent that Sprint disputes such charges in good faith. In either case, Sprint will provide to Supplier a reasonably detailed written explanation of the basis for the dispute and will continue to make payments of undisputed amounts as otherwise provided in this Agreement. If any disputed amounts are later determined to have been improperly withheld (i.e., properly charged by Supplier), then Sprint will be obligated to pay the withheld amount, plus interest at the rate in Section 8.2.3 from when the amounts originally were due. Subject to Section 8.5, if any paid amounts are later disputed by Sprint and determined to have been improperly paid (i.e., improperly charged by Supplier), then Supplier will promptly, at Sprint’s sole discretion, either pay Sprint, in cash, or issue to Sprint a credit for, the improperly paid amount. Except as set forth in Section 8.5, the failure of Sprint to withhold payment will not waive any other rights Sprint may have with respect to disputed amounts or overpayments. The failure of Sprint to pay any disputed invoice, or to pay the disputed part of an invoice, to the extent permitted hereunder, will not constitute a breach by Sprint, provided that Supplier will have been given notice of the subject of the dispute in accordance with this Section 8.3 hereof.
	8.4		Set Off. Sprint may set off against any amounts otherwise payable to Supplier pursuant to any of the provisions of this Agreement: (i) any and all undisputed amounts owed by Supplier to Sprint pursuant to any of the provisions of this Agreement; and (ii) any and all amounts claimed by Sprint in good faith to be owed by Supplier pursuant to any other written agreement between the Parties. Within twenty (20) days after any such set off by Sprint, Sprint will provide Supplier with a written accounting of such set off and a written statement of the reasons therefor.
	8.5		Prompt Invoicing. Supplier must not (i) invoice Sprint more than (a) 90 days after Supplier is permitted to issue an invoice under this Agreement for the Fixed Fees, and (b) 365 days after Supplier is permitted to issue an invoice under this Agreement for any Variable Fees (collectively, “Late Invoices”) or (ii) initially raise a claim for payment under a previously issued invoice more than 365 days after the invoice date (“Late Claims”). Sprint is not obligated to pay Late Invoices or Late Claims and Supplier waives all rights and remedies related to Late Invoices and Late Claims. Sprint must not initially raise a claim for overpayment under a previously issued invoice more than 365 days after payment of that invoice (a “Sprint Late Claim”) and Sprint waives all rights and remedies related to a Sprint Late Claim.

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8.6

[*****]

8.7		Competitive Pricing.
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	8.7.2		Audit.
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	8.7.3		[*****]
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[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

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[*****]

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[*****]

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[*****]

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8.8

Taxes.

	8.8.1		General. Sprint will pay all taxes imposed by any domestic or foreign taxing authority in respect of the provision of the Services hereunder, including any Sales and Use Taxes, excise, value-added, services, consumption, or other tax; provided, however, that Sprint will not be responsible for, and the Fees will not include, any taxes imposed on or arising from the following: (i) charges for goods and services provided by Sprint to Supplier in connection with this Agreement; (ii) Supplier’s income, revenue or property; (iii) Supplier’s franchise or privilege taxes; or (iv) employment-related taxes applicable to Supplier’s employees and Subcontractors. Sprint will be responsible for applicable Sales and Use Taxes imposed on charges for Services and Deliverables unless Sprint provides Supplier with a valid exemption certificate. Sprint may use Nextel Systems Corp. (“NSC”) as Sprint’s purchasing agent for making purchases under this Agreement and in that case NSC will provide the valid exemption certificates. The Parties agree to cooperate with each other regarding the taxes and any related issues arising from this Agreement to more accurately determine its own tax liability and to minimize such liability to the extent legally permissible.
	8.8.2		Compliance and Cooperation. The Parties will comply with all federal, state, and local tax laws applicable to transactions occurring under this Agreement. Supplier will provide Sprint with a completed Form W-9, applicable Form W-8 series form, or Form 8233, as appropriate, for federal income tax reporting purposes.
	8.8.3		Taxes and Invoicing. Supplier will separately state all taxable and non-taxable charges on all invoices issued to Sprint. Supplier will separately state applicable Sales and Use Taxes on charges for Services and Deliverables. Sprint will not be responsible for payment of any taxes Supplier fails to properly invoice within 365 days after the date of the original invoice for which such taxes were due.

8.9

Reserved.

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	8.10		Service Credits. Exhibit N sets forth Service Credits for the failure to meet the applicable Service Levels established and described in Exhibit G. All of such Service Credit adjustments are intended as liquidated damages and the sole and exclusive financial remedy, solely for the failure to meet the applicable Service Level and are in lieu of any other financial remedies otherwise available to the Parties for such failure, but will in no way limit the remedies for (i) any act or omissions in the performance of the Services or delivery of Deliverables associated with such Service Level or (ii) breach of Section 15.1.4.
	8.11		Gain Sharing. Supplier from time to time may propose initiatives to optimize efficiency and cost-effectiveness of the performance of the Services and the use, operation, support, and maintenance of the Systems, along with a methodology to share with Sprint the cost savings and return accruing to Sprint as a result of such initiatives. Sprint will evaluate such proposals in accordance with Exhibit N, Fees, but is under no obligation to accept such proposal.

9.

INDEMNIFICATION OF THIRD PARTY CLAIMS

9.1

Mutual Indemnification for Injury and Property Damage. Supplier and Sprint will defend, indemnify and hold each other and their officers, directors, employees, Affiliates and agents harmless from and against all Losses to the extent resulting from a third-party claim alleging bodily injury or death to such third party or damage to any tangible property of such third party arising or resulting from any willful misconduct or negligent act or omission of the Indemnifying Party (as defined below), its employees, contractors or agents in the performance of this Agreement, except that indemnification will not be available to the extent of the other Party’s negligence or willful misconduct. For purposes of this Section 9.1, a “third-party” does not include Affiliates of either Party.

9.2

Supplier’s Indemnification.

9.2.1

Infringement. Supplier will defend, indemnify and hold Sprint Indemnitees harmless from and against any and all Losses related to claims or demands brought by any third party against any of them to the extent arising out of any actual or alleged infringement of any Intellectual Property Right, including misappropriation of trade secrets, to the extent arising from technology provided by Supplier in providing the Services or the Deliverables or developing and implementing the Systems (the “Covered Technology”) or Sprint’s use of the Covered Technology (each such claim or demand, an “Infringement Claim”). In the event of an Infringement Claim, Supplier will, at its expense, either (a) procure a license to enable Sprint and Sprint Affiliates receiving the Services to continue to use or receive the benefit of such technology, or (b) develop or obtain a non-infringing substitute (provided that the substitute does not degrade the performance or quality of the Services or adversely affect the intended use thereof as contemplated by this Agreement). If Sprint’s or a Sprint’s Affiliates receiving the Services

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right to use any Covered Technology is enjoined and Supplier cannot comply with (a) or (b) of this Section 9.2.1, then, in addition to Supplier’s indemnification obligation above, Supplier will remove the affected Covered Technology and refund, based on a three-year straight-line depreciation method, the price paid by Sprint in respect of such affected Covered Technology, including incidental charges such as transportation, installation, and removal, and if removal of the affected Covered Technology is material, then Sprint may terminate this Agreement in accordance with the process in Section 11.2.1(b). Notwithstanding anything to the contrary elsewhere in this Agreement, Supplier will have no obligation to indemnify, defend, or hold Sprint Indemnitees harmless regarding any claim or action to the extent that it is based upon: (i) a modification of a program, machine, or other technology by Sprint if the modification was not reasonably contemplated by the Parties and if the infringement or violation would not have occurred but for that modification; (ii) Sprint’s combination, operation, or use of Supplier technology with apparatus, data, or programs if the combination was not reasonably contemplated by the Parties and the infringement or violation would not have occurred but for that combination; (iii) the use by Sprint of any technology provided by Supplier or any third party other than in accordance with the applicable licenses; (iv) Supplier’s use, in accordance with this Agreement, of Sprint software or other Sprint-provided materials; (v) the failure of Sprint to use corrections or modifications provided by Supplier offering equivalent features and functionality after Supplier provides Sprint with reasonable advance written notice of any actual or alleged infringement and provides non-infringing replacement technology to Sprint at no charge; or (vi) the failure of Sprint to obtain a Required Consent, to the extent that it was Sprint’s obligation to obtain such Required Consent hereunder.

9.2.2

Transitioned Employees. Supplier will defend, indemnify and hold Sprint Indemnitees harmless from and against any and all Losses to the extent arising from claims or demands against Sprint Indemnitees by any Designated Personnel or Subsequent Designated Personnel or any of Supplier’s or its Subcontractors’ employees or former employees to the extent based upon or resulting from any act or omission of Supplier or its Subcontractors occurring during or after the hiring process, and on or after the date such individual accepts employment with and is employed by Supplier or its Subcontractors, or in connection with such individual’s termination of employment by, or other separation from, Supplier or its Subcontractors, including any allegation that such employee was wrongfully terminated by Supplier or its Subcontractors or was denied any Supplier- or Subcontractor-provided severance or termination payment upon leaving the employ of Supplier or its Subcontractors, or any allegation that Supplier or any of its Subcontractors violated any federal, state or local laws or regulations

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for the protection of an individual or of individual members of a protected class or category of persons.

	9.2.3		Third Party Services. Supplier will defend, indemnify and hold Sprint Indemnitees harmless from and against any and all Losses related to claims or demands by any third party against any of them to the extent based upon or arising out of: (i) an alleged breach by Supplier of any agreement with such third party (including employment agreements or subcontracts and any other agreement for the provision of third-party services) not caused by Sprint; (ii) any action brought by any Supplier Personnel (other than Designated Personnel) or Subcontractor seeking to be treated as a Sprint employee or claiming entitlement to any Sprint employee benefits other than with regard to periods during which they were actually employed by Sprint; (iii) any action seeking to declare Sprint as a joint employer with Supplier of any such Supplier Personnel (other than Designated Personnel) or Subcontractor; (iv) any determination resulting from or pursuant to any arbitration proceeding, court proceeding by a court of competent jurisdiction, administrative proceeding, or other similar proceeding, that Sprint was the employer of, or, together with Supplier, was the joint employer of, any such Supplier Personnel (other than Designated Personnel) or Subcontractor, except with regard to periods during which such persons actually were employed by Sprint; or (v) theft, fraud, or misappropriation of tangible or intangible personal property by Supplier or any Subcontractor, or by the officers, directors, Affiliates, employees, agents, representatives, or subcontractors of any of the foregoing.
	9.2.4		Sprint Data or Confidential Information. Supplier will defend, indemnify and hold Sprint Indemnitees harmless from and against any and all Losses related to (i) claims or demands brought by any third party against any of them and/or (ii) costs incurred to notify impacted customers of a breach (provided the Sprint Indemnitees use a reasonably cost-effective method of notification in light of the circumstances and in compliance with applicable Laws), in each case to the extent arising from Supplier’s breach of its obligations with respect to Sprint Data and Sprint Confidential Information.
	9.2.5		Disposal of Purchased Assets. Supplier will defend, indemnify and hold Sprint Indemnitees harmless from and against any and all Losses to the extent arising from any claims or demands by any third party that Supplier disposed of any of the Initial Purchased Assets in violation of the terms of this Agreement or of any applicable federal, state, or local environmental law, regulation, or ordinance.
	9.2.6		Representations, Warranties and Covenants. Supplier will defend, indemnify and hold Sprint Indemnitees harmless from and against any

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and all Losses related to claims or demands brought by any third party against any of them to the extent arising from Supplier’s breach of any of the representations, warranties or covenants under Sections 15.1.2 (Formation, Authority, Litigation), 15.1.3 (No Violations, Approvals), 15.1.6 (Malicious Technology), 15.1.12 (Compliance with Laws), and 15.1.14 (Certification of Legal Status) of this Agreement.

9.3

Sprint’s Indemnification.

9.3.1

Infringement. Sprint will defend, indemnify and hold Supplier Indemnitees harmless from and against any and all Losses related to claims or demands brought by any third party against any of them to the extent arising out of any actual or alleged infringement of any Intellectual Property Right, including misappropriation of trade secrets, to the extent based upon technology or other materials provided to Supplier by Sprint or a Sprint Affiliate to the extent used by Supplier to provide the Services to Sprint or a Sprint Affiliate (each such claim or demand, a “Sprint Infringement Claim”). In the event of a Sprint Infringement Claim, Sprint may, in addition to its indemnification obligations above, either (a) procure a license to enable Supplier to continue to use or receive the benefit of such technology and other materials, or (b) develop or obtain a noninfringing substitute. Upon the issuance of a court order requiring Supplier to discontinue use of the infringing material or upon Sprint’s election to require Supplier to discontinue use of the infringing material, Supplier will be excused from performing to the extent such discontinued use of the infringing material prevents Supplier from meeting any of its performance obligations under this Agreement. Sprint will have no obligation to indemnify, defend, or hold Supplier Indemnitees harmless regarding any claim or action to the extent that it is based upon: (i) a modification of technology or materials by Supplier if the modification was not reasonably contemplated by the Parties and the infringement or violation would not have occurred but for that modification; (ii) Supplier’s combination, operation, or use of Sprint technology with apparatus, data, or programs if the combination was not reasonably contemplated by the Parties and the infringement or violation would not have occurred but for that combination; (iii) the use by Supplier of any technology provided by Sprint or any third party other than in accordance with the applicable licenses; (iv) Sprint’s use, in accordance with this Agreement, of Supplier software or other Supplier-provided materials; (v) the failure of Supplier to use corrections or modifications provided by Sprint offering equivalent features and functionality after Sprint provides Supplier with reasonable advance written notice of any potential infringement and provides non-infringing replacement technology to Supplier at no charge; or (vi) the failure of Supplier to obtain a Required Consent, to the extent that it was Supplier’s obligation to obtain such Required Consent hereunder.

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	9.3.2		Employment Claims. Sprint will defend, indemnify and hold Supplier Indemnitees harmless from and against any and all Losses to the extent arising from (i) liability resulting from the employment of Designated Personnel or Subsequent Designated Personnel and based on conduct occurring prior to their employment effective date with Supplier (including employment taxes and withholdings); (ii) payment or failure to pay any salary, wages or other cash compensation due and owing to (a) any Sprint personnel who do not become Designated Personnel or Subsequent Designated Personnel or (b) any Designated Personnel or Subsequent Designated Personnel prior to such Designated Personnel’s or Subsequent Designated Personnel’s employment effective date with Supplier; (iii) employee pension or other benefits (including vacation hours and liability) (a) accrued by any Sprint personnel who do not become Designated Personnel or Subsequent Designated Personnel, and (b) of any Designated Personnel or Subsequent Designated Personnel accruing prior to such Designated Personnel’s or Subsequent Designated Personnel employment effective date with Supplier; (iv) other aspects of any Designated Personnel’s or Subsequent Designated Personnel’s employment relationship with Sprint or Sprint Affiliates, or the termination of such relationship, including claims for breach of an express or implied contract of employment; and (v) liability resulting from misrepresentations to the Designated Personnel by Sprint or Sprint Affiliates (or their respective officers, directors, employees, representatives or agents) with respect to their potential employment by Supplier, except, in each case, to the extent resulting from the wrongful actions of Supplier.
	9.3.3		Third Party Services. Sprint will defend, indemnify and hold Supplier Indemnitees harmless from and against any and all Losses related to claims or demands by any third party against any of them to the extent based upon or arising out of: (i) an alleged breach by Sprint of any agreement with such third party (including employment agreements or subcontracts and any other agreement for the provision of third party services) not caused by Supplier, including as a result of Supplier mismanagement of such agreement hereunder; or (ii) theft, fraud, or misappropriation of tangible or intangible personal property by Sprint or any Sprint subcontractor, or by the officers, directors, Affiliates, employees, agents, representatives, or subcontractors of any of the foregoing.
	9.3.4		Supplier Data or Confidential Information. Sprint will defend, indemnify and hold Supplier Indemnities harmless from and against any and all Losses related to claims or demands brought by any third party against any of them arising from Sprint’s breach of its obligations with respect to Supplier Data and Supplier Confidential Information.

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	9.3.5		Representations, Warranties and Covenants. Sprint will defend, indemnify and hold Supplier Indemnitees harmless from and against any and all Losses related to claims or demands brought by any third party against any of them to the extent arising from Sprint’s breach of any of the following representations, warranties or covenants under Sections 15.2.1 (Formation, Authority, Litigation), 15.2.2 (No Violations; Approvals), and 15.2.4 (Compliance with Laws) of this Agreement.
	9.3.6		Content. Sprint will defend, indemnify and hold Supplier Indemnitees harmless from and against any and all Losses to the extent arising from any third party claim of defamation, infringement or similar claim relating to data transmitted by Sprint’s customers on the Sprint Network and used, processed, or managed by Supplier as part of the Services, provided that the Supplier Indemnitee seeking indemnity was authorized to use, process, or manage the data pursuant to this Agreement.

9.4

Procedures for Indemnification. The obligations and liabilities of the Parties with respect to an indemnification claim under Sections 9.1, 9.2, and 9.3 of this Agreement will be subject to the following terms and conditions:

9.4.1

Promptly after receipt by any person or entity entitled to indemnification under this Agreement of notice of the commencement or threatened commencement of any civil, criminal, administrative, or investigative action or proceeding involving a claim in respect of which the indemnitee will seek indemnification hereunder (but in no event later than seven (7) days before any response to a complaint is due if the person or entity entitled to indemnification has itself been afforded such amount of time), an indemnification claim will be made by a Party seeking indemnification under this Section 9 (the “Indemnified Party”) by delivery of a written notice to the Party from whom indemnification is sought under this Section 9 (the “Indemnifying Party”) requesting indemnification from the Indemnifying Party and specifying the basis on which indemnification is sought and the amount of asserted Losses and, containing (by attachment or otherwise) reasonably detailed information concerning the claim.

9.4.2

Within fifteen (15) Business Days after receiving notice, the Indemnifying Party will deliver to the Indemnified Party its written acknowledgment that the Indemnified Party is entitled to indemnification pursuant to this Section 9 for Losses arising out of such third party claim or will object to such indemnification claim by delivery of written notice of such objection specifying in reasonable detail the basis for such objection. The Indemnifying Party will thereafter be entitled to assume the defense of such claim, at its own expense, with counsel reasonably satisfactory to the Indemnified Party.

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			After notice from the Indemnifying Party to the Indemnified Party of an election to assume the defense of any such claim (an “Election Notice”), the Indemnifying Party will not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof, other than as provided in this Section 9.4. In the event the Indemnifying Party does not assume the defense of or satisfy and discharge such claim, the Indemnified Party may contest it, and in such event, or if the Indemnified Party reassumes the defense as provided below, all reasonable legal fees, disbursements and other costs and expenses of such contest of the Indemnified Party will also be subject to the indemnification provisions of this Section 9. The Indemnifying Party will give the Indemnified Party ten (10) Business Days notice of any proposed settlement or compromise of any claim, the defense of which such party has assumed. However, the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement affecting the Indemnified Party to the extent that the judgment or settlement involves other than the payment of money by the Indemnifying Party in connection with a mutual release from all liability without the prior written consent of the Indemnified Party.
	9.4.3		If the Indemnifying Party fails to: (i) deliver a timely Election Notice; (ii) immediately take control of the defense and investigation of the claim after delivering a timely Election Notice; (iii) engage counsel reasonably satisfactory to the Indemnified Party to handle and defend the claim; or (iv) proceed in good faith with the prompt resolution of the claim, then the Indemnified Party, with prior written notice to the Indemnifying Party and without waiving any rights to indemnification, will have the right to defend or settle the claim without the prior written consent of the Indemnifying Party. The Indemnifying Party will reimburse the Indemnified Party on demand for all Damages incurred by the Indemnified Party in defending and settling the claim.
	9.4.4		Any settlement or compromise made or caused to be made by the Indemnified Party of any indemnifiable claim, the defense of which has not been assumed by the Indemnifying Party, will be binding upon the Indemnifying Party in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise. The Indemnified Party will give the Indemnifying Party ten (10) Business Days notice of any proposed settlement or compromise.
	9.4.5		The Indemnified Party will, upon the written request of the Indemnifying Party, cooperate reasonably in the defense of such claim, including affording to the Indemnifying Party the right of access, during normal business hours, to pertinent books and records for purposes of inspection and making copies, but all reasonable out of

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			pocket expenses incurred by the Indemnified Party in connection with the foregoing will be reimbursed by the Indemnifying Party. If the Indemnifying Party assumes the defense of any such claim in accordance with the terms of this Section 9.4, the Indemnified Party will have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party.
	9.4.6		Failure by the Indemnified Party to promptly notify the Indemnifying Party of the claim, or failure by the Indemnified Party to provide reasonable cooperation and information to defend or settle the claim, will mitigate the indemnification and defense obligations of the Indemnifying Party’s ability to defend or settle the claim.

10.

LIMITATION OF LIABILITY

10.1

Type of Damages. Except as set forth in Section 10.3, below, neither Party nor their Affiliates will be liable under any theory of tort, contract, strict liability or other legal or equitable theory for any special, indirect, incidental, consequential, exemplary or punitive damages (including lost profits or savings), each of which (“Excluded Damages”) is hereby excluded by agreement of the Parties regardless of whether or not the other Party has been advised of the possibility of such damages, provided however, that any additional reasonable amounts that Sprint is required to expend in excess of the Fees hereunder to procure comparable services from an alternative source to replace Services due to any default by Supplier hereunder for which Sprint has given Supplier notice, or to address, mitigate, or avoid any adverse consequences of any such default by Supplier hereunder, will be construed as direct damages and not as Excluded Damages.

	10.2		Amount of Damages. [*****]
	10.3		Exceptions. Notwithstanding the foregoing, there will be no limitation on the amount of liability, and no exclusion of any types of damages for the following: (i) Supplier’s breaches of Sections 13, 14.2, 14.3, 16, or 19.10.2; (ii) a Party’s indemnification obligations under this Agreement; (iii) a Party’s willful misconduct, fraud or gross negligence; (iv) Supplier’s grossly negligent,

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			intentional, willful or fraudulent abandonment or interruption of the Services or Supplier’s grossly negligent, intentional, willful or fraudulent failure to provide or interruption of Disentanglement services as described in this Agreement in breach of Supplier’s obligations under this Agreement that is not otherwise excused; provided, however, that Supplier may exercise its express termination rights under this Agreement in good faith, in which case the limitations set forth in Sections 10.1 and 10.2 will apply subject to Supplier’s continued obligation to provide Disentanglement Services as set forth in this Agreement; (v) Sprint’s breach of Sections 13.1, 14.2, 14.8, or 16, or Sprint’s improper use or distribution of Supplier’s intellectual property; and (vi) Fees and other amounts that are due and owing to Supplier for Services under this Agreement.
	10.4		Mitigation. Each Party acknowledges and agrees that it has a duty to mitigate damages and covenants that it will use commercially reasonable efforts to minimize any damages it may incur as a result of the other Party’s intentional or unintentional breach of this Agreement.

11.

TERM AND TERMINATION

11.1

Term and Renewals. Unless earlier terminated pursuant to this Section 11 or as otherwise provided herein, the initial term of this agreement (the “Initial Term”) will be for a period commencing on the Effective Date and continuing until the seven (7) year anniversary of the Service Commencement Date. Sprint may, in its sole discretion, extend the Term for up to three (3) successive periods of not more than one (1) year each (each, a “Renewal Term”), in accordance with the pricing terms and conditions set forth in this Agreement, by providing written notice delivered to Supplier at least 180 days before the end of the then-current Term. The “Initial Term” and any “Renewal Terms” will constitute the “Term” of this Agreement. This subsection is subject to the early termination rights stated elsewhere in this Agreement. If the Disentanglement extends beyond the Term or the effective date of termination of this Agreement by either Party, as the case may be, the Term will continue through the date on which the Disentanglement is completed in accordance with Section 12.

11.2

Termination by Sprint.

11.2.1

For Cause. [*****]

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	11.2.2		Termination by Sprint for Convenience. Starting after two years after the Service Commencement Date, Sprint will be entitled to terminate all or a portion of this Agreement (as set forth in Section 11.2.3 below) without cause for any reason or no reason upon 180 days notice and payment of the termination fee as set forth in Exhibit N.
	11.2.3		Partial Termination. In exercising its rights under Section 11.2.2, Sprint will be entitled to terminate any identifiable component of the Services (including any such component added pursuant to an Additional Services Order). Any such partial termination of the Services will not affect or diminish any of Supplier’s other obligations under this Agreement, including, but not limited to, its obligations to perform the remaining Services. Except in the case of termination solely affecting an Additional Services Order for which a separate termination for convenience fee is specified (in which case such fee will apply), promptly upon Sprint giving notice of any such partial termination, the Parties will determine the termination fee due as a direct result of such partial termination in accordance with Section 5.2 of Exhibit N. Sprint will pay such termination fee no later than the effective date of the partial termination. In no event will the amount of such termination fee exceed either (i) the amount of the fee applicable to a complete termination pursuant to Section 11.2.2 or (ii) the amount determined in accordance with Section 5.2 of Exhibit N.
	11.2.4		Reduction in Quantity. [*****]
	11.2.5		For Supplier Financial Instability. Sprint may terminate this Agreement without liability with at least 30 days’ notice to Supplier if (i) Supplier does not meet its material undisputed financial obligations, including judgments, to third parties as those obligations become due (and fails to cure those failures in the requisite time); or (ii) Supplier’s stock is removed or delisted from a trading exchange because of to meet its obligations in subsection (i).
	11.2.6		For Supplier Change of Control. [*****]

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[*****]

11.3

Termination by Supplier. Supplier may terminate this Agreement solely if (i) Sprint has failed to make a payment due under Section 8, (ii) such payment is not subject to a good faith dispute as permitted in Section 8, and (iii) Supplier gives written notice of Sprint’s failure to pay and Sprint fails to cure the failure within 35 calendar days after Sprint’s receipt of said notice.

11.4

Termination Date. Any termination by Sprint will be effected by Sprint sending to Supplier a written notice of termination specifying the extent of the Services being terminated and the date (the “Termination Date”), upon which such termination will be effective (any such notice, a “Termination Notice”), it being understood that any Termination Date must be set so as to allow the notice period required hereunder (e.g. in the case of a termination pursuant to Section 11.2.1, the Termination Date must be at least 180 days after the date the notice is given). Unless otherwise specified the “Termination Date” will be deemed to occur at 11:59 p.m. US. Eastern Standard Time on the date specified.

11.5

Effect of Termination or Expiration.

	11.5.1		Except as otherwise provided in this Agreement, upon the termination or expiration of this Agreement, Supplier will have no further obligation to provide Services to Sprint, Sprint will have no further obligation to pay for further Services from Supplier, and all outstanding undisputed and unpaid amounts due and owing to Supplier under the terms of this Agreement will be paid by Sprint within thirty (30) days of such termination or expiration. Termination will not constitute a Party’s exclusive remedy for any default, and neither Party will be deemed to have waived any of its rights accruing hereunder prior to such default.
	11.5.2		If either Party terminates this Agreement as a result of a claimed Default by the other Party, and the other Party does not agree a Default was committed, then the other Party will have the right to avail itself of all defenses and remedies available to it at law or in equity.
	11.5.3		The termination or expiration of this Agreement will not affect the following:

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	(a)		the provisions of Section 9 or any other indemnification obligations of either Party, and the related obligations of Supplier and Sprint to pay or satisfy any obligation or liability due and owing or which becomes due and owing to the other Party under Section 9 hereof; and
	(b)		the provisions of Sections 1, 2.4, 5.5, 6.2.7, 7.5, 7.7, 7.8, 7.9, 8.2.3, 8.3, 8.8, 9, 10, 11.5, 12, 13, 14, 15.4, 16, 18.1, 18.2, 18.3.1, 18.3.2, 18.3.3(c), 18.4, 19.1, 19.3, 19.4, 19.7, 19.8, 19.10-19.13, 19.15, and 19.16, which will survive the termination or expiration of this Agreement.

12.

DISENTANGLEMENT

12.1

General Obligations. In connection with any expiration or termination of the Term, or with termination of Supplier’s performance of any Services then being provided hereunder, Supplier will take all necessary and appropriate actions to accomplish a complete, timely, and seamless transition from Supplier to Sprint, or to any third party service providers designated by Sprint, of the Services being terminated or expiring, without material interruption or material adverse impact on the Services, the Statement of Work, and Service Levels, (all such actions, collectively, a “Disentanglement”). Other than as set forth in Section 12.3 below, all actions performed and services provided by Supplier related to Disentanglement will be deemed Services and all such Disentanglement Services performed by Supplier will be at no additional cost (other than the applicable Fees for the Services) to Sprint beyond what Sprint would have paid for the Services absent Supplier’s performance of Disentanglement Services; provided, however, that if Sprint requests Disentanglement services for which there is no charging mechanism in Exhibit N, the Parties will reasonably agree on the rates for such services (the “Excess Services Rates”), which will be no less favorable to Sprint than the lower of the most favorable applicable rates available under then-current contracts between Supplier and Sprint for comparable services performed in a comparable geographic location or, if there are no such rates, then at Supplier’s then-current reasonable commercially available rates. If the Agreement is terminated by Supplier under Section 11.3 for failure to pay, Supplier may require payment in advance at the beginning of each month for Disentanglement Services. Such advance payments will be based on a reasonable, good faith estimate provided by Supplier at least fifteen (15) days in advance of such month, and any additional Fees or credits will be reflected on the next invoice.

12.2

Disentanglement Process. [*****]

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[*****]

12.3

Disentanglement Plan. As soon as reasonably practicable after the Disentanglement Commencement Date, Supplier and Sprint, and any third party service providers designated by Sprint, will confer and negotiate in good faith to reach mutual agreement on and document within thirty (30) days after such Disentanglement Commencement Date, a written plan (a “Disentanglement Plan”) that: (i) allocates responsibilities for Disentanglement and transition of the Services among the Parties and, to the extent applicable, such third party service providers; and (ii) sets forth in reasonable detail the respective services to be provided by each of the Parties and such third party service providers, including all Disentanglement Services to be performed by Supplier, provided that such plan will not in any respect lessen or eliminate Supplier’s obligations under this Agreement to provide all Disentanglement Services reasonably requested by Sprint that are necessary to transition the Services to Sprint or its third-party service providers (and Sprint’s obligation to pay for those Services). Supplier will update such Disentanglement Plan from time to time, as appropriate and subject to Sprint’s reasonable approval, in order to address any impact of any unexpected changes in the Services or the Statement of Work, or in the hardware, Software, or other resources used to provide the Services, as such Disentanglement progresses. Supplier will be required to perform its Disentanglement Services on an expedited basis, as reasonably determined by Sprint, if Sprint terminates the Agreement. Expedited Disentanglement Services may require Supplier to use additional resources. To the extent Sprint authorizes Supplier to use additional Supplier Personnel to perform Disentanglement Services requested by Sprint, Sprint will pay Supplier the rates and charges specified in Exhibit N, or, if no such rates and charges are specified in Exhibit N, a fee determined based on Excess Services Rates.

12.4

Preparation for Disentanglement.

12.4.1

[*****]

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			[*****]
	12.4.2		[*****]

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	12.5		[*****]
			[*****]
			[*****]

12.6

Specific Disentanglement Obligations. During Disentanglement, the Parties will perform their respective obligations specifically identified below in this Section 12.6, with respect to the Services or, in the event of a termination of less than all of the Services as permitted in Section 11, the portion of Services being terminated.

12.6.1

Full Cooperation and Information. The Parties will cooperate fully with one another during Disentanglement (in general, to the same

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extent as their cooperation prior to entering into this Agreement) to facilitate a smooth transition of the applicable Services from Supplier to Sprint or Sprint’s designated service provider. Such cooperation will include the provision (both before and after the cessation of Supplier’s providing of all or any part of the terminated Services under this Agreement) by Supplier to Sprint of sufficient information (including all information then being utilized by Supplier, including the descriptions of Listed Highly Competitive Applications required by Section 12.5.1, but excluding the Listed Highly Competitive Applications themselves) to enable Sprint’s personnel (or that of third parties) who are reasonably skilled in the provision of services similar to the Services, to fully assume and continue the provision of such Services.

	12.6.2		Data and Documentation. In addition to Supplier’s obligations with regard to Documentation set forth in Section 12.4.1, Supplier will deliver to Sprint or Sprint’s designee, promptly upon Sprint’s request, all Documentation, Process Documentation and data of Sprint’s from the Services or the performance of the Services, including all Sprint Data, then held by Supplier, except for documents and data that are legally privileged in the hands of Supplier, and Supplier will destroy all copies thereof not turned over to Sprint and certify the same to Sprint, all at no charge to Sprint.
	12.6.3		No Material Interruptions or Adverse Impact. Supplier will cooperate with Sprint and all of Sprint’s other service providers materially impacted by the Services to ensure a smooth transition throughout Disentanglement, with no material interruption of Services, no material adverse impact upon the provision of Services or upon the achievement of Statement of Work, no material adverse impact upon Sprint’s and its Affiliates’ businesses, business activities, employees, and customers, no material interruption of any services provided to Sprint or its Affiliates by third parties to the extent materially impacted by the Services, and no material adverse impact upon the provision of such third party services or their quality.
	12.6.4		[*****]

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			[*****]
	12.6.5		Transfer of Licenses and Leases. Upon termination of this Agreement by Sprint for any reason, Supplier will, as described in Section 12.4.2, convey or assign to Sprint (or its designee) such leases, licenses, and other contracts described in Section 12.4.2. Supplier will be responsible for the satisfaction and performance of all obligations (including all financial obligations) under any such leases, licenses, and other contracts that are assigned or conveyed to Sprint (or its designee) pursuant to this Section 12.6.5 with respect to periods prior to the date of any such conveyance or assignment, and Supplier will indemnify and hold Sprint harmless from and against, and reimburse Sprint for any damages, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees and out of pocket expenses) resulting from any claim that Supplier did not perform such obligations.
	12.6.6		Hiring of Employees. During Disentanglement, Supplier will cooperate with and assist (and will use all commercially reasonable efforts to cause its Subcontractors to timely cooperate with and assist) (i) with Sprint’s (or its designee’s) offering of employment to those Supplier and Subcontractor employees who are selected by Sprint, in its sole discretion, and who (A) are dedicated at least [*****] to providing Services being terminated, (B) are Key Personnel or (C) are approved by Supplier and (ii) in effecting, in a manner favorable to Sprint, the transition of any such employees who are hired by Sprint or its designee (although such employees will not be hired until Supplier no longer needs them to perform the Service and Disentanglement Services under this Agreement). Notwithstanding the foregoing, Supplier will not be required to take any actions that would constitute a breach of any agreement, in existence as of the Effective Date, with a Subcontractor regarding non-solicitation of such Subcontractor’s employees. Such offers of employment by Sprint (or its designee), if any, will be made during the period starting on the Disentanglement Commencement Date and ending on the date that is ninety (90) days after the expiration date. Supplier will be solely responsible for, and will pay, all financial obligations owing or accruing with respect to the period prior to the date that Sprint (or its designee) hires any such employees of Supplier, and Supplier will use all commercially reasonable efforts to cause each Subcontractor to pay any such financial obligations owing or accruing with respect to the period prior to the date that Sprint (or its designee) hires any such employees of such Subcontractor, in accordance with the provisions of this Agreement and all Schedules, Exhibits and Attachments attached hereto.

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12.6.7

Office Space and Furnishings. During the Disentanglement, Sprint and Supplier will give reasonable consideration, and discuss in good faith with Sprint, whether Supplier will make available, until at least twelve months after the conclusion of Disentanglement, to Sprint and Sprint’s third party service providers such reasonably unencumbered access, and such office space, furnishings, and storage space, for the employees being retransferred to Sprint pursuant to Section 12.6.6 to perform services equivalent to those performed on Sprint’s behalf while employed by Supplier, at Supplier’s facilities and premises (other than those leased from Sprint pursuant to this Agreement), in a manner similar to that in which Supplier makes such access, space, furnishings, and storage space available to its own employees performing similar work. If Sprint and Supplier reach agreement on such terms, they will document the specific terms of that agreement in a separate agreement.

12.7

Return of Sprint Data. Upon Disentanglement, or at such earlier commercially reasonable time if any Sprint Data is no longer required by Supplier in order to provide the Services under this Agreement, Supplier will either destroy or return to Sprint, as directed by Sprint, all papers, written materials, data and information, in whatever form, format or media, furnished to Supplier by Sprint (collectively, the “Sprint Data”) in connection with or as a result of the performance of the Services under this Agreement. All electronic data will be provided to Sprint in such format and media being used by Supplier. Without Sprint’s express written prior approval, Supplier will not utilize the Sprint Data for any purpose other than for the rendering of the Services to Sprint under this Agreement. Supplier may not assert any lien, security interest or other claim in or to any of the Sprint Data, in whatever form, format or media, furnished by Sprint or by any third party to Supplier under this Agreement.

12.8

Injunctive Relief. Supplier acknowledges that, in the event it breaches (or attempts or threatens to breach) its obligation to perform its Disentanglement obligations in accordance with the provisions of this Section 12, Sprint may be irreparably harmed. In such a circumstance, Sprint may seek immediate injunctive or other relief in a court of competent jurisdiction. If a court of competent jurisdiction should find that Supplier has breached (or attempted or threatened to breach) any such obligations, Supplier agrees that, the Court may enter an order: (i) compelling specific performance by Supplier; and (ii) restraining it from any further breaches (or attempted or threatened breaches). In the event the Court enters such an order, Sprint will be entitled to an award of expenses of litigation, including its reasonable attorneys’ fees.

13.

CONFIDENTIALITY; USE OF DATA

13.1

Confidential Information.

13.1.1

Protection. Each Party acknowledges that while performing its obligations under this Agreement it may have access to the other

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Party’s Confidential Information. Commencing on the Effective Date and continuing during and after the termination or expiration of this Agreement, neither Party will disclose to any third party, and each Party will keep strictly confidential, all Confidential Information of the other, protecting the confidentiality thereof with at least the same level of efforts that it employs to protect the confidentiality of its own proprietary and confidential information of like importance to it and in any event, by reasonable means. The obligations of this Section 13.1 will not apply to any Confidential Information for a period longer than it is legally permissible to restrict disclosure of that item of Confidential Information. To protect Confidential Information of the disclosing Party from unauthorized use, including disclosure, loss or alteration, the receiving Party will ensure that all hardware and software systems used to access the disclosing Party’s Confidential Information contain commercially reasonable security features. In no event will the receiving Party fail to use reasonable care to avoid unauthorized use, including disclosure, loss or alteration of the disclosing Party’s Confidential Information. Any Confidential Information related to this Agreement exchanged by the Parties prior to the Effective Date is subject to the confidentiality restrictions in the Non-Disclosure Agreement between Sprint/United Management Company and Ericsson Inc. dated June 12, 2008, as amended, and the Interim Managed Services Agreement between Sprint/United Management Company and Ericsson Inc. dated December 12, 2008, as amended.

13.1.2

Permitted Disclosure. Sprint may disclose Supplier’s Confidential Information to a Sprint Affiliate and to employees, agents, contractors and legal representatives of Sprint or a Sprint Affiliate, if they have a need to know and an obligation to protect the Confidential Information that is at least as restrictive as this Agreement. Supplier may disclose Sprint Confidential Information to Supplier Personnel only if they have a need to know and an obligation to protect the Confidential Information that is at least as restrictive as this Agreement. Supplier may also disclose Sprint Confidential Information to Supplier’s agents, contractors and consultants (“Third Party Suppliers”), if they have a need to know and an obligation to protect the Confidential Information that is at least as restrictive as this Agreement. Supplier will maintain an executed written agreement with the Third Party Supplier with terms at least as restrictive as those stated in this Section 13, and advise the Third Party Supplier of its obligations. Supplier will not disclose to Sprint any Confidential Information of a third party without the third party’s consent.

13.1.3

Use or Disclosure. Neither Party will use the Confidential Information of the other Party except solely as necessary in and during the performance of this Agreement, or as expressly licensed hereunder.

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Each Party will be responsible for any improper use or disclosure of any Confidential Information of the other by such Party’s officers, partners, principals, employees, agents or independent contractors (including individuals who hereafter become former partners, principals, employee, agents or independent contractors).

	13.1.4		Required Disclosure. Either Party may disclose Confidential Information to the extent required by law or by order of a court or governmental agency; provided, however, that the recipient of such Confidential Information will give the owner of such Confidential Information prompt notice, and will use its reasonable efforts to cooperate with the owner of such Confidential Information, at owner’s cost, if the owner wishes to obtain a protective order or otherwise protect the confidentiality of such Confidential Information.
	13.1.5		Notification. In the event of any improper disclosure or loss of Confidential Information of the other Party, the receiving Party will immediately notify the disclosing Party.
	13.1.6		Injunctive Relief. Each Party agrees that the wrongful disclosure of Confidential Information may cause irreparable injury that is inadequately compensable in monetary damages. Accordingly, either Party may seek injunctive relief in any court of competent jurisdiction for the breach or threatened breach of this Agreement in addition to any other remedies in law or equity. The receiving Party will not raise the defense of an adequate remedy at law. This provision does not alter any other remedies available to either Party.
	13.1.7		Return of Confidential Information. Unless a Party is expressly authorized by this Agreement or required by Law to retain the other Party’s Confidential Information, such Party will promptly return or destroy, at the other Party’s option, the other Party’s Confidential Information, and any notes, reports or other information incorporating or derived from such Confidential Information, and all copies thereof, within five (5) Business Days of the other Party’s written request, and the receiving Party will have an officer certify to the other Party that it no longer has in its possession or under its control any such Confidential Information in any form whatsoever, or any copy thereof.
	13.1.8		Confidentiality of Agreement. Except as required by law, each Party will keep confidential and not disclose, and will cause their respective directors, officers, employees, representatives, agents, managers, members, and independent contractors to keep confidential and not disclose, any of the terms and conditions of this Agreement to any third party without the prior written consent of the non disclosing Party.

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13.2

Sprint Access. During the Term, Sprint will have the right to access (i) all database information provided to Supplier, and which has been retained by Supplier, by Sprint and by any third party; (ii) all Sprint database information; (iii) all Sprint customer data and database information; and (iv) up to date information regarding Supplier’s performance in accordance with the Statement of Work. The Parties acknowledge and agree that, other than the information described in (iv) above, all of the foregoing data and information remains at all times the sole and exclusive property of Sprint. Sprint will have the right to the immediate return of all or any portion of the foregoing data and information, with such data and information to be in such format and medium as being used by Supplier to provide the Services.

14.

PRIVACY

14.1

General. If, in the course of providing any Services, Supplier or Supplier Personnel (a) has or obtains, to any extent and for any reason, any access to Privacy Restricted Data, or (b) uses Privacy Restricted Data to contact a current, former or prospective Sprint customer, then the terms and conditions of this Section 14 will apply.

14.2

Privacy Restricted Data. Supplier may only collect, access, use, maintain, or disclose Privacy Restricted Data to fulfill its obligations under this Agreement. Sprint exclusively owns all Privacy Restricted Data and Supplier agrees to return, or at the election of Sprint, destroy (and certify in writing the destruction) all Privacy Restricted Data upon the termination or expiration of this Agreement, or earlier if requested to do so in writing by Sprint. Sprint will comply with all Laws applicable to it as a controller of Privacy Restricted Data.

14.3

Privacy Compliance. The Parties acknowledge and agree that Sprint will be and remain the owner of the Privacy Restricted Data for purposes of all applicable laws relating to data privacy Laws, with rights under such laws to determine the purposes for which the Privacy Restricted Data is processed, and nothing in this Agreement will restrict or limit in any way Sprint’s rights or obligations as owner and/or controller of the Privacy Restricted Data for such purposes. As such, Sprint is directing Supplier to process the Privacy Restricted Data in accordance with the terms of this Agreement. The Parties also acknowledge and agree that Supplier may have certain responsibilities prescribed by applicable data privacy Laws as a processor of the Privacy Restricted Data. Supplier will comply with Laws applicable to it as a processor of Privacy Restricted Data on behalf of Sprint, including as applicable to Supplier as a processor of such data and without limitation, and subject to Section 3.2 of this Agreement, the requirements of the Federal Communication Commission’s Customer Proprietary Network Information rules and regulations implementing 47 U.S.C. § 222 (the “CPNI Rules”), as well as Sprint privacy policies and guidelines (as amended from time to time and subject to the Change Control Procedures), that are made available to Supplier by Sprint in collecting, accessing, using, disclosing, and securing Privacy Restricted Data. Supplier is not authorized under this Agreement to conduct any form of direct

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marketing (through any mode of communication) related to Sprint, Sprint Affiliates or this Agreement.

14.4

Safeguards. Supplier is fully responsible for the unauthorized collection, access, disclosure, and use of Privacy Restricted Data that is in Supplier’s or Supplier Personnel’s custody and control (data traveling on Sprint’s Network is not considered to be in Supplier’s custody and control). Supplier will employ administrative, physical, and technical safeguards that are designed to prevent unauthorized collection, access, disclosure, and use of Privacy Restricted Data (“Safeguards”) in Supplier’s custody and control. The Safeguards Supplier employs must: (1) meet established best industry practices for the data in question, including the applicable security requirements as set forth in Exhibit P; and (2) ensure that only Supplier Personnel with a need to know the Privacy Restricted Data have access to it. Such access by Supplier Personnel will include digital rights only (i.e., no printing or downloading of data) unless otherwise expressly provided in the Statement of Work. Supplier will immediately notify Sprint of any breach of this Section 14 and any provision of this Agreement related to Privacy Restricted Data. Supplier will assist Sprint to investigate and remedy any breach and any related dispute, inquiry, or claim. For the avoidance of doubt, for any data residing on Sprint’s Network or in Sprint’s information systems, Supplier is obligated to improve any safeguards to the extent included as part of the Services to the extent expressly required in the Statement of Work or Exhibit P.

14.5

Location of Company Operations. Supplier will ensure that all Privacy Restricted Data in Supplier’s custody permanently resides in the United States, and may be temporarily stored and/or accessed only from within the United States and any country within which Sprint has given Supplier prior approval to conduct temporary storage and/or access of Privacy Restricted Data through Sprint’s approval of an Offshoring Request made by Supplier pursuant to Section 2.6. If, in Sprint’s sole determination, Sprint must restrict any or all access, use, storage or disclosure of Privacy Restricted Data to within the United States, Sprint and Supplier will, subject to Section 2.6.5(a) above, cooperate in good faith to ensure that all access, use, storage or disclosure of Privacy Restricted Data is restricted to within the United States. If, in Sprint’s sole determination, Sprint and Supplier cannot mutually agree to a solution to comply with this requirement, Sprint may terminate this Agreement and pay the applicable termination fee in Exhibit N.

	14.6		Training. Supplier will, within 30 calendar days of the written request by Sprint, (1) ensure that all Supplier Personnel providing Services under this Agreement complete any reasonable training provided by Sprint required for the Services; and (2) have a Supplier officer certify that the applicable Supplier Personnel have completed the training.
	14.7		Termination. Without limiting any of its other rights or remedies under this Agreement or at law, Sprint may terminate this Agreement as set forth in Section 11.2.1(f) if Supplier breaches any of Sections 14.2-14.5.

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14.8

Supplier Personal Data. In order for Supplier to provide the Services and to otherwise perform its obligations, Supplier acknowledges and agrees that information may be collected by Sprint relating to employees of Supplier and its Affiliates and Subcontractors that identifies or is identifiable to such individual persons and that may be subject to protection under the privacy Laws or other applicable Laws of certain jurisdictions. Sprint agrees that all such information will only be used by Sprint for the purpose of administering and managing the relationship between Sprint and Supplier. Sprint will use means similar to the means that it uses to protect its own employees’ personal information, but in no event less than reasonable means considering the information involved, (a) to prevent the disclosure, and (b) to protect such personal data from unauthorized access by any person, and (c) to prevent disclosure of such personal information to any third party. Upon expiration or termination of this Agreement, Sprint will destroy such personal data, retaining no copies.

14.9

Miscellaneous. This Section 14 supplements Section 13, and the provisions of this Section 14 control if they conflict with Section 13 or any other provision in this Agreement. A breach of any Privacy Restricted Data provision may result in irreparable harm to Sprint, for which monetary damages may not provide a sufficient remedy. Either Party may seek both monetary damages and equitable relief for a breach of any Privacy Restricted Data provision, including Section 14.8, in this Section 14 by the other Party.

15.

REPRESENTATIONS AND WARRANTIES

15.1

By Supplier. Supplier represents and warrants to Sprint that:

15.1.1

Preparation: Supplier (i) has performed sufficient due diligence investigations regarding the scope and substance of the Services and the information provided by Sprint; and (ii) is capable in all respects of providing the Services and other obligations in accordance with this Agreement. Supplier covenants that it will not seek any judicial rescission, cancellation, termination, reformation, or modification of this Agreement or any provision hereof, nor (except as permitted by Section 2.4.3(b)) any adjustment in the Fees to be paid for the Services, based upon any such inaccuracy or incompleteness of information it has received from Sprint prior to the Effective Date with regard to the scope and substance of the Services except where such information was withheld willfully, fraudulently, or in a grossly negligent manner, or intentionally misrepresented by Sprint;

15.1.2

Formation, Authority, Litigation: (i) Supplier has all necessary rights, powers, and authority to enter into and perform under this Agreement, (ii) it is validly existing, in good standing, and is qualified to do business in each jurisdiction where it will conduct business under this Agreement; (iii) the execution, delivery, and performance of this Agreement by Supplier have been duly authorized by all necessary

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corporate action; and (iv) no claims, actions or proceedings are pending or, to the knowledge of Supplier, threatened against or affecting Supplier that may, if adversely determined, reasonably be expected to have a material adverse effect on Supplier’s ability to perform its obligations under this Agreement;

15.1.3

No Violations; Approvals: the execution, delivery, or performance of this Agreement will not:

(a)

violate any existing law, regulation, order, determination or award of any governmental authority or arbitrator, applicable to Supplier;

(b)

violate or cause a breach of the terms of Supplier’s governing documents or of any material agreement that binds Supplier; and

(c)

require approval or filing with any governmental authority, other than filings required by applicable securities Laws or agreements between Supplier and a public stock exchange;

15.1.4

Services: all Services will be performed in a timely, professional, workperson-like manner and in accordance with the highest recognized and established professional standards and practices of quality and integrity in the industry and with the performance standards and Specifications provided or required by this Agreement, provided, however, that if a specific professional standard would set a more favorable level for a specific Service Level, then the less favorable Service Level specifically set by the Parties in Exhibit G will apply and not such professional standard; provided further, that the foregoing exception will in no way limit Supplier’s obligation to meet the foregoing standards in the manner in which it performs the Services;

15.1.5

Deliverables: [*****]

[*****]

[*****]

[*****]

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[*****]

15.1.6

Malicious Technology: Deliverables and Systems and any Software, Machines and any other technology or items furnished by Supplier to provide the Services will not (i) contain any Malicious Technology; (ii) contain any files or features that will disable or destroy any functionality of the Deliverables; (iii) monitor use of the Deliverables by Sprint; (iv) replicate, transmit or activate itself without control of a person operating the computing equipment on which it resides; or (v) execute, invoke or activate any Disabling Device. Sprint reserves the right to pursue any available civil or criminal action against Supplier for violation of this provision. Supplier will not install, use or execute any software on any Sprint CPU without the written approval of Sprint. Supplier acknowledges that it does not have any right to electronically repossess or use any self-help related to the Deliverables. “Malicious Technology” means any software, electronic, mechanical or other means, device or function (e.g. key, node, lock, time-out, “back door,” trapdoor,” “booby trap,” “drop dead device,” “data scrambling device,” “Trojan Horse”) that would allow Supplier or a third party to: (x) monitor or gain unauthorized access to any Sprint system; or (y) use any electronic self-help mechanism;

15.1.7

Supplier Personnel: Supplier Personnel (excluding Designated Personnel) will have the requisite experience, skills, knowledge, training and education to perform Services in accordance with this Agreement, and Supplier will verify all information provided by Supplier to Sprint regarding Supplier Personnel is truthful and accurate;

15.1.8

Intellectual Property: The Deliverables and Services provided by Supplier will not infringe or otherwise violate any statutory or other rights of any third party in or to any Intellectual Property Rights therein; and, as of the Effective Date, no third party has asserted, is asserting or, to Supplier’s knowledge, has threatened or has or will have any reasonable basis to assert a claim of any of the foregoing; provided, however, that Supplier will not have any obligation or liability to the extent any infringement is based upon any of the factors in Section 9.2. l(i)-(vi). Sprint’s sole and exclusive remedy for a breach of this Section 15.1.8 is set forth in Section 9.2.1 above, provided however, that the foregoing will not limit the remedies available to Sprint pursuant to such Section 9.2.1;

15.1.9

Documentation Warranty: Supplier will maintain and update all Documentation in a form that allows Sprint personnel with ordinary skills and experience with respect to the Deliverables to fully utilize the Deliverables;

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15.1.10

Title Warranty: Supplier has and will have clean, marketable and unencumbered title to all Deliverables;

	15.1.11		Public Software Warranty: Deliverables will not contain any software that is subject to any Open Source License or that incorporates any Open Source Software, unless Supplier has disclosed the potential use and Sprint has expressly agreed to such use;
	15.1.12		Compliance with Laws: Supplier will perform its obligations hereunder in a manner that conforms with all Laws applicable to Supplier’s business, Supplier’s facilities, and to Supplier as a provider of the Services; and Supplier will comply with all such applicable Laws and regulations as well as credit card association and National Automated Clearing House Association (NACHA) rules to the extent applicable to Supplier as a provider of the Services, when applicable. Supplier will obtain and maintain at its own expense all regulatory approvals, permissions, permits, licenses, and other forms of documentation required by Supplier for performance of the Services under this Agreement. Sprint reserves the right to request and review all such Supplier applications, permits, and licenses applicable to the Services;
	15.1.13		Fitness for Particular Purpose: all equipment, hardware and software provided or used (but excluding Sprint-Owned Property) by it to provide the Services pursuant to this Agreement are fit to provide said Services and subject to Section 4.3, that Supplier holds all necessary licenses for which it is responsible under this Agreement to provide said Services;
	15.1.14		Certification of Legal Status: Supplier will verify the legal status of Supplier Personnel to work in the United States. Supplier warrants that Supplier Personnel performing Services under this Agreement are authorized to work in the United States (“Compliance with Legal Status”). At the request of Sprint, Supplier will audit its Compliance with Legal Status and deliver to Sprint written certification, within 15 Business Days after Sprint’s request, that Supplier Personnel working in the United States are legally authorized to do so; and
	15.1.15		Insurance: Supplier maintains valid insurance policies as required by this Agreement.

15.2

By Sprint. Sprint represents and warrants to Sprint that:

15.2.1

Formation, Authority, Litigation: (i) Sprint has all necessary rights, powers, and authority to enter into and perform under this Agreement, (ii) it is validly existing, in good standing, and is qualified to do business in each jurisdiction where it will conduct business under this

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Agreement; (iii) the execution, delivery, and performance of this Agreement by Sprint have been duly authorized by all necessary corporate action; and (iv) no claims, actions or proceedings are pending or, to the knowledge of Sprint, threatened against or affecting Sprint that may, if adversely determined, reasonably be expected to have a material adverse effect on Sprint’s ability to perform its obligations under this Agreement;

15.2.2

No Violations; Approvals: the execution, delivery, or performance of this Agreement will not:

	(a)		violate any existing law, regulation, order, determination or award of any governmental authority or arbitrator, applicable to Sprint;
	(b)		violate or cause a breach of the terms of Sprint’s governing documents or of any material agreement that binds Sprint; and
	(c)		to Sprint’s knowledge, require approval or filing with any governmental authority, other than filings required by applicable securities Laws or agreements between Sprint and a public stock exchange;

	15.2.3		Intellectual Property. [*****]
	15.2.4		Compliance with Laws. Sprint will comply with all Laws applicable to Sprint’s business, Sprint’s facilities and Sprint’s receipt of the Services, and Sprint will obtain and maintain at its own expense all approvals, permissions, permits, licenses, and other forms of documentation required by Sprint to conduct its business and receive the Services; [*****]
	15.2.5		Employment Laws. Sprint has complied with all applicable employment Laws and collective bargaining agreements as those relate

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to Sprint employees, including as those apply to any Designated Personnel’s or Subsequent Designated Personnel’s employment relationship with Sprint or Sprint Affiliates, or the termination of such relationship; and

15.2.6

Sprint Disclaimer. Except as otherwise expressly stated in this Agreement, Sprint does not make any representation or warranty, express or implied, with respect to: (i) the Services or any component or portion thereof; or (ii) the skills, capabilities or medical or other condition of any of the Designated Personnel.

15.3

Breach of Warranty Remedies. Supplier will promptly and at no charge to Sprint (i) re-perform any Services that do not meet the requirements of this Agreement and (ii) correct all failures of any Deliverables to perform in accordance with the requirements of this Agreement or the Specifications during that Deliverable’s warranty period. If return shipment of the Deliverables occurs before the warranty period expires, Supplier will correct, replace, or credit Sprint for the Deliverables as requested by Sprint, even if the period to perform those corrections extends beyond the Deliverables’ warranty period. No remedy set forth in this Agreement (except to the extent specifically stated in this Agreement) is exclusive of any other remedy, and each remedy is in addition to every other remedy existing now or subsequent to the Effective Date, whether at law or in equity.

15.4

Warranty Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT: (i) THERE ARE NO EXPRESS WARRANTIES MADE BY EITHER PARTY; (ii) THERE ARE NO IMPLIED WARRANTIES OR CONDITIONS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY IMPLIED WARRANTIES OTHERWISE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE; AND (iii) ALL SUCH IMPLIED WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED AND EACH PARTY HEREBY WAIVES AND RELEASES ANY CLAIM TO ANY SUCH IMPLIED WARRANTIES.

16.

PROPRIETARY RIGHTS; WORK PRODUCT

16.1

Developed Property. [*****]

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			[*****]
	16.2		Supplier Intellectual Property. [*****]

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			[*****]
	16.3		Treatment of and Access to Sprint-Owned Property. [*****]

16.4

Reserved.

16.5

Property Return. [*****]

16.6

Residual Rights. [*****]

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[*****]

16.7

Sprint Third-Party Software. [*****]

16.8

Transformation IP Rights. [*****]

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[*****]

17.

SPRINT POLICIES

17.1

Policies and Procedures. Supplier and its Subcontractors, and their employees, agents and representatives will at all times comply with and abide by all policies and procedures of Sprint that reasonably pertain to Supplier (and which Supplier has been provided with advance written notice) in connection with Supplier’s performance of the Services, provision of the Deliverables, and operation, maintenance, and support of the Systems, including all such policies that pertain to conduct on Sprint premises, possession or distribution of contraband, or the access to, and security and confidentiality of, Sprint Data or Sprint’s information systems, Networks, equipment, property, or facilities. Such policies that Supplier will comply with include the security policies attached hereto as Exhibit P, and Supplier’s compliance with such security policies will governed by the procedures set forth in Exhibit P. If Sprint first provides or changes any such policies after the Effective Date, and the policy or change increases Supplier’s cost to perform the Services, Sprint and Supplier will agree upon the charges that will apply to Supplier’s compliance with any such policies or changes.

17.2

Sprint Code of Conduct. Supplier agrees to conduct business with Sprint in an ethical manner that is consistent with the Sprint Nextel Code of Conduct for Consultants, Contractors and Suppliers (“Supplier Code of Conduct”) (attached hereto as Exhibit Q). Supplier agrees to use commercially reasonable efforts to advise Supplier Personnel that they are encouraged to report inappropriate conduct involving or affecting Sprint or Sprint employees to Sprint Ethics Helpline as described in the Supplier Code of Conduct. Supplier will promptly disclose the nature and scope of any violation of the Supplier Code of Conduct during the Term that involves Sprint or involves Supplier Personnel engaged with Sprint, except in the event that this disclosure would violate any applicable law or regulation.

17.3

Environmental.

17.3.1

Supplier’s Environmental Policy. Supplier will have and implement an effective environmental policy. Supplier’s environmental policy will (i) ensure knowledge and consciousness about environmental issues among all Supplier Personnel in order to continually improve environmental impact and prevent pollution; (ii) use lifecycle

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techniques as a means for determining significant environmental aspects and as a basis for communicating environmental performance of Supplier’s processes, products and services; (iii) use “design for environment” strategies to control mass and energy flow related to Supplier’s products and services; and (iv) encourage working with Supplier’s supply-chain to ensure environmental control of the inputs to Supplier’s products and processes.

17.3.2

Sprint Green Initiatives. [*****]

[*****]

[*****]

[*****]

[*****]

18.

AUDITS

18.1

Books and Records. Supplier will maintain complete and accurate records and books of account with respect to this Agreement utilizing generally accepted accounting principles in the United States or International Financial Reporting Standards, consistently applied and complying in all respects with all applicable Law, for a period of at least 3 years after the termination or expiration of this Agreement. Supplier will retain all records of performance in respect of Service Levels and will make such records available to Sprint as set forth in this Section 18.

18.2

Audits-Financial. From time to time during the Term of this Agreement, and for six (6) months after termination in the case of any disputed charges, Supplier will allow Sprint or outside Auditors selected by Sprint, to perform an audit of the charges under this Agreement, including providing the Auditors with access to: (i) Supplier Personnel; (ii) sites where Services are provided; (iii) data and records

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relating to the Services, including the right to inspect and copy, for the purpose of verifying the accuracy of charges and invoices; provided, however, that Supplier will not be required to disclose its costs in providing the Services; and (iv) data and records relating to the determination of the portion of any termination fee related to the Termination Costs Amount described in Section 5 of Exhibit N. If any of the foregoing audits reveals that Supplier has overcharged Sprint during the period to which the audit relates, including overcharges resulting from adjusted application of Service Level measures, then Supplier will promptly refund such overcharges to Sprint plus interest at a rate of one half of one percent per month for the period of time between the date the overpayment was made and the date Supplier reimburses Sprint and, if the amount of the overcharge (offset by any undercharges revealed by such audit) is more than five percent (5%) of Supplier’s charges to Sprint for such period, the reasonable cost of such audit will be borne by Supplier. If any such audit reveals that Supplier has undercharged Sprint during the period to which the audit relates, then Sprint will promptly pay such undercharges to Supplier, plus interest at a rate of one half of one percent per month for the period of time between the date the undercharge was made and the date Sprint reimburses Supplier.

18.3

Audits — Operational Assessments.

18.3.1

Scope. Sprint and its representatives, including Sprint selected outside Auditors who are not Supplier Competitors, will have the right, at Sprint’s cost and expense and at any time (but no more often than once per calendar quarter), upon reasonable notice, to perform an operational audit, attest engagement, or inspection with respect to Supplier’s performance of the Services, including, but not limited to, any obligation of Supplier that affects Sprint’s internal controls on financial reporting. For the avoidance of doubt, Supplier agrees that the scope of such an audit may include:

	(a)		examining the data processing environment, Systems and communications facilities used to provide the Services required under this Agreement;
	(b)		reviewing the contracts between Supplier and third parties to which Sprint has the right of assignment pursuant to this Agreement; and
	(c)		reviewing Supplier’s compliance with the Service Levels, including the right to audit Supplier’s records, data, notes and other materials in respect of Service Level measures as may be necessary. Upon Sprint’s request in connection with an audit related to Service Levels, Supplier will provide Sprint or its designees with information and access to tools and procedures used to determine and report on Service Levels.

18.3.2

Access. For purposes of such audit, Supplier will grant Sprint and its Auditors full and complete access, during normal business hours, to the

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			relevant portion of Supplier’s records, documents, data and information, as they relate to this Agreement, or as they may be required in order for Sprint to ascertain any facts relative to Supplier’s performance hereunder. Supplier will provide Sprint and its Auditors such information and assistance as reasonably requested in order to perform such audits; provided, however, that (a) any third-party participating in the audit may not be a Supplier Competitor, (b) Sprint will endeavor to conduct the audit in such a way that it does not interfere with the performance of Supplier’s duties and obligations hereunder or Supplier’s other operations, (c) to the extent Sprint requires access to Supplier facilities or Systems, Sprint will, and will cause its authorized representatives to, comply with Supplier’s reasonable security and confidentiality requirements, and (d) while conducting the audit, Sprint will not have access to any information of any other customer of Supplier.
	18.3.3		SAS 70 Assessments.

(a)

Scope of Assessment and Timing. Supplier will require its Auditors to conduct an annual Type II Statement on Auditing Standards No. 70, Reports on the Processing of Transactions by Services Organizations (“SAS 70”) assessment as specified in this Section 18.3.3. The SAS 70 assessment must be prepared by a firm of certified public accountants that is registered with the Public Company Accounting Oversight Board and is reasonably acceptable to Sprint and Supplier. Supplier will pay or reimburse the [*****] of the cost or expense of each annual SAS 70 assessment and any further cost or expense will be borne by Sprint. The scope of the SAS 70 assessment will include, but not be limited to, as applicable to the Services and Supplier’s express obligations under this Agreement, and to the extent under Supplier’s control, controls that ensure:

	(i)		work is properly approved before commitments are made and that purchase requisitions (PRs) align with Project Identifications (PIDs);
	(ii)		work is properly accounted for between expense and capitalized categories;
	(iii)		capitalized work-in-progress amounts are fairly stated to allow in-servicing of assets to be performed on a timely basis;
	(iv)		capital assets that are taken out of service or are no longer being used are decommissioned on a timely

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basis and accounted for properly and on a timely basis;

	(v)		for serialized network equipment placed into service after the Service Commencement Date, or that is accurately reflected in the [*****] system as of the Service Commencement Date, that such equipment is accurately reflected in ATLAS and continues to be accurately reflected;
	(vi)		for spare parts inventory placed into inventory after the Service Commencement Date, or that is accurately reflected in Sprint’s inventory tracking system as of the Service Commencement Date, that such inventory is accurately reflected in Sprint’s inventory tracking system and continues to be accurately reflected; and
	(vii)		that IT general controls related to user system access and authority to Sprint systems function as required under Section 2.1.1.1 of Exhibit P.

For the avoidance of doubt, Supplier will be responsible for the accuracy and completeness of data in any inventory or IT system for which Supplier is responsible in Exhibit C, which in any case is limited to new entries and changes by Supplier of existing entries as of Service Commencement Date and during the Term. Sprint and Supplier will determine the scope of the SAS 70 Assessment each year prior to the end of the second quarter (by July 30 for 2009). Supplier will provide to Sprint an annual year-end management representation letter (“Letter”) that discusses material changes in Supplier’s operations and processes between October 1 and December 31. The Letter will also discuss new processes or tools deployed at the end of the control period to prevent potential control issues in the future. Supplier will provide the Letter to Sprint prior to January 20 of each calendar year.

(b)

Supplier and Sprint will, during the six-month period after the Service Commencement Date, agree on which activities performed by Supplier are subject to SAS 70 requirements. In addition, during this six-month period Sprint and Supplier will establish the specific solution against which agreed-upon SAS 70 controls will be placed and assessed. Whenever applicable, Supplier will inform Sprint on a quarterly basis whether there were significant changes in internal controls or in other factors that could significantly affect internal controls as it pertains to

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internal controls over processes directly related to the applicable and affected Services provided to Sprint. Supplier will also provide a separate written notice to Sprint in advance of any such change, but no later than 2 weeks within the reporting quarter in which the internal control was changed. Any information provided by Supplier to Sprint or its authorized representatives during a SAS 70 assessment pursuant to this subsection is Supplier’s Confidential Information and should be returned to Supplier upon conclusion of the audit as required under Section 13.1.7.

(c)

Supplier’s obligations under this Section 18.3 will continue after the Term for a period of five (5) years, but only to the extent related to Sprint’s periods during the Term, and provided that Supplier’s obligation pay or reimburse the first [*****] of the cost or expense of a SAS 70 assessment will only apply to assessments initiated during the Term.

18.3.4

Remedy. If any audit, inspection or operational assessment pursuant to this Section (including any SAS 70 or AUP Report) reveals a material inadequacy, deficiency or insufficiency of Supplier’s performance of the Services (including Supplier’s security, confidentiality, privacy practices and standards, disaster recovery capabilities, or fail-over planning or ineffectiveness of internal controls, in each case as required under this Agreement) or reveals any material inadequacy, deficiency or insufficiency of Sprint’s internal controls resulting from Supplier’s Services, then, upon receiving written notice detailing such inadequacy, deficiency or insufficiency, Supplier will promptly develop and provide to Sprint a corrective action plan, and, if caused by Supplier’s improper performance of the Services, Supplier will promptly thereafter implement such plan at Supplier’s sole cost and expense. If the material inadequacy, deficiency or insufficiency of Sprint’s internal controls is not the result of Supplier’s improper performance of the Services, Supplier will cooperate with Sprint, at Sprint’s cost and expense, to resolve the issue, which may include implementing the plan at Sprint’s cost and expense. Supplier will (and will cause the reporting audit firm to) cooperate with Sprint and Sprint’s Auditor in their review and assessment of the report. Sprint may perform one or more additional follow up audits, inspections, or assessments, using agreed upon procedures, to verify performance under the corrective action plan without regard to the once-per-year limitation.

18.3.5

Sprint Security Questionnaire. Sprint may require Supplier to answer security questionnaires or conduct a reasonable number of scans, based on Sprint’s historical data of scans that it conducted, of servers, databases, and other Network hardware that are part of the Services; provided, however, that if servers and databases are shared

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platforms that also contain information other than that used to provide the Services, those non-applicable portions of the servers and databases will not be accessible for the scans; and provided further that a scan of Sprint’s Network will be conducted pursuant to an Additional Service Order under Section 2.10 of this Agreement.

18.4

Compliance with Supplier’s Policies. To the extent that Sprint or its third-party contractors require any access to Supplier facilities or systems, Sprint will, and will cause its third-party contractors to, comply with Supplier’s reasonable security and confidentiality requirements.

18.5

Cooperation. Supplier understands that Sprint may engage other vendors to provide additional services similar to the Services hereunder. Supplier will provide such cooperation, information and access as may be necessary for such parties to perform their services; provided that Sprint will pay for any additional resources needed by Supplier to comply with this provision. In the event of any dispute or disagreement between such party or parties and Supplier as to the performance of a particular task and the responsibility or accountability therefor, the Parties will resolve such dispute or disagreement based upon the dispute resolution provisions in Section 7 of this Agreement.

19.

GENERAL PROVISIONS

19.1

Assignment.

19.1.1

Affiliates. Either Party may assign its rights or obligations under this Agreement, without the approval of the other Party, to an Affiliate (or in the case of Sprint, a Sprint Affiliate) that expressly assumes the assigning Party’s obligations and responsibilities under this Agreement; provided the assigning Party (a) remains fully liable for and is not relieved from the full performance of its obligations under this Agreement, and (b) provides the other Party with prompt written notice of the assignment.

19.1.2

Change in Control. Either Party may assign its rights and obligations under this Agreement without the approval of the other Party to an Entity acquiring Control of the assigning Party, an Entity into which the assigning Party is merged, or an Entity acquiring all or substantially all of the assigning Party’s assets, provided:

(a)

In the case of Supplier, (i) Supplier remains fully liable for and is not relieved from the full performance of its obligations under this Agreement, (ii) the acquirer or surviving Entity agrees in writing to be bound by the terms and conditions of this Agreement, and (iii) Supplier provides Sprint with prompt written notice of the assignment.

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(b)

In the case of Sprint, (i) Sprint remains fully liable for and is not relieved from the full performance of its obligations under this Agreement, (ii) the acquirer or surviving Entity agrees in writing to be bound by the terms and conditions of this Agreement, and (iii) Sprint provides Supplier with prompt written notice of the assignment.

19.1.3

Other Assignments. Except as set forth in this Section 19.1, neither Party may assign this Agreement or delegate its duties, in whole or in part, without any consent of the other Party.

19.1.4

Additional Requirements. An assignee of either Party authorized hereunder will be bound by the terms of this Agreement and will have all of the rights and obligations of the assigning Party set forth in this Agreement. This Agreement is binding on and enforceable by each Party’s permitted successors and assignees. If any assignee refuses to be bound by all of the terms and obligations of this Agreement or if any assignment is made in breach of the terms of this Agreement, then such assignment will be null and void and of no force or effect. Notwithstanding any other provision in this Agreement, Sprint hereby consents to any assignment of Supplier’s accounts receivable arising under this Agreement to any financial institution or other third party. For the avoidance of doubt, any such assignment will in no way affect the obligations of Supplier to Sprint under this Agreement and will not lead to any additional obligations on the part of Sprint.

19.2

Diversity in Subcontracting. Before the Effective Date, Supplier must register at the following Sprint website: ▇▇▇.▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇. If Supplier expects to receive $550,000 or more from Sprint under this Agreement, Supplier must comply with the terms and conditions of Exhibit R. Sprint may provide Supplier with written notice that Exhibit R does not apply if Sprint determines: (i) the Agreement will be used solely for non-governmental purchases, (ii) the Agreement does not offer further subcontracting opportunities, or (iii) Supplier is a “small business concern” as defined by the Federal Acquisition Regulations. Sprint may terminate this Agreement for cause if Supplier fails to make a good faith effort to comply with Exhibit R.

19.3

Entire Agreement. This Agreement, including all Exhibits attached hereto (and any exhibits, schedules or appendices thereto), which are by this reference made a part hereof, sets forth all of the promises, agreements, conditions and understandings between the Parties respecting the subject matter hereof and supersedes all negotiations, conversations, discussions, correspondence, memorandums and agreements between the Parties concerning the subject matter. This Agreement may not be modified except by a writing signed by authorized representatives of both Parties to this Agreement. This Agreement may be executed in any number of counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument. Any

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purchase order or invoices issued in connection with this Agreement, including, without limitation, those referenced in Section 2.10, are issued for administrative purposes and no terms and conditions contained therein supersede the terms and conditions hereof. Any terms on Supplier’s web site, product schedule or other ordering document, or contained in any “shrinkwrap” or “clickwrap” agreement, will have no force or effect if the provision conflicts with the terms of this Agreement. In case of conflict between the documents and exhibits constituting this Agreement the order of precedence is as follows: (i) Agreement; (ii) the Exhibits; (iii) the Additional Services Orders; and (iv) all documents expressly referred to in this Agreement that are not an Exhibit or Additional Services Order, provided, however that so called “Working Level Agreements” and other partial compilations or summaries of the terms hereof form no part of this Agreement and will not modify or add to the terms hereof in any way.

19.4

Expenses. Each Party will be responsible for and will pay all expenses it incurs in connection with the planning, negotiation, and consummation of this Agreement.

19.5

Federal Acquisition Regulations; Executive Order 11246.

19.5.1

Sprint is an equal opportunity employer and a federal contractor. Supplier will, to the extent applicable, comply with federal acquisition regulations, including without limitation requirements related to equal opportunity and affirmative action for Vietnam era veterans, and Executive Order 11246, as amended. The Executive Order and these laws are expressly included in the reference to “applicable laws” in subsection 15.1.3.

19.5.2

In accordance with the Department of Justice (DOJ) Information Technology (IT) security policies set forth in DOJ Order 2640.2F dated November 28, 2008 (the “DOJ Order”), Supplier will ensure that the Services requiring direct or indirect access to, or development, operation, management or maintenance of DOJ IT systems are in full compliance with the DOJ Order. DOJ IT systems include, without limitation, DOJ information technology systems, hardware, and media that store, process or transmit classified and unclassified information as well as operating systems of Federal agencies that interface with the DOJ IT systems.

19.6

Force Majeure.

19.6.1

General. If and to the extent that a Party’s performance of any of its obligations pursuant to this Agreement is prevented, hindered or delayed by fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, civil disorders, general labor strikes, rebellions or revolutions, or any other similar cause beyond the reasonable control of such Party (each, a “Force Majeure Event”), and

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such non-performance, hindrance or delay could not have been prevented by reasonable precautions, then the non-performing, hindered or delayed Party will be excused for such non-performance, hindrance or delay, as applicable, of those obligations affected by the Force Majeure Event for as long as such Force Majeure Event continues and such Party continues to use its reasonable efforts to recommence performance whenever and to whatever extent practicable without delay, including through the use of alternate sources, workaround plans or other means. The Party whose performance is prevented, hindered or delayed by a Force Majeure Event will immediately notify the other Party of the occurrence of the Force Majeure Event and describe in reasonable detail the nature of the Force Majeure Event. The occurrence of a Force Majeure Event does not excuse, limit or otherwise affect Supplier’s obligation to provide either normal recovery procedures or any other disaster recovery and business continuity services as described in this Agreement.

19.6.2

No Payment for Unperformed Services. If Supplier fails to provide Services in accordance with this Agreement due to the occurrence of a Force Majeure Event, Sprint is not responsible for the payment of any Fees for Services that Supplier fails to provide.

19.6.3

Ability to Terminate. If a Force Majeure Event continues to materially prevent, hinder or delay performance of the affected Services for 60 or more days, Sprint may terminate the affected Services as of the date specified in Sprint’s termination notice to Supplier. Upon such termination, Sprint will pay the applicable termination fees in Exhibit N.

19.6.4

Allocation of Resources. Whenever a Force Majeure Event or other disaster causes Supplier to allocate resources between or among Supplier’s customers, subject to applicable law or governmental order, Sprint will be treated at least as favorably as Supplier’s other customers expending comparable amounts on an annual basis for the same or substantially similar services.

19.7

Governing Law. This Agreement will be governed by and interpreted in accordance with the internal substantive laws of the state of Delaware, as to all matters including validity, construction, effect, performance and remedies without giving effect to choice of law pertaining thereto. The Parties agree that the Uniform Computer Information Transaction Act (UCITA), or any version of UCITA adopted by any state, including Delaware, will not govern or be used to interpret this Agreement. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to this Agreement.

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19.8

Headings; Interpretation.

	19.8.1		The section headings in this Agreement are solely for convenience, are not binding and will not be considered in its interpretation. Any references to a particular Section of this Agreement will include all subsections.
	19.8.2		This Agreement will not be construed against either Party due to authorship. Except for indemnification rights and obligations, nothing in this Agreement gives anyone, other than the Parties and any permitted assignees, any rights or remedies under this Agreement.
	19.8.3		The recitals set forth on the first page of this Agreement are incorporated into the body of this Agreement. The Exhibits referred to throughout this Agreement are attached to this Agreement and are incorporated into this Agreement. Unless the context clearly indicates otherwise, words used in the singular include the plural, words in the plural include the singular and the word “including” (or “include(s)”) means “including but not limited to.” All references herein to this Agreement or to a particular Exhibit or other attachment hereto will be deemed references to said Agreement, Exhibit or attachment as the same may be amended from time to time.

19.9

Insurance.

19.9.1

During the Term of this Agreement, Supplier will have and maintain in force insurance, including the following minimum requirements, in no way limiting Supplier’s liability to Sprint or Sprint Affiliates hereunder:

(a)

Commercial General Liability Insurance (including bodily injury, property damage, personal and advertising injury liability, and contractual liability covering operations, independent contractor and products/completed operations hazards), with limits not less than [*****] combined single limit per occurrence and [*****] annual aggregate. Supplier will include Sprint and its Affiliates, Sprint officers, directors and employees as additional insureds and will provide proof of said insurance and limits within fifteen (15) days of the Effective Date and again within fifteen (15) days of the renewal or replacement of any insurance policy required herein.

(b)

Workers’ compensation as provided for under any workers’ compensation or similar law in the jurisdiction where work is performed with an employer’s liability limit of not less than [*****] for bodily injury by accident or disease.

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	(c)		Business auto liability covering ownership, maintenance or use of all owned, hired and non-owned autos with limits of not less than [*****] combined single limit per accident for bodily injury and property damage liability, including Sprint, its vehicle leasing vendor(s), officers, directors and employees as additional insureds.
	(d)		Fidelity (crime), Employee Dishonesty and Computer Fraud insurance including coverage for employee dishonesty, extended by endorsement, if necessary, for loss to Sprint-Owned Property related to the performance of Services under this Agreement in an amount not less than [*****], naming Sprint as a third-party beneficiary.
	(e)		Errors and Omissions or Professional Liability insurance including network security or cyber-liability coverage with limits of [*****] per occurrence. A “Claims Made” policy not renewed or replaced will have an extended reporting period or “tail” of not less than 2 years.
	(f)		Umbrella/excess liability with limits of not less than [*****] combined single limit per occurrence and annual aggregate in excess of the commercial general liability, business auto liability and employer’s liability, including Sprint, its officers, directors and employees as additional insureds.

19.9.2

Before beginning performance, Supplier will obtain and maintain the required coverage with insurers with A.M. Best ratings of not less than [*****] and authorization to transact business in the state(s) where operations will occur. Upon request, Supplier will provide a certificate of insurance evidencing all required coverages are in force within limits required by this Agreement.

19.9.3

The amount of insurance required above may be satisfied, at Supplier’s option, through the purchase by Supplier of a separate excess umbrella liability policy together with lower limit primary underlying insurance. The Commercial General Liability coverages required above will provide for cross liability and severability of interest provisions.

19.9.4

Supplier waives and will require its insurers to waive all rights of recovery against Sprint, its directors, officers and employees, whether in contract, tort (including negligence and strict liability) or otherwise under Commercial General Liability, Automobile Liability, and Workers’ Compensation coverages.

19.9.5

Supplier will require each Subcontractor to maintain coverages, requirements, and limits adequate to insure their services from the time when the Subcontractor begins Services, throughout the term of the

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Subcontractor’s performance and, with respect to any coverage maintained on a “claims-made” policy, for two years thereafter. If the Subcontractor was previously engaged by Sprint and does not meet Supplier’s insurance standards, Supplier will not be responsible for any liability that is incurred as a result of inadequate limits or coverage or adherence to Supplier established insurance requirements.

19.9.6

The Commercial General Liability, Automobile, and Umbrella Liability policies will be primary to any insurance or self-insurance Sprint may maintain for acts or omissions of Supplier or anyone for whom Supplier is responsible. These policies may not be canceled without giving 30 days prior written notice to Sprint.

	19.9.7		During the Term, Sprint will have and maintain in force insurance, including the following minimum requirements, in no way limiting Sprint’s liability to Supplier or Supplier’s Affiliates hereunder:
			[*****]
			[*****]
			[*****]
			[*****]

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	19.9.8		[*****]
	19.9.9		[*****]

19.10

No Publicity; Marks

19.10.1

No Publicity. Neither Party will release information about the existence of this Agreement, including its value, or its terms and conditions, through any media including but not limited to, the issuance of any news release, announcement, denial, or confirmation, except as required by applicable Law or a contract between a Party and a public stock exchange, including applicable securities laws and regulations. A Party must obtain prior written authorization from the other Party’s corporate communications department for any exceptions to this subsection. Nothing in this Agreement implies that Party will agree to any publicity. The Parties acknowledge that this Agreement constitutes a significant business event for each Party, and nothing in this Section 19.10.1 prevents a Party from fulfilling its information obligations in accordance with the agreements a Party has with an applicable stock exchanges.

19.10.2

Use of Marks. Supplier may imprint and supply Deliverables with Sprint trademarks, service marks, logos, brands, and trade names (the “Marks”) only as directed by Sprint and as authorized in this Agreement. Guidelines on how to apply the Marks will be provided to Supplier. Except as permitted under this Agreement, Supplier and Supplier Personnel will not display or use the Marks, including for Supplier’s promotional purposes, nor permit the Marks to be displayed or used by any third party. The Marks are proprietary to Sprint and nothing in this Agreement constitutes the grant of a license for use of the Marks. Supplier is not permitted to use the Marks, the Sprint name or the names of any divisions, business units, or names of any product or service, in any other manner.

19.11

Notice. [*****]

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[*****]

[*****]

[*****]

[*****]

[*****]

[*****]

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19.12

Relationship of Parties. Supplier and Supplier Personnel are independent contractors for all purposes and at all times. Nothing contained in this Agreement will be deemed or construed by the Parties, or by any third party, to create the relationship of partnership or joint venture between the Parties hereto, it being understood and agreed that neither the method of computing payment nor any other provision contained herein will be deemed to create any relationship between the Parties hereto other than the relationship of independent parties contracting for services. Except as may be specifically provided in this Agreement, including in a Statement of Work, neither Sprint nor Supplier has, and will not hold itself out as having, any authority to enter into any contract or create any obligation or liability on behalf of, in the name of, or binding upon the other. Supplier has the responsibility for, and control over, the methods and details of performing Services. Except as otherwise provided in this Agreement, Supplier will provide all tools, materials, training, hiring, supervision, work policies, and procedures, and be responsible for the compensation, discipline and termination of Supplier Personnel. As between Supplier and Sprint, and except as otherwise expressly provided in this Agreement, Supplier is responsible for the payment of all Supplier Personnel Compensation. “Supplier Personnel Compensation” means wages, salaries, fringe benefits, and other compensation, including contributions to any employee benefit, medical, or savings plan and all payroll taxes and unemployment compensation benefits, including withholding obligations.

19.13

Severability. If any provision of this Agreement is held invalid or unenforceable for any reason, the invalidity will not affect the validity of the remaining provisions of this Agreement, and the Parties will negotiate in good faith a substitute for the invalid provisions a valid provision that most closely approximates the intent and economic effect of the invalid provision.

19.14

Subcontracting.

19.14.1

Process. Except as expressly provided in this Section 19.14, Supplier will not subcontract to any Subcontractor all or any material part of the Services without providing to Sprint prior written notice of the Subcontractor and the services to be performed. The notice will specify the Services affected; the scope of the proposed subcontract; the identity and qualifications of the proposed Subcontractor; and whether the proposed Subcontractor is to be authorized to further subcontract. Supplier will not, without Sprint’s prior express written consent, subcontract any part of the Services to any Sprint Competitor or Non-Approved Subcontractor. Other than to disaggregate the Services among Subcontractors, Supplier may subcontract without Sprint’s advance written consent: (i) for goods and services that are incidental to the performance of the Services and involve the anticipated expenditure under this Agreement [*****] within any one (1) year period; (ii) the proposed subcontract involves the transfer of no more than 200

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Supplier Personnel to the proposed Subcontractor; (iii) for goods and services with Approved Subcontractors identified in Exhibit S or in Additional Services Orders; or (iv) for the goods and services governed by the Initial Licenses or by the Initial Contracts assigned to Supplier. Any consent of Sprint will be given or withheld in writing within 30 days of Sprint’s receipt of Supplier’s notice and will, if withheld, contain the reasons for such withholding as well as any suggested alternative Subcontractors.

19.14.2

Performance. Each Subcontractor may perform only the specific Services described with regard to such Subcontractor in the written notice submitted by Supplier to Sprint (or, in the case of an Approved Subcontractor, specified on Exhibit S hereto). No material change may be made to the specific Services performed by a particular Subcontractor, and no material substitution, replacement, or change of Subcontractors may be made (except if Supplier is providing the Services instead of the Subcontractor), without providing Sprint advance written notice of the change. All performance of Services by each Subcontractor will at all times be in accordance with the terms and conditions of this Agreement. Prior to performing any Services, each Subcontractor will be bound by confidentiality restrictions in accordance with Section 13.1 hereof. Supplier covenants that its arrangements with Subcontractors will not prohibit or restrict any such Subcontractor from, at any time, entering into direct agreements with Sprint.

19.14.3

Responsibility. Supplier will be solely and exclusively responsible for supervising the activities and performance of each Subcontractor. Supplier and each such Subcontractor that Supplier uses will be jointly and severally responsible for any act or omission of such Subcontractor. Notwithstanding the fact that a Subcontractor or Affiliate of Supplier may be the party actually performing a particular Service or providing a particular portion of the Services hereunder, Supplier will at all times: (i) constitute the primary obligor for all of Supplier’s duties and obligations hereunder; and (ii) be liable and responsible as a principal for the performance of all of the duties and obligations of Supplier hereunder that Supplier may elect to subcontract to any of its Subcontractors or Affiliates, or to any other third party. Any Subcontractor chosen to deliver Services will be required to adhere to the standards, policies and procedures in effect under this Agreement at the time, whether these are Sprint’s or Supplier’s.

19.14.4

Liens. Supplier will promptly pay for services, materials, equipment or labor for which it is financially responsible under this Agreement. If Supplier fails to discharge any lien filed against Sprint premises for which Supplier is financially responsible under this Agreement within

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10 days after written notice is sent by Sprint, Sprint may discharge the lien without liability and assess all costs and expenses to Supplier.

19.15

Consents and Approvals. Except where expressly provided as being in the sole discretion of a Party, where agreement, approval, acceptance, consent, confirmation, notice or similar action by either Party is required under this Agreement, such action will not be unreasonably delayed or withheld. Any such action by Sprint (including where such action is provided as being in Sprint’s sole discretion), will not be effective unless provided in writing (i) by a Sprint corporate officer at a vice president level or above or (ii) by individuals with other levels of Sprint authority, which specific categories of actions have been specified and approval level established, by the Governance Steering Committee. An approval or consent given by a Party under this Agreement will not relieve the other Party of responsibility for complying with the requirements of this Agreement, nor will it be construed as a waiver of any rights under this Agreement, except as and to the extent expressly provided in such approval or consent.

19.16

Waiver. The failure of either Party at any time to require performance by the other Party of any provision of this Agreement will not affect in any way the right to require performance at any subsequent time. To be enforceable, a waiver must be in writing signed by a duly authorized representative of the waiving Party. The waiver by either Party of a breach of any provision of this Agreement will not be taken or held to be a waiver of the provision itself. Any course of dealing or performance by the Parties will not be deemed to amend or limit any provision of this Agreement.

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SPRINT AND SUPPLIER CONFIDENTIAL

IN WITNESS WHEREOF, the Parties to this Agreement have caused it to be executed by their duly authorized officers as of the Effective Date.

ERICSSON SERVICES INC.
By:
Name:
Title:
SPRINT/UNITED MANAGEMENT COMPANY
By:
Name:
Title:

SPRINT AND SUPPLIER CONFIDENTIAL

LIST OF EXHIBITS

Exhibit A Contract Definitions

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SPRINT AND SUPPLIER CONFIDENTIAL

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SPRINT AND SUPPLIER CONFIDENTIAL

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Exhibit A
CONTRACT DEFINITIONS

The following definitions apply to the terms set forth below when used in this Agreement:

“911 Assignment Services and Configuration Management” means any staffing, process, performance, systems, or consulting related to the order flow necessary to activate a Restricted Entity’s customer for 911 wireline, VoIP, wireless or converged wireline/wireless services.

“Acceptance” is defined in Section 7.4 of this Agreement.

“Acceptance Criteria” is defined in Section 7.4 of this Agreement.

“Advance Payment Invoice” is defined in Section 8.6 of this Agreement.

“Additional Services Order” is defined in Section 2.10 of this Agreement.

“Affiliate” means, as to a Party, any Entity that, directly or indirectly, controls, is controlled by, or is under common control with, such Party, whether through ownership of voting securities or otherwise. For this purpose, and without limiting the foregoing, any Entity that owns more than fifty percent (50%) of the outstanding voting securities of any other Entity will be deemed to control such other Entity.

“Agreement” means this Managed Services Agreement as amended from time to time and including the Exhibits attached hereto and any Attachments to any of the foregoing.

“Anticipated Divestiture” is defined in Exhibit N to this Agreement.

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“Auditors” means, with respect to Sprint, Sprint’s internal or independent third party auditors, inspectors, and regulators, such independent third party auditors designated by Sprint in writing from time to time, in its sole discretion. “Auditors” means, with respect to Supplier, the independent third party auditors designated by Supplier in writing from time to time, in its sole discretion.

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“Benchmarked Price” is defined in Section 8.7.3(b)(2) of this Agreement.

“Benchmarker” is defined in Section 8.7.3 of this Agreement.

“Benchmarking” means the process described in Section 8.7.3 of this Agreement.

“Business Day” means any weekday other than a day designated as a holiday under the Sprint holiday schedule as revised annually.

“Cable Order Management Services” means the consulting, creation, management, or staffing of the process or systems required to activate a Restricted Entity’s customer for wireline, VoIP, wireless or converged wireline/wireless services.

“Change Control Procedures” is defined in Exhibit M.

“Change in Control” means any change (resulting from a single transaction or series of related transactions) in the legal, beneficial, or equitable ownership, direct or indirect, such that control

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of Supplier is no longer with the same Entity or Entities as on the Effective Date, or the transfer of all or any substantial portion of Supplier’s business and assets. Solely for purposes of this definition, “control” will include the legal, beneficial, or equitable ownership, direct or indirect, of more than fifty percent (50%) of the aggregate of all voting or equity interests in Supplier.

“Class 5 End Office Features and Services Management” means any staffing, process, performance, systems, or consulting which would aid or enable a Restricted Entity’s switch to be provisioned to provide class 5 features for wireline services and/or VoIP services.

“CLEC and Management Services” means any staffing, process, performance, systems, or consulting related to managing relationships, escalations or complaints to LECs or CLECs for a Restricted Entity.

“Competitive Pricing” is defined in Section 8.7 of this Agreement.

“Compliance with Legal Status” is defined in Section 15.1.14 of this Agreement.

“Confidential Information” means (a) this Agreement and the discussions, negotiations and proposals related to this Agreement, and (b) information, whether provided directly or indirectly from the other Party (and, in the case of Sprint, from customers) in writing, verbally, by electronic or other data transmission or in any other form or media or obtained through on-site visits at Sprint or Supplier facilities and whether furnished or made available before or after the Effective Date, that is confidential, proprietary or otherwise not generally available to the public, including, without limitation, trade secrets, marketing and sales information, product information, technical information and technology, information about trade techniques and other processes and procedures, financial information and business information, plans and prospects, together with any excerpts, reports or documents prepared by or on behalf of the recipient of the information incorporating, referred to or reflecting, in whole or in part, any portion of any such information. The Sprint-Owned Property and Privacy Restricted Data will be considered Confidential Information of Sprint. Confidential Information does not include information that is: (i) rightfully known to the receiving Party before negotiations leading up to this Agreement; (ii) independently developed by the receiving Party without use of, access to, or relying on the disclosing Party’s Confidential Information; (iii) part of the public domain through no fault of the receiving Party or is lawfully obtained by the receiving Party from a third party not under an obligation of confidentiality; or (iv) free of confidentiality restrictions by agreement of the disclosing Party.

“Continuing Business” is defined in Section 2.9.3 of this Agreement.

“Contract Executive” is defined in Section 5.2 of this Agreement.

“Control” means the power to vote more than 50% of the voting interests of an entity, or ownership of more than 50% of the beneficial interests in income or capital of an entity.

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“Covered Technology” is defined in Section 9.2.1 of this Agreement.

“CPNI Rules” is defined in Section 14.3 of the Agreement.

“CPR” is defined in Section 7.8.1 of this Agreement.

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“Critical Milestone” means Supplier’s delivery of critical Deliverables or performance of critical Services pursuant to the milestone schedule set forth in Exhibit G.

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“Damages” means all claims, damages, losses, liabilities, costs, expenses, and reasonable legal fees.

“Default” is defined in Section 11.2 of this Agreement.

“Deliverable” means any tangible item delivered or produced by Supplier ancillary to providing Services under this Agreement that are identified by the Parties as a Deliverable, including any Developed Property. Deliverables may include, but are not limited to, tangible information incidental to or items which contain or embody the results of the Services performed under this Agreement.

“Designated Personnel” means the individuals who accept an offer of employment by Supplier as set forth in Exhibit L.

“Developed Property” means all system, application, method or other tangible or intangible work product that is the subject of Intellectual Property Rights and that is conceived or developed under this Agreement and paid for by Sprint and the Intellectual Property Rights therein, including without limitation, inventions conceived or reduced to practice and any resulting patents. For the avoidance of doubt work product is “paid for by Sprint” for purposes of this definition, if it is conceived or developed by Supplier (or its personnel or subcontractors) in the course of performing the Services.

“Disabling Device” means any timer, clock, counter, or other limiting design or routine or uncorrected known vulnerability that may cause software or any data generated or used by it to be erased, become inoperable or inaccessible, or that may otherwise cause such software to become temporarily or permanently incapable of performing in accordance with this Agreement, including, without limitation any Disabling Device that is triggered after use or copying of such software or a component thereof a certain number of times, or after the lapse of a period of time, or in the absence of a hardware device or after the occurrence or lapse of any other triggering factor or event or due to external input, including across a computer network.

“Disentanglement” is defined in Section 12.1 of this Agreement.

“Disentanglement Commencement Date” is defined in Section 12.2 of this Agreement.

“Disentanglement Plan” is defined in Section 12.3 of this Agreement.

“Disentanglement Services” means those services specific to the Disentanglement Plan as defined in Section 12 of this Agreement.

“Divested Business” is defined in Section 2.9.3 of this Agreement.

“Divestiture Period” is defined in Section 2.9.3 of this Agreement.

“Documentation” means, with respect to any particular part of the System or Services (each an “Item”): (i) all of the written, printed, electronic, or otherwise formatted materials that relate to such Items, or any component thereof; (ii) all user, operator, system administration, technical, training, support, and other manuals and all other written, printed, electronic, or other format

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materials that represent, demonstrate, explain or describe the functional, operational or performance capabilities of such Items; and (iii) all specifications, materials, flow charts, notes, outlines, manuscripts, writings, pictorial or graphical materials, schematics, and other documents that represent, demonstrate, explain or describe such Items.

“DOJ Order” is defined in Section 19.5.2 of this Agreement.

“Domestic” for purposes of wireless services includes the United States, Puerto Rico and the U.S. Virgin Islands.

“Effective Date” is defined in the preamble to this Agreement.

“Election Notice” is defined in Section 9.4.2 of this Agreement.

“Embedded Supplier Intellectual Property” is defined in Section 16.2 of this Agreement.

“Entity” means a corporation, partnership, sole proprietorship, joint venture, limited liability company or other form of organization.

“Essential Agreements” is defined in Section 12.4.2 of this Agreement.

“Exception Report” is defined in Section 7.4 of this Agreement.

“Excess Services Rates” is defined in Section 12.1 of this Agreement.

“Excluded Damages” is defined in Section 10.1 of this Agreement.

“Existing Property” means any system, application, method or other tangible or intangible work product that is the subject of Intellectual Property Rights, and the Intellectual Property Rights therein.

“Fees” is defined in Section 8.1 of this Agreement.

“Final Benchmark Report” is defined in Section 8.7.3 of this Agreement.

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“Force Majeure Event” is defined in Section 19.6.1 of this Agreement.

“Governance Model” is defined in Exhibit M..

“Governance Operations Committee” is defined in Exhibit M.