EXHIBIT 10.2
AIRBRIDGE PACKET SERVICE AGREEMENT
BETWEEN
▇▇▇▇ ATLANTIC NYNEX MOBILE
AND
GOAMERICA COMMUNICATIONS CORP.
Contract No. *****
AIRBRIDGE(R) PACKET SERVICE AGREEMENT
This Service Agreement is entered into by and between GoAmerica Communications
Corporation, a New Jersey corporation, with a principal place of business
located at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ("Customer") and Cellco
Partnership, a Delaware general partnership, by its managing general partner,
▇▇▇▇ Atlantic NYNEX Mobile, Inc. (hereinafter known as "BANM") with offices at
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ (the "Agreement").
WHEREAS, BANM is either licensed and authorized by the Federal
Communications Commission ("FCC") to provide cellular telecommunications
service, or manages on behalf of the FCC licensee pursuant to a management
agreement in the Area (defined below); and WHEREAS, the Customer wishes to
establish a mobile data communications system through a public packet switched
network in order to utilize the system for data communication by Customer and/or
its Authorized Users (defined below); and
WHEREAS, BANM has the capability to provide Cellular Digital Packet Data
("CDPD") Service, known as AirBridge(R) Packet Service; and
WHEREAS, Customer wishes to obtain such AirBridge(R) Packet Service from
BANM in the Area; and
WHEREAS, BANM wishes to make available AirBridge(R) Packet Service to
Customer on the terms and conditions set forth below.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein and intending to be legally bound, the parties agree as
follows:
TERMS
1. DEFINITIONS.
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As used herein the following terms shall have the following respective meaning:
Area. The markets listed in Exhibit A within which BANM either is licensed
----
and authorized by the FCC to provide commercial mobile service, or manages on
behalf of the FCC licensee pursuant to a management agreement and in which BANM
currently provides or may provide AirBridge Packet Service.
Authorized User. Individuals or companies authorized by Customer to use
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the System established by Customer.
Cellular Digital Packet Data Service ("CDPD"). Cellular radio service
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utilizing packet switching technology to transmit data over radio frequency
channels. The raw data rate of CDPD is 19.2 Kilobits per second. It is a
connectionless multi-protocol network service providing peer network wireless
extension to existing data networks.
Customer. Customer is GOAmerica Communications Corporation.
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***** Confidential Portion omitted and filed separately with the Securities and
Exchange Commission.
Equipment Identifier (EID). An electronic serial number "burned" into
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a CDPD radio modem at the time of manufacture.
Fixed End System (FES). A host computer(s) operated by or on behalf of
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Customer.
Kilobyte. A kilobyte is 1000 octets of data, measures at the IP packet
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layer. IP header and data octets are included in the kilobyte count.
Mobile Data Base Station ("MDBS"). The unit located at BANM cell sites
---------------------------------
which serves as the data link relay point. The MDIS communicates with
each MES through the MDBS.
Mobile Service Area. Market areas or combinations of Market areas which
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Company establishes to provide Commercial Mobile service.
Mobile Data Intermediate Systems ("MDIS"). The component of the AirBridge
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Packet Service network which performs routing and which contains the
network control functions, including the mobility manager, registration and
authentication functions.
Mobile End System ("MES"). A data terminal, CDPD radio modem, and antenna.
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Network Entity Identifier ("NEI"). A network address assigned to the
---------------------------------
MES. Each MES has an NEI and a unique corresponding EID for authentication
purposes.
Packet. The continuous sequence of binary digits of information, which is
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routed through the AirBridge Packet Service network as an integral
unit. Packet sizes can be flexible within a range of "0" user bytes to a
maximum of "2048" bytes.
Service. The Airbridge Packet Service provided pursuant to this Agreement.
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2. PROVISION OF SERVICE.
--------------------
BANM hereby undertakes to provide the Service to Customer in order for the
Customer and/or its Authorized Users to transmit and receive data over the
Service network in the Area, pursuant to the terms and conditions specified
in this Agreement. Customer shall purchase CDPD service ***** from BANM or
its affiliates which provide such Service in the Area. BANM will issue
***** to customers ▇▇▇▇. All such NEI assignments shall be made in
accordance with the CDPD Network Information Center policies in effect from
time to time. Customer has no property rights or interest in the NEI or IP
address assigned to its equipment. Rights in the ▇▇▇▇ and IP addresses
shall remain the property of BANM.
3. PRICING.
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The rate for Service provided by BANM is set forth in Exhibit B. The
availability of such rate is restricted to the applications set forth in
Exhibit B. In the event the Customer has selected and is purchasing
equipment through BANM the terms of payment and price of such equipment are
set forth in Exhibit B. *****
4. INSTALLATION.
------------
At Customer's request, BANM will provide and/or arrange for installation
services of MES equipment in the Area. The rate for such installation
services will be negotiated on a case by case basis and will be included in
a separate attachment to this Agreement.
***** Confidential Portion omitted and filed separately with the Securities and
Exchange Commission.
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5. COMMITMENT OF CUSTOMER.
----------------------
Customer shall, unless otherwise agreed upon in writing and in advance, at
its sole expense:
(i) purchase and maintain any equipment that Customer and/or its
Authorized Users may require to communicate with the Service network;
and
(ii) establish and maintain facilities or services for connecting
Customer's and/or its Authorized Users' networks or host processors to
the Service network (such as private line connections and/or frame
relay service); and
(iii) maintain at its sole expense and option all MES's and ensure
that each is technically and operationally compatible with the Service
network and is in compliance with applicable state and federal laws,
rules, and regulations; and
(iv) procure any other items or services, including, but not limited
to, any applications software or professional services that may be
required by Customer and/or its Authorized Users in connection with
the Service and/or this Agreement; and
(v) submit a completed copy of the form entitled, "Air-Bridge
Packet Service Request Form", attached hereto as Exhibit C, for
modification, addition or deletion of ▇▇▇▇/EIDs during the term of
this Agreement; and
(vi) pay and hereby guarantees the payment of all invoices presented
by BANM under the terms of this Agreement.
(vii) provide the following to its end users:
(1) technical help desk support during normal working hours
of a five (5) day week.
(2) thorough training of the host and mobile systems.
(3) successful installation of host software and hardware
with back end connectivity.
(4) successful installation of mobile software and hardware
with wireless connectivity.
(5) successful configuring of all software and hardware to
BANM Network specifications.
(6) submission of necessary information to BANM to receive
IP Address.
(viii) subscribe to a minimum of ***** ▇▇▇▇ during the term of this
Agreement as shown in Exhibit B.
6. AVAILABILITY OF THE SERVICE.
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The Service is available for Customer and/or its Authorized Users who are
equipped for the Service when they are within the range of cell sites
providing the Service. BANM will make good faith efforts to have scheduled
outages during off-peak hours.
6.1 The Service is subject to transmission limitations caused by
atmospheric and like conditions. The Service may be temporarily
interrupted or curtailed due to government regulations, suspected
fraudulent activities, equipment modifications, upgrades, relocations,
repairs and similar activities necessary or appropriate for the proper or
improved operation of the Service.
***** Confidential Portion omitted and filed separately with the Securities and
Exchange Commission.
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6.2 The Service, although encrypted, is capable of being intercepted
without knowledge of or permission from Customer by unauthorized third
parties possessing certain types of devices or equipment.
7. TARIFF FILINGS.
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This Agreement and performance hereunder are subject to any required State
and Federal regulatory filings. Where required, BANM shall commence the
process for submission of any such filings upon execution of this
Agreement.
8. BILLING.
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BANM will provide Customer with a monthly invoice for the Service provided
under this Agreement.
8.1 The invoice will identify charges in accordance with Exhibit B. Terms
of payment shall be net thirty (30) days from the date of the invoice.
8.2 Undisputed payments received more than thirty (30) days after the date
of the invoice will incur a late payment charge in the amount of the
greater of one and one-half percent (1 1/2%) of the unpaid balance or the
applicable limit (if any) set by law for each month or fraction thereof
that such balance shall remain unpaid.
8.3 Customer will reimburse BANM for court costs, attorney's fees, costs
of investigation or collection and similar expenses incurred by BANM in the
enforcement of any right or privilege hereunder.
8.4 BANM may verify and/or reverify Customer's credit rating at any time
and BANM may require Customer at any time to make a suitable deposit that
BANM shall hold as guarantee of the payment of charges. Upon termination
of Service, BANM may apply Customer's deposit against Customer's ▇▇▇▇ for
all charges.
9. LIMITATION OF LIABILITY.
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9.1 IN NO EVENT SHALL BANM BE LIABLE TO CUSTOMER, ITS AUTHORIZED USERS, OR
EMPLOYEES AND/OR AGENTS OF EITHER OF THEM, OR ANY THIRD PARTY, FOR ANY
INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE DAMAGES, OR LOST
PROFITS OR ANY CLAIM OR DEMAND OF ANY NATURE OR KIND, INCLUDING, BUT NOT
LIMITED TO, USE OR INABILITY TO USE/ACCESS THE SERVICE, INCLUDING, BUT NOT
LIMITED TO, RELIANCE BY CUSTOMER AND/OR AN AUTHORIZED USER ON ANY DATA
OBTAINED THROUGH USE OF THE SERVICE, ANY INTERRUPTION, DEFECT, ERROR, VIRUS
OR DELAY IN OPERATION OR TRANSMISSION, ANY FAILURE TO TRANSMIT OR ANY LOSS
OF DATA, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE
PERFORMANCE OR BREACH THEREOF.
9.2 NOTWITHSTANDING THE FOREGOING, BANM SHALL DEFEND ANY SUIT OR
PROCEEDING BROUGHT AGAINST CUSTOMER TO THE EXTENT THAT SUCH SUIT OR
PROCEEDING IS BASED ON A CLAIM THAT THE SERVICE FURNISHED TO CUSTOMER BY
BANM UNDER THIS AGREEMENT CONSTITUTES AN INFRINGEMENT OF ANY PATENT,
COPYRIGHT OR TRADE SECRET OR A VIOLATION OF ANY FEDERAL OR OTHER LICENSE OR
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FRANCHISE REQUIRED TO BE MAINTAINED IN ORDER TO PROVIDE SUCH SERVICE;
PROVIDED, HOWEVER, THAT CUSTOMER SHALL GIVE BANM PROMPT NOTICE IN WRITING
OF SUCH SUIT OR PROCEEDING, BANM SHALL HAVE COMPLETE CONTROL OF THE
DEFENSE, AND CUSTOMER SHALL PROVIDE ANY INFORMATION AND ASSISTANCE
REASONABLY REQUESTED BY BANM (AT BANM'S EXPENSE). BANM SHALL PAY ALL
DAMAGES AND COSTS FINALLY AWARDED THEREIN AGAINST CUSTOMER, BUT BANM SHALL
NOT BE RESPONSIBLE FOR ANY COMPROMISE MADE WITHOUT ITS CONSENT.
10. DISCLAIMER OR WARRANTIES.
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10.1 DUE TO THE POSSIBILITY OF ERRORS INCIDENT IN THE USE OF CDPD, THE
SERVICE FURNISHED BY BANM IS SUBJECT TO THE TERMS, CONDITIONS AND
LIMITATIONS SPECIFIED HEREIN. BANM MAKES NO WARRANTY, EITHER EXPRESS OR
IMPLIED, CONCERNING THE SERVICE, INCLUDING WITHOUT LIMITATION, WARRANTIES
OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OR USE.
10.2 CUSTOMER ACKNOWLEDGES IT HAS SELECTED CUSTOMER'S SOFTWARE AND/OR
EQUIPMENT (INCLUDING EQUIPMENT THAT MAY BE PURCHASED BY CUSTOMER THROUGH
BANM). BANM HAS MADE AND MAKES NO REPRESENTATIONS OR WARRANTIES
WHATSOEVER, DIRECTLY OR INDIRECTLY, EXPRESS OR IMPLIED, AS TO THE
SUITABILITY, DURABILITY, FITNESS FOR PARTICULAR PURPOSE OR USE,
MERCHANTABILITY, CONDITION OR QUALITY OF THE CUSTOMER SELECTED EQUIPMENT
AND/OR SOFTWARE. BANM SHALL NOT BE LIABLE TO CUSTOMER AND/OR ANY AUTHORIZED
USER FOR ANY LOSS, DAMAGE OR EXPENSE OF ANY KIND OR NATURE CAUSED DIRECTLY
OR INDIRECTLY BY THE CUSTOMER SELECTED EQUIPMENT AND/OR SOFTWARE, OR BY THE
USE OR MANUFACTURE THEREOF, OR BY ANY REPAIR, SERVICE OR ADJUSTMENT THERETO
OR BY ANY INTERRUPTION OF SERVICE OR LOSS OF USE THEREOF, OR FOR ANY LOSS
OF BUSINESS OR DAMAGE WHATSOEVER AND HOWSOEVER CAUSED. TO THE EXTENT
PERMITTED, BANM AGREES TO ASSIGN TO CUSTOMER ANY OF THE EQUIPMENT
MANUFACTURER'S WARRANTIES RECEIVED BY BANM WITH RESPECT TO THE CUSTOMER
SELECTED EQUIPMENT.
11. CREDIT FOR OUTAGES.
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No credit or adjustment will be made for interruptions of the Service
unless the interruption continues for a period of twenty-four (24) hours or
more, measured from the time the interruption is reported to BANM by
Customer. In the event of an interruption of the Service that continues for
a period of twenty-four (24) hours or more, credit allowance will be made,
at Customer's request, for a pro-rata amount not to exceed the minimum
charge per NEI for that month for each NEI rendered inoperative by the
interruption. The credit shall be available only where the interruption is
in no part due to the acts or omissions of Customer or an Authorized User
whether negligent or otherwise or by interruptions caused by failure of
equipment or service not provided by BANM.
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The foregoing credit shall be the sole and exclusive remedy to Customer
and/or Authorized User for any interruption of the Service. In order to be
eligible for any such credit, Customer must request the credit within sixty
(60) days of the commencement of the interruption.
12. USE OF THE SERVICE.
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12.1 The Service furnished hereunder is for use only by Customer or its
Authorized Users.
12.2 Customer will be liable for all usage and administrative, financial
charges and any other losses, damages, charges or expenses arising from or
out of the fraudulent use of Service, including unauthorized use resulting
from or attributable to Customer and/or its Authorized Users. The parties
will actively cooperate in order to minimize the fraudulent or other
unauthorized use and subsequent abuse of the Service provided by BANM.
13. USE OF MARKS.
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13.1 Customer shall not, directly or indirectly, hold itself out as or
otherwise create the impression that it is sponsored, authorized, endorsed
by, affiliated with, or an agent of BANM or an affiliate thereof.
Additionally, Customer shall not use the name "▇▇▇▇ Atlantic NYNEX Mobile",
"▇▇▇▇ Atlantic", "NYNEX" or any ▇▇▇▇ used by BANM, ▇▇▇▇ Atlantic or NYNEX
or any of their affiliates, or any colorable imitation thereof, in or as
part of any company name or trade name or in any other confusing or
misleading manner, without the prior written consent of BANM. Nothing
contained in this Agreement is intended to convey a license to use any such
trademarks, service marks or trade names.
14. INDEMNIFICATION.
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(a) Customer shall defend, indemnify, and save harmless BANM and its
successors and assigns and its employees and agents and their heirs, legal
representatives and assigns from any and all claims or demands whatsoever,
including the costs, expenses and reasonable attorney's fees incurred on
account thereof, that may be made by any person, specifically including,
but not limited to, employees of the Customer, including, but not limited
to, claims for bodily injury (including death to persons) or damage to
property (including theft) occasioned by or alleged to have been occasioned
by the acts or omissions of Customer, its employees or persons furnished by
the Customer whether negligent or otherwise.
(b) Customer shall defend BANM at BANMs request, against any such
liability, claim or demand. The foregoing indemnification shall apply
whether Customer or BANM defends such suit or claims. BANM agrees to
notify Customer promptly of any written claim or demands against BANM for
which Customer is responsible hereunder.
15. TERM OF AGREEMENT.
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15.1 This Agreement shall be effective when executed by an authorized
representative of BANM ("Effective Date"). The term of this Agreement
shall be ***** from the Effective Date. This Agreement shall automatically
renew for additional ***** ***** terms unless either party provides at
least ***** written notice prior to the expiration thereof of its
intention not to renew this Agreement.
***** Confidential Portion omitted and filed separately with the Securities and
Exchange Commission.
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16. TERMINATION OF THE SERVICE.
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16.1 Upon nonpayment of any sum due BANM, or upon a violation by Customer
of any of the provisions of this Agreement, BANM may give Customer written
notice of such nonpayment and/or violation. If Customer fails to rectify
the nonpayment or the violation within thirty (30) days of being given such
written notice, then BANM may immediately, without incurring any liability,
temporarily discontinue or interrupt the furnishing of the Service to
Customer.
16.2 Should Customer or its Authorized User's MES's be used with the
Service provided by BANM in violation of any of the provisions of this
Agreement, BANM may, immediately upon written notice to Customer, without
-------------------------------
incurring any liability, take such action as it may reasonably determine is
necessary or appropriate for the provision of the Service to its Customers.
Customer shall effect the discontinuance of any use of MES that is in
violation of this Agreement immediately upon notice to it of the violation,
and shall confirm in writing to BANM within five (5) business days that
such use has been discontinued. BANM may, in sole discretion, choose to
restore service to the MES in question when Customer has complied with the
provisions of this Section 17.2.
17. TERMINATION OF AGREEMENT.
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17.1 Upon Default by Customer under this Agreement, of which Customer has
been given written notice, and which Customer has not cured within thirty
(30) days of such written notice BANM may, without incurring any liability,
immediately terminate this Agreement.
17.2 For purposes of this Section 17, "Default" shall be defined as:
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17.2.1 Failure by Customer to pay any charge when due (i.e. within thirty
(30) days of date of invoice) or to perform or observe any term or
condition of this Agreement; or
17.2.2 Institution by the Customer of any proceeding in bankruptcy,
reorganization, or insolvency; institution against Customer of any
proceeding in bankruptcy, reorganization, or insolvency that is acquiesced
to or not dismissed within ninety (90) days; appointment of a receiver for
any substantial part of Customer assets; the making of an assignment for
the benefit of creditors or an admission in writing of Customer of its
inability to pay its debts as they mature.
17.3 Customer can terminate on notice and the buyout will be equal to the
$***** monthly access charge times the ***** line minimum, times the months
remaining in the original term.
18. PROPRIETARY AND CONFIDENTIAL INFORMATION.
----------------------------------------
In connection with BANM's provision of the AirBridge(SM) Services, certain
confidential and proprietary, technical, financial or business information
may be disclosed by either party. The term "Information," as used in this
Agreement includes all specifications, drawings, sketches, models, samples,
reports, plans, forecasts, current or historical data, computer programs or
documentation and all other technical, financial or business data.
"Proprietary and/or Confidential Information" is defined as Information
which is in the possession of the Disclosing Party, is not generally
available to the public, and which the Disclosing Party desires to protect
against unrestricted disclosure or competitive use. All Information which
is disclosed by the Disclosing Party to the Receiving Party and which
***** Confidential Portion omitted and filed separately with the Securities and
Exchange Commission.
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is to be protected hereunder as Proprietary and/or Confidential Information
of the Disclosing Party shall:
a. if in writing or other tangible form, be conspicuously labeled as
proprietary, confidential or the like at the time of delivery; and
b. if oral, be identified as Proprietary and/or Confidential Information
prior to disclosure and be reduced to a writing labeled as indicated
in (a) above within fifteen (15) business days after its disclosure.
The Disclosing Party shall have the right to correct any inadvertent
failure to designate Information as Proprietary and/or Confidential
Information as set forth above by written notification as soon as
practical (but in no event later than five (5) business days) after
such error is determined. After receiving said notification, the
Receiving Party shall from that time forward treat such Information as
Proprietary and/or Confidential Information.
c. With respect to Proprietary and/or Confidential Information provided
under this Agreement, the Receiving Party shall during the term of
this Agreement:
(1) hold the Proprietary and/or Confidential Information in strictest
confidence; and
(2) restrict disclosure and/or use to solely those employees of the
Receiving Party with a need to know and not disclose it to any
other parties; and
(3) advise those employees of their obligations with respect to the
Proprietary and/or Confidential Information and use the
Proprietary and/or Confidential Information only for the purposes
hereunder except as may otherwise be mutually agreed upon in
writing.
d. Any Information disclosed by the Disclosing Party to the Receiving
Party which the Disclosing Party holds subject to an obligation of
confidence to a third party, shall be subject to the same level of
protection as Proprietary and/or Confidential Information of the
Disclosing Party, provided the Disclosing Party advises the Receiving
Party of the confidential nature of such third party Information.
e. Neither party shall have an obligation to preserve the proprietary
nature of any Information which:
(1) was previously known to the Receiving Party free of any
obligation to keep confidential; or
(2) is disclosed to third parties by the Disclosing Party without
restriction; or
(3) is or becomes publicly available by other than unauthorized
disclosure; or
(4) is independently developed and so documented by the Receiving
Party; or
(5) which the Receiving Party is required to disclose pursuant to a
current law, regulation, or ordinance or a valid order of a court or
other governmental body or any political subdivision thereof;
provided, however, that the recipient of the Proprietary Information
shall first have given notice to the Disclosing Party and gives the
Disclosing Party a reasonable opportunity to make a reasonable effort
to obtain a protective order requiring that the Proprietary
Information and/or
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documents so disclosed be used only for the purposes for which the
order was issued.
f. All Information shall be deemed the property of the Disclosing Party.
Upon request the Receiving Party shall return all Information in tangible
form to the Disclosing Party or destroy all such Information.
g. Upon discovery of any disclosure by the Receiving Party, its agents,
employees, consultants or contractors, of any Proprietary and/or
Confidential Information, Receiving Party shall notify the Disclosing Party
and, at its own expense, take all steps necessary to prevent any further
disclosure of Proprietary and/or Confidential Information in violation of
this Agreement.
h. Nothing contained in this Agreement shall be construed as granting or
conferring any rights by license or otherwise in any Information disclosed
to the Receiving Party.
19. MISCELLANEOUS.
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19.1 Entire Agreement; Amendment. This Agreement and the attached Exhibits
---------------------------
constitute the entire agreement between the parties with respect to the
provision of the Service and associated services and supersede all prior
agreements, proposals, and understandings, whether written or oral. Any
modification or waiver of any provision of this Agreement must be in
writing and signed by authorized representatives of the parties.
19.2 Severability. If any provision, or portion thereof, of this Agreement
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is invalid or unenforceable under applicable statute or rule of law, it is
only to that extent to be deemed omitted, and such unenforceability shall
not affect any other provision of this Agreement, but this Agreement shall
then be construed as if such unenforceable provision or provisions had
never been contained herein.
19.3 Independent Contractor. No party nor its employees or agents shall be
----------------------
deemed to be employees or agents of the other party, it being understood
that each party is an independent contractor for all purposes and at all
times, and each party shall be wholly responsible for withholding and
payment of all federal, state, and local income and other payroll taxes
with respect to its employees, including contribution from them as required
by law.
19.4 Waiver. The failure by Customer or BANM at any time to enforce any of
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the provisions of this Agreement or any right with respect thereto, will in
no way be construed to be a waiver of such provisions or rights or in any
way to affect the validity of this Agreement. The exercise by a party of
any rights under the terms or provisions of this Agreement shall not
preclude or prejudice the exercising thereafter of the same or any other
right.
19.5 Governing Law. Subject to any tariffs on file with any state or
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federal regulatory body, this Agreement shall be governed by the law of the
State of New Jersey regardless of any conflicts of laws or rules which
would require the application of the laws of another jurisdiction.
19.6 Notices. Any notice to be given hereunder by either party to the
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other shall be in writing and shall be valid and sufficient if dispatched
by: a) registered or certified mail,
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postage prepaid in any post office in the United States; b) hand delivery;
or c) overnight courier prepaid.
Notices to BANM shall be addressed to:
▇▇▇▇ Atlantic NYNEX Mobile
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Attention: GM Product Management
with a copy to Legal Dept - same address
Notices to Customer shall be addressed to:
GOAmerica Communications Corporation
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention:
If either party changes its address during the term hereof, it shall so
advise the other party in writing and any notice thereafter required to be
given shall be sent by certified mail to such new address.
19.7 Captions. The captions in this Agreement are for convenience only and
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shall not be construed to define or limit any of the terms herein.
19.8 Publicity and Advertising. Without the prior written consent of the
-------------------------
other party, no party hereto will disclose to any person the terms and
conditions of this Agreement, except as may be required by law and then
only in compliance with Section 19.3(e). Customer shall submit to BANM all
advertising, sales promotion, press releases and other publicity matters
relating to the Service furnished by BANM under this Agreement wherein
BANM's name or marks is mentioned or language from which the connection of
said names or marks therewith may be inferred or implied. Customer shall
not publish or use such advertising, sales promotion, press releases, or
publicity matters without BANM's prior written approval.
19.9 Assignment. Any assignment of this Agreement, in whole or in part or
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any other interest hereunder without BANM's prior written consent shall be
void which consent shall not be unreasonably withheld. It is further
agreed that BANM upon written notice to Customer, may assign this
Agreement, in whole or in part, or any of its rights, duties and
obligations under this Agreement to its parent, an affiliate or affiliates
of BANM, or to a partnership or partnerships in which BANM its parent or an
affiliate has an BANM interest. This Agreement shall benefit and be
binding upon the parties hereto and their respective successors and
permitted assigns.
19.10 Authorized Signatures. BANM and Customer each represent that the
---------------------
individual signing this Agreement on its behalf has the power and authority
to enter into this Agreement and that this Agreement constitutes a valid
and binding obligation of each party.
19.11 Compliance with Laws. Both parties shall comply with all applicable
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local, state, and federal regulations, laws, ordinances, rules, and
decisions.
19.12 Acts of God. In no event shall either party have any liability for
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any failure to comply with this Agreement, if such failure results from the
occurrence of any
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contingency beyond the reasonable control of such party, including without
limitation, the cellular provider serving a particular area, strike or
other labor disturbance, riot, theft, flood, fire, lightning, storm, any
act of God, power failure, war, national emergency, interference by any
government or governmental agency, embargo, seizure, or enactment of any
law, statute, ordinance, rule or regulation.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their duly authorized representatives.
CELLCO PARTNERSHIP
By ▇▇▇▇ Atlantic NYNEX Mobile, Inc., GOAMERICA COMMUNICATIONS
its managing general partner CORPORATION
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
By: _________________________________ By: _____________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name: ___________________________
Title: Executive Vice President & COO
Title: President
May 13, 1997
Date: _______________________________ May 12, 1997
Date: ___________________________
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EXHIBIT A
This Exhibit A sets forth the Area(s), as that term is used in this Agreement,
in which BANM is authorized to provide CRS as described in this Agreement. In
this Exhibit there is described the individual counties of the MSA's and/or
RSA's in which BANM is authorized to conduct its CRS operations
1. (a) COUNTIES OF THE MSA(s) IN WHICH BANM IS LICENSED:
Bronx NY, Kings NY, New York NY, Queens NY, Richmond NY, ▇▇▇▇▇▇ NY,
Rockland NY, Westchester NY, Bergen NJ, Nassau NY, Suffolk NY, Essex
NJ, ▇▇▇▇▇▇ NJ, Somerset NJ, Union NJ, ▇▇▇▇▇▇ NJ and Passaic NJ of the
New York MSA; Bucks PA, Chester PA, Delaware PA, ▇▇▇▇▇▇▇▇▇▇ PA,
Philadelphia PA, Burlington NJ, Camden NJ and Gloucester NJ of the
Philadelphia MSA; Essex MA, Middlesex MA, Plymouth MA, Suffolk MA and
Rockingham NH of the Boston MSA; District of Columbia, ▇▇▇▇▇▇▇ MD,
▇▇▇▇▇▇▇▇▇▇ MD, Prince Georges MD, Alexandria City VA, Fairfax City VA,
Falls Church City VA, Manassas City VA, Manassas Park City VA,
Arlington VA, Fairfax VA, Loudoun VA and Prince ▇▇▇▇▇▇▇ VA of the
Washington DC MSA; Allegheny PA, Beaver PA, Washington PA and
▇▇▇▇▇▇▇▇▇▇▇▇ PA of the Pittsburgh MSA; Baltimore City MD, ▇▇▇▇ Arundel
MD, Baltimore MD, ▇▇▇▇▇▇▇ MD, Harford MD and ▇▇▇▇▇▇ MD of the
Baltimore MSA; Hartford CT, Middlesex CT and Tolland CT of the
Hartford MSA; New Haven CT of the New Haven MSA; Madison NY, Worcester
MA of the Worcester MSA; Lackawanna PA, Carbon PA, Lehigh PA,
Northampton PA and ▇▇▇▇▇▇ NJ of the Allentown MSA; ▇▇▇▇▇▇▇ City VA,
Chesterfield VA, Goochland VA, Hanover VA, Henrico VA, ▇▇▇▇▇▇ NC,
Meklenburg NC and Union NC of the Charlotte MSA; Middlesex NJ of the
New Brunswick MSA; Hampden MA and Hampshire MA of the Springfield MSA;
Greenville SC, Pickens SC and Spartanburg SC of the Greenville MSA;
New Castle DE, Salem NJ and ▇▇▇▇▇ MD of the Wilmington MSA; Monmouth
NJ of the Long Branch MSA; Bristol MA of the New Bedford MSA;
Lexington SC and Richland SC of the Columbia MSA; Gloucester VA,
Hampden City VA, ▇▇▇▇▇ City VA, Poquoson City VA, Berks PA of the
Reading MSA; ▇▇▇▇▇▇ NJ of the Trenton MSA; Hillsborough NH of the
Manchester MSA; Atlantic NJ and Cape May NJ of the Atlantic City MSA;
Orange NY of the Orange County MSA; Dutchess NY of the Poughkeepsie
MSA; New London CT of the New London MSA; Alexander NC, ▇▇▇▇▇ NC and
Catawba NC of the Hickory MSA; Berkshire MA of the Pittsfield MSA;
Anderson SC of the Anderson MSA; Cumberland NJ of the Vineland MSA;
▇▇▇▇▇▇ NY and Washington NY of the ▇▇▇▇ Falls MSA; Chittenden VT and
Grand Isle VT of the Burlington MSA.
(b) COUNTIES OF THE RSA(s) IN WHICH BANM IS LICENSED:
Hunterdon in NJ 1-HUNTERDON; Ocean in NJ 2-OCEAN; Sussex in NJ 3-
SUSSEX; Kent and Sussex in DE 1-KENT; Kent, Queen Annes, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇, Dorchester, Wicomico, Somerset, ▇▇▇▇▇▇▇, St. Marys, and
Worcester in MD 2-KENT; Frederick in MD 3-FREDERICK; Lee, Wise,
Dickenson, Buchanan,
13
▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ City in VA 1-▇▇▇; Frederick, Clark, Shenandoah,
Page, Rappahannock, Fauquier, Warren and Winchester City in VA 10-
FREDERICK (B1); ▇▇▇▇▇, Jackson, Roane, and ▇▇▇▇▇▇▇ in WV 1-▇▇▇▇▇;
Wetzel, Tyler, Doddridge, Ritchie, Gilmer, Lewis, ▇▇▇▇▇▇▇▇▇ in WV 2-
▇▇▇▇▇▇; McKean, Camerom, and Elk in PA 2-MCKEAN; ▇▇▇▇▇▇, Clarion,
▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ in PA 6-▇▇▇▇▇▇▇▇ (B2); Indiana, Jefferson and
Clearfield in PA 7- JEFFERSON; ▇▇▇▇▇▇ and Fayette in PA 9-▇▇▇▇▇▇;
Huntingdon, Juniata and Mifflin in PA 11-HUNTINGDON; ▇▇▇▇▇▇▇ in CT 2-
▇▇▇▇▇▇▇; Newport in R11-NEWPORT; Cherokee, Clay, Graham, Macon, Swain,
Haywood, ▇▇▇▇▇▇▇ and Transylvania in NC 1-CHEROKEE; Anson, Montgomery,
Richmond, Scotland in NC 5-ANSON; Cabarrus, Stanly, Rowan, Iredell,
and Davie in NC 15-CABARRUS; Laurens, Greenwood, McCormick, Edgefield,
Saluda, Newberry and Abbeville in SC 2-LAURENS; ▇▇▇▇▇▇▇, Orangeburg,
Barnwell, ▇▇▇▇▇▇▇ and Allendale in SC 7-▇▇▇▇▇▇▇; Oconee in SC 1-
OCONEE; Cherokee, ▇▇▇▇▇▇▇, Union and Fairfield in SC 3-CHEROKEE;
Lancaster and York in SC 9-LANCASTER; Barnstable, ▇▇▇▇▇ and Nantucket
in MA 2-BARNSTABLE; ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and Merrimack in NH 2-▇▇▇▇▇▇▇;
Franklin, Orleans, Essex, Lamoille, Washington, Caledonia and Orange
in VT 1-FRANKLIN; Addison, Rutland, Windsor, Bennigton and ▇▇▇▇▇▇▇ in
VT 2-ADDISON; Dawson, Lumpkin, White, Habersham, Hall, Banks,
Franklin, Stephens, Rabun, ▇▇▇▇▇▇ in GA 2-▇▇▇▇▇▇.
14
EXHIBIT B
PRICE SCHEDULE
***** Access Fee $***** per NEI
Kilobyte Rate - in BANM markets $*****/kb
Kilobyte Rate - out of BANM markets $*****/kb
Minimum Unit Commitment
------------------------------------------------------------------------------------------------
▇▇▇▇ Cycle Committed Minimum Units Absolute Minimum Revenue
------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------
1 ***** *****
-------------------------------------------------------------------------------------------------
2 ***** *****
-------------------------------------------------------------------------------------------------
3 ***** *****
-------------------------------------------------------------------------------------------------
4 ***** *****
-------------------------------------------------------------------------------------------------
5 ***** *****
-------------------------------------------------------------------------------------------------
6 ***** *****
-------------------------------------------------------------------------------------------------
7 ***** *****
-------------------------------------------------------------------------------------------------
8 ***** *****
-------------------------------------------------------------------------------------------------
9 ***** *****
-------------------------------------------------------------------------------------------------
10 ***** *****
-------------------------------------------------------------------------------------------------
11 ***** *****
-------------------------------------------------------------------------------------------------
12 ***** *****
-------------------------------------------------------------------------------------------------
13 ***** *****
-------------------------------------------------------------------------------------------------
14 ***** *****
-------------------------------------------------------------------------------------------------
15 ***** *****
-------------------------------------------------------------------------------------------------
16 ***** *****
-------------------------------------------------------------------------------------------------
17 ***** *****
-------------------------------------------------------------------------------------------------
18 ***** *****
-------------------------------------------------------------------------------------------------
19 ***** *****
-------------------------------------------------------------------------------------------------
20 ***** *****
-------------------------------------------------------------------------------------------------
21 ***** *****
-------------------------------------------------------------------------------------------------
22 ***** *****
-------------------------------------------------------------------------------------------------
23 ***** *****
-------------------------------------------------------------------------------------------------
24 ***** *****
-------------------------------------------------------------------------------------------------
Total *****
-------------------------------------------------------------------------------------------------
* Actual units in service on last day, of ▇▇▇▇ cycle is compared to the
minimum, and if actual is less than the minimum, an additional charge of
$***** x (******* - actual) is added to the ▇▇▇▇.
*****Confidential Portion omitted and filed separately with the Securities and
Exchange Commission
15
EXHIBIT C
AirBridge(R) Packet Service Request Form
Please fax requests to ▇▇▇▇▇▇▇ Pazkiewicz or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ at ▇▇▇-▇▇▇-▇▇▇▇
Contract Number __________________________ Date ________________________________
Customer Number __________________________ Quantity ________________________________
MDIS EID's NEI's Activation/Deactivation Date
_______ 1._____________ 1._____________ 1.________________________________
2._____________ 2._____________ 2.________________________________
3._____________ 3._____________ 3.________________________________
4._____________ 4._____________ 4.________________________________
5._____________ 5._____________ 5.________________________________
MDIS EID's NEI's Activation/Deactivation Date
_______ 1._____________ 1._____________ 1.________________________________
2._____________ 2._____________ 2.________________________________
3._____________ 3._____________ 3.________________________________
4._____________ 4._____________ 4.________________________________
5._____________ 5._____________ 5.________________________________
MDIS EID's NEI's Activation/Deactivation Date
_______ 1._____________ 1._____________ 1.________________________________
2._____________ 2._____________ 2.________________________________
3._____________ 3._____________ 3.________________________________
4._____________ 4._____________ 4.________________________________
5._____________ 5._____________ 5.________________________________
MDIS EID's NEI's Activation/Deactivation Date
_______ 1._____________ 1._____________ 1.________________________________
2._____________ 2._____________ 2.________________________________
3._____________ 3._____________ 3.________________________________
4._____________ 4._____________ 4.________________________________
5._____________ 5._____________ 5.________________________________
Authorized Signer: ________________________________
Print Name and Title
Signature: ________________________________
16
AMENDMENT NO.1
This AMENDMENT No. 1 (the "Amendment") is made and entered into by and
between GOAmerica Communications Corporation ("Customer") and Cellco
Partnership, doing business as ▇▇▇▇ Atlantic Mobile ("BAM") for attachment to
Contract #*****, dated May 13, 1997 (the "Agreement").
1. This Amendment is an integral part of and modifies the Agreement. The
terms used herein which are defined or specified in the Agreement shall have the
meanings set forth in the Agreement. If there are any inconsistencies between
the provisions of this Amendment and the provisions of the Agreement, the
provisions of this Amendment shall control.
2. The term of the Agreement is hereby extended for *****, from the date
this Amendment is executed, and shall automatically renew for additional *****
terms, unless Customer notifies BAM in writing at least ***** prior to the
expiration of the then current term, that it does not wish to renew the
Agreement.
3. Exhibit B, Price Schedule is hereby deleted in its entirety and
replaced with a new Exhibit B and B1, as attached hereto.
4. A new Section 8.5, which applies to "Electronic Billing", is hereby
added to "Billing", of the Agreement, which shall read as follows:
8.5 Should Electronic Billing become available, BAM will notify
Customer of the availability of Electronic Billing and make Electronic
Billing available to the Customer.
4. Section 4, of the Agreement, "Installation", is hereby deleted in its
entirety.
6. Section 2, of the Agreement, "Provision of Service", second sentence,
the term *****, is hereby deleted and replaced with the term *****.
7. Section 19.6 of the Agreement, "Notices", is hereby deleted in its
entirety and replaced with the following:
Notices. Any change in the Exhibits contained herein, shall require
written notification from both parties and shall not be valid until
mutually agreed upon and accepted by both parties. In addition, any
notice to be given hereunder by either party to the other shall also
be in writing and shall be valid and sufficient only if dispatched by:
a) registered or certified mail, postage prepaid in any post office in
the United States; b) hand delivery; or c) overnight courier prepaid.
Notices to BAM shall be addressed to:
▇▇▇▇ Atlantic Mobile
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇. ▇▇▇▇▇ ▇▇▇▇
Staff Director - Contract Mgt. and Administration
(▇▇▇) ▇▇▇-▇▇▇▇
Notices to Customer shall be addressed to:
GOAmerica Communications Corporation
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇
Chief Financial Officer
8. Exhibit A, is hereby deleted in its entirety and replaced with a new
Exhibit A, in the form attached hereto.
***** Confidential Portion omitted and filed separately with the Securities and
Exchange Commission.
17
9. Exhibit C, "Airbridge(R) Packet Service Request Form", is hereby deleted
in its entirety and replaced with a new Exhibit C, "▇▇▇▇ Atlantic Mobile
Activation Procedures for Value Added Customers", in the form attached hereto.
10. This Amendment shall be effective when executed by both parties.
11. All provisions of the Agreement, including attachments thereto, not
addressed by this Amendment remain in full force and effect.
IN WITNESS WHEREOF, and intending to be bound hereby, the parties affix their
signature to this Amendment.
CELLCO PARTNERSHIP
By ▇▇▇▇ Atlantic Mobile, Inc.
its managing general partner: GOAMERICA
COMMUNICATIONS CORPORATION
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By: _______________________ By: ____________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ______________________ Name: __________________________
Exec. Dir. Data Sales & Marketing Chief Financial Officer
Title: _______________________ Title: ___________________________
1/7/2000 12/28/99
Date:_______________________ Date:___________________________
18
EXHIBIT A
This Exhibit C sets forth the Area(s), as that term is used in this Agreement,
in which BAM is authorized to provide CRS as described in this Agreement. In
this Exhibit there is described the individual counties of the MSAs and/or RSAs
in which BAM is authorized to conduct its CRS operations
(a) COUNTIES OF THE MSA(s) IN WHICH BAM IS LICENSED:
Northeast Region: Norfolk MA, Essex MA, Middlesex MA, Plymouth MA, Suffolk MA
and Rockingham NH of the Boston MSA; Hartford CT, Middlesex CT and Tolland CT of
the Hartford MSA; New Haven CT of the New Haven MSA; Madison NY, Worcester MA of
the Worcester MSA; Hampden MA and Hampshire MA of the Springfield MSA; Bristol
MA of the New Bedford MSA; Hillsborough NH of the Manchester MSA; Orange NY of
the Orange County MSA; Dutchess NY of the Poughkeepsie MSA; New London CT of the
New London MSA; Berkshire MA of the Pittsfield MSA; ▇▇▇▇▇▇ NY and Washington NY
of the ▇▇▇▇ Falls MSA; Chittenden VT and Grand Isle VT of the Burlington MSA;
Bristol RI, Kent RI, Providence RI, Washington RI of the Providence MSA;
Fairfield CT of the Bridgeport MSA; Albany NY, ▇▇▇▇▇▇▇▇▇▇ NY, Rensselaer NY,
Saratoga NY, Schenectady NY of the Albany MSA..
Pittsburgh Region: Allegheny PA, Beaver PA, Washington PA and ▇▇▇▇▇▇▇▇▇▇▇▇ PA of
the Pittsburgh MSA
Northern New Jersey/NY Metro Region: Bronx NY, Kings NY, New York NY, Queens NY,
Richmond NY, ▇▇▇▇▇▇ NY, Rockland NY, Westchester NY, Bergen NJ, Nassau NY,
Suffolk NY, Essex NJ, ▇▇▇▇▇▇ NJ, Somerset NJ, Union NJ, ▇▇▇▇▇▇ NJ and Passaic NJ
of the New York MSA; Middlesex NJ of the New Brunswick MSA; Monmouth NJ of the
Long Branch MSA.
Philadelphia Region: Bucks PA, Chester PA, Delaware PA, ▇▇▇▇▇▇▇▇▇▇ PA,
Philadelphia PA, Burlington NJ, Camden NJ and Gloucester NJ of the Philadelphia
MSA;Carbon PA, Lehigh PA, Northampton PA and Warren NJ of the Allentown MSA;
Cumberland NJ of the Vineland MSA, New Castle DE, Salem NJ, ▇▇▇▇▇ MD of the
Wilmington MSA, Berks PA of the Reading MSA, ▇▇▇▇▇▇ NJ of the Trenton MSA,
Atlantic NJ, Cape May NJ of the Atlantic City MSA.
Washington/Baltimore: District of Columbia, ▇▇▇▇▇▇▇ MD, ▇▇▇▇▇▇▇▇▇▇ MD, Prince
Georges MD, Alexandria City VA, Fairfax City VA, Falls Church City VA, Manassas
City VA, Manassas Park City VA, Arlington VA, Fairfax VA, Loudoun VA and Prince
▇▇▇▇▇▇▇ VA of the Washington DC MSA; Baltimore City MD, ▇▇▇▇ Arundel MD,
Baltimore MD, ▇▇▇▇▇▇▇ MD, Harford MD and ▇▇▇▇▇▇ MD of the Baltimore MSA
Southeast: ▇▇▇▇▇▇ NC, Meklenburg NC and Union NC of the Charlotte MSA;
Greenville SC, Pickens SC and Spartanburg SC of the Greenville MSA; Lexington SC
and Richland SC of the Columbia MSA; Alexander NC, ▇▇▇▇▇ NC and Catawba NC of
the Hickory MSA; Buncombe and Madison of the Asheville, NC MSA; Anderson SC of
the Anderson MSA.
(b) COUNTIES OF THE RSA(s) IN WHICH BAM IS LICENSED:
Northeast Region: ▇▇▇▇▇▇▇ in CT 2-WINDHAM; Newport in R1-NEWPORT; Barnstable,
▇▇▇▇▇ and Nantucket in MA 2-BARNSTABLE; ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and Merrimack in NH 2-
▇▇▇▇▇▇▇; Franklin, Orleans, Essex, Lamoille, Washington, Caledonia and Orange in
VT 1-FRANKLIN; Addison, Rutland, Windsor, Bennigton and ▇▇▇▇▇▇▇ in VT 2-ADDISON
(B1); Ostego, Delaware, Schoharie, ▇▇▇▇▇▇▇▇ and Ulster in NY 5-OSTEGO.
Pittsburgh Region: ▇▇▇▇▇, Jackson, Roane, and ▇▇▇▇▇▇▇ in WV 1 ▇▇▇▇▇; Wetzel,
Tyler, Doddridge, Ritchie, Gilmer, Lewis, ▇▇▇▇▇▇▇▇▇ in WV 2 ▇▇▇▇▇▇; McKean,
Camerom, and Elk in PA 2 MCKEAN; ▇▇▇▇▇▇, Clarion, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ in PA 6
▇▇▇▇▇▇▇▇ (B2); Indiana, Jefferson and Clearfield in PA 7 JEFFERSON; ▇▇▇▇▇▇ and
Fayette in PA 9 ▇▇▇▇▇▇; Huntingdon, Juniata and Mifflin in PA 11 HUNTINGDON
(B2).
Northern New Jersey/NY Metro Region: Hunterdon in NJ 1-HUNTERDON; Sussex in NJ
3-SUSSEX.
Philadelphia Region: Ocean in NJ 2-OCEAN; Kent and Sussex in DE 1-KENT.
Washington/Baltimore: Kent, Queen Annes, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, Dorchester, Wicomico,
Somerset, ▇▇▇▇▇▇▇, St. Marys, and Worcester in MD 2-KENT; Frederick in MD 3-
FREDERICK; Frederick, Clark, Shenandoah, Page, Rappahannock, Fauquier, Warren
and Winchester City in VA 10-FREDERICK (B1); Madison, Culpeper, Orange,
Fredericksburg City, Spotsylvania, Louisa and Stafford VA 11-MADISON (B3);
▇▇▇▇▇▇▇▇, King ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ & Queen, Essex, Richmond,
Westmoreland, Northumberland. Lancaster, Mathews, Northampton, Accomack, and
Middlesex in VA 12-▇▇▇▇▇▇▇▇ (B2).
Southeast: Yancey, Mitchell, ▇▇▇▇▇, Watauga,and ▇▇▇▇▇▇▇▇ in NC 2-▇▇▇▇▇▇;
Cherokee, Clay, Graham, Macon, Swain, Haywood, ▇▇▇▇▇▇▇ and Transylvania in NC 1-
CHEROKEE; Anson, Montgomery, Richmond, Scotland in NC 5-ANSON; Cabarrus, Stanly,
Rowan, Iredell, and Davie in NC 15-CABARRUS; Laurens, Greenwood, McCormick,
Edgefield, Saluda, Newberry and Abbeville in SC 2-LAURENS; Oconee in SC 1-
OCONEE; Cherokee, ▇▇▇▇▇▇▇, Union and Fairfield in SC 3-CHEROKEE; Lancaster and
York in SC 9-LANCASTER; Dawson, Lumpkin, White, Habersham, Hall, Banks,
Franklin, Stephens, Rabun, ▇▇▇▇▇▇ in GA 2-DAWSON, Henderson, Polk, Rutherford,
Cleveland, ▇▇▇▇▇▇▇▇ and Lincoln in NC4-▇▇▇▇▇▇▇▇▇; ▇▇▇, Wise, Dickenson,
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and Norton City in VA 1-▇▇▇.
19
Exhibit B
AirBridge(R) Internet Access
***** Access fee: $***** per NEI
Rate over Allowance: $*****/kilobyte
Usage outside BAM markets: $*****/kilobyte
General Pricing Terms
----------------------
Use of these rate plans is limited to the following software applications(note:
This list may be amended from time to time): *****
***** Confidential Portion omitted and filed separately with the Securities and
Exchange Commission.
20
EXHIBIT B1
AirBridge(R) Internet Access ***** Price Plan
Access Fee $*****
Usage in BAM Markets ***** usage included*
Usage Outside BAM Markets $*****
NEI Unit Commitment *****
Activation fee $*****
Contract Term in ***** *****
Commitment Schedule:
▇▇▇▇ in Service
Month ***** *****
Month ***** *****
Month ***** *****
Month ***** *****
Month ***** *****
Month ***** *****
Month ***** *****
Month ***** *****
Month ***** *****
Month ***** *****
Month ***** *****
Month ***** *****
$***** Traveler Option Available
Pricing does not include electronic billing information
Use limited to the following applications *****
▇▇▇▇ in service on the rate plan shown in Exhibit B shall not count towards the
NEI commitment of this rate plan. Should Customer not have the number of active
▇▇▇▇ corresponding to the commitment schedule shown above, Customer shall be
charged as if those ▇▇▇▇ were in service.
***** Confidential Portion omitted and filed separately with the Securities and
Exchange Commission.
21
EXHIBIT C
Page 1
Objective: To streamline the data activation process for Value Added
Customers.
Goal: To establish activation procedures that will maximize efficiency
for both ▇▇▇▇ Atlantic Mobile and our Value Added Customers. This
procedure will create an activation process that will allow for
easier activation, billing, tracking and reporting that will
benefit BAM as well as our customers.
Introduction: Once a customer has been identified as a VAC with a contract in
place, it is our recommendation that they have the ability to
reserve and activate ▇▇▇▇ directly through our Credit & Ordering
Operations Department. This will allow for maximum efficiency
given the quantity of ▇▇▇▇ that are activated through our VACs.
Alternative procedures may be evaluated due to the needs of a
particular customer on a case by case basis.
Procedure: NEI Reservations
----------------
VACs will have the ability to reserve ▇▇▇▇ in blocks of *****.
These ▇▇▇▇ will be reserved by BAM geographic region (i.e. *****
NEI's out of NY Metro, ***** NEI's out of Wash/Balt, please see
Exhibit C, page 2). This form will be filled out by an authorized
VAC representative and faxed directly to our COOS department in
Morristown, NJ (Fax number ▇▇▇-▇▇▇-▇▇▇▇, Tel number ▇▇▇-▇▇▇-▇▇▇▇).
Reservation requests may take up to 2 business days to complete.
Once the request has been processed, a COOS representative will
complete the form and list of reserved ▇▇▇▇ and fax it back to the
VAC representative as well as to ▇▇▇▇ ▇▇▇▇▇▇▇, Manager - Value
Added Customers (Fax ▇▇▇-▇▇▇-▇▇▇▇, Tel ▇▇▇-▇▇▇-▇▇▇▇).
NEI Activations
---------------
In order to activate an NEI, Value Added Customers will be able to
fax a form directly to the BAM COOS department (Please see Exhibit
C, page 3). This form will be filled out by an authorized VAC
representative and will list the ▇▇▇▇ from the reserved block to
be activated. The BAM COOS department will convert these ▇▇▇▇ from
reserved status to active status in our systems. Once all the ▇▇▇▇
have been activated, a COOS representative will fax back the
activation form to the VAC as well as to ▇▇▇▇ ▇▇▇▇▇▇▇.
Note: These forms can only be signed by an authorized VAC
representative. Each VAC will be responsible for providing a list
of authorized representatives that will be forwarded to ▇▇▇▇
▇▇▇▇▇▇▇ who will then forward to the COOS department.
***** Confidential Portion omitted and filed separately with the Securities and
Exchange Commission.
22
EXHIBIT C
Page 2
Customer: GO AMERICA
Customer #: ***
Address: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Authorized Person: _________________________________________
Signature: ____________________ Date: ____________
Primary City, ST Price Plan Code Saleforce Contract Length NEI
ID
-------------------------------------------------------------------------------
*****
-------------------------------------------------------------------------------
*****
-------------------------------------------------------------------------------
*****
-------------------------------------------------------------------------------
*****
-------------------------------------------------------------------------------
*****
-------------------------------------------------------------------------------
*****
-------------------------------------------------------------------------------
*****
-------------------------------------------------------------------------------
*****
-------------------------------------------------------------------------------
*****
-------------------------------------------------------------------------------
*****
-------------------------------------------------------------------------------
*****
-------------------------------------------------------------------------------
*****
-------------------------------------------------------------------------------
Special Requests/Comments
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Note: This form is to be used when requesting activation of IP addresses on BAM
CDPD Network.
Please fax this form to BAM's COOS department at ▇▇▇-▇▇▇-▇▇▇▇ (attn. ▇▇▇▇▇▇▇▇ or
▇▇▇▇)
***** Confidential Portion omitted and filed separately with the Securities and
Exchange Commission.
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EXHIBIT C
Page 3
Customer: GO AMERICA
Customer #: *****
Address: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Authorized Person: _________________________________________
Signature: ____________________ Date: ____________
Total Number of NEI to be reserved (in blocks of *****):
Qty. to Primary City, State NEI Range
Reserve (to be completed by BAM)
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Special Requests/Comments
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Note: This form is to be faxed to BAM's COOS department at ▇▇▇-▇▇▇-▇▇▇▇ ( attn.
▇▇▇▇▇▇▇▇ or ▇▇▇▇) when reserving blocks of IP addresses for future use.
***** Confidential Portion omitted and filed separately with the Securities and
Exchange Commission.
24