exv10w6xcy



 





Exhibit 10.6(c) REDACTED




CONFIDENTIAL
TREATMENT REQUESTED




SCHEDULE NO. 2




This Schedule No. 2 for Managed Content Hosted Managed Service (this “Schedule”), effective as of
April 25, 2007, (“Effective Date”) is entered into by and between Rural Cellular Corporation
(“Customer”) and Ericsson Inc. (“Ericsson”). As of the Effective Date, this Schedule replaces in
its entirety the Statement of Work – Managed Content Services effective as of January 19, 2005, as
amended (the “Managed Content SOW”). This Schedule is a part of and subject to the terms and
conditions set forth in the Hosted Managed Services Agreement, effective as of April 25, 2007
between Customer and Ericsson (“HMS Agreement”). In the event of a conflict between the terms of
the HMS Agreement and those of this Schedule, the terms of this Schedule will prevail.




	1	 	Scope and Definitions






	1.1	 	This Schedule includes the following documents:






	 	1.	 	Exhibit A1 – Managed Content Services Description
	 
	 	2.	 	Exhibit A2 – Responsibility Matrix
	 
	 	3.	 	Exhibit A3 – Key Performance Indicators
	 
	 	4.	 	Exhibit B — Credit Request Form
	 
	 	5.	 	Exhibit C – Content Provider List and Minimum Amount
	 
	 	6.	 	Exhibit D – WAP Portal Enhancements
	 
	 	7.	 	Exhibits E-1 to E-4 – Flow Through Provisions for certain
Content
	 
	 	8.	 	Exhibit F – Acceptance Test Documents






	1.2	 	All amendments to this Schedule must be recorded in writing, signed by both parties and
implemented in accordance with the Change Control Procedure set forth in Exhibit B of the HMS
Agreement
	 
	1.3	 	All capitalized terms set forth herein and not otherwise defined shall have the definitions
provided in the HMS Agreement. For the purposes of this Schedule:
	 
	 	 	“Active Subscriber” means each unique Subscriber who accesses one or more Premium
Links during a particular month.
	 
	 	 	“Commercial Launch Date” means the date upon which Customer commences use of the
Managed Content Services other than for the express purpose of training or testing as
agreed between Ericsson and Customer in writing prior to Acceptance.
	 
	 	 	“Content” means the data, information and services (such as, but not limited to,
Ringtones and Java Applications) selected by Customer as being licensed hereunder and
made available to Customer by Ericsson. The Content includes MMS Alerts and
Downloadable Content and is listed in Exhibit C, as amended from time to time by
mutual written agreement of the parties.




Schedule 2 to HMS Agreement — Managed Content Services




Page 1 of 35






***
Information omitted and filed separately with the Securities and
Exchange Commission pursuant to a request for confidential treatment.







 





Exhibit 10.6(c) REDACTED



CONFIDENTIAL
TREATMENT REQUESTED




	 	 	“MMS Alerts” means Content that is provided through the push content service based on
MMS messaging, in accordance with this Schedule.
	 
	 	 	“Minimum Amount” is the minimum amount set out in Exhibit C.
	 
	 	 	“Portals” means the WAP Portal defined below and the Web Subscription Portal both
described in Exhibit A1 through which Subscribers can access Content.
	 
	 	 	“Premium Link” means a link on the WAP Portal to content other than the Content
listed in Exhibit C. The Premium Links currently on the WAP Portal are listed in
Exhibit D and are subject to change by Ericsson as set out in Exhibit D.
	 
	 	 	“Subscriber” means any end-user or subscriber of Customer who is provisioned to (i)
receive any of the MMS Alerts listed in Section 1 of Exhibit C, (ii) browse the
portals described in Exhibit D, or (iii) receive any of the Downloadable Contents
listed in Section 2 of Exhibit C.
	 
	 	 	“Territory” means the wireless markets covered by Customer in the United States of
America.
	 
	 	 	“Downloadable Content” means Content that can be downloaded by Subscribers in
accordance with this Schedule.
	 
	 	 	“WAP Gateway” or “Mobile Internet Enabling Proxy (MIEP)” means the hardware and
software implemented in the Ericsson hosting environment that supports WAP sessions.
	 
	 	 	“WAP Portal” means a WAP site configured for the use of Subscribers with a WAP
capable handset.
	 
	2	 	Term of Hosted Managed Services
	 
	 	 	Prior to the Effective Date, Ericsson provided Customer with the Managed Content
Services pursuant to the terms and conditions in the Managed Content SOW. This
Schedule is effective as of the Effective Date and shall continue until June 19, 2008
(the “Term”). Either party may indicate to the other its intention to renew this
Schedule by a further term of one (1) year by providing a written notice at least 120
days before the expiry 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 expiry of the Term, failing which, this Schedule will terminate at the
expiry of the Term.
	 
	3	 	Description of Hosted Managed Services
	 
	 	 	Ericsson will provide the services and features described in Exhibit A1 (the
“Managed Content Services”).
	 
	4	 	Acceptance
	 
	 	 	The parties acknowledge that the Managed Content Services were accepted on
January 25, 2005 (“Acceptance”).




Schedule 2 to HMS Agreement — Managed Content Services


Page 2 of 35





***
Information omitted and filed separately with the Securities and
Exchange Commission pursuant to a request for confidential treatment.







 





Exhibit 10.6(c) REDACTED



CONFIDENTIAL
TREATMENT REQUESTED




	5	 	Fees
	 
	5.1	 	Initial Fee:
	 
	 	 	Ericsson acknowledges receipt from Customer of the Initial Fee of $*** and the
integration fee of $*** set out in the Managed Content SOW.
	 
	5.2	 	Content Fee:

5.2.1 Customer agrees to pay to Ericsson a monthly fee, due on the first business
day of each calendar month during the Term, in an amount equal to:






	 	(a)	 	for Downloadable Content, the
percentage indicated in Exhibit C as being the “Ericsson Revenue
Share” for the relevant type of Downloadable Content, of the
Retail Price (as defined below) of the Downloadable Content
Purchased (as defined below) by Subscribers during the month, but
in any event, no less than the Minimum Amount for each such
Downloadable Content type as set out in Exhibit C; and
	 
	 	(b)	 	for MMS Alerts, the percentage
indicated in Exhibit C as being the “Ericsson Revenue Share” for
the relevant type of MMS Alert, of the Retail Price (as defined
below) of all MMS Alert subscriptions in effect at any time
during the month, but in any event, no less than the Minimum
Amount for such MMS Alert type as set out in Exhibit C.






In no event will the total Content Fee (including the fee for Downloadable Content
and MMS Alerts) payable by Customer during each month be less than $***. Ericsson
agrees to negotiate in good faith with Customer on a case by case basis to provide
Customer with opportunities to offer Downloadable Content at promotional rates by
reducing the Minimum Amount Customer pays for the limited period of the promotional
event.




5.2.2 The Downloadable Content will be considered “Purchased” by the Subscriber,
when the Subscriber accepts to purchase such Downloadable Content via their handset
or via the Web Subscription Portal and Ericsson successfully delivers the CDR for
that Downloadable Content to Customer.




5.2.3 The “Retail Price” of Content shall be equal to the price established by
Customer for the relevant Content, as communicated to Ericsson at least 20 business
days before the price is offered to Subscribers.




5.2.4 Should Customer require content in addition to the Content specified in
Exhibit C, the cost of integration and the monthly fee for such content will be
negotiated and agreed upon in writing in accordance with the Change Control
Procedure set forth in the HMS Agreement.




5.2.5 Customer will provide written notice to Ericsson with respect to any Content
for which it claims a credit, in the form of the Credit Request Form set out in
Exhibit B. If after reasonable verification Ericsson confirms that the Content was


 Schedule 2 to HMS Agreement — Managed Content Services


Page 3 of 35




***
Information omitted and filed separately with the Securities and
Exchange Commission pursuant to a request for confidential treatment.











 





Exhibit 10.6(c) REDACTED



CONFIDENTIAL
TREATMENT REQUESTED




defective, Ericsson shall issue a refund, equal to the amount paid to Ericsson for
the defective Content that shall be applied to the Customer’s next monthly invoice.




	5.3	 	WAP Service Fee:






5.3.1 RCC acknowledges that Ericsson has upgraded, the system utilized to provide
the Managed Content Services (the “System”) to Customer to support the new WAP
Service levels defined in Exhibit D.




5.3.2 As of the Effective Date, Ericsson will support the service described in
Exhibit D (the “Premium WAP Content Service”).




5.3.3 Commencing as of the Effective Date, the monthly WAP Service Fee will equal
$*** times the number of Active Subscribers during that month. In no event shall
the monthly WAP Service Fee be less than $*** or more than $***.




	5.4	 	If Ericsson creates new functionality with respect to managed content that provides (i) an
adult content rating system or (ii) controls limiting access to adult content, then Ericsson
will make such new functionality available to Customer on terms comparable to the terms
Ericsson offers customers similar to Customer.






	5.5	 	Customer will, within 10 days after the Effective Date and on or before
January 15th of each year thereafter during the Term, issue a Purchase
Order with a blank amount “Blanket Purchase Order” and Ericsson will issue monthly
invoices against such Blanket Purchase Orders for the fees due hereunder.






	5.6	 	Ericsson will audit the System by the fifth day of each month during the Term, starting with
the 5th of March, and will, no later than the 25th day of each month, generate an
invoice and a report for the period starting on the first day of the previous month and ending
on the last day of the previous month. The report will include the following information: (i)
the number of MMS Alerts subscriptions by MMS Alert type in effect at any time during the
previous calendar month, (ii) the number of Downloadable Content downloads by Content type
Purchased by Subscribers during the previous calendar month, and (iii) the number of Active
Subscribers during that month. The invoice will set out the Content Fee and the monthly WAP
Service Fee payable to Ericsson as set out above. Notwithstanding the foregoing, no audit
referenced in this section shall interfere with or in any way downgrade the operation of the
System. Customer shall pay the amount of the invoice within the 30 days following the date of
the invoice. Customer has full rights to review and to provide to Ericsson a notice of
dispute with respect to the audit results within the sixty days following the date of the
invoice. Any notice of dispute must contain the following information: (i) the number of MMS
Alerts Subscriptions by Content type being disputed during the calendar month and the reason
for the dispute (ii) the number of Downloadable Content downloads by Downloadable Content type
being disputed during the calendar month and the reason for the dispute, (iii) the disputed
number of Active Subscribers during the month and the reason for the dispute. Ericsson will
respond within the thirty days following its receipt of such notice of dispute with
clarification of the disputed items, corrections to the report or adjustments to the invoices.
If necessary, reconciliation will be made on the next invoice. If the parties cannot reach an
agreement with respect to the disputed invoice within 150 days of the date of the invoice,
Ericsson’s KAM Vice President and Customer’s Vice President of Product Development will meet
within 15 days of a notice by either party to the other, with 




Schedule 2 to HMS Agreement — Managed Content Services


Page 4 of 35




***
Information omitted and filed separately with the Securities and
Exchange Commission pursuant to a request for confidential treatment.











 





Exhibit 10.6(c) REDACTED



CONFIDENTIAL
TREATMENT REQUESTED




	 	 	the intention of resolving the
dispute. If the dispute cannot be resolved after 30 days the parties have the option to invoke
the dispute resolution process set out in the HMS Agreement.






	5.7	 	The credit due to Customer pursuant to section 11 of the HMS Agreement shall be equal to ***
of the total monthly fee (including the Content Fee set out in Section 5.2 and the WAP Service
Fee set out in Section 5.3) for every day, or substantial portion thereof, during the month in
which the service level set forth in Exhibit A-3, Section 1 is not met or the Managed Content
Services do not operate in accordance with the specifications set forth in this Schedule which
are material to Customer revenues. If Ericsson fails to meet the service level set forth in
Exhibit A-3 for three (3) consecutive calendar months, then Customer shall have the right to
terminate this Schedule upon written notice of thirty (30) days and Ericsson shall provide
Customer with reasonable co-operation with respect to transition to an alternative managed
content service.






	6	 	License Provisions and Obligations






	6.1	 	Ericsson hereby grants to Customer during the Term a non-exclusive, non-transferable
license in the Territory to use, display, reproduce, distribute, and make available the
Content to Subscribers and permit Subscribers to use the Content on the mobile wireless
devices, including the right to allow Subscribers to access and download the Content from the
Portals.






	6.2	 	The provisions of Section 7 of the HMS Agreement with respect to “Software” will apply to the
Content provided by Ericsson to Customer hereunder. Without limiting the generality of the
foregoing, Customer shall not decompile or reverse compile, reverse engineer or reverse
assemble, change or otherwise modify the Content without the express written consent of
Ericsson. Customer shall include language in Subscriber agreements prohibiting Subscribers
from performing any of the above mentioned activities.






	6.3	 	Customer grants to Ericsson a non-exclusive, non-transferable, non-sublicenseable,
royalty-free limited right and license to use the service marks, trade marks, trade names,
slogans, logos, designs and promotional material created or used by Customer (collectively,
the “Customer Marks”), in connection with Ericsson’s hosting of the Portals and the Content
for Customer. Ericsson shall comply with all rules and procedures pertaining to the Customer
Marks prescribed by Customer from time to time of which Ericsson has been notified by Customer
(collectively, the “Trademark Rules”). All use of the Customer Marks inures to the sole and
exclusive benefit of Customer. Any unauthorized use of the Customer Marks, any alteration or
defacement of the Customer Marks, or any use not in compliance with this Schedule or the
Trademark Rules, by Ericsson or its personnel shall constitute infringement of Customer’s
rights and a breach in a material respect of this Schedule. Ericsson acknowledges that it has
no rights in or to the Customer Marks except as provided herein, and shall not acquire any
rights in the Customer Marks or expectancy of their use as a result of any use of the Customer
Marks by Ericsson. In the event this Schedule is terminated, Ericsson shall have no further
rights to use the Customer Marks and shall immediately cease all use of the Customer Marks and
shall deliver the originals and all copies of all materials bearing the Customer Marks to
Customer, except for Customer Marks appearing on past records maintained by Ericsson.




Schedule 2 to HMS Agreement — Managed Content Services


Page 5 of 35



***
Information omitted and filed separately with the Securities and
Exchange Commission pursuant to a request for confidential treatment.












 





Exhibit 10.6(c) REDACTED



CONFIDENTIAL
TREATMENT REQUESTED










	6.4	 	Customer will use commercially reasonable efforts to promptly notify Ericsson in writing upon
Customer’s discovery of any unauthorized use or infringement of the System or the Managed
Content Services or Ericsson’s copyright, trademark or other intellectual property rights and
will reasonably co-operate with Ericsson in any action it may take with respect to such use or
infringement.






	6.5	 	The parties acknowledge that Ericsson shall have the ability to gather Subscriber usage data
and other Subscriber information generated as a result of the operation of the Portals.
Customer authorizes Ericsson to use this information only for the development of marketing
activities agreed
upon by both parties. Ericsson’s use of such information shall be in accordance
with Customer’s established privacy policies of which Ericsson has been notified and
all applicable laws, rules and regulations. All agreements entered into by Customer
with Subscribers and third parties in relation to the Managed Content Services will
be consistent with the provisions of this Schedule.






	6.6	 	Both parties agree to meet at least twice a year to review the subscriber forecast and the
scheduled Ericsson content offerings (as currently detailed in Tables 1 and 2 of Exhibit C) to
support the Subscribers. Tables 1 and 2 of Exhibit C will be subject to change from time to
time by mutual written agreement of the parties.






	6.7	 	With respect to Content purchased by Ericsson from ESPN, EMI Music Marketing, UMG Recordings,
Inc or Warner Music Inc. and made available to Customer, additional provisions, set out in
Exhibits E-1, E-2, E-3 and E-4 will apply.






	6.8	 	Subject to the provisions set out in the first two sentences of Section 14 (d) of the HMS
Agreement, Ericsson’s Managed Content Services will comply with all applicable government
regulations.






	7	 	Additional Exclusions






	7.1	 	In addition to the exclusions provided in the HMS Agreement, the following exclusions will
apply:






(a) For avoidance of doubt, the role of Ericsson under this Schedule is that of a
service provider (and not a content provider). Customer hereby acknowledges and
agrees that Ericsson does not create or have any control of the Content, which will
be provided by third parties and that Ericsson will have no liability resulting
from, arising out of or in connection with any of the Content or the use or
distribution thereof. Without limiting the foregoing, Customer agrees as follows:




(i) Ericsson will not be responsible or liable for any link contained in
the Content, or any changes or updates to the Content. Ericsson is not
responsible for any form of transmission received from any Content nor is
Ericsson responsible if the Content is not working appropriately.




(ii) The provision of Content by Ericsson does not imply endorsement by
Ericsson of a particular site or any association with its operators.
Customer and the Subscribers are responsible for viewing and abiding by
the privacy statements and terms of use posted on the Content site or
link.


 Schedule 2 to HMS Agreement — Managed Content Services



Page 6 of 35




***
Information omitted and filed separately with the Securities and
Exchange Commission pursuant to a request for confidential treatment.










 





Exhibit 10.6(c) REDACTED




CONFIDENTIAL
TREATMENT REQUESTED



IN WITNESS WHEREOF, Ericsson and Customer have caused their respective
authorized representatives to execute this Schedule as of the Effective Date.




	 	 	 
	SIGNED for and on behalf

	 	SIGNED for and on behalf
	of Rural Cellular Corporation

	 	of Ericsson Inc.
	 
	 	 
	/s/ Ann Newhall

	 	/s/ Brian Mihelich
	 

	 	 
	Name: Ann Newhall

	 	Name: Brian Mihelich
	Title: Chief Operating Officer

	 	Title: VP Sales
	Date: April 25, 2007

	 	Date: April 27, 2007





 Schedule 2 to HMS Agreement — Managed Content Services



Page 7 of 35



***
Information omitted and filed separately with the Securities and
Exchange Commission pursuant to a request for confidential treatment.











 





Exhibit 10.6(c) REDACTED





EXHIBIT A1


CONFIDENTIAL
TREATMENT REQUESTED




MANAGED CONTENT SERVICES DESCRIPTION





	1	 	Managed Content Services Description






	1.1	 	Managed Content Subscriber Features




The following Table A1.1 describes the features included in the Managed Content Services.




	 	 	 
	Item Number	 	Description
	1
MMS Content Alerts Content
	 	1. MMS Content Alerts Functionality

	 	 	 

	 	 	Ability to subscribe to content and have it pushed to the end-user including:

	 	 	 

	 	 	a) Send Content via SMTP or MM7 based on subscription information.

	 	 	 

	 	 	b) Ability to charge Subscribers for Managed Content
Generate Billing events based on Call Detail Records (“CDR”) to
be provided by Ericsson.

	 	 	 

	 	 	2. Web Subscription Portal

	 	 	 

	 	 	Content Subscription WEB GUI integrated into existing operator
portal

	 	 	 

	 	 	a) Web site that allows consumers to subscriber/un-subscribe to
MMS content feeds

	 	 	 

	 	 	b) Allow for user-configurable fields to further customize
feeds (location, age, preferences, likes, dislikes)

	 	 	 

	 	 	3. Content Provider Recruitment

	 	 	 

	 	 	a) Ericsson will recruit content providers for the platform

	 	 	 

	 	 	4. Content Integration

	 	 	 

	 	 	a) Ericsson will format and integrate all content into the
Managed content delivery system

	 	 	 

	 	 	b) Ericsson will pass content provider XML feeds and formats
for MM7 delivery

	 	 	 

	 	 	5. Content Settlement

	 	 	 

	 	 	a) Ericsson will pay all fees for the content provided to the
content owners






 Schedule 2 to HMS Agreement — Managed Content Services


Page 8 of 35




***
Information omitted and filed separately with the Securities and
Exchange Commission pursuant to a request for confidential treatment.











 





Exhibit 10.6(c) REDACTED



CONFIDENTIAL
TREATMENT REQUESTED




	 	 	 
	Item Number	 	Description
	1. Downloadable Content	 	1. WAP Functionality

	 	 	 

	 	 	Ability to select and download content from a mobile device
including:

	 	 	 

	 	 	a) Download Downloadable Content based on mobile device
capabilities.

	 	 	 

	 	 	b) Ability to charge Subscribers for Managed Content Generate
Billing events based on Call Detail Records (“CDR”) to be
provided by Ericsson.

	 	 	 

	 	 	2. WAP Portal

	 	 	 

	 	 	WAP GUI integrated into portal

	 	 	 

	 	 	Web site that allows to browse content offering and download
content

	 	 	 

	 	 	3. Content Provider Recruitment

	 	 	 

	 	 	(b) Ericsson will recruit content providers for the platform

	 	 	 

	 	 	4. Content Integration

	 	 	 

	 	 	a) Ericsson will format and integrate all content into the
Managed content delivery system

	 	 	 

	 	 	b) Ericsson will format content for delivery via WAP Gateway
(MIEP)

	 	 	 

	 	 	5. Content Settlement

	 	 	 

	 	 	a) Ericsson will pay all fees for the Content provided to the
content owners

	 	 	 

	3. WAP Gateway	 	Ericsson will supply a hosted WAP Gateway for WAP browsing and
downloads on WAP enabled handsets







Table A1.1



Additional customization and future functionality to the Managed Content Services are
considered out-of-scope for the initial release of the Managed Content Services. If Customer
requests such customization and future functionality, Ericsson will provide Customer with a price
quote based upon Customer’s requirements. Customization and future functionality services are
contingent upon Customer agreeing to the quoted price and authorization for Ericsson to proceed
with the provision of such services as set forth in Exhibit B of the HMS Agreement.





	1.2	 	Implementation Services






	 	1.2.1	 	Managed Content Alerts Content integration




Table A1.2: Managed Content Alerts Content integration points.



 Schedule 2 to HMS Agreement — Managed Content Services



Page 9 of 35



***
Information omitted and filed separately with the Securities and
Exchange Commission pursuant to a request for confidential treatment.











 







Exhibit 10.6(c) REDACTED




CONFIDENTIAL
TREATMENT REQUESTED




	 	 	 
	Item	 	Description
	Alerts Web Subscription Portal

	 	Ericsson will provide a Web Portal for the subscriber to
select Managed Content Alerts content and delivery. The Web
Portal will be linked to Customer’s existing web site.
Customer will be responsible for all bandwidth necessary
for Web Subscription Portal
	 
	 	 
	MM7 Integration

	 	Ericsson shall provide integration from Managed Content
Alerts system to MMC MM7 interface
	 
	 	 
	Billing Mediation Integration

	 	Ericsson shall provide necessary configuration services to
set up a standard FTP interface over an IP link for CDR
delivery. The CDRs will be distributed in ASCII format.
	 
	 	 
	Customer Care Interface

	 	Ericsson shall provide a web based customer care tool for
Customer’s use in supporting the end user . The customer
care tool is intended for Customer’s customer support
personnel, and not the Subscribers.
	 
	 	 
	Transmission/Transport Requirements

	 	Customer is responsible for connectivity to Ericsson’s
hosting point of presence at the Ericsson’s hosting
facility.
	 
	 	 
	Content Integration

	 	Ericsson shall integrate and format Content for the platform
	 
	 	 
	Content Provisioning

	 	Ericsson shall secure 10 content feeds at Commercial Launch
Date. Thereafter, Ericsson will add one content feed, on
average per month.
	 
	 	 
	Terminal Verification

	 	Ericsson will validate the MMS content towards all MMS
terminals that have been validated as part of the MMS & WAP
Hosted Services agreement






Table A1.2





	 	1.2.2	 	Downloadable Content integration




Table A1.3: Managed Downloadable Content integration points.




	 	 	 
	Item	 	Description
	Web Portal

	 	Ericsson will provide a web Portal for the Subscriber to
select Downloadable Content for download to the
Subscriber’s mobile device. The web portal will be linked
to Customer’s existing Web site. Customer will be
responsible for all bandwidth necessary for web portal
	 
	 	 
	WAP Portal Integration

	 	Ericsson shall provide integration of the WAP Portal to the
WAP gateway.
	 
	 	 
	Billing Mediation Integration

	 	Ericsson shall provide necessary configuration services to
set up a standard FTP interface over an IP link for CDR
delivery. The CDRs will be distributed in ASCII format.
	 
	 	 
	WAP Gateway (MIEP) Integration

	 	Ericsson shall provide integration of the WAP Gateway
towards the Customer packet data network.
	 
	 	 
	WAP Authentication

	 	Ericsson shall provide integration of the WAP Gateway
towards the Customer RADIUS server for authentication.
	 
	 	 
	Transmission/Transport Requirements

	 	Customer is responsible for connectivity to Ericsson’s
hosting point of presence at the Ericsson’s hosting
facility.
	 
	 	 
	Customer Care Interface

	 	Ericsson shall provide a web based customer care tool for
Customer’s use in supporting the end user. The customer
care tool 





 Schedule 2 to HMS Agreement — Managed Content Services


Page 10 of 35



***
Information omitted and filed separately with the Securities and
Exchange Commission pursuant to a request for confidential treatment.












 





Exhibit 10.6(c) REDACTED



CONFIDENTIAL
TREATMENT REQUESTED




	 	 	 
	Item	 	Description
	 

	 	is intended for Customer’s customer support
personnel, and not the Subscribers
	 
	 	 
	Content Integration

	 	Ericsson shall integrate and format content for the platform
	 
	 	 
	Content Provisioning

	 	Ericsson shall secure ring tones, images and java games to
be available at Commercial Launch Date. Thereafter,
Ericsson shall secure additional content on an as needed
basis and as agreed basis.
	 
	 	 
	Terminal Verification

	 	Ericsson will validate the Downloadable Content towards 8
terminals (CDMA & GSM) in total at system launch.
Additionally, Ericsson shall validate Downloadable Content
towards 2 additional terminals per quarter.






Table A1.3



If Customer requests integration services not expressly included in this Schedule, Ericsson
will provide Customer with a price quote based upon Customer’s requirements. The provision of
additional integration services is subject to Customer’s agreement to the quoted price and
authorization to Ericsson to proceed in accordance with Exhibit B to the HMS Agreement.




1.3 Reporting Services




	 	 	 
	Item Number	 	Description
	1. Managed Content
Performance Report

	 	Managed Content Performance Report indicating current and
historical performance data of the Managed Content Services by the
end of every month. The report should contain, at a minimum:
	 
	 	 
	 

	 	   a. Number of Managed Content Alerts Subscriptions by content type
	 
	 	 
	 

	 	   b. Number of WAP Downloads by content type
	 
	 	 
	 

	 	   c. KPI monthly values.
	 
	 	 
	2. Managed Content
Services Usage
Report

	 	Managed Content Services Usage Report indicating Subscriber use of
the Managed Content Services.






Table A1.4



New reports or additional information requested by Customer to be an amendment of an existing
report will be handled by the Change Management Procedure, as defined in Exhibit B of the HMS
Agreement.





	1.4	 	Operations Services




During the Term of this Schedule, Ericsson will manage and operate the System and provide the
Managed Content Services in compliance with mutually agreed upon work level agreements and as set
forth in Exhibit A2 and Exhibit A3.




Schedule 2 to HMS Agreement — Managed Content Services



Page 11 of 35



***
Information omitted and filed separately with the Securities and
Exchange Commission pursuant to a request for confidential treatment.











 






Exhibit 10.6(c) REDACTED




CONFIDENTIAL
TREATMENT REQUESTED





	 	1.4.1	 	System Updates




System updates (i.e., same or higher functionality as previous platform) for all Managed Content
nodes will be implemented at no additional charge to Customer, when, in Ericsson’s determination,
such updates are necessary to meet the performance commitments of this Schedule. Ericsson shall
provide reasonable advance written notice to Customer any such System updates. In no event shall
such notice be less than fifteen (15) days.



Additional Managed Content hardware and software will be deployed at no additional charge to
Customer, to maintain current and future system performance goals according to Subscriber growth
forecasts provided by Customer in accordance with this Schedule.





	 	1.4.2	 	Performance Management




Ericsson will record and analyze statistical data from the System to ensure that the System is
operating in accordance with the Service Levels set forth in this Schedule.





	 	1.4.3	 	Fault Management and Recovery




Ericsson shall identify and remedy all material failures of the System in accordance with the
specifications set forth in this Schedule. Fault Management and Recovery escalation, notification
and response times are described in Exhibit A3. The activities to be performed by Ericsson
include:





	•	 	Log faults and alarm handling activity.






	•	 	Handle alarms according to instructions in System library.






	•	 	Investigate reported faults by using System library and normal diagnostic functions,
with assistance from Ericsson’s Support Center.






	•	 	Correct all faults, with assistance from Ericsson’s Support Center, if necessary.






	•	 	Issue customer support requests (“CSRs”) to Ericsson’s Support Center.






	•	 	Communicate Fault Management and Recovery progress to Customer.






	•	 	Coordinate troubleshooting activity with Customer’s Network Operations Center (NOC).






	 	1.4.4	 	Data Handling




At no additional charge to Customer, Ericsson will provide data management for the System
(exclusive of Subscriber provisioning). The activities to be performed by Ericsson are:





	•	 	Regularly execute scheduled security and database recovery backups.






	•	 	Implement software updates and enhancement packages into the System.






	•	 	Back up the System data nightly. Ericsson will maintain the backup operational data for five (5) calendar
days. After five (5) calendar days the backup data will be destroyed.






	 	•	 	Unretrieved end user data will expire after three (3) days.
	 
	 	•	 	Data included in the backup consists of:






	 	•	 	Call Data Records o
	 
	 	•	 	Subscriber Database (provisioning information only)
	 
	 	•	 	System configuration data




Schedule 2 to HMS Agreement — Managed Content Services



Page 12 of 35



***
Information omitted and filed separately with the Securities and
Exchange Commission pursuant to a request for confidential treatment.










 






Exhibit 10.6(c) REDACTED




CONFIDENTIAL
TREATMENT REQUESTED









	 	1.4.5	 	Maintenance




At no additional charge to Customer, Ericsson will provide the following routine maintenance for
the System in accordance with Ericsson’s recommended schedules:





	•	 	All preventive maintenance specified by any third party
hardware/software component of the System.






	•	 	Validity testing of security and database backups.






	•	 	Monthly preventive inspections and maintenance of the System,
including general adjustments and cleaning.






	•	 	General System fault software correction maintenance.






	•	 	Replacement of faulty hardware units.






	2	 	Trouble Response Performance
	 
	2.1	 	Severity Levels




A Severity Level will be assigned to each problem, based on the severity definitions shown
below. Ericsson will complete a detailed analysis and assessment of the reported problem and
assign the Severity Level to remain consistent with the definitions shown below. The term
“traffic” used in the table below shall mean a Managed Content Message.




	 	 	 
	Severity	 	Description
	EMERGENCY

	 	Customer is effectively unable to provide the Managed Content Services to its Subscribers.

	 
	 	 
	 
	 	Examples:
	 
	 	 
	 

	 	A complete outage of critical service
	 
	 	 
	 

	 	A reoccurring temporary outage of a critical service
	 
	 	 
	 

	 	Inability to provision a critical service
	 
	 	 
	 

	 	Loss of substantial billing data
	 
	 	 
	 

	 	Substantial inability to service Subscriber help requests
	 
	 	 
	HIGH

	 	The ability of Customer to provide the Managed Content Services is significantly limited or degraded
and/or the System is interrupted and restored but a high risk of reoccurrence of the fault exists)
	 
	 	 
	 

	 	Examples:
	 
	 	 
	 

	 	A significant degradation of a critical service occurs
	 
	 	 
	 

	 	Results of critical services are materially different from those described in the product definition
	 
	 	 
	MEDIUM

	 	Severe problems or disturbances affecting a specific area of functionality, but not the whole system.
	 
	 	 
	 

	 	Serious disturbance with impact given to end-user services. [Examples:
	 
	 	 
	 

	 	Degraded performance or incorrect behavior of a specific area of functionality, but not the whole system.
	 
	 	 
	 

	 	Recent modifications cause services to operate in a way that is materially different from those
described in the product definition for non-essential features
	 
	 	 
	LOW

	 	General consultation and minor problems that have a minor effect on the functionality of the product.
	 
	 	 
	 

	 	Problem encountered; irritant; minimal impact to business operation process.
	 
	 	 
	 

	 	Examples:
	 
	 	 
	 

	 	Faults that do not disturb traffic or cause any loss of service such as incorrect System printouts,
documentation faults, and minor design imperfections. Operational questions.
	 
	 	 
	 

	 	A small system delay occurred, but no loss of data is experienced





 Schedule 2 to HMS Agreement — Managed Content Services



Page 13 of 35




***
Information omitted and filed separately with the Securities and
Exchange Commission pursuant to a request for confidential treatment.










 







Exhibit 10.6(c) REDACTED



CONFIDENTIAL
TREATMENT REQUESTED




	 	 	 
	Severity	 	Description
	 

	 	A minor application error occurred
Documentation errors.






Table A1.5



Table A1.6 lists the Remedy, Restoration, and Response Times for each severity level, and the
accuracy. Ericsson shall utilize commercially reasonable efforts to achieve these time and
accuracy targets.




	 	 	 	 	 	 	 	 	 
	 	 	 	 	Remedy	 	Restoration	 	Response
	Severity	 	Accuracy	 	Time	 	Time	 	Time
	Emergency
	 	90 %
	 	4 Hours
	 	10 Days**
	 	15 min
	High
	 	70 %
	 	8 Hours
	 	15 Days**
	 	    1 hour*
	 
	 	90 %
	 	24 Hours	 	 	 	 
	Medium
	 	90 %
	 	24 Hours
	 	30 Days**
	 	30 min
	Low
	 	90 %
	 	7 days
	 	60 Days**
	 	       8 Hours*








 




			
	*	 	Working hours
	 
	* *	 	Working Days





Table A1.6





“Remedy” means the restoration of normal service through a workaround or other
temporary fix. The fault has been solved but a final solution is not yet in place.




“Remedy Time” is the time from when a fault is acknowledged until a Remedy has been found.




“Restoration Time” is the time from when a fault is reported to Ericsson until final
resolution of the fault.




“Response Time” is the time from when a fault is reported to Ericsson until acknowledgement
of the event. Measuring of response time will be done in hours and minutes.




“Working Days” are Monday to Friday, US holidays excluded.




“Working Hours” are 8:00 am to 5:00 pm Central Standard Time on a Working Day.


Ericsson will provide System support, monitoring and maintenance of the Managed Content Services,
24 hours per day, 7 days per week (“24/7”). The parties will provide each other with immediate
notice of any Managed Content Services-affecting issues or suspected faults through each other’s
Network Operations Center (“NOC”). Ericsson shall respond to any such issue immediately upon
receipt of a disturbance alarm from the Managed Content platform.



 Schedule 2 to HMS Agreement — Managed Content Services




Page 14 of 35



***
Information omitted and filed separately with the Securities and
Exchange Commission pursuant to a request for confidential treatment.










 





Exhibit 10.6(c) REDACTED




CONFIDENTIAL
TREATMENT REQUESTED




Ericsson shall perform planned/scheduled maintenance during a five-hour maintenance window between
12:00 a.m. and 5:00 a.m., Central Time, unless mutually agreed otherwise by the parties. Ericsson
shall use commercially reasonable efforts to avoid System downtime during maintenance window hours.
In the event Ericsson anticipates that System downtime during scheduled maintenance will exceed
six (6) hours in any thirty (30) day period, Ericsson shall notify Customer thereof, and the
parties will mutually determine how to minimize any disruptive effects of such downtime.



Except in the case of emergencies, Ericsson shall provide Customer with at least five (5) business
days notice prior to performing scheduled maintenance. Maintenance performed with less than two
(2) business days notice prior to authorization will not be considered “scheduled maintenance” as
such term may be interpreted in this Schedule.



Ericsson shall adhere to the requirements of the Service Level Description, including but not
limited to, the Quality of Service Levels and Key Performance Indicators included in Exhibit A3.





	2.2	 	Customer Support Requests




For CSRs reported on Ericsson’s telephone Network Management Center toll-free number, Fault
Management and Recovery support shall be provided by Ericsson 24/7. The Service is focused on
ensuring a quick restoration of the Managed Content in the event of an Emergency.



In an Emergency, an Ericsson Network Management Center representative with appropriate skills and
System knowledge will respond to the Managed Content alarm in the response time set forth in
Ericsson lead-times specified on Table A1.5 of this Schedule.



Emergency Service is considered completed when an agreed solution is reached or when the Managed
Content Services and System operate in conformance with the specifications set forth in this
Schedule (as it may be amended in accordance with the change management procedures set forth
herein). Within 48 hours of the Remedy of a fault, Ericsson will provide Customer with a written
report, containing a detailed description of the disturbance, corrective action, and
recommendations of future actions.



 Schedule 2 to HMS Agreement — Managed Content Services


Page 15 of 35




***
Information omitted and filed separately with the Securities and
Exchange Commission pursuant to a request for confidential treatment.











 







Exhibit 10.6(c) REDACTED






EXHIBIT A2


CONFIDENTIAL
TREATMENT REQUESTED




RESPONSIBILITY MATRIX




1 Summary of Service Scope



The Managed Content Services processes are divided into three domains, as set forth below:




	 	 	 	 	 	 	 
	 	 	Domains
	 	 	Network Operation	 	Planning and	 	 
	 	 	& Maintenance	 	Design	 	Implementation
	Processes

	 	•    Operations
Management and
Control 

	 	•    Service
Performance and
Capacity Management

	 	•    Service
Capability Delivery

	 
	 	 	 	 	 	 
	 

	 	•    Service and
Network Assurance

	 	•    Customizations
	 	 






Customizations



Review requests for changes and customizations from Customer and implement based upon process
described in Exhibit B of the HMS Agreement.




Operations Management and Control



Ensure that the operational system and operational capabilities (i) are set-up and executed to
fulfill the KPI’s and Service Level as defined in Exhibit A3, and (ii) maintain the over-all
control of the network facing operations.




Service and Network Assurance



Optimize services and network resources and maintain KPIs as defined in Exhibit A3 for the
installed Managed Content Services capability.




Service Performance and Capacity Management




Optimize performance of the System, (considering cost, quality, utilization, capability
expansion and retiring) according to performance targets set in Exhibit A3.



Service Capability Delivery



Build and rollout service and network capabilities according to mutually agreed schedules.



 Schedule 2 to HMS Agreement — Managed Content Services




Page 16 of 35



***
Information omitted and filed separately with the Securities and
Exchange Commission pursuant to a request for confidential treatment.










 





Exhibit 10.6(c) REDACTED



CONFIDENTIAL
TREATMENT REQUESTED







	1.1	 	Definitions




The following RASCI characters used in the tables below are defined as:



R = Responsibility for performing the deliverables

A = Approval to be given by Customer / Ericsson

S = Support to be given by Customer / Ericsson

C = Customer / Ericsson must consult Customer / Ericsson

I = Customer / Ericsson must provide information to Customer / Ericsson





	2	 	Operations Management and Control





	 	 	 	 	 	 	 	 	 
	 	 	Responsibilities	 	 	 	 
	SYSTEM HOSTING	 	Customer	 	ERICSSON	 	Remarks	 	References
	Activities
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Facilities and Transmission
	 	 	 	R	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Intra Managed Content node transmission
	 	 	 	R	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Deliverables
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Managed Content to MMS-C Connectivity
	 	I	 	R	 	Transmission	 	 






Table A2.1




	 	 	 	 	 	 	 	 	 
	 	 	Responsibilities	 	 	 	 
	MANAGEMENT AND REPORTING	 	Customer	 	ERICSSON	 	Remarks	 	References
	Activities
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Operations management

	 	S/I
	 	R	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Operations performance reporting

	 	S/I
	 	R	 	 	 	 
	 
	Deliverables
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Managed Content Services Performance 

Report

	 	I
	 	R
	 	Customer may
audit results	 	 
	 
	 	 	 	 	 	 	 	 
	Managed Content Network Status Report

	 	I
	 	R
	 	Customer may
audit results	 	 




Table A2.2




Schedule 2 to HMS Agreement — Managed Content Services


Page 17 of 35



***
Information omitted and filed separately with the Securities and
Exchange Commission pursuant to a request for confidential treatment.











 





Exhibit 10.6(c) REDACTED




CONFIDENTIAL
TREATMENT REQUESTED





	 	 	 	 	 	 	 	 	 
	 	 	Responsibilities	 	 	 	 
	CONTINUOUS IMPROVEMENT	 	Customer	 	ERICSSON	 	Remarks	 	References
	Activities
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Continuous control and evaluation of processes
and procedures

	 	R
	 	R
	 	Customer
responsible for
dedicated
resource/interface
to process	 	 
	 
	 	 	 	 	 	 	 	 
	Operations quality performance and control

	 	S/I
	 	R	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Deliverables
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Update of relevant documents

	 	I
	 	R	 	 	 	 






	 	 	 	 	 	 	 	 	 
	OVERALL Managed	 	 	 	 	 	 
	Content NETWORK	 	Responsibilities	 	 	 	 
	PLANNING AND CONTROL	 	Customer	 	ERICSSON	 	Remarks	 	References
	Activities
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	High level planning

	 	I
	 	R	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Configuration control

	 	I
	 	R	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Deliverables
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Reliable records of
Managed Content
network
configuration

	 	 	 	R	 	 	 	 






Table A2.3




 Schedule 2 to HMS Agreement — Managed Content Services


Page 18 of 35




***
Information omitted and filed separately with the Securities and
Exchange Commission pursuant to a request for confidential treatment.











 





Exhibit 10.6(c) REDACTED



CONFIDENTIAL
TREATMENT REQUESTED



Table A2.4





	 	 	 	 	 	 	 	 	 
	 	 	Responsibilities	 	 	 	 
	OPERATIONS CAPABILITY MANAGEMENT	 	Customer	 	ERICSSON	 	Remarks	 	References
	Activities
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Interface management

	 	S
	 	R	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Support systems and communication management

	 	 	 	R	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	People support and scheduling

	 	 	 	R	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Workplace facilities support

	 	 	 	R
	 	For NMC	 	 
	 
	 	 	 	 	 	 	 	 
	Security management

	 	I/R
	 	R
	 	Customer

responsible for
Billing	 	 
	 
	 	 	 	 	 	 	 	 
	Secure storage of all data backup tapes

	 	R
	 	R
	 	Customer

responsible for
Billing	 	 
	 
	 	 	 	 	 	 	 	 
	Deliverables
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Working Level Agreement with Customer

	 	R
	 	R	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Security policy for Managed Content managed 

services

	 	I
	 	R	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Data backup log

	 	R
	 	R
	 	Customer

responsible for
Billing	 	 
	 
	 	 	 	 	 	 	 	 
	Disaster recovery plan for System

	 	R
	 	R	 	 	 	 






Schedule 2 to HMS Agreement — Managed Content Services





Page 19 of 35



***
Information omitted and filed separately with the Securities and
Exchange Commission pursuant to a request for confidential treatment.










 





Exhibit 10.6(c) REDACTED



CONFIDENTIAL
TREATMENT REQUESTED



3 Service And Network Assurance




3.1 Service Quality Management




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Responsibilities	 	 	 	 	 	 
	SURVEILLANCE	 	Customer	 	ERICSSON	 	Remarks	 	 	References	 
	Activities
	 	 	 	 
	 
	 	 	 	 
	Network Monitoring
	 	I	 	R
	 
	Complaint Handling (support to
Customer Care)
	 	I/R	 	S
	 
	Event Logging and Administration
	 	I	 	R
	 
	Deliverables
	 	 	 	 
	 
	 	 	 	 
	System Status Report
	 	I	 	R
	 
	Trouble Reports
	 	I	 	R
	 
	Event Logs
	 	I	 	R






Table A2.5




	 	 	 	 	 	 	 	 	 
	MAINTENANCE AND	 	Responsibilities	 	 	 	 
	REPAIR	 	Customer	 	ERICSSON	 	Remarks	 	References
	Activities
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	On-site maintenance

	 	 	 	R	 	 	 	 
	 
	Inventory, management
of spare parts and
fault part handling

	 	 	 	R	 	 	 	 
	 
	Deliverables
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Maintenance plan

	 	I
	 	R	 	 	 	 
	 
	Preventive maintenance

	 	 	 	R
	 	Not applicable

when performed as

scheduled
maintenance	 	 






Table A2.6




Schedule 2 to HMS Agreement — Managed Content Services

Page 20 of 35




***
Information omitted and filed separately with the Securities and
Exchange Commission pursuant to a request for confidential treatment.



 









 






Exhibit 10.6(c) REDACTED



CONFIDENTIAL
TREATMENT REQUESTED





	 	 	 	 	 	 	 	 	 
	 	 	Responsibilities	 	 	 	 
	SERVICE QUALITY MANAGEMENT	 	Customer	 	ERICSSON	 	Remarks	 	References
	Activities
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Quality performance assessment

– short term

	 	I
	 	R	 	 	 	 
	 
	Quality performance optimization

	 	 	 	R	 	 	 	 
	 
	Deliverables
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	System Status Report to Customer

	 	I
	 	R	 	 	 	 
	 
	Action Plan when required

	 	A
	 	R	 	 	 	 






Table A2.7




	 	 	 	 	 	 	 	 	 
	 	 	Responsibilities	 	 	 	 	 	 
	PROBLEM MANAGEMENT	 	Customer	 	ERICSSON	 	Remarks	 	References
	Activities
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Problem Analysis and Fault Localization
	 	 	 	R	 	 	 	 	 	 	 	 
	 
	Service problem management
	 	 	 	R	 	 	 	 	 	 	 	 
	 
	Managed Content Network problem
management
	 	 	 	R	 	 	 	 	 	 	 	 
	 
	Deliverables
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Problem categorized
	 	R	 	R	 	Based on party	 	 	 	 	 	 
	 
	 	 	 	 	 	opening TT	 	 	 	 	 	 
	 
	Problem recorded in Trouble Ticket
	 	I/R	 	R/I	 	Based on party	 	 	 	 	 	 
	 
	 	 	 	 	 	opening TT	 	 	 	 
	 
	Customer management notified of
service-affecting problems
	 	I	 	R	 	 	 	 	 	 	 	 
	 
	Customer ’s management informed of
serious problems
	 	I	 	R	 	 	 	 	 	 	 	 
	 
	Define and implement problem resolution
	 	I	 	R	 	 	 	 	 	 	 	 
	 
	Detailed report on problem resolution
	 	I	 	R	 	 	 	 	 	 	 	 






Table A2.8



Schedule 2 to HMS Agreement — Managed Content Services

Page 21 of 35



***
Information omitted and filed separately with the Securities and
Exchange Commission pursuant to a request for confidential treatment.




 









 





Exhibit 10.6(c) REDACTED



CONFIDENTIAL
TREATMENT REQUESTED




Table A2.9






	 	 	 	 	 	 	 	 	 
	RESOURCE DATA COLLECTION AND	 	Responsibilities	 	 	 	 
	CONTROL 	 	Customer	 	ERICSSON	 	Remarks	 	References
	Activities
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Performance data management

	 	 	 	R	 	 	 	 
	 
	Transfer of billing data (CDRs) to
Customer billing platforms

	 	R
	 	S/I	 	 	 	 
	 
	Assurance of billing data dispatch (CDR)

	 	R	 	 	 	 	 	 
	 
	Deliverables
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Performance data stored

	 	I
	 	R	 	 	 	 
	 
	Billing data (CDRs) delivery

	 	R
	 	S	 	 	 	 








	 	 	 	 	 	 	 	 	 
	 	 	Responsibilities	 	 	 	 	 	 
	SYSTEM UPGRADE MANAGEMENT	 	Customer	 	ERICSSON	 	Remarks	 	 	References	 
	Activities
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	Product release information – Ericsson System
	 	I	 	R	 	 	 	 	 	 	 	 
	System upgrade – Ericsson System
	 	I	 	R	 	 	 	 	 	 	 	 
	 
	Deliverables
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Product documentation – Ericsson
	 	I	 	R	 	 	 	 	 	 	 	 
	 
	System upgrade implementation plan -
Ericsson System
	 	I	 	R	 	 	 	 	 	 	 	 






Table A2.10




 Schedule 2 to HMS Agreement — Managed Content Services

Page 22 of 35



***
Information omitted and filed separately with the Securities and
Exchange Commission pursuant to a request for confidential treatment.



 









 





Exhibit 10.6(c) REDACTED




CONFIDENTIAL
TREATMENT REQUESTED





4 Service Performance and Capacity Management




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Responsibilities	 	 	 	 	 	 
	SERVICE PERFORMANCE	 	Customer	 	ERICSSON	 	Remarks	 	 	References	 
	Activities
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Performance assessment – long term
	 	I	 	R	 	 	 	 	 	 	 	 
	 
	Performance optimization
	 	 	 	R	 	 	 	 	 	 	 	 
	 
	Performance assessment – reporting
	 	 	 	R	 	 	 	 	 	 	 	 
	 
	Deliverables
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Suggestions for capacity expansions
	 	I	 	R	 	 	 	 	 	 	 	 
	 
	Suggestion plan for optimization
	 	I	 	R	 	 	 	 	 	 	 	 
	 
	Performance report for Customer
	 	I	 	R	 	 	 	 	 	 	 	 






Table A2.11




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Responsibilities	 	 	 	 	 	 
	 SERVICE CAPACITY PLANNING	 	Customer	 	ERICSSON	 	Remarks	 	 	References	 
	Activities
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Subscriber Forecasting
	 	R	 	I	 	 	 	 	 	 	 	 
	 
	Service Capacity Planning
	 	S	 	R	 	 	 	 	 	 	 	 
	 
	Deliverables
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Subscriber Forecast Projection Report
	 	R	 	I	 	 	 	 	 	 	 	 
	 
	Expansion Plans (matching traffic forecasts)
	 	I	 	R	 	 	 	 	 	 	 	 
	 
	Nominal Plan Update Suggestion
	 	I	 	R	 	 	 	 	 	 	 	 






Table A2.12




 Schedule 2 to HMS Agreement — Managed Content Services

Page 23 of 35



***
Information omitted and filed separately with the Securities and
Exchange Commission pursuant to a request for confidential treatment.



 









 






Exhibit 10.6(c) REDACTED




CONFIDENTIAL
TREATMENT REQUESTED




Table A2.13




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Responsibilities	 	 	 	 	 	 
	CONTENT PROVISIONING	 	Customer	 	ERICSSON	 	Remarks	 	 	References	 
	Activities
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	Recruit Content Providers
	 	I	 	R	 	 	 	 	 	 	 	 
	 
	Format Content
	 	I	 	R	 	 	 	 	 	 	 	 
	 
	Integrate Content to Platform
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	Deliverables
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Content Roadmap
	 	I	 	R	 	 	 	 	 	 	 	 
	 
	Content Usage Report
	 	I	 	R	 	 	 	 	 	 	 	 
	 
	Content Integration Schedule
	 	I	 	R	 	 	 	 	 	 	 	 






5 Customizations




	 	 	 	 	 	 	 	 	 
	 	 	Responsibilities	 	 	 
	Customization Responsibilities	 	Customer	 	ERICSSON	 	Remarks	 	 	References	 
	Activities
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Customization Requirements

	 	R
	 	S	 	 	 	 
	 
	Submit Change Request Form

	 	R
	 	I/A	 	 	 	 
	 
	Purchase Order Commitment

	 	R
	 	I	 	 	 	 
	 
	Installation

	 	S
	 	R	 	 	 	 
	 
	System integration

	 	S
	 	R	 	 	 	 
	 
	Feature Hand-over and Acceptance

	 	A
	 	R	 	 	 	 
	 
	Deliverables
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Quick Study

	 	I
	 	R	 	 	 	 
	 
	Installation and Integration Plans

	 	A
	 	R	 	 	 	 
	 
	Test Plan

	 	A
	 	R	 	 	 	 
	 
	Documentation, (e.g. test reports,
outstanding items list, etc.)

	 	I/A
	 	R	 	 	 	 






Table A2.14



 Schedule 2 to HMS Agreement — Managed Content Services

Page 24 of 35



***
Information omitted and filed separately with the Securities and
Exchange Commission pursuant to a request for confidential treatment.



 









 






Exhibit 10.6(c) REDACTED



CONFIDENTIAL
TREATMENT REQUESTED





6 Service Capability Delivery




	 	 	 	 	 	 	 	 	 
	FEATURE INSTALLATION AND	 	 	 	 	 	 
	INTEGRATION	 	Responsibilities	 	 	 	 
	ERICSSON SUPPLIED EQUIPMENT	 	Customer	 	ERICSSON	 	Remarks	 	References
	Activities
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Sales and Order Handling

	 	 	 	R	 	 	 	 
	 
	Project Management

	 	S
	 	R	 	 	 	 
	 
	Integration Analysis

	 	I
	 	R	 	 	 	 
	 
	Site Engineering & Interconnectivity

	 	S
	 	R	 	 	 	 
	 
	Product Configuration

	 	S
	 	R	 	 	 	 
	 
	Installation

	 	 	 	R	 	 	 	 
	 
	System Integration

	 	 	 	R	 	 	 	 
	 
	Deliverables
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Installation and Integration Plans

	 	 	 	R	 	 	 	 
	 
	Test Plan

	 	S
	 	R	 	 	 	 
	 
	Feature Test Report

	 	A
	 	R	 	 	 	 
	 
	Specification for Interconnectivity

	 	R
	 	R	 	 	 	 
	 
	Site Requirements

	 	 	 	R
	 	All Managed


Content nodes
	 	 
	 
	 	 	 	 	 	 	 	 
	Documentation, (e.g., test
reports, inventory list,
outstanding items list etc.)

	 	I/A
	 	R	 	 	 	 






Table A2.15



 Schedule 2 to HMS Agreement — Managed Content Services

Page 25 of 35



***
Information omitted and filed separately with the Securities and
Exchange Commission pursuant to a request for confidential treatment.



 









 





Exhibit 10.6(c) REDACTED



CONFIDENTIAL
TREATMENT REQUESTED





EXHIBIT A3




KEY PERFORMANCE INDICATORS




Key Performance Indicators



The Key Performance Indicators for the Managed Content Services are (i) the Web GUI
Availability Level for the WAP Portal, (ii) the Web GUI Availability Level for the MMS Alerts Web
Portal, (iii) the Service Availability Level for the WAP Portal and (iv) the Service Level
Availability Level for the MMS Alerts Web Portal, all as defined below. Ericsson’s obligation to
meet these Service Availability Levels is contingent upon the fulfillment by Customer of its
responsibilities in this Schedule.




	 	 	 
	WEB GUI Availability Level (%)	 	Effective Date
	99.5%

	 	From Commercial Launch Date






Table A3.1



Web GUI Availability, as calculated using the formulas shown below in Table A3.2, shall be
measured separately for MMS Alerts and Downloadable Content, over the period of each calendar
month, calculated as set forth below; provided that Web GUI Availability shall be measured on a
prorated basis for the first and last months that this Schedule is in effect:




	 	 	 	 	 	 	 
	 

	 	Planned
Service
Availability
	 	=
	 	Available Time in Month - minus Scheduled Downtime
	 
	 

	 	Actual Service
Availability
Service
	 	=
	 	Planned Service Availability - minus Unscheduled Downtime
	 
	 

	 	Availability Level

(%)
	 	=
	 	Actual Service Availability divided by Planned Service

Availability in that month






Table A3.2



For any System Outage, the “Unscheduled Downtime” period begins when a System Outage
pertaining to the Platform as described below is reported to Ericsson’s Technical Support. The
“Unscheduled Downtime” period ends when a Remedy is found.



“Web GUI Availability” means the availability of the Web GUI for both the WAP portal (Web client)
and the MMS alerts web portal as measured at the web servers on the Ericsson System (i.e. excluding
measurements of the internet connectivity).



“System Outage” means any event that precludes more than 10% of Web GUI access attempts from
processing during the event.



“Total Web GUI Availability” means the total time during the month excluding any periods of
scheduled maintenance.



 Schedule 2 to HMS Agreement — Managed Content Services

Page 26 of 35




***
Information omitted and filed separately with the Securities and
Exchange Commission pursuant to a request for confidential treatment.


 









 





Exhibit 10.6(c) REDACTED




CONFIDENTIAL
TREATMENT REQUESTED




“Actual Web GUI Availability” for a month means Total Web GUI Availability for the month minus the
total minutes of all System Outages for the month divided by Total Service Availability. (Actual
Service Availability — Total Minutes of all System Outages / Total Web GUI Availability)




	 	 	 
	Service Availability Level (%)	 	Effective Date
	99.5%

	 	From Commercial Launch Date






Table A3.2



Service Availability Level, as calculated using the formulas shown below in Table A3.2, shall
be measured separately for MMS Alerts and Downloadable Content over the period of each calendar
month, calculated as set forth below; provided that Service Availability Level shall be measured on
a prorated basis for the first and last months that this Schedule is in effect:




	 	 	 	 	 
	Planned Service Availability

	 	=
	 	Available Time in Month – minus Scheduled Downtime
	 
	 	 	 	 
	Actual Service Availability

	 	=
	 	Planned Service Availability – minus Unscheduled Downtime
	 
	 	 	 	 
	Service Availability Level (%)

	 	=
	 	Actual Service Availability divided by Planned Service

Availability in that month






Table A3.2



For any System Outage, the “Unscheduled Downtime” period begins when a System Outage
pertaining to the System as described below is reported to Ericsson’s Technical Support. The
“Unscheduled Downtime” period ends when a Remedy is found.



“Service Availability” means the availability of the System to deliver the Content.



“System Outage” means any event that precludes the System from processing more than 10% of the
attempts to access the Content.



“Total Service Availability” means the total time during the month excluding any periods of
scheduled maintenance.



“Actual Service Availability” for a month means Total Service Availability for the month minus the
total minutes of all System Outages for the month divided by Total Service Availability. (Actual
Service Availability – Total Minutes of all System Outages / Total Service Availability).


Schedule 2 to HMS Agreement — Managed Content Services

Page 27 of 35




***
Information omitted and filed separately with the Securities and
Exchange Commission pursuant to a request for confidential treatment.



 









 






Exhibit 10.6(c) REDACTED




CONFIDENTIAL
TREATMENT REQUESTED




EXHIBIT B




CREDIT REQUEST FORM




	 	 	 	 	 	 	 	 	 
	MSISDN or	 	File Name	 	Date & Time	 	 	 	Reason for
	Phone Number	 	(Title)	 	Downloaded	 	Content Type	 	Credit
	 
	 	 
	 	 
	 	 
	 	 





     Please submit in a CSV File Format


 Schedule 2 to HMS Agreement — Managed Content Services

Page 28 of 35



***
Information omitted and filed separately with the Securities and
Exchange Commission pursuant to a request for confidential treatment.


 









 





Exhibit 10.6(c) REDACTED



 CONFIDENTIAL
TREATMENT REQUESTED



EXHIBIT C




TYPE OF CONTENT, PERCENTAGES AND MINIMUM AMOUNTS




          1. MMS Alerts




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Ericsson	 	 
	Content	 	Content	 	 	 	Minimum	 	Revenue	 	 
	Provider	 	Type	 	Content Sub Type	 	Amount	 	Share	 	Billing Id
	Accuweather

	 	Alerts
	 	3-day weather forecast
	 	$***
	 	***%
	 	Accu_3Day
	Accuweather

	 	Alerts
	 	Severe Weather Warnings
	 	$***
	 	***%
	 	Accu_SevereWeather
	Gizmoz

	 	Alerts
	 	Gypsy Genie
	 	$***
	 	***%
	 	Gizmoz_Jeannie
	Gizmoz

	 	Alerts
	 	Moodz Animation
	 	$***
	 	***%
	 	Gizmoz_Emotionz
	GoComics

	 	Alerts
	 	Best of Garfield
	 	$***
	 	***%
	 	GC_Garfield
	Hip n’ tasty

	 	Alerts
	 	A1 Graffiti
	 	$***
	 	***%
	 	HnT_A1Grafitti
	Hip n’ tasty

	 	Alerts
	 	World of Wallpapers
	 	$***
	 	***%
	 	HnT_Wallpapers
	MindMatics

	 	Alerts
	 	Fortune Cookies
	 	$***
	 	***%
	 	PlanB_FortuneCookies
	MindMatics

	 	Alerts
	 	Too Bad
	 	$***
	 	***%
	 	PlanB_TooBad
	MindMatics

	 	Alerts
	 	Top Cartoons
	 	$***
	 	***%
	 	PlanB_TopCartoons
	MindMatics

	 	Alerts
	 	Your Daily Horoscope
	 	$***
	 	***%
	 	PlanB_Horoscope
	Oasis

	 	Alerts
	 	AP Business News Headlines
	 	$***
	 	***%
	 	AP_Business
	Oasis

	 	Alerts
	 	AP Entertainment News Headlines
	 	$***
	 	***%
	 	AP_Entertainment
	Oasis

	 	Alerts
	 	AP Health News Headlines
	 	$***
	 	***%
	 	AP_Health
	Oasis

	 	Alerts
	 	AP Political News Headlines
	 	$***
	 	***%
	 	AP_Political
	Oasis

	 	Alerts
	 	AP Science News Headlines
	 	$***
	 	***%
	 	AP_Science
	Oasis

	 	Alerts
	 	AP Sports News Headlines
	 	$***
	 	***%
	 	AP_Sports
	Oasis

	 	Alerts
	 	AP Strange News Headlines
	 	$***
	 	***%
	 	AP_Strange
	Oasis

	 	Alerts
	 	AP Technology News Headlines
	 	$***
	 	***%
	 	AP_Technology
	Oasis

	 	Alerts
	 	AP US News Headlines
	 	$***
	 	***%
	 	AP_US
	Oasis

	 	Alerts
	 	AP World News Headlines
	 	$***
	 	***%
	 	AP_World
	Readers Digest

	 	Alerts
	 	Health Tips
	 	$***
	 	***%
	 	RD_HealthTips
	Readers Digest

	 	Alerts
	 	Word Power
	 	$***
	 	***%
	 	RD_WordPower





 Schedule 2 to HMS Agreement — Managed Content Services

Page 29 of 35



***
Information omitted and filed separately with the Securities and
Exchange Commission pursuant to a request for confidential treatment.



 









 





Exhibit 10.6(c) REDACTED



CONFIDENTIAL
TREATMENT REQUESTED



2. Dowloadable Contents




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Ericsson	 	 
	 	 	 	 	 	 	Minimum	 	Revenue	 	 
	Content Provider	 	Content Type	 	Content Sub Type	 	Amount	 	Share	 	Billing Id
	9squared

	 	Images
	 	Standard
	 	$***
	 	***%
	 	cw35-30
	9squared

	 	Master Tones
	 	Indie
	 	$***
	 	***%
	 	mt35-52
	9squared

	 	Ring Tones
	 	Indie
	 	$***
	 	***%
	 	pr35-35
	Disney

	 	Games
	 	premiumbranded
	 	$***
	 	***%
	 	jg85-324
	Disney

	 	Images
	 	Premium
	 	$***
	 	***%
	 	pw40-100
	Disney

	 	Master Tones
	 	majorentbrand
	 	$***
	 	***%
	 	mt40-100
	EMI

	 	Master Tones
	 	majorlabel
	 	$***
	 	***%
	 	mt50-150
	ESPN

	 	Games
	 	premiumbranded
	 	$***
	 	***%
	 	jg85-324
	ESPN

	 	Images
	 	premium
	 	$***
	 	***%
	 	pw40-100
	ESPN

	 	Master Tones
	 	majorentbrand
	 	$***
	 	***%
	 	mt40-100
	Gameloft

	 	Games
	 	standard
	 	$***
	 	***%
	 	jg50-125
	Gameloft

	 	Games
	 	standardbranded
	 	$***
	 	***%
	 	jg70-200
	Gameloft

	 	Images
	 	Standard
	 	$***
	 	***%
	 	cw50-35
	Gameloft

	 	Ring Tones
	 	Polyphonic
	 	$***
	 	***%
	 	pr50-35
	Getty Images

	 	Games
	 	standardbranded
	 	$***
	 	***%
	 	jg70-100
	Getty Images

	 	Images
	 	Standard
	 	$***
	 	***%
	 	cw50-25
	Lagardere

	 	Master Tones
	 	Indie
	 	$***
	 	***%
	 	mt40-60
	Magmic, Inc.

	 	Games
	 	premiumbranded
	 	$***
	 	***%
	 	jg70-200
	Magmic, Inc.

	 	Games
	 	standardbranded
	 	$***
	 	***%
	 	jg50-125
	Media Lead LLC

	 	Games
	 	premiumbranded
	 	$***
	 	***%
	 	jg70-200
	Media Lead LLC

	 	Games
	 	standard
	 	$***
	 	***%
	 	jg50-125
	Media Lead LLC

	 	Images
	 	standard
	 	$***
	 	***%
	 	cw35-30
	Media Lead LLC

	 	Master Tones
	 	celebrityvoice
	 	$***
	 	***%
	 	mt40-52
	Media Lead LLC

	 	Master Tones
	 	indie
	 	$***
	 	***%
	 	mt35-52
	Media Lead LLC

	 	Master Tones
	 	original
	 	$***
	 	***%
	 	mtw20-30
	mForma

	 	Games
	 	standard
	 	$***
	 	***%
	 	jg70-200
	mForma

	 	Images
	 	Standard
	 	$***
	 	***%
	 	cw50-35
	mForma

	 	Ring Tones
	 	indie
	 	$***
	 	***%
	 	pr50-35
	MindMatics

	 	Games
	 	standard
	 	$***
	 	***%
	 	jg55-150
	MindMatics

	 	Games
	 	standardbranded
	 	$***
	 	***%
	 	jg70-200
	MindMatics

	 	Images
	 	Standard
	 	$***
	 	***%
	 	cw35-35
	Moderati

	 	Games
	 	standard
	 	$***
	 	***%
	 	jg67-150
	Moderati

	 	Games
	 	standardbranded
	 	$***
	 	***%
	 	jg73-200
	Moderati

	 	Images
	 	Standard
	 	$***
	 	***%
	 	cw60-35
	Moderati

	 	Ring Tones
	 	indie
	 	$***
	 	***%
	 	pr67-35
	NoiseFactory

	 	Master Tones
	 	original
	 	$***
	 	***%
	 	mt20-10
	Pokemon

	 	Images
	 	Premium
	 	$***
	 	***%
	 	pw40-52
	Pokemon

	 	Master Tones
	 	celebrityvoice
	 	$***
	 	***%
	 	mt40-52
	SkyZone Entertainment, Inc.

	 	Games
	 	premiumbranded
	 	$***
	 	***%
	 	jg70-200
	SkyZone Entertainment, Inc.

	 	Games
	 	standardbranded
	 	$***
	 	***%
	 	jg50-125
	Smartphones

	 	Images
	 	Standard
	 	$***
	 	***%
	 	cw35-30
	Smartphones

	 	Master Tones
	 	celebrityvoice
	 	$***
	 	***%
	 	mt40-52
	Smartphones

	 	Master Tones
	 	indie
	 	$***
	 	***%
	 	mt35-52
	Smartphones

	 	Master Tones
	 	original
	 	$***
	 	***%
	 	mtw20-30





 Schedule 2 to HMS Agreement — Managed Content Services

Page 30 of 35



***
Information omitted and filed separately with the Securities and
Exchange Commission pursuant to a request for confidential treatment.



 









 





Exhibit 10.6(c) REDACTED



CONFIDENTIAL
TREATMENT REQUESTED




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Ericsson	 	 
	 	 	 	 	 	 	Minimum	 	Revenue	 	 
	Content Provider	 	Content Type	 	Content Sub Type	 	Amount	 	Share	 	Billing Id
	Smartphones

	 	Ring Tones
	 	Polyphonic
	 	$***
	 	***%
	 	pr35-35
	Sony Pictures

	 	Games
	 	premiumbranded
	 	$***
	 	***%
	 	jg75-200
	Sony Pictures

	 	Images
	 	Standard
	 	$***
	 	***%
	 	cw65-50
	Sony Pictures

	 	Master Tones
	 	majorentbrand
	 	$***
	 	***%
	 	mtw70-100
	UMG

	 	Images
	 	premium
	 	$***
	 	***%
	 	pw50-80
	UMG

	 	Master Tones
	 	majorlabel
	 	$***
	 	***%
	 	mt50-100
	Warner Brothers

	 	Games
	 	premiumbranded
	 	$***
	 	***%
	 	jg73-200
	Warner Brothers

	 	Games
	 	standardbranded
	 	$***
	 	***%
	 	jg73-200
	Warner Brothers

	 	Images
	 	Standard
	 	$***
	 	***%
	 	cw60-35
	Warner Brothers

	 	Master Tones
	 	majorentbrand
	 	$***
	 	***%
	 	mt40-80
	Warner Brothers

	 	Ring Tones
	 	majorentbrand
	 	$***
	 	***%
	 	pr67-35
	Warner Brothers

	 	Ring Tones
	 	majorentbrand
	 	$***
	 	***%
	 	pr67-35
	WMG

	 	Images
	 	Premium
	 	$***
	 	***%
	 	pw50-68
	WMG

	 	Master Tones
	 	majorlabel
	 	$***
	 	***%
	 	mt50-100
	Zingy

	 	Games
	 	premiumbranded
	 	$***
	 	***%
	 	jg73-200
	Zingy

	 	Games
	 	standard
	 	$***
	 	***%
	 	jg67-150
	Zingy

	 	Images
	 	Standard
	 	$***
	 	***%
	 	cw35-30
	Zingy

	 	Master Tones
	 	celebrityvoice
	 	$***
	 	***%
	 	mt40-52
	Zingy

	 	Master Tones
	 	Indie
	 	$***
	 	***%
	 	mt35-52
	Zingy

	 	Master Tones
	 	majorlabel
	 	$***
	 	***%
	 	mt60-115
	Zingy

	 	Master Tones
	 	original
	 	$***
	 	***%
	 	mtw20-30
	Zingy

	 	Ring Tones
	 	indie
	 	$***
	 	***%
	 	pr35-35





  Schedule 2 to HMS Agreement — Managed Content Services

Page 31 of 35



***
Information omitted and filed separately with the Securities and
Exchange Commission pursuant to a request for confidential treatment.



 









 





Exhibit 10.6(c) REDACTED



 CONFIDENTIAL
TREATMENT REQUESTED



EXHIBIT D




PREMIUM WAP CONTENT SERVICE




Premium WAP Content Service



For purposes of this Exhibit and this Schedule, Premium WAP Content Service will include the
features and functionalities detailed in Table 1 below. Additional customization and future
functionality including, but not limited to, adding additional content providers to the Managed
Content Services are considered out of scope. If Customer requests such customization and future
functionally, Ericsson will provide Customer with a price quote based on Customer’s requirements.
Customization and future functionality services are contingent upon Customer agreeing to the quoted
price and providing authorization for Ericsson to proceed with the provision of such services as
set forth in Exhibit B to the HMS Agreement.




	 	 	 
	Item

	 	Description
	 
	 	 
	WAP Deck Home

	 	The default entry portal. Mobile Devices in Customer’s
network will contain configuration parameters to direct the
mobile device to the this location
	 
	 	 
	Alerts

	 	Ericsson will create and maintain WAP pages that allow
Subscribers access to Ericsson’s MMS Alerts subscription
service
	 
	 	 
	Ringbacks

	 	Ericsson will create and maintain WAP pages that allow
Subscribers access to Ericsson’s Ringback Tone service. This
page is only included if Customer buys the Ringback tone
service from Ericsson. Should Customer select another vendor
for Ringbacks, then Ericsson will only link to the vendor’s
WAP page, if it is available.
	 
	 	 
	News

	 	Ericsson will create and maintain WAP pages that allow
Subscribers to access WAP news sources.
	 
	 	 
	Sports

	 	Ericsson will create and maintain WAP pages that allow
Subscribers to access WAP sports sources.
	 
	 	 
	Weather

	 	Ericsson will create and maintain WAP pages that allow
Subscribers to access WAP Weather sources.
	 
	 	 
	Portals

	 	Ericsson will create and maintain WAP pages that allow
Subscribers to access WAP portal sources






  Schedule 2 to HMS Agreement — Managed Content Services

Page 32 of 35




***
Information omitted and filed separately with the Securities and
Exchange Commission pursuant to a request for confidential treatment.


 









 





Exhibit 10.6(c) REDACTED



CONFIDENTIAL
TREATMENT REQUESTED




Table 1:Premium WAP Content Service



The Premium Links on the WAP Portal will include links to third party content, such as the content
listed below. The Premium Links are subject to change by Ericsson, depending on availability.



1. AccuWeather — For Weather related services including Forecast, Radar etc.



2. ESPN — Sports related information, Recent scores



3. Fandango — Movies available in your area, Buy Tickets for Entertainment.



4. USA Today —  News Stories in US



5. Google Search — Link to google search (included as Text Box from the landing page)



6. AP




Premium WAP Content Reporting Services



Ericsson will provide Customer with the following reporting services in addition to those set
out in Table A1.4 in Section 1.3 of Exhibit A-1:




	 	 	 
	Item Number	 	Description
	3. Wap Portal Performance Report

	 	Ericsson shall provide Customer with a WAP Portal
Performance Report indicating current and
historical performance data of the Premium WAP
Content Services by the end of every month. The
report will contain, at a minimum:
	 

	 	•     Unique Visitors per WAP Page

	 

	 	•     Per Day

	 

	 	•     Per Month

	 
	 	 
	 

	 	•     Total WAP Page views

	 

	 	•     Per Day

	 

	 	•     Per Month







Table D-1.3





Customer Responsibilities



Customer shall provision and configure the necessary network systems (HLR, GGSN, SGSN) to
allow the necessary Access Point Numbers defined by and used in Customer’s data network (“APN”s) to
accommodate the service levels and restrictions described in this Exhibit D.




Ericsson Responsibilities



Ericsson will provision and configure the WAP Gateway with the necessary APNs to
accommodate the service levels and restrictions described in this Exhibit D.



  Schedule 2 to HMS Agreement — Managed Content Services

Page 33 of 35



***
Information omitted and filed separately with the Securities and
Exchange Commission pursuant to a request for confidential treatment.



 









 





Exhibit 10.6(c) REDACTED



CONFIDENTIAL
TREATMENT REQUESTED






EXHIBIT E1-E4




FLOW THROUGH PROVISIONS FOR CERTAIN CONTENT




To be inserted herein:




Exhibits E1 — ESPN Flow-Through Provisions




Exhibit E2 — EMI Ringtunes Flow-Through Provisions




Exhibit E3 — Master Tone Supplement and Universal Music Group Flow-Through Provisions




Exhibit E4 — Warner Music Group Flow-Through Provisions



  Schedule 2 to HMS Agreement — Managed Content Services

Page 34 of 35




***
Information omitted and filed separately with the Securities and
Exchange Commission pursuant to a request for confidential treatment.


 









 





Exhibit 10.6(c) REDACTED



CONFIDENTIAL
TREATMENT REQUESTED



EXHIBIT F




ACCEPTANCE TEST DOCUMENTS




To be inserted herein:




GSM RCC Acceptance Test Record




RCC – MIST Acceptance Test Record




RCC – Alerts Acceptance Test Record




MMS Content Punch List




  Schedule 2 to HMS Agreement — Managed Content Services

Page 35 of 35




***
Information omitted and filed separately with the Securities and
Exchange Commission pursuant to a request for confidential treatment.