Federal Communications Commission DA 08-2265 
Before the
Federal Communications Commission
Washington, D.C. 20554
In the matter of
SPRINT NEXTEL CORPORATION AND  
CLEARWIRE CORPORATION
Applications for Consent to Transfer Control of 
Licenses and Authorizations 
Protective Order  
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WT Docket No. 08-94
CC Docket No. 99-200
File Nos. 0003462540, et al.
PROTECTIVE ORDER
Adopted:  October 10, 2008 Released:  October 10, 2008
By the Acting Chief, Wireless Telecommunications Bureau:
1. Sprint Nextel Corporation (Sprint Nextel) and Clearwire Corporation (Clearwire and, 
together with Sprint Nextel, the Applicants) have filed a series of applications pursuant to Section 
310(d) of the Communications Act of 1934, as amended (Communications Act).1 In these applications, 
the Applicants seek Commission consent to the transfer of control of licenses, authorizations, and de facto
transfer spectrum leases held by Sprint Nextel and its subsidiaries from various Sprint Nextel entities to, 
new entity, New Clearwire Corporation.2
2. In connection with the Commissions review of the applications, the Commission may 
examine information contained in the Numbering Resource Utilization and Forecast (NRUF) reports 
filed by carriers engaged in the provision of wireless telecommunications services3 (Wireless 
Telecommunications Carriers) and disaggregated, carrier-specific local number portability (LNP) data 
related to Wireless Telecommunications Carriers.  These data may assist the Commission in assessing the 
competitive effects of the transaction.  We also anticipate that parties participating in the proceeding may 
seek to review these data.
3. Section 251 of the Communications Act grants the Commission jurisdiction over the North 
American Numbering Plan (NANP) and related telephone numbering issues.  In order to better monitor 
the way numbering resources are used within the NANP and efficiently allocate NANP resources, the 
Commission requires telecommunications carriers to provide the Commission with a utilization report of 
their current inventory of telephone numbers and a five-year forecast of their numbering resource 
  
1 47 U.S.C.  310(d).  
2 See Sprint Nextel Corporation and Clearwire Corporation Seek FCC Consent to Transfer Control of Licenses and 
Authorizations, WT Docket No. 08-94, Public Notice, 23 FCC Rcd 9988 (WTB 2008). 
3 See 47 C.F.R.  1.907.
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requirements  the NRUF report.4 LNP data are collected by the LNP Administrator and provided to the 
Commission.  The Commission has recognized that disaggregated, carrier-specific forecast and utilization 
data should be treated as confidential and should be exempt from general public disclosure under 5 U.S.C. 
 552(b)(4).5 Accordingly, the NRUF reports and LNP data will be placed into the record subject to the 
provisions of this Protective Order, and the reports will not be available to the public except pursuant to 
the terms of this Order.  The Protective Order will ensure that the confidential information contained in 
the NRUF reports and LNP data is afforded adequate protection.  The Protective Order does not constitute 
a resolution of the merits concerning whether any information submitted under the Protective Order 
would be released publicly by the Commission upon a proper request under the Freedom of Information 
Act (FOIA) or otherwise.
4. Scope.  Any person seeking access to the NRUF reports or LNP data or information derived 
therefrom in this proceeding shall request access pursuant to the terms of the Protective Order and must 
sign the Acknowledgement of Confidentiality (attached as Appendix A).  The provisions of this 
Protective Order shall not be construed to apply to the Commission or its staff.
5. Definitions. As used herein, capitalized terms, not otherwise defined herein shall have the
following meanings:
NRUF/LNP Confidential Information means the NRUF reports, the data contained in those 
reports, the LNP data, and any information derived from the reports or the data that is not otherwise 
available from publicly available sources;
Counsel means in-house counsel and Outside Counsel;
Outside Counsel means the firm(s) of attorneys, or sole practitioner(s), as the case may be, 
representing a party in these proceedings, provided that, such persons are not involved in competitive 
decision-making, i.e., Outside Counsels activities, association, and relationship with a client do not 
involve the business decisions of the client or any competitor of any Wireless Telecommunications 
Carrier nor the analysis underlying the business decisions.  
Outside Consultants means consultants or experts retained for the purpose of assisting Counsel 
or a party in this proceeding, provided that, the Outside Consultants are not involved in competitive 
decision-making, i.e., the Outside Consultants activities, association, and relationship with a client do not 
involve the business decisions of the client or any competitor of any Wireless Telecommunications 
Carrier nor the analysis underlying the business decisions.  
Reviewing Party means a person who has obtained access to NRUF/LNP Confidential 
Information pursuant to paragraphs 8 and 10 of this Protective Order.
6. Use of NRUF/LNP Confidential Information.  Persons obtaining access to NRUF/LNP 
Confidential Information under this Protective Order shall use the information solely for the preparation 
and conduct of this license transfer proceeding before the Commission as delimited in this paragraph and 
paragraphs 8, 12, and 13, and any subsequent judicial proceeding arising directly from this proceeding.  
Except as provided herein, no person shall use NRUF/LNP Confidential Information for any other 
purpose, including, without limitation, business, governmental, or commercial purposes, or in other 
administrative, regulatory, or judicial proceedings. Should the Commission rely upon or otherwise make 
reference to the contents of any of the NRUF/LNP Confidential Information in its decision in this 
  
4 See Numbering Resource Optimization, CC Docket No. 99-200, Report and Order and Further Notice of Proposed 
Rule Making, 15 FCC Rcd. 7574, 7578-79  5 (2000).
5 Id. at 7607  78.
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proceeding, it will do so by redacting any NRUF/LNP Confidential Information from the public version 
of the decision and by making the unredacted version of the decision available only to a court and to those 
persons entitled to access to NRUF/LNP Confidential Information under this Protective Order, or by 
aggregating it so that no NRUF/LNP Confidential Information will be revealed by its disclosure.   
7. Non-Disclosure of NRUF/LNP Confidential Information. Except as provided under this 
Protective Order, no NRUF/LNP Confidential Information may be disclosed by a Reviewing Party to any 
person other than the Commission and its staff.
8. Permissible Disclosure. Subject to the requirements of paragraph 10, NRUF/LNP 
Confidential Information may be reviewed by Outside Counsel and Outside Consultants and by non-
commercial parties who are specifically given written permission by the Commission (who will be treated 
as Outside Counsel or Outside Consultants for purposes of this Protective Order).  Subject to the 
requirements of paragraph 10, Outside Counsel and Outside Consultants may disclose NRUF/LNP 
Confidential Information to: (1) paralegals or other employees of such Outside Counsel or Outside 
Consultants not described in clause 2 of this paragraph 8 assisting Outside Counsel or Outside 
Consultants in this proceeding; (2) employees of such Outside Counsel or Outside Consultants involved 
solely in one or more aspects of organizing, filing, coding, converting, storing, or retrieving documents or 
data or designing programs for handling data connected with this proceeding, or performing other clerical 
or ministerial functions with regard to documents connected with this proceeding; and (3) employees of 
third-party contractors performing one or more of the functions set forth in clause 2 of this paragraph 8.
Reviewing Parties may discuss and share the contents of the NRUF/LNP Confidential Information with 
any other Reviewing Party and with the Commission and its staff.  A partys own NRUF/LNP 
Confidential Information may also be disclosed to employees and Counsel of such party.  
9. Protection of NRUF/LNP Confidential Information. Persons described in paragraph 8 and 
gaining access to NRUF/LNP Confidential Information shall have the obligation to ensure that access to 
NRUF/LNP Confidential Information is strictly limited as prescribed in this Protective Order. Such 
persons shall further have the obligation to ensure that NRUF/LNP Confidential Information is used only 
as provided in this Protective Order.  
10. Procedures for Obtaining Access to NRUF/LNP Confidential Information. Prior to 
reviewing or having access to any NRUF/LNP Confidential Information, each person seeking such access 
shall execute the attached Acknowledgment of Confidentiality (Acknowledgment) and file it with the 
Commission so that the Acknowledgment is received by the Commission at least five business days prior 
to such persons reviewing or having access to the NRUF/LNP Confidential Information, except that, 
where the person seeking access is one described in clause 1, 2, or 3 of paragraph 8, the Acknowledgment 
shall be delivered promptly prior to the persons obtaining access. Each Wireless Telecommunications 
Carrier shall have an opportunity to object to the disclosure of NRUF/LNP Confidential Information to 
any such persons. Any objection must be filed at the Commission and served on Counsel representing, 
retaining, or employing such person within three business days after that persons Acknowledgment has 
been filed with the Commission (or where the person seeking access is one described in clause 1, 2, or 3 
of paragraph 8, such objection shall be filed and served as promptly as practicable after receipt of the 
relevant Acknowledgment). Until any such objection is resolved by the Commission and, if appropriate, 
any court of competent jurisdiction prior to any disclosure, and unless such objection is resolved in favor 
of the person seeking access, persons subject to an objection shall not have access to NRUF/LNP 
Confidential Information.
11. Requests for Additional Disclosure. If any person requests disclosure of Confidential 
Information outside the terms of this Protective Order, such requests will be treated in accordance with 
Sections 0.442 and 0.461 of the Commissions rules.
12. Filings with the Commission.  Documents filed in this proceeding may reference NRUF/LNP 
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Confidential Information only if they comply with the following:
a. The cover or first page of the filing, and each page of the filing that contains or 
discloses NRUF/LNP Confidential Information subject to this order must be clearly marked 
CONFIDENTIAL INFORMATION SUBJECT TO PROTECTIVE ORDER IN WT DOCKET NO. 08-
94 BEFORE THE FEDERAL COMMUNICATIONS COMMISSION. 
b. One copy of the filing referencing NRUF/LNP Confidential Information (the 
Confidential Filing) and two copies of the filing in which the NRUF/LNP Confidential Information has 
been redacted (the Redacted Confidential Filing) must be filed with the Secretarys Office. The 
Confidential Filing shall be filed under seal and shall not be placed in the Commissions public file.  The 
Confidential Filing shall be accompanied by a cover letter clearly marked CONFIDENTIAL 
INFORMATION SUBJECT TO PROTECTIVE ORDER IN WT DOCKET NO. 08-94 BEFORE THE 
FEDERAL COMMUNICATIONS COMMISSION.  The two copies of the Redacted Confidential Filing 
and their accompanying cover letter should be stamped REDACTED  FOR PUBLIC INSPECTION.
The copies of the Redacted Confidential Filing shall be placed in the Commissions public files.  The cover 
letter accompanying the Redacted Confidential Filing shall state that a redacted version of the filing is being 
filed.  
c. Two copies of each filing that contains NRUF/LNP Confidential Information and the 
associated cover letter must be delivered in person to B. Lynn F. Ratnavale, Broadband Division, 
Wireless Telecommunications Bureau, Federal Communications Commission, 445 12th St., S.W., 
Washington, D.C. 20554, or Susan Singer, Spectrum and Competition Policy Division, Wireless 
Telecommunications Bureau, Federal Communications Commission, 1250 Maryland Avenue, S.W., 
Washington, D.C. 20554.  Parties should not provide additional or courtesy copies of pleadings 
containing NRUF/LNP Confidential Information to Commission staff unless the Bureau so requests.
13. Client Consultation. Nothing in this order shall prevent or otherwise restrict Outside Counsel 
or Outside Consultants from rendering advice to their clients relating to the conduct of this proceeding 
and any subsequent judicial proceeding arising therefrom and, in the course thereof, relying generally on 
examination of NRUF/LNP Confidential Information; provided, however, that in rendering such advice 
and otherwise communicating with such client, Outside Counsel or Outside Consultants shall not disclose 
NRUF/LNP Confidential Information.
14. No Waiver of Confidentiality. Disclosure of NRUF/LNP Confidential Information as 
provided herein by any person shall not be deemed a waiver by any affected party of any privilege or 
entitlement to confidential treatment of such NRUF/LNP Confidential Information.  Reviewing Parties, 
by viewing this material agree: (1) not to assert any such waiver; (2) not to use NRUF/LNP Confidential 
Information to seek disclosure in any other proceeding; and (3) that accidental disclosure of NRUF/LNP 
Confidential Information shall not be deemed a waiver of any privilege or entitlement.  
15. Subpoena by Courts, Departments, or Agencies. If a court or a federal or state department or 
agency issues a subpoena or orders production of NRUF/LNP Confidential Information that a party has 
obtained under terms of this Protective Order, such party shall promptly notify the Commission and each 
affected Wireless Telecommunications Carrier of the pendency of such subpoena or order. Consistent 
with the independent authority of any court, department, or agency, such notification must be 
accomplished such that each affected Wireless Telecommunications Carrier has a full opportunity to 
oppose such production or disclosure prior to the production or disclosure of any NRUF/LNP 
Confidential Information.
16. Violations of Protective Order. Should a person that has properly obtained access to 
NRUF/LNP Confidential Information under this Protective Order violate any of its terms, such person 
shall immediately convey that fact to the Commission.  Further, should such violation consist of improper 
Federal Communications Commission DA 08-2265
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disclosure of NRUF/LNP Confidential Information, the violating person shall take all necessary steps to 
remedy the improper disclosure. The Commission retains its full authority to fashion appropriate 
sanctions for violations of this Protective Order, including but not limited to suspension or disbarment of 
Counsel from practice before the Commission, forfeitures, cease and desist orders, and denial of further 
access to NRUF/LNP Confidential Information or other confidential information in this or any other 
Commission proceeding. Nothing in this Protective Order shall limit any other rights and remedies 
available to the affected Wireless Telecommunications Carriers at law or in equity against any person 
using NRUF/LNP Confidential Information in a manner not authorized by this Protective Order.
17. Termination of Proceeding. The provisions of this Protective Order shall not terminate at the 
conclusion of this proceeding. Within two weeks after conclusion of this proceeding and any 
administrative or judicial review, persons described by paragraph 8 shall destroy or return to the 
Commission all NRUF/LNP Confidential Information.  No material whatsoever derived from the 
NRUF/LNP Confidential Information may be retained by any person having access thereto, except 
Outside Counsel and Outside Consultants may retain, under the provisions of this Protective Order, two 
copies of pleadings (one of which may be in electronic format) containing NRUF/LNP Confidential 
Information filed at the Commission on behalf of a party, and one copy of orders issued by the 
Commission, Bureau or Division containing NRUF/LNP Confidential Information. All Outside Counsel 
and Outside Consultants who are subject to this Protective Order shall file an affidavit with the 
Commission not more than three weeks after conclusion of this proceeding certifying that they have 
complied with this paragraph 17 and setting forth the steps that have been taken to comply.
18. Authority. This Order is issued pursuant to Sections 4(i) and 310(d) of the Communications 
Act of 1934, as amended, 47 U.S.C.  154(i) and 310(d), Section 4 of the Freedom of Information Act, 5 
U.S.C.  552(b)(4), and authority delegated under Section 0.331 of the Commissions rules, 47 C.F.R.  
0.331, and is effective upon its adoption.
FEDERAL COMMUNICATIONS COMMISSION
 
James D. Schlichting
Acting Chief, Wireless Telecommunications Bureau
Federal Communications Commission DA 08-2265
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APPENDIX  A
Acknowledgment of Confidentiality
WT Docket No. 08-94
I hereby acknowledge that I have received and read a copy of the foregoing Protective Order in 
the above-captioned proceeding, and I understand it. I agree that I am bound by the Protective Order and 
that I shall not disclose or use NRUF/LNP Confidential Information except as allowed by the Protective 
Order. I acknowledge that a violation of the Protective Order is a violation of an order of the Federal 
Communications Commission.
Without limiting the foregoing, to the extent that I have any employment, affiliation, or role with 
any person or entity other than a conventional private law firm (such as, but not limited to, a lobbying or 
public interest organization), I acknowledge specifically that my access to any information obtained as a 
result of the Protective Order is due solely to my capacity as Outside Counsel or Outside Consultant to a 
party or other person described in paragraph 8 of the foregoing Protective Order and that I will not use 
such information in any other capacity nor will I disclose such information except as specifically provided 
in the Protective Order.
I hereby certify that I am not involved in competitive decision-making as that term is used in 
the Protective Order.
I acknowledge that it is my obligation to ensure that NRUF/LNP Confidential Information is used 
only as provided in the Protective Order; and I certify that I have verified that there are in place 
procedures, at my firm or office, to prevent unauthorized disclosure of NRUF/LNP Confidential 
Information.
Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them 
in the Protective Order.
Executed at ________________________ this ___ day of _____________, ____.
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