exv10w6xay



 





			
	 
	 	Exhibit 10.6(a)






MASTER HOSTED SERVICES AGREEMENT




     THIS MASTER HOSTED SERVICES AGREEMENT (this “Agreement”), is dated April 25, 2007
(the “Effective Date”) and is entered into by and between Ericsson Inc., a Delaware corporation
(“Ericsson”), and Rural Cellular Corporation, a Minnesota corporation, having a place of business
at 3905 Dakota Street, Alexandria, MN 56308 (“Customer”).



     WHEREAS, Ericsson has supplied Customer with a wireless network products and services and
various hosted service applications under a Master Purchase Agreement, dated March 14, 2002 (“March
14, 2002 MPA”), which was amended and restated on November 15, 2006 (the “MPA”) and the Hosted
Managed Services Statement of Work dated August 12, 2005 (the “HMS SOW”) and Customer would like to
continue to purchase such products and services from Ericsson as set forth in this Agreement with
respect to the hosted services and with respect to the wireless network products and services as
set forth in the MPA and the March 14, 2002 MPA, including the HMS SOW shall terminate in its
entirely as of the Effective Date, as is defined in Section 2 below; and



     WHEREAS, Customer and Ericsson have agreed that the business structure established pursuant to
this Agreement will achieve the objectives contemplated by the parties in establishing a new
flexible framework governing the standard terms and conditions upon which Ericsson will provide to
Customer, and Customer will purchase from Ericsson, those certain specified hosted services
pursuant to this Agreement;



     NOW, THEREFORE, Ericsson and Customer hereby agree as follows:




	1.	 	Scope of Agreement. This Agreement replaces in its entirety the HMS SOW as of the
Effective Date and sets out the standard terms and conditions that will govern the provision
by Ericsson of hosted managed services purchased by Customer after the Effective Date and
during the Term of this Agreement (the “Hosted Managed Services”). Specific terms and
conditions will be agreed to between the parties and set out in individual Schedules to this
Hosted Managed Services Agreement.






	2.	 	Term. The term of this Agreement shall commence on the Effective Date. Unless
otherwise terminated in accordance with the provisions of this Agreement the Term shall
continue for a period of four (4) years after the Effective Date (the “Term”). Either party
may indicate to the other its intention to renew the Agreement by a further term of one (1)
year by providing a written notice at least 120 days before the expiration of the Term. The
other party may then agree to so extend the Term by providing the first party with a notice to
such effect at least 90 days before the expiration of the Term, failing which, the Agreement
will terminate at the expiration of the Term. Notwithstanding the expiration or termination of
this Agreement for any reason, each Schedule entered into prior to the date of such expiration
or termination will remain in full force and effect in accordance with the provisions thereof,
including each of the provisions of this Agreement incorporated by reference into such
Schedule.






	3.	 	Schedules. Each Schedule will, at a minimum, include the following:








	 	(a)	 	A reference to this Agreement, which reference will be deemed to incorporate
all applicable provisions of this Agreement.





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	 	Exhibit 10.6(a)







	 	(b)	 	The date as of which the applicable Schedule will be effective, and the term or
period of time during which Ericsson will provide the applicable services and resources
to Customer pursuant to that Schedule.
	 
	 	(c)	 	The amounts payable to Ericsson by Customer for the services and resources to
be provided under the applicable Schedule, the basis on which such amounts will be
determined, and the schedule on which such amounts will be invoiced to Customer by
Ericsson.
	 
	 	(d)	 	A description of the services and resources to be provided by Ericsson to
Customer pursuant to that Schedule.
	 
	 	(e)	 	Provisions with respect to exclusions and limitations, if applicable.
	 
	 	(f)	 	Any provisions applicable to the services and resources provided under that
Schedule that are not otherwise set forth in this Agreement or that are exceptions or
modifications to the provisions set forth in this Agreement.




A form of schedule is attached hereto as Exhibit A.
No schedule will become effective until it has been executed by authorized representatives of both Ericsson and Customer.





	4.	 	Acceptance. The following provisions apply with respect to the acceptance of the
Hosted Managed Services:






	 	(a)	 	Acceptance tests (the “Acceptance Tests”) will be carried out in respect of
the particular Hosted Managed Service that is provided by Ericsson, to verify that it
will operate and perform in accordance with the relevant specifications provided by
Ericsson (the “Specifications”).
	 
	 	(b)	 	Ericsson will notify Customer when it determines that the Hosted Managed
Service is ready for Acceptance Tests, such notice to be given no less than
seventy-two (72) hours before commencement of the Acceptance Tests. Customer and
Ericsson will jointly commence the Acceptance Tests on the date mutually agreed upon
by both parties and specified in Ericsson’s notice (or other determined date).
Representatives of Ericsson and Customer will sign off on the form provided by
Ericsson for the Acceptance Tests (the “Tests Results Form”) as to whether each item
of the test was passed or failed. If Customer does not have a representative attend
the Acceptance Tests on the mutually scheduled date, Ericsson will proceed with those
tests and immediately forward the Test Results Form to Customer. No later than five
(5) days after the effective receipt (in accordance with Section 21 of
this Agreement) by Customer of the Test Results Form, Customer will give Ericsson a
written notice confirming that the Hosted Managed Service is accepted or refusing
acceptance, in which case Customer’s notice will state the particulars of the alleged
deviation. If Customer fails to notify Ericsson during this period, Ericsson will,
at its discretion but acting reasonably, determine whether or not the Hosted Managed
Service is accepted and the Hosted Managed Service is deemed to have been accepted on
the date upon which the Acceptance Tests were successfully completed.





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	 	Exhibit 10.6(a)







	 	(c)	 	If the Acceptance Tests results indicate that the Hosted Managed Service does not
fulfill the requirements of the Specifications, Ericsson will diligently correct these
defects at no additional cost to Customer. Acceptance of the Hosted Managed Service
will not be unreasonably refused because of minor deviations that do not prevent it
from being put into operation, although this will not relieve Ericsson from its
obligation to remedy the deviations without undue delay. As used in the previous
sentence “minor deviation” means that both parties agree that the defect will not
affect end users quality of service. Upon correction of the defects, the relevant
Acceptance Tests will be repeated on the relevant Hosted Managed Service in accordance
with the procedures set out in this Article. Upon successful completion of the
Acceptance Tests, the Hosted Managed Service will be deemed accepted by Customer and
Acceptance will be deemed to have taken place as of that completion.
	 
	 	(d)	 	If the date the Acceptance Tests are successfully completed is delayed as the
result of the failure of Customer to fulfill its obligations under this Agreement,
Acceptance will be deemed to have occurred on the date it would reasonably have taken
place if Customer had fulfilled those obligations.
	 
	 	(e)	 	Acceptance of the Hosted Managed Service may involve testing the Hosted
Managed Service itself and interfaces (standard or agreed) to equipment and services
not supplied by Ericsson under this Agreement. For this reason, tests of all products
and services not supplied by Ericsson must be completed by Customer prior to
commencement of Acceptance Tests and in the event that tests of applicable external
products and services are incomplete, Customer will allow Ericsson to exclude affected
tests, and the Test Results Form will indicate that test has been excluded. In the
event the Hosted Managed Service passes the other relevant tests, it will be deemed
accepted. Ericsson will help co-ordinate integration testing with products and
services not supplied by Ericsson and may require the participation of the suppliers
of such products and services in the testing process.
	 
	 	(f)	 	If Customer commences use of the Hosted Managed Service, other than for the
express purpose of training or testing as agreed between Ericsson and Customer in
writing prior to Acceptance, it will be deemed accepted by Customer.






	5.	 	Subscriber Forecasts. Upon Ericsson’s prior written request, Customer will use
commercially reasonable efforts to provide annual forecasts (“Forecasts”) of (i) the numbers
of subscribers to each Hosted Managed Service (“HMS Subscribers”) and (ii) volume forecasts.
Customer shall provide Forecast one (1) month prior to the start of each calendar year. In
addition, Customer shall provide Ericsson with one (1) month advance notice of significant
marketing initiatives that could reasonably be expected to generate additional volume. The
parties agree and acknowledge that all Forecasts shall be deemed confidential information of
Customer.






	6.	 	Payment Terms. All invoices will be due and payable to Ericsson within thirty (30)
days from the date of the invoice. Any sum due to Ericsson hereunder that is not paid when
due will bear interest thereafter until paid at a rate equal to the lesser of 1.5% per month
or the maximum rate allowed by applicable law.





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	 	Exhibit 10.6(a)







	7.	 	Software. To the extent that licenses or rights to use software (“Software”) are
included as part of the Hosted Managed Services, the following conditions will apply.






	 	(a)	 	The Software and related documentation (including all copies thereof) shall
remain Ericsson’s exclusive property.
	 
	 	(b)	 	Customer may not reverse engineer, decompile or otherwise derive the source
code from the object code of the Software.
	 
	 	(c)	 	Customer may not merge the Software with other software computer program
materials to form a derivative work or otherwise modify or alter the Software in any
manner whatsoever.
	 
	 	(d)	 	Customer may make only one copy of the Software solely for backup purpose.
	 
	 	(e)	 	Customer may make copies of the Software-related documentation solely for
internal purposes.






The provisions of this Section 7 will survive the expiration or termination of this
Agreement for any reason. Additional specific provisions may be set out in the applicable
Schedule.




	8.	 	Change Control Procedure. Unless otherwise indicated in a Schedule, the Change
Control Procedure set out in Exhibit B will apply to the Hosted Managed Services
purchased by Customer during the Term.






	9.	 	Purchase Orders. Annually, Customer will issue to Ericsson a blanket purchase order
for each Schedule that covers its’ purchase of Services from January 1st to December 31st of
that calendar year. If a Schedule terminates or expires at a date earlier than December 31st
of that calendar year, the purchase order shall cover the purchase of Services from January
1st through the date of termination expiration of the Schedule.






	10.	 	Taxes. Customer will be responsible for, and will pay or reimburse Ericsson for, any
sales, use, excise or other taxes, however designated or levied, based upon this Agreement,
any amounts payable to Ericsson hereunder, or any services, systems, materials or goods
provided to Customer hereunder or their use.






	11.	 	Warranty. During the Term of the Agreement, Ericsson warrants and agrees that it
will perform the Hosted Managed Services in a good and workmanlike manner and that the Hosted
Managed Services will operate in accordance with the specifications set out in the Schedules
(the “Specifications”). The foregoing warranty will expire, with respect to each Schedule, at
the end of the term of the relevant Schedule. In the event of a breach of such warranty,
Ericsson shall, at its own expense, correct any such defect within the time frames set forth
in the appropriate Schedule. Except as expressly stated in the appropriate Schedule,
Customer’s sole remedy in the event of a breach of this warranty or of Ericsson’s failure to
meet the monthly service levels set forth in the appropriate Schedule, which are
material to Customer’s revenues, shall be the credit set out in the appropriate Schedule.
Ericsson does not warrant that the operation of the Hosted Managed Services will be
uninterrupted, error-free, available or usable at all times, or provided without delay,
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, THERE ARE NO, AND ERICSSON





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	 	Exhibit 10.6(a)







	 	 	HEREBY DISCLAIMS ALL, OTHER WARRANTIES,
WHETHER IMPLIED, EXPRESS OR STATUTORY, WITH
RESPECT TO THE PRODUCTS, CONTENTS, OR
SERVICES PROVIDED TO CUSTOMER HEREUNDER,
INCLUDING WITHOUT LIMITATION ANY WARRANTY
OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR USE.
	 
	12.	 	Exclusions.






	 	(a)	 	Ericsson will not be responsible for unauthorized access to or alteration of
Customer’s or HMS Subscribers’ transmissions or data, any material or data sent or
received or not sent or received, or any transactions entered into through the Hosted
Managed Services, other than unauthorized access, alterations or transmission by
Ericsson or its contractors. Ericsson is not responsible or liable for (i) any
threatening, defamatory, obscene, offensive or illegal content or conduct of any other
party or any infringement of another’s rights by any other party, including
intellectual property rights and privacy rights, or (ii) any content using or included
in the Hosted Managed Services by any third party.
	 
	 	(b)	 	Ericsson reserves the right to suspend or terminate the Hosted Managed Services
for any HMS Subscriber (as defined in the appropriate Schedule) or set of HMS
Subscribers when fraud, abuse, misuse, or criminal activity by an HMS Subscriber is
detected, or (ii) an HMS Subscriber’s account activity generates extraordinary load
affecting the overall performance of the system used to provide a particular Hosted
Managed Service (the “System”), such as virus or spam attacks that generate
extraordinary e-mail synchronization loads on the System causing service degradation
for other HMS Subscribers. Any such suspension or termination of the Hosted Managed
Services will be communicated to Customer prior to action being taken by Ericsson.
	 
	 	(c)	 	Ericsson has no obligation to monitor the third party content on the Hosted
Managed Services, however any third party content or applications that materially
violate the terms of this Agreement, materially interfere with the functioning of
Ericsson’s software, contravene Ericsson’s Code of Business Ethics, or in Ericsson’s
reasonable opinion are illegal or inappropriate, may be removed by Ericsson. Ericsson
will give prior written notice to Customer of such removal.
	 
	 	(d)	 	Any dealings with third parties (including advertisers) included within the
Hosted Managed Services or participation in promotions, including the delivery of and
the payment for goods and services, and any other terms, conditions, warranties or
representations associated with such dealings or promotions, are solely among Customer,
HMS Subscribers and the advertiser or other third party content providers, if any.
Ericsson will not be responsible or liable for any part of any such dealings or
promotions.




Customer shall have the right to request that Ericsson suspend any third party content or
applications that Customer believes are illegal or inappropriate, including but not limited to any
applications that support illegal peer-to-peer file sharing. Upon such request, Ericsson will
immediately remove such content and notify Customer of such removal.




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	 	Exhibit 10.6(a)







	13.	 	Ericsson Excused from Performance. Ericsson will be temporarily excused from the
performance of the Hosted Managed Services and from complying with the Service Levels and Key
Performance Indicators (“KPI’s”) set out in the appropriate Schedules, and Ericsson will not
have any liability for such non-performance or non-compliance, in the event that and insofar
and for so long as the performance of the Hosted Managed Services or the compliance with the
Service Levels or KPI’s is prevented, hindered or delayed as a result of the following:






	 	 (a)	 	Customer not complying with its obligations or responsibilities under this
Agreement and the Schedules.
	 
	 	 (b)	 	Customer not timely following Ericsson’s commercially reasonable advice in
relation to and material to minimum capacity, performance or functionality requirements
of Customer’s CDMA & GSM networks or parts thereof. If any of the Forecasts is exceeded
by greater than 20%, during the interval of the exceeded Forecast, Ericsson and
Customer will mutually agree to relaxed Quality of Service and KPI targets. In the
event that any Forecast is exceeded by more than 20% after Customer has reported the
Forecast in good faith, Ericsson will use all commercially reasonable efforts to
increase capacity to meet demand within 8-12 weeks.
	 
	 	 (c)	 	Scheduled downtime for maintenance and installation of Customer’s network, and
planned downtime for maintenance and installation of the System (“Scheduled Downtime”).
Scheduled Downtime will (i) occur only during the maintenance window currently defined
as 12:01A.M CST — 4:59A.M. CST, (ii) shall not exceed 20 hours per month and (iii)
Ericsson shall notify and coordinate with Customer in advance of such Scheduled
Downtime events in order to minimize its impact on Customer’s operations.






	14.	 	Customer Responsibilities and Commitments. Notwithstanding any provision in this
Agreement, Customer will:






	 	 (a)	 	Establish and provide the necessary transport links to Ericsson’s Service
Location in Plano, TX and provide the necessary equipment at the Customer network’s
location to terminate the transmission link. Unless otherwise specified in the
applicable Schedule, this includes, but is not limited to, all necessary routers,
firewalls, intrusion detection, Mail and Server Filters as reasonably deemed necessary
by Ericsson to connect and secure the link between Customer and Ericsson.
	 
	 	 (b)	 	Provision and maintain necessary transmission facilities, and bandwidth to
support the Forecasts specified in the applicable Schedule.
	 
	 	 (c)	 	Support Ericsson’s efforts and assist in providing access to IT networks,
transport facilities and other points of access as reasonably required to support and
expand the Hosted Managed Services.
	 
	 	 (d)	 	Customer will be responsible for any changes to its networks and the connection
interface to the System required in order to comply with government regulations.
Ericsson will be responsible for any changes to the System. Ericsson will provide
access to Customer to associated Ericsson sponsored user groups, development
conferences, and ad-hoc meetings.





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	 	Exhibit 10.6(a)







	15.	 	Indemnification.






	 	 (a)	 	Ericsson shall, at its own expense, (i) defend Customer in any claim or legal
action in North America, alleging that the purchase or use of any Service provided by
Ericsson to Customer hereunder or any portion thereof, directly infringes any patent,
trademark or copyright of any third party (“Infringement Claim”) and (ii) pay any
settlement reached or final award, including reasonable attorney’s fees, for
infringement. As a condition of such defence or payment, Customer is required to (i)
give Ericsson prompt written notice of any Infringement Claim; (ii) provide Ericsson
with the sole control of the defence and/or settlement of the Infringement Claim; and
(iii) cooperate fully with Ericsson in such defence or settlement. Customer may, at
its own expense, participate fully in the defence of such Infringement Claim.
	 
	 	 (b)	 	In the event Ericsson becomes aware of a potential Infringement Claim,
Ericsson shall use its reasonable best efforts to avoid any interruption of the Hosted
Managed Services and may (or in the case of an award of an injunction, shall) at its
sole option and expense: (i) procure for Customer the right to continue using the
alleged infringing Hosted Managed Services; (ii) replace or modify the alleged
infringing Hosted Managed Services with an equivalent service so that Customer’s use
is non-infringing; or (iii) if the remedies under the foregoing clauses (i) and (ii)
are not commercially feasible, require Customer to discontinue use of the infringing
Hosted Managed Services and (1) refund to Customer of the fees paid for the affected
Hosted Managed Services and (2) provide Customer with reasonable co-operation with
respect to transition to a hosted managed service platform.
	 
	 	 (c)	 	Ericsson has no liability with respect to any Infringement Claim in the event
that the affected Service (i) is manufactured, designed or supplied by Ericsson in
accordance with any design or special instruction furnished by Customer unless there
was another reasonable way to comply with such design or instruction, provided that
the Infringement Claim relates to such design or special instruction; (ii) is used by
Customer outside of North America provided that the Infringement Claim arises from
such use outside North America, (iii) is used by Customer in a manner or for a purpose
not contemplated in this Agreement provided that the Infringement Claim arises from
such uncontemplated manner or purpose, (iv) is used by Customer in combination with
other products, services or applications not provided or approve in writing by
Ericsson under this Agreement, including any software developed by Customer through
the permitted use of the Managed Services, provided that the Infringement Claim
arises from such combination or use thereof; or (v) is modified by Customer without
Ericsson’s written authorization, provided that the Infringement Claim arises from
such modification. If Customer continues use of the affected Service notwithstanding
Ericsson’s request to replace or modify pursuant to 15.(b)(ii) or its requirement to
discontinue use pursuant to 15.(b)(iii), Ericsson shall not be liable for such use.
Customer shall indemnify Ericsson against all liability and costs
of defence, including reasonable attorney’s fees, for any and all claims against
Ericsson for infringement based upon any of the foregoing.





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	 	Exhibit 10.6(a)







	 	(d)	 	The above provisions constitute the exclusive recourse of Customer and the entire
obligation and liability of Ericsson with respect to any claim for infringement of
intellectual property rights.
	 
	 	(e)	 	Each party will defend, indemnify and hold harmless the other party and its
respective officers, directors and employees against any and all claims, demands, and
causes of action brought against the other by third parties for bodily injury
(including death) or loss or damage to tangible property of a third party directly
arising out of the intentional wrongful acts or omissions, the grossly negligent acts
or omissions or strict liability of the indemnifying party, its officers, agents,
employees, or subcontractors in the performance of this Agreement. If Ericsson and
Customer jointly cause such losses, claims, demands, damages or causes of action, the
parties shall share the liability in proportion to their respective degree of causal
responsibility. The indemnified party shall notify the other party in writing within
thirty (30) days of its actual knowledge of any such claim. The indemnifying party
shall have sole control of the defence and all related settlement negotiations, except
that the indemnified party may retain control to the extent necessary to protect
itself in any matter involving un-indemnified claims; and the indemnified party shall
provide the indemnifying party with the assistance, information, and authority
reasonably necessary to perform the above. Notwithstanding the foregoing, the
indemnified party shall not be subject to any material obligations or restrictions in
any settlement that has not been expressly approved by the indemnified party in
writing, which approval shall not be unreasonably withheld.






	16.	 	Cooperation with Requests for Information. In the event that Customer is required by
law to comply with a legally valid request for information or documents including but not
limited to subpoenas, pen registers or wiretaps in connection with the Hosted Managed
Services, Ericsson will, at Customer’s request, provide Customer with reasonable co-operation,
provided that such co-operation does not contravene applicable law.
	 
	17.	 	Rights in Work Products. Each party’s rights in and to the work products to be
developed and provided by Ericsson under this Agreement are set forth herein. Unless
otherwise set forth herein or in the applicable Schedule, Ericsson will have exclusive
ownership of such work products, and Customer will have a non-exclusive, non-transferable
license to use such work products as contemplated herein.
	 
	18.	 	Confidentiality. Each party agrees that all confidential documents, work product and
information (including all computer code and related materials) received or otherwise obtained
from the other party pursuant to this Agreement, whether before or after the Effective Date,
will be, and will be deemed to have been, received in confidence and will be used only for the
purpose of carrying out the obligations of, or as otherwise contemplated
by, this Agreement. Without the other party’s prior written consent, neither party may
disclose any such information to any third party, and each party will disclose such
information only to such of its officers, employees and agents that have a need to know such
information for the purposes contemplated hereby. However, the provisions of this Section
will not apply to any such information that (i) is or becomes generally available to the
public without the fault or negligence of either party, (ii) is already in the possession of
the receiving party without being subject to another confidentiality obligation, (iii) is or
becomes available to the receiving party on a non-confidential basis from a source other





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	 	Exhibit 10.6(a)







than the disclosing party; provided that such source is not bound by a confidentiality
obligation of the disclosing party, (iv) is required to be disclosed pursuant to an
arbitration proceeding conducted in accordance with this Agreement, or (v) is required to be
disclosed pursuant to a requirement of any governmental authority or any statute, rule or
regulation; provided that the party required to disclose such information of the other party
provides to the other party notice of such requirement of any such disclosure and cooperates
with the other party to prevent or restrict any such disclosure to the extent allowed by
applicable law.




	19.	 	Limitation of Liability. Except for Ericsson’s liability under any indemnity
provision in this Agreement, (i) any liability of Ericsson arising from or relating to this
Agreement, whether based on contract, warranty, equity, indemnity, tort (including Ericsson’s
negligence), intended conduct, strict liability, or otherwise will be limited to Customer’s
actual, direct damages, and (ii) the amount of damages recoverable against Ericsson for all
events, acts or omissions shall not exceed, in the aggregate, the
greater of one hundred thousand dollars
($100,000) or the prices or fees then already paid by Customer to Ericsson under the applicable
Schedules or services that give rise to such liability. In no event shall either party be
liable for any special, incidental, indirect or consequential damages in connection with this
Agreement, whether based on action or claim in contract, warranty, equity, tort (including
negligence), intended conduct, strict liability or otherwise, even if such damages are
foreseeable.






	20.	 	Termination. Either party may terminate this Agreement upon thirty days’ written
notice to the other party if such party breaches in any material respect any of the terms of
this Agreement (except for payment default) and such breach remains uncured at the end of the
thirty day notice period. In the event that Customer defaults in the payment when due of any
amount due to Ericsson hereunder and does not cure the default within ten (10) business days
after being given written notice specifying the default, then Ericsson may, by giving written
notice thereof to Customer at any time thereafter and before the default is cured, terminate
this Agreement or the applicable Schedule as of the date specified in the notice of
termination.






	21.	 	Notice. Any notices pursuant to this Agreement shall be in writing and shall be sent
to the parties at the following address or at such other addresses as shall be specified by
the parties by like notice:





			
	 	 	 
	If to Ericsson:
	 	If to Customer:
	 	 	 
	Ericsson Inc. 

6300 Legacy Drive 

Plano, Texas 75024

Attention: VP RCC KAM
	 	Rural Cellular Corporation

3905 Dakota Street

Alexandria, MN 56308

Attention: President
	 	 	 
	With a copy to:
	 	With a copy to:
	 	 	 
	Ericsson Inc. 

6300 Legacy Drive 

Plano, Texas 75024

Attention: Legal Department
	 	Rural Cellular Corporation

302 Mountain View Drive

Colchester, VT 05446

Attention: Legal Services Department







Such notices or other communications shall be deemed to have been duly given and received
(i) on the day of sending if sent by personal delivery, cable, telegram, facsimile



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	 	Exhibit 10.6(a)







transmission or telex, (ii) on the next business day after the day of sending if sent
by Federal Express or other similar express delivery service, or (iii) on the fifth calendar
day after the day of sending if sent by registered or certified mail (return receipt
requested).




	22.	 	Dispute Resolution. Any disputes arising under or relating to this Agreement shall
be resolved in accordance with the Commercial Arbitration Rules of the American Arbitration
Association. Arbitration shall be held in the City of New York, New York, or such other place
as the parties may agree and shall include an award of attorneys’ fees (and the amount of such
fees) to the prevailing party. The arbitrators’ award shall be final and binding, and
judgment thereon may be entered in any court having jurisdiction over the party against which
enforcement is sought; provided that any such award rendered by the arbitrators shall be
strictly in conformance to and in accordance with the terms and conditions of this Agreement,
including without limitation the limitation of liability provisions contained herein. Other
than those matters involving injunctive relief as a remedy or any action necessary to enforce
the award of the arbitrators, the parties agree that the provisions of this Section are a
complete defense to any suit, action or other proceedings instituted in any court or before
any administrative tribunal with respect to any dispute or controversy arising under or
relating to this Agreement. Nothing in this Section shall prevent either party from
exercising its rights to terminate this Agreement as specified herein. The provisions of this
Section shall survive the expiration or termination of this Agreement for any reason.






	23.	 	Media Releases. All media releases, public announcements and public disclosures by
either party relating to this Agreement or the subject matter of this Agreement, including,
without limitation, promotional or marketing material but not including any announcement
intended solely for internal distribution or any disclosure required by legal, accounting or
regulatory requirements beyond the reasonable control of the party, will be coordinated with
and subject to the final approval by both parties prior to release.






	24.	 	Force Majeure. Each party will be excused from performance hereunder (except for
payment obligation) for any period and to the extent that it is prevented from such
performance, in whole or in part, as a result of delays caused by the other party or an
unforeseeable act of God, natural disaster, war, civil disturbance, court order, labor
dispute, third party non-performance, or other cause beyond its reasonable control and which
it could not have prevented by reasonable precautions, including failures or fluctuations in
electrical power, heat, light, air conditioning or telecommunications equipment, and such
non-performance will not be a default hereunder or a ground for termination hereof; provided
however, the party whose performance is not affected by such force majeure may terminate
the applicable Schedule without penalty upon written notice if the force majeure prevents
the other party’s performance for more than ninety (90) days.






	25.	 	Relationship. The relationship between Customer and Ericsson is that of independent
contractor. This Agreement does not create any employer-employee, agency, joint venture, or
partnership relationship between Customer and Ericsson. Ericsson shall exercise control over
the means and manner of the performance of services pursuant to this Agreement. No
employee, agent, or assistant of Ericsson, or other person participating on Ericsson’s
behalf, shall be considered an employee of Customer or entitled to any employment fringe
benefits of Customer.





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	 	Exhibit 10.6(a)







	26.	 	Conflicts. In the event of a conflict between the terms of this
Agreement and those of a Schedule, the terms of the Schedule will prevail.






	27.	 	Miscellaneous. This Agreement shall be governed by the laws of the State of New
York, other than the choice of law rules. Neither party may assign this Agreement without the
other party’s prior written consent; except that by providing the other party with a prior
written notice thereof, either party may assign this Agreement to any corporation or
partnership that controls, is controlled by, or is under common control with the assigning
party or to any corporation that results from a merger or consolidation with the assigning
party or that acquires substantially all of the assigning party’s assets as a going concern,
without the other party’s consent. As used in the preceding sentence, “control” and its
derivatives mean with respect to any entity the legal, beneficial or equitable ownership,
directly or indirectly, of fifty percent (50%) or more of the voting capital stock (or other
ownership interest, if not a corporation) of such entity. Notwithstanding the foregoing
provisions, Ericsson will be entitled to assign all or a part of its rights and obligations
under a Schedule to a third party, provided that Ericsson provides RCC with prior written
notice of ninety (90) days and that such assignment does not relieve RCC or Ericsson of its
obligations or deprive RCC or Ericsson of its rights under the Schedule, and is at no cost to
RCC. The provisions of this Agreement shall be severable, and if any provisions shall be held
unenforceable the remaining provisions shall remain in full force and effect. Expiration or
termination of this Agreement for any reason shall not release either party from any liability
or obligation set forth in this Agreement which (i) the parties have expressly agreed will
survive any such expiration or termination, or (ii) remain to be performed or by their nature
would be intended to be applicable following such expiration or termination. This Agreement,
each Schedule, and all exhibits attached hereto or thereto, each of which is hereby
incorporated herein or therein, as applicable, for all purposes, constitute the entire
agreement between Ericsson and Customer with respect to the subject matter hereof and thereof,
and there are no understandings or agreements relative hereto or thereto that are not fully
expressed herein or therein. Any other terms or conditions included in any quotes,
acknowledgements, bills of lading, purchase orders, invoices or other forms utilized or
exchanged by the parties hereto that are in addition to or in conflict with those set forth in
this Agreement or the applicable Purchase Order will be of no force or effect and will not be
incorporated herein or be binding unless specifically and expressly agreed to in writing by
both parties. No change, waiver or discharge will be valid unless in writing signed by an
authorized representative of the party against whom such change, waiver or discharge is sought
to be enforced. Each party, by executing this Agreement, represents and warrants that all
necessary corporate or other authority to execute the Agreement has been obtained and that the
person signing the Agreement is authorized to do so and thereby bind that party.





			
	 	 	 
	SIGNED for and on behalf 

of Rural Cellular Corporation
	 	SIGNED for and on behalf

of Ericsson Inc.
	 	 	 
	 	 	 
	/s/ Ann Newhall
	 	/s/ Brian Mihelich
	 
	 	 


	Name: Ann Newhall 

Title: Chief Operating Officer 

Date: 4/25/07
	 	Name: Brian Mihelich

Title: Vice President Sales

Date: 4/27/07






Page 11 of 16






 









 








			
	 
	 	Exhibit 10.6(a)






Schedule No. ___



This Schedule No. ___(this “Schedule”),
effective as _______________, 2005 is entered into by and
between Rural Cellular Corporation (“Customer”) and Ericsson Inc. (“Ericsson”). This Schedule is a
part of and subject to the terms and conditions set forth in the Hosted Managed Services Agreement,
effective as of _______________, 200___, between Customer and Ericsson. In the event of a conflict
between the terms of the Hosted Managed Services Agreement and those of this Schedule, the terms of
this Schedule will prevail.



1. Scope of Work.



2. Term of Hosted Managed Services.



3. Description of Hosted Managed Services.



4. Fees.



5. Other Provisions.




			
	 	 	 
	ERICSSON INC.
	 	RURAL CELLULAR CORPORATION
	 	 	 
	By: ___________________________________________
	 	By: ___________________________________________
	Printed Name: ___________________________________
	 	Printed Name: ___________________________________
	Title: __________________________________________
	 	Title: __________________________________________






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           Exhibit B — Change Control Procedure




Introduction



This document specifies the Change Control Procedure, which should be completed for all new
enhancements or operational changes. The attached form in Appendix is a proposed draft of the
Change Request Form, included for illustrative purposes, which will be used to request changes.




Change Control Procedure



Introduction

The Change Control Procedure is a key element in the governance. The procedure encompasses all
activities required to handle the implementation of changes to this Agreement, any Schedules and
corresponding service delivery.




Categories of Change



There are two categories of changes to the Agreement and its Schedules:



Operative changes: Changes that are related to the day-to-day operation and service
delivered. These may include, but are not limited to:





	•	 	Service configuration changes, which do not require customization (e.g.: new features,
interfaces changes)
	 
	•	 	Introduction of new features, services and enhancements (which may require customization or
platform upgrade)
	 
	•	 	Network configuration changes (e.g.: due to changes in Customer’s transport or service
networks)




Non-operative changes: Changes that are related to the relationship and service delivered.



Adjustments of Fee or Service Charge

Ericsson will quote an adjustment of the applicable Service Charges.




Change Request Procedure



Initiation of Change

Either Ericsson or Customer can initiate a request for change of the Agreement or a Schedule at any
time. The change request procedure requires Customer together with Ericsson to conduct a
pre-study, to evaluate / assess the changes and deliver a prepared Change Request Form. A change
can only be decided upon on the basis of a prepared Change Request Form (see sample attached in
Appendix 1).



The Change Request Form shall contain, but is not limited to:




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	•	 	The objectives of the change and the target timetable for achieving these objectives.
	 
	•	 	The adjustments to the Service Charges, if applicable.
	 
	•	 	A detailed implementation plan for the implementation of the relevant change including Customer acceptance.
	 
	•	 	The operational consequences of the change and the likely effect of it on the KPIs and Service Levels.
	 
	•	 	Performance commitments, if any that pertain to the change.
	 
	•	 	The impact on any of the Hosted Managed Service contractual documents.
	 
	•	 	Any other information as may be relevant in the circumstances.




Decision of a Change

The change request can be accepted, rejected, or accepted with conditions. Acknowledgement of
receipt of Change Request will be sent within two (2) business days. A response to a Change
Request will be sent within fifteen (15) business days. If the request requires extensive
investigation, the response may specify a need for further time to investigate a solution.
Accepted with conditions might result in a new pre-study to be conducted. If Customer reject the
changes at this stage (other than a Change Request necessitated by a change of relevant laws or
regulation) the handling of the change will be terminated.



Approval

If an operative change is accepted, the Contract Managers of both parties will note their approval
on the Change Request Form, which will trigger the implementation of the change. Customer will
confirm the Change Request Form with the issuance of a Purchase Order. If a non-operative change
is accepted, the Contract underwriters or assigned executives will note their approvals on the
Change Request Form, which will trigger the implementation of the change. Any changes to this
Agreement or a Schedule must be approved in writing and signed by authorized officers of the
parties.



Tractability and Contract History File

Backward tractability of the initial baseline contract must be maintained. All Change Control
Procedure related meetings would be recorded. The records will be distributed to all attendees and
relevant receivers in the Ericsson and Customer organizations. All change requests must be
archived.




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Sample Change Request




           Appendix — 1: Sample Change Request Form




Title of Request: _____________________________________________________________________________________________________________




From:        ̈ Ericsson             ̈ Customer




Type of Change:        ̈ Operative             ̈ Non-Operative




Description of Request






 
 







Sponsor Team




	 	 	 	 	 	 	 	 	 
	 	 	Name	 	 	Contact Number	 
	Customer Program Manager:	 	 	 	 	 	 	 	 
	Ericsson Program Manager:	 	 	 	 	 	 	 	 






Objective of the Change and Implementation Plan

Please provide a brief overview of the objective of this change and how it will be implemented.







 
 








Operational Consequences and Effect on KPIs/Contract Documents

Please describe the operational consequences, the effects on KPIs and Service Levels, and any
other effect on contract documents.







 
 








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Sample Change Request




Consumer Experience

Please describe how this change will affect the consumer’s experience.







 
 








Service Charge Impact

Please describe how this change will affect the service charge to Customer.








 
 







Timeline




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Day	 	Task	 	 	Owner	 	 	Date Completed	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 









							
	Submitted By:
	 	_______________________________________
	 	Date:
	 	____________________________________________________
	 
	Approved By:
	 	_______________________________________
	 	Date:
	 	____________________________________________________
	 
	Approved By:
	 	_______________________________________
	 	Date:
	 	____________________________________________________






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