exv10w29



 





Exhibit 10.29




***** CONFIDENTIAL TREATMENT REQUESTED




Wireless Internet Service Agreement



This
Wireless Internet Service
Agreement (“Agreement”) is effective as of March 28, 2003
(“Effective Date”), between Sprint Spectrum L.P., a Delaware limited partnership doing business
as Sprint PCS (“Sprint”) and Sorrent Inc., a California corporation (“Sorrent”). The parties
desire to provide Sorrent Services as part of the Sprint Services.




1. DEFINITIONS



“3G Handset” means a Handset that is compliant with the CDMA 2000 standard as implemented
by Sprint, or any successor standard as implemented by Sprint.



“Handset” means the digital electronic equipment meeting the requirements of and authorized by
Sprint for Users to access any of the various Sprint Services.



“Sorrent Data” means all information collected or developed by Sorrent regarding its customers
who are Users or derived specifically from a User’s use of the Sorrent Services or otherwise
provided directly to Sorrent by Users.



“Sorrent Services” means the set of features, functionality, data, graphics, sounds, text and
other information, material or other content in electronic form provided by Sorrent to Users
via transmission by Sprint, including any Enhancements, Premium Services, and Other Services.



“Sprint Affiliate” means: (a) any entity in which Sprint holds at least a 20% equity interest;
(b) any entity controlling, controlled by or under common control with Sprint, directly or
indirectly by or through one or more intermediaries; (c) any entity that is authorized to sell
wireless communications products or services utilizing the Sprint Wireless Network under the
“Sprint” brand name or any other brand name(s) subsequently primarily used by Sprint to market
its wireless communications products or services; or (d) any entity to which Sprint is required
by law or contract to provide wireless communications products or services involving the
Sorrent Services.



“Sprint Data” means all information collected or developed by Sprint regarding its customers
who are Users under this Agreement or derived specifically from a User’s use of the Sprint
Services or the Sprint Wireless Network, including the Mobile Identification Number (MIN)
issued by Sprint to a User, the Electronic Serial Number (ESN) associated with a Handset, the
Network Access Identifier (NAI), any location-based information, and any customer information
described in the FCC definition of “Customer Proprietary Network Information” as set forth in
47 USC 222(h)(l).



“Sprint Services” means the wireless data services provided by Sprint, on behalf of itself or
the Sprint Affiliates or both, utilizing radio frequencies assigned by regulatory agencies.



“Sprint Wireless Network” means any and all telecommunications systems built, owned or operated
by Sprint or any of the Sprint Affiliates.



“User” means any individual who uses any of the Sprint Services.




2. SERVICES



2.1 Scope of Services. This Agreement is for the provision of Sorrent Services to Users
with Handsets via transmission by Sprint across the Sprint Wireless Network. Sorrent may make
changes, modifications, updates and enhancements (each an “Enhancement”) to the Sorrent Services
if: (a) the Enhancement complies with all requirements in this Agreement; and (b) the Sorrent
Services continue to include the Minimum Applications described below. The Sorrent Services for
3G Handsets will be provided in J2ME programming language. The Sorrent Services will also
include, at a minimum, the following applications (“Minimum Applications”):



For 3G Handsets:




     •     DuraTrax Mobile RC




     •     Wild 8-Ball




     •     Additional titles TBD



2.2 Placement. Sprint will place a link to the Sorrent Services within an appropriate portion of
the Sprint Services during the Initial Term of this Agreement. Actual placement of this link will
be in Sprint’s sole discretion and may differ between 3G Handsets and non-3Q Handsets. The link
may be moved or repositioned at any time in Sprint’s sole discretion, and may be otherwise moved
or removed by Users as part of any personalization functionality. In addition to placement of the
link as set forth above, Sorrent grants Sprint the right, in accordance with the terms of this
Agreement, to include the Sorrent Services on other services provided, or




Glu
Mobile Inc. – S-1








 




			
	*****	 	The omitted portions of this exhibit have been filed with the Securities and Exchange
Commission pursuant to a request for confidential treatment under Rule 406 promulgated under the
Securities Act of 1933.





SPRINT SPECTRUM L.P. CONFIDENTIAL INFORMATION 




Page 1




 









 




supported, by Sprint under the Sprint brand name or under a third party brand name,
including services provided by Sprint, Sprint Affiliates, or other third parties (e.g. Sprint’s
private label customers) that are authorized by Sprint to sell digital wireless communication
services.



2.3 Technical Requirements. Sorrent must register on Sprint’s ADP (“Application Developer’s
Program”) website for account registration purposes. Sorrent will give Sprint the opportunity, and
allow Sprint adequate lead-time, to test, verify and approve any Enhancements to the Sorrent
Services prior to their launch. Sprint will provide technical documentation, via Sprint’s ADP
website, to support the design of the Sorrent Services, and Sorrent will adhere to the technical
documentation.



2.4 User Support. Sprint reserves the right to establish terms with Users for use of the Sprint
Services, which may include terms for the use of Premium Services. Sprint will be responsible for
all User support relating to the Sprint Services and the Sprint Wireless Network. Sorrent will be
responsible for all User support issues relating to Sorrent Services. Sorrent will appropriately
refer all User questions and inquiries regarding Sprint or the Sprint Services to Sprint’s Customer
Solutions unit. The parties will reasonably cooperate with each other to provide necessary User
support services. Sorrent’s toll free phone number, email address, or Internet URL (that links
directly to a help desk location) for User referrals is as follows: support@sorrent.com.



2.5 User Complaints. Sprint has a regulatory obligation to track and respond to certain User
complaints. Sorrent agrees to cooperate with Sprint to resolve these
complaints. Sprint reserves
the right to suspend Sorrent’s ability to provide any Sorrent Services for which Sorrent charges
Users directly (as opposed to the Premium Services if: (a) for any two out of three consecutive
months, the number of complaints Sprint receives regarding charges
for Premium Services exceeds ***** % of all the complaints Sprint receives related to charges for all services with billing on behalf of
functionality provided by Sprint; or (b) Sprint reasonably believes unauthorized charges for
Premium Services are being presented to it by Sorrent. Sprint will allow Sorrent to resume
providing Premium Services if Sprint determines that the problems underlying the complaints or
unauthorized charges have been resolved. In addition, the parties will comply with any other
existing or future regulatory obligations that apply to this Agreement or the relationship between
the parties.



2.6 Representatives. Each party will designate a representative who will serve as that party’s
single point of contact with the other party for purposes of supervising and managing performance
of the respective parties’ obligations under this Agreement (the “Representative”). All technical,
marketing or other business issues will be communicated to the other party’s Representative, and
each party’s Representative will be authorized to respond on its behalf with respect to those
issues. The Representatives will hold conference calls on a mutually agreeable basis, and may
contact each other on an as-needed basis.



2.7 Content Standards. Materials that are included in the Sorrent Services will not: (a)
facilitate or promote illegal activity, or contain content that is illegal; (b) contain content
that is defamatory, obscene, distasteful, racially or ethnically offensive, harassing, or that is
discriminatory based upon race, gender, color, creed, age, sexual orientation, or disability; (c)
contain sexually suggestive or explicit content; (d) infringe upon or violate any right of any
third party; or (e) disparage, defame, or discredit Sprint or any Sprint Affiliate, or contain
content that is derogatory, detrimental, or reflects unfavorably on the name or business reputation
of Sprint or any Sprint Affiliate. Subsections (a) through (e) above are collectively referred to
as the “Content Standards.” If at any time Sprint determines in its sole discretion that Sorrent
has violated any of the Content Standards, Sprint may temporarily suspend the Sorrent Services.
Sprint will notify Sorrent of the suspension in writing or via e-mail and Sorrent must cure the
violation within 3 business days (the “Cure Period”) after this notification by removing the
portion of the Sorrent Services that violates the Content Standards. If Sorrent reasonably
disputes Sprint’s determination of a Content Standards violation, the parties will confer in good
faith and attempt to resolve the dispute during the Cure Period, but in all cases Sprint will make
the final determination. Sprint may continue the suspension of the Sorrent Services during the
Cure Period. If Sorrent fails to cure the Content Standards violation within the Cure Period,
Sprint may, without further notice, immediately terminate this Agreement.



Sorrent will promptly notify Sprint if it: (a) receives a complaint from a User that involves any
of the prohibitions in the Content Standards; or (b) otherwise becomes aware of an alleged Content
Standards violation. Sprint also reserves the right to review materials before they are included as
part of the Sorrent Services to determine if they violate the Content Standards. If during this
review Sprint determines in its sole discretion that any materials violate any of the Content
Standards, Sprint will notify Sorrent and Sorrent will remove the violating materials before the
Sorrent Services will be transmitted to Users. Sorrent will not, and will not assist any third
party to, make fraudulent charges for Sorrent Services, mislead Users concerning Sorrent Services,
or misrepresent the nature of Sorrent Services to Users. Sprint reserves the right to suspend
Sorrent Services if Sprint determines, in its sole discretion, that any Sorrent Services are
fraudulent, misleading to Users, or being misrepresented to Users.



2.8 No Advertising. Sorrent will not display any advertising in the Sorrent Services without prior
written consent from Sprint, which may be withheld in Sprint’s sole discretion. For the purposes
of this Agreement, the parties agree that “advertising” does not include unsolicited Sorrent
Services sponsorship or endorsement by an individual or company (e.g., “Fox Sports Football” or




 



***** The omitted portions of this exhibit have been filed with the Securities and Exchange
Commission pursuant to a request for confidential treatment under Rule 406 promulgated under
the Securities Act of 1933.




SPRINT SPECTRUM L.P. CONFIDENTIAL INFORMATION 




Page 2






 









 







“Duratrax
Mobile RC”), or within Sorrent Services branding (e.g., the Fox Sports logo on the
basketball court in Fox Sports Basketball) provided by Sorrent to an individual or company, but
only if Sorrent has not received any revenue related to the sponsorship, endorsement or branding.



2.9 Temporary Suspension of Sorrent Services. Sprint may temporarily suspend the Sorrent Services
for up to 10 days as Sprint deems reasonably necessary in the normal management and operation of
the Sprint Wireless Network. If Sprint temporarily suspends under this Section 2.9, it will insert
a ‘card’ notifying Users of the Sorrent Services that the Sorrent Services are temporarily
unavailable. This card will be removed when the suspension ends.




3. PAYMENT AND FEES



3.1. No Charge for Services. The Sorrent Services, including all Enhancements, are provided
to Sprint at no charge. Each party will be individually responsible for any expenses it incurs in
developing, producing, maintaining, and transmitting its respective services.



3.2. Premium Services. Sprint will offer a billing on behalf of functionality to Sorrent that will
allow Sprint to invoice Users for the use of certain Sprint-approved services provided by Sorrent
to Users (“Premium Services”). Sprint is not obligated to include all applications proposed by
Sorrent as part of the Premium Services. In addition, upon 90 days prior written notice to Sorrent,
Sprint reserves the right in its sole discretion to cease providing Premium Services to Users.





A. General. Premium Services will only be available for data-capable 3G Handsets. In addition,
Premium Services will not be provided for any electronic commerce or other non-content
applications or transactions (e.g. the purchase of a tangible product). To qualify to provide
Premium Services, Sorrent must provide all of the information required on Exhibit A. All Premium
Services will initially be hosted by Sprint at Sprint’s expense (i.e. the actual content must be
hosted, not just linked). But upon 30 days prior written notice, Sprint may require Sorrent to
assume responsibility for its own hosting, in which case all hosting obligations and related
expenses will be Sorrent’s responsibility. Sprint reserves the right, in its sole discretion,
to not allow certain Users to receive Premium Services and to set limits on the overall amount
certain Users can spend on Premium Services. Premium Services may not be available on all 3G
Handsets.




B. Pricing for Premium Services. Through Sprint, Sorrent will charge Users an event-based
charge (e.g. per play or download) or a monthly recurring charge (“MRC”), when available from
Sprint, for Premium Services. Sorrent will determine the pricing structure (e.g. event-based or
MRC) and pricing levels for Premium Services, however, Sorrent will
not charge more than $ ***** per
event-based transaction or MRC. No changes to the pricing for Premium Services will be allowed
from the time Premium Services are initially made commercially available to Users by Sorrent
until Sprint has implemented the functionality to allow pricing changes (Sprint currently
estimates this will occur during the first quarter of 2003, but this date is subject to change
by Sprint without notice). If Sorrent subsequently wants to change the pricing for Premium
Services, it must provide Sprint with at least 30 days prior written notice of the requested
change. The pricing for Premium Services cannot be changed more frequently than once every 30
days. Users of Premium Services will be presented with an advice of charge requiring them to
accept the applicable charge, consistent with this Section 3.2. B., for the transaction. Only
Sprint is permitted to present this advice of charge. Sorrent grants Sprint the right to use
Sorrent’s name and logo on User invoices in conjunction with detailing any applicable Premium
Services charges. In addition, Sorrent will not receive any revenue for Premium Services that
are used by Sprint for testing, trial, or promotional purposes (including demonstration accounts
for Sprint employees or agents, Sprint stores or other retail locations, and content
developers).




C. Premium Services Revenue Sharing. Sorrent will receive ***** % of the Billed Revenue for
Premium Services (net of Adjustments that are attributable to Sorrent). Sprint will receive
***** % of the Billed Revenue for Premium Services. “Billed Revenue” is defined as the charges,
consistent with Section 3.2. B. above, that Sprint invoices to Users (excluding any applicable
transaction taxes) for the use of Premium Services. An “Adjustment” is defined as a reduction to
a charge for Premium Services reasonably made by Sprint at a User’s request. For example, if in
a given quarter Billed Revenue is $10,000, and during that quarter there are $1,000 in
Adjustments attributable to Sorrent, then Sorrent would receive $ *****
 as its share of Premium
Services revenue for that quarter (***** % x (10,000 – 1,000)). Only Sprint is authorized to make
Adjustments to Premium Services charges.




D. Uncollectable Revenue; Changes to Premium Services Revenue Sharing. Sprint will be
responsible for up to *****
 % of Uncollectable Revenue. “Uncollectable Revenue” is defined as total
Billed Revenue that is uncollected and past due, and includes bad debts, fraudulent charges,
short payments by Users, and other payment shortfalls and delinquencies. For the first six
months following March 1, 2003 (the “Initial Six Months”), and each successive six month period,
Sprint will determine if total Uncollectable Revenue exceeds *****
 % of total Billed Revenue during
the applicable six month period. If total Uncollectable Revenue
exceeds *****
 %, Sprint will adjust
the parties’ Premium Services revenue share percentages, set forth in Section 3.2. C.




 



***** The omitted portions of this exhibit have been filed with the Securities and Exchange
Commission pursuant to a request for confidential treatment under Rule 406 promulgated under
the Securities Act of 1933.




SPRINT SPECTRUM L.P. CONFIDENTIAL INFORMATION 




Page 3




 









 









above, to account for the applicable increase in total Uncollectable Revenue. For example,
if Sprint determines that total Uncollectable Revenue for the Initial
Six Months is ***** %, then
Sprint will increase its Premium Services revenue share percentage by ***** % to ***** % and decrease
Sorrent’s revenue share percentage from *****
 % to *****
 %. If the revenue share percentages are revised
by Sprint, the new percentages will take effect beginning 5 days after Sprint advises Sorrent of
the new percentages. Each six month review and any adjustments to each party’s revenue share due
to Uncollectable Revenue will be based upon the original *****
 %/ *****
% split as set forth in Section
3.2. C. above.




E. Premium Services Revenue Sharing Limitations. Sprint’s revenue share percentage for Premium
Services will never be less than *****% regardless of the results of any six month review. In
addition, if Sprint adjusts Sorrent’s revenue share percentage
below *****%, Sorrent may cease
providing Premium Services by providing Sprint with 20 days prior written notice. Sprint also
reserves the right to stop providing Premium Services upon 10 days prior notice if Sprint
determines that for any given month Uncollectable Revenue has exceeded *****
 % of Billed Revenue.




F. Payment Procedures. Sprint will send any applicable payments for Premium Services to Sorrent
within 30 days of the end of each quarter via electronic funds transfer. Sprint will also
provide a summary remittance statement of Premium Services activity on a quarterly basis, within
30 days of the end of each quarter via e-mail to the Sorrent contact designated on Exhibit A. If
Premium Services are suspended or terminated for any reason: (a) charges for Premium Services
that Users have ordered, and will be invoiced for, but will not receive (e.g. MRCs) due to the
suspension or termination will be deducted, on a pro-rata basis, from Billed Revenue when
calculating payments to Sorrent; and (b) any payments for Premium Services due to Sorrent for
affected quarter(s) will not be paid by Sprint until the earlier of the quarter after the
suspension is lifted or the Agreement is terminated. Sorrent will not earn any interest on
Premium Services revenues collected by Sprint from Users. Sorrent is not entitled to any
Premium Services revenue resulting from fraudulent charges that are induced by Sorrent, or a
third party acting on behalf of or with the assistance of Sorrent. In addition, Sprint will not
transmit any payments for Premium Services to Sorrent until Sorrent has generated at least $500
in cumulative revenue for Premium Services. If this $500 threshold is not satisfied, any
applicable payments for Premium Services will be sent to Sorrent after the end of the Term.
Sprint is responsible for remitting all applicable transaction taxes related to the sale of
Premium Services to Users. Upon request, Sprint will provide Sorrent with a resale tax exemption
certificate.


3.3 Other Services. Sorrent may provide and charge Users directly for services that do not utilize
billing on behalf of functionality (“Other Services”). Sorrent will be responsible for all aspects
of providing Other Services (e.g. invoicing and processing credit card transactions).



3.4. Other Services Revenue Sharing. Sprint will receive a portion of the transaction revenue
generated from the Sorrent Services. Except as noted above for Premium Services, Sorrent is
responsible for collecting and remitting all transaction taxes imposed upon the sale of its goods
or services, including Other Services, electronic commerce transactions, and advertising (if
allowed by Sprint). Transaction revenue subject to revenue sharing between the parties, aside from
the Premium Services revenue sharing detailed above, includes that derived from:





	 	(a)	 	Other Services;
	 
	 	(b)	 	electronic commerce transactions; and
	 
	 	(c)	 	advertising, including the fair market value of any advertising consideration
Sorrent receives as part of a non-case transaction (e.g. advertising inventory exchange
between Sorrent and a third party).




Each party’s respective share of revenue, after deducting any transaction taxes, will be as
follows:




	 	 	 	 	 
	Revenue Source	 	Sprint %	 	Sorrent %
	Other Services

	 	*****
 % of the gross revenue
	 	*****
 % of the gross revenue
	 
	 	 	 	 
	Electronic commerce transactions

	 	*****
 % of the net revenue,
which is calculated as the gross
sales amount, less cost of goods,
returns, discounts and
freight
	 	*****
 % of the net revenue
	 
	 	 	 	 
	Advertising (if allowed by Sprint)

	 	*****
 % of the gross revenue
	 	*****
 % of the gross revenue






 



***** The omitted portions of this exhibit have been filed with the Securities and Exchange
Commission pursuant to a request for confidential treatment under Rule 406 promulgated under
the Securities Act of 1933.



SPRINT SPECTRUM L.P. CONFIDENTIAL INFORMATION 




Page 4




 









 




Advertising revenues will be allocated among all wireless operators, aggregators,
distributors and other customers of Sorrent who offer such online Advertising, and Sprint shall
receive *****% of its pro-rata share of the advertising revenues. Sprint’s pro-rate share will be
based on the proportion of revenues generated by Sprint’s sales of the Sorrent Premium Services
that contain the advertising compared to total sales of the Sorrent Premium Services that contain
such Advertising. For example, if Sorrent receives $10,000 for advertising placed in a Premium
Service game that sells a total of 100,000 units, then the per-game advertising revenue is $*****.
If Sprint’s sales of that Premium Service game are 25,000 units, then Sprint’s share of the
advertising revenues will be calculated as ($*****)*(25,000)*(*****%) = $*****.



3.5 Invoicing and Payment Procedures. Any amounts payable by Sorrent to Sprint are due to Sprint
on a quarterly basis within 30 days after the end of each calendar quarter. Payments must be
remitted to the following Sprint address:



Sprint

Dept CH 10615

Palatine, IL 60055-0615



In addition, on a quarterly basis Sorrent will, within 30 days after the end of each quarter,
provide a report to Sprint at the above address that details the information listed below:





	 	(a)	 	Total gross Other Service revenue (by category, if applicable).

	 
	 	(b)	 	Total gross electronic commerce revenue (by category, if applicable).
	 
	 	(c)	 	Total gross advertising revenue, if applicable, including the fair market value
of any advertising consideration Sorrent receives as part of a non-cash transaction (by
category, if applicable).





4. TERM AND TERMINATION



4.1 Term. The initial term of this Agreement begins on the Effective Date and ends after 1 year
(the “Initial Term”). After the expiration of the Initial Term, this Agreement will be
automatically extended on a month-to-month basis until terminated by either party with at least 30
days prior written notice (each monthly period a “Renewal Term”). The Initial Term and any Renewal
Term are collectively referred to as the “Term.”



4.2 Termination for Convenience. Either party may terminate this Agreement for any reason,
without liability related to that termination, by providing at least 90 days prior written notice
to the other party.



4.3 Termination for Breach. Either party may terminate this Agreement if the other party breaches
any material term of this Agreement and the breach is not cured within 20 days after written notice
of the breach is provided to the defaulting party by the non- defaulting party. Unless otherwise
provided in the notice, or unless the breach has been cured, the termination is effective 20 days
after the date of the notice.


5. CONFIDENTIAL INFORMATION



5.1 General. Each party acknowledges that while performing its obligations under this Agreement
it may have access to Confidential Information of the other party. “Confidential Information”
means any information concerning a party’s trade secrets, products, planned products, services or
planned services, suppliers, customers, prospective customers, data, financial information,
computer software, processes, methods, knowledge, inventions, ideas, marketing, promotions,
discoveries, current or planned activities, research, development, or other information relating
to a party’s business activities or operations or those of its customers or suppliers. This
Agreement creates a confidential relationship between the parties. Both parties will keep the terms
of this Agreement and all Confidential Information confidential and, except as authorized by the
other party in writing, the receiving party will only use, and make copies of, Confidential
Information to perform the Services or its obligations as required under this Agreement. Upon
termination of this Agreement, or upon the disclosing party’s request, the receiving party will
return or destroy all documents and other materials in the receiving party’s control that contain
or relate to Confidential Information. Upon request by the disclosing party, the receiving party
will provide written certification to the disclosing party that it has returned or destroyed all
Confidential Information, including any duplicate copies. Both parties will inform their
personnel who will have access to Confidential Information of their obligations of confidentiality,
and will require their personnel to comply with the terms of this Agreement. If reasonably
requested by either party, the other party will have those personnel sign a non-disclosure
agreement at least as restrictive as this Section. Both parties agree to disclose Confidential
Information only to its personnel, including its affiliates, subcontractors and agents, who have a
legitimate business need to know Confidential Information in order to perform that party’s
obligations under this Agreement.



5.2 Exceptions; Injunctive Relief. Confidential Information does not include information that
the receiving party can demonstrate by written documentation: (a) is rightfully known to the
receiving party prior to negotiations leading to this Agreement; (b) is independently developed by
the receiving party without any reliance on Confidential Information; (c) is part of the public
domain; or (d) is lawfully obtained by the receiving party from a third party not under an
obligation of confidentiality. If any Confidential Information is required to be disclosed by law
or legal process, the receiving party will use reasonable efforts to cooperate




 



***** The omitted portions of this exhibit have been filed with the Securities and Exchange
Commission pursuant to a request for confidential treatment under Rule 406 promulgated under
the Securities Act of 1933.



SPRINT SPECTRUM L.P. CONFIDENTIAL INFORMATION 




Page 5




 









 




with the disclosing party to limit the disclosure. Both parties acknowledge that disclosure of
Confidential Information by the receiving party may cause irreparable injury to the disclosing
party, its customers and other suppliers, that is inadequately compensable in monetary damages. In
addition to any other remedies in law or equity, the disclosing party may seek injunctive relief
for the breach or threatened breach of this Section.



5.3 Publicity. Neither party will make any news release, public announcement, reference to
this Agreement, its value, or its terms and conditions, or in any manner advertise or publish the
fact of this Agreement. Nothing in this Agreement is intended to imply that either party will
agree to any publicity, and either party may, in its sole discretion, withhold its consent to any
publicity.




6. GRANT OF LICENSES AND RIGHTS



6.1 License Grant. Sorrent grants Sprint and Sprint Affiliates a non-exclusive,
non-transferable (with no right to sub-license except as provided in this Agreement) license to
reproduce, display, perform, distribute, and transmit the Sorrent Services, in any current or
future mark-up language or format, as necessary to enable Users to access and utilize the Sorrent
Services on the Handset. Sprint is allowed to modify the technical format of the Sorrent Services
as necessary to ensure that they can be displayed on a 3G Handset (e.g. the conversion of HDML or
WML language to XHTML language), but Sprint will not alter the material included in the Sorrent
Services. Sorrent acknowledges that Users have a perpetual, royalty-free license to continue to
use and access applications (e.g. games) after they have been downloaded from Sorrent, unless the
application was expressly sold as a limited duration application. Sprint may use the Sorrent
Services or any transferred Sorrent Data to monitor Sorrent’s performance and compliance with the
terms of this Agreement, for quality assurance purposes, and for Sprint’s internal marketing
research purposes.



6.2 Use of Marks. Any use by Sprint of Sorrent’s trademarks, trade names, and service marks (the
“Sorrent Marks”), other than use of those Sorrent Marks included as part of the Sorrent Services,
requires Sorrent’s prior written approval. Any use by Sorrent of Sprint’s trademarks, trade names,
and service marks (the “Sprint Marks”) requires Sprint’s prior written approval. Each party’s use
of the other party’s Marks is also subject to any applicable brand guidelines provided by the other
party.



6.3 Marketing Materials. Sprint may wish to include Sorrent’s name, logos, or a description of
Sorrent Services in certain marketing materials including collateral sent to Users, retail
displays, or other advertising and promotional activities. These uses of Sorrent’s name, logos, or
description will require Sorrent’s prior written approval.



Description of Sorrent Services (1 brief paragraph) for marketing and promotional use: Sorrent
develops and publishes single-player and real-time, head-to-head and multi-player games for
wireless and Internet-capable devices. The company has also developed a number of proprietary
technologies, including its patent-pending Mobile Persona, a persistent digital character that
evolves as the player plays each Sorrent game, and is available to the player on all network-based
Sorrent games, including games in different genres.




7. OWNERSHIP AND USE OF DATA



7.1 Sorrent Ownership. Each party acknowledges and agrees that Sorrent owns the Sorrent Marks,
Sorrent Data, and Sorrent Services (excluding third party content and services incorporated in the
Sorrent Services), and except for any license rights granted under this Agreement, nothing in this
Agreement confers on Sprint any rights in the foregoing.



7.2 Sprint Ownership. Each party acknowledges and agrees that Sprint owns the Sprint Marks, Sprint
Data, the Sprint Wireless Network, and the Sprint Services (excluding third party content and
services incorporated in the Sprint Services), and except for any license rights granted under this
Agreement, nothing in this Agreement confers on Sorrent any rights in the foregoing.



7.3 Rights and Limitations. All Sprint Data is Confidential Information and is the exclusive
property of Sprint. Sorrent will not, except as otherwise stated in this Agreement, store, copy,
analyze, monitor, or otherwise use any Sprint Data. All Sorrent Data is Confidential Information
and is the exclusive property of Sorrent. Sprint will not, except as otherwise stated in this
Agreement, store, copy, analyze, monitor, or otherwise use any Sorrent Data. Nothing in this
Agreement prevents or limits: (a) Sorrent from communicating directly with Users of Sorrent
Services; or (b) Sprint or Sprint Affiliates from communicating directly with Users.



7.4 Solicitation; Disclosure. Sorrent will not use the Sorrent Services for the transmission of
“spam” or any other distribution of unsolicited information, including telemarketing, unless the
User expressly consents via the Handset. Sorrent will not use any information obtained from the
activities contemplated under this Agreement to target advertisements or marketing to Users based
on the User’s use of Sprint Services unless a User requests or expressly consents to such
communications. In addition, Sorrent will not take any action, including data mining or any
similarly disruptive practice, that interferes with the development, operation, maintenance or
content of Sprint’s websites, servers or other related equipment. Neither party will disclose the
other party’s information or data provided to it under this Agreement to any third party in a
manner that identifies the User as an end user of a Sorrent product or service or of the Sprint
Services, except as may be required by law or legal process.



SPRINT SPECTRUM L.P. CONFIDENTIAL INFORMATION 




Page 6





 









 





8. WARRANTIES AND DISCLAIMERS




8.1 Warranties. Sorrent represents and warrants that all hardware, software and networks used by
Sorrent to fulfill its obligations under this Agreement will: (a) to the extent its hardware,
software or networks depend on a date processing function, perform and process date arithmetic and
date/time data in a consistent and accurate manner and in a manner that is unambiguous as to
century; and (b) to the extent its hardware, software or networks are used in combination with
other software, hardware or networks, they will properly interoperate with the other software,
hardware or networks, including the exchange of date/time data. If Sorrent’s hardware, software,
or network is not compliant with this warranty, Sorrent will, at its expense, promptly correct or
modify the hardware, software, or network so that it is compliant. Sorrent also represents and
warrants that: (a) it will not introduce into Sprint’s hardware, software, or network any software
virus, worm, “back door,” “Trojan Horse,” or similar harmful code; (b) the Sorrent Services do not
infringe any intellectual property right or violate any trade secret right or other right of any
third party; and (c) it will comply with all applicable laws and regulations in performing this
Agreement.



8.2 Disclaimers. Except as expressly set forth in this Agreement, each party’s services,
information, content and other materials are provided on an “as is,” “as available” basis. Except
for the express warranties made in this Agreement: (1) neither party makes any warranty that its
service will be uninterrupted, secure, or error free, or that defects in either party’s service
will be corrected; and (2) each party specifically disclaims any representations or warranties,
express or implied, regarding any materials provided under this Agreement, including any implied
warranty of merchantability, fitness for a particular purpose, non-infringement or any implied
warranties arising from course of dealing or performance. The parties acknowledge that use of any
data or information obtained by Users through either party’s service is at Users’ own discretion
and risk, and that Users will be solely responsible for any damage resulting from use of that
service. Each party agrees to include a disclaimer in substantially similar form to the previous
sentence in their respective User’s agreements or terms and conditions of use for their respective
services.



9. INDEMNIFICATION AND LIMITATION OF LIABILITY




9.1 Indemnification by Sprint. Sprint will indemnify and defend Sorrent, Sorrent
affiliates, and their respective directors, officers, agents, and employees (each, a “Sorrent
Indemnitee”) from and against all claims, damages, losses, liabilities, costs, expenses, and
reasonable attorney’s fees (collectively “Damages”) arising out of a claim by a third party against
a Sorrent Indemnitee: (a) to the extent resulting from or alleged to have resulted from any act or
omission of Sprint under or related to this Agreement; or (b) alleging that the Sprint Marks or
Sprint Services, excluding any third party content contained in the Sprint Services, infringe any
intellectual property right or violate any trade secret right or other right of any third party.



9.2 Indemnification by Sorrent. Sorrent will indemnify and defend Sprint, Sprint Affiliates, and
their respective directors, officers, agents, employees and customers (each, a “Sprint Indemnitee”)
from and against all Damages arising out of a claim by a third party against a Sprint Indemnitee:
(a) to the extent resulting from or alleged to have resulted from any act or omission of Sorrent
under or related to this Agreement; or (b) alleging that the Sorrent Marks or the Sorrent Services
infringe any intellectual property right or violate any trade secret right or other right of any
third party.



9.3 Indemnification Procedures. Promptly, upon becoming aware of any matter that is subject to the
provisions of this Section 9. (a “Claim”), the party seeking indemnification (the “Indemnified
Party”) must give notice of the Claim to the other party (the “Indemnifying Party”), accompanied by
a copy of any written documentation regarding the Claim received by the Indemnified Party. The
Indemnifying Party will have the right, at its option, to settle or defend, at its own expense and
with its own counsel, the Claim. The Indemnified Party will have the right, at its option, to
participate in the settlement or defense of the Claim, with its own counsel and at its own expense,
but the Indemnifying Party will have the right to control the settlement or defense. The
Indemnifying Party will not enter into any settlement that imposes any liability or obligation on
the Indemnified Party, or contains any acknowledgement of wrongdoing by the Indemnified Party,
without the Indemnified Party’s prior written consent. The parties will cooperate in the
settlement or defense and give each other access to all relevant information. If an Indemnified
Party’s ability to provide a service is enjoined due to a claim covered by the indemnity
obligations in this Section, the Indemnifying Party will, at its option and expense, and in
addition to any other remedies that the Indemnified Party may have, either: a) procure for the
Indemnified Party and the Users the continued right to use the service; b) replace the infringing
material with non-infringing material that will not adversely affect the operation or quality of
the service; c) modify the infringing material so that it is non-infringing and will not adversely
affect the operation or quality of the service; or d) only if none of the above options are
possible after commercially reasonable attempts by the Indemnifying Party to complete them, either
party may terminate this Agreement.



9.4 Limitation of Liability. Except for a party’s breach of the provisions of Section 5.
(Confidential Information) or for claims for which a party has an obligation of indemnity under
this Agreement,



SPRINT SPECTRUM L.P. CONFIDENTIAL INFORMATION 




Page 7




 









 





neither party will be liable to the other for any consequential, punitive or indirect
damages for any cause of action, whether in contract, tort or otherwise. Consequential, and
indirect damages include, but are not limited to, lost profits, lost revenue, and loss of business
opportunity, whether or not the applicable party was aware of or should have been aware of the
possibility of these damages.



10. SECURITY




Each party will maintain the security and integrity of its service, including implementing
procedures to prevent third parties from transmitting unsolicited data or messages to Users.
Sorrent will notify Sprint as soon as possible if it knows or has reason to know that any
unsolicited data or messages are being sent to Users of the Sorrent Services, or if an unusual or
abnormal flow, number, or type of message is being sent to Users. If a User is being sent
unsolicited data or messages, or Sorrent notifies Sprint that Users may be being sent unsolicited
data or messages, each party will use commercially reasonable efforts to promptly prevent
continuing transmission of unsolicited data or messages to Users. As
necessary, Sprint will
provide a connection to its gateway via a 128-bit secure socket level connection. As necessary,
Sorrent will provide a secure connection to the Internet to allow access to Sorrent Services by
Sprint and Users.



11. RECORD KEEPING AND AUDITS




Each party will maintain sufficient records as reasonably required to verify the accuracy of
payments to the other party for a period of at least 1 year after the completion of the applicable
transaction. No more than once per year, each party (as applicable, the “Auditing Party”) has the
right to have its external auditors audit, copy and inspect the other party’s (the “Audited
Party”) financial records on the Audited Party’s premises at reasonable times during the Term of
this Agreement, and for the 1-year period thereafter, to verify the correctness of amounts paid
under this Agreement. The Auditing Party will provide the Audited Party with at least 10 business
days’ prior written notice of an audit. The Audited Party will make the information reasonably
required to conduct the audit available on a timely basis and assist the Auditing Party and its
external auditors as reasonably necessary. The Audited Party may require that any external auditor
sign a non-disclosure agreement, prior to performing an audit, that is acceptable to Sprint and
Sorrent. In the event of an underpayment or overpayment of more than 10%, the Audited Party will
reimburse the Auditing Party for reasonable costs of the audit, and the underpayment or
overpayment, as applicable, will be due and payable within ten days.



12. TESTING AND SERVICE RELIABILITY




12.1 Acceptance Testing. Upon receipt of the initial feature set of the Sorrent Services prior to
launch of the Sorrent Services, or any subsequent Enhancements to the Sorrent Services (for
purposes of this Section, each a “Deliverable”), both parties will test the Deliverable for
compliance with the specifications in the detailed design document provided to Sprint by Sorrent in
accordance with Sprint’s launch checklist (“Acceptance Testing”). If a dispute arises regarding
testing criteria, Sprint will make the final determination. Acceptance of any Deliverable will
occur upon the earlier of either: (a) Sorrent’s receipt of a notice from Sprint stating that the
Deliverable has met the Acceptance Criteria; or (b) 60 days, or other mutually agreeable tune
period, after the date of delivery, unless notice of non-acceptance (including specific reasons for
non-acceptance) is provided to Sorrent within the 60-day period. Sorrent will use commercially
reasonable efforts to correct any non-conformance in a timely manner. The parties will provide
each other with commercially reasonable assistance as necessary to correct any non-conformance,
including information necessary to recreate the error or non-conformity identified. The parties
will work together in good faith to complete Acceptance Testing according to any applicable
development schedule. Upon successful completion of Acceptance Testing the parties will notify each
other of final acceptance.



12.2 Service Reliability. The parties will make commercially reasonable efforts to ensure that
their respective services related to this Agreement are free from material defects, and are
available 24 hours a day, 7 days a week to Users. Sorrent agrees to maintain the Sorrent Services
according to the applicable restoral expectations set forth in the table below. For unplanned
events, Sprint will assign a trouble severity code based on Sprint’s assessment of trouble at the
point of trouble identification. Sprint will make adjustments to the trouble severity code based
on event activities. Operational reviews between Sprint Technical Services and Sorrent will be
conducted as needed. The following trouble severity table will be reviewed periodically by Sprint
and Sorrent, and may be modified by mutual written agreement of the parties.



	 	 	 	 	 
	Trouble	 	 	 	 
	Severity	 	 	 	Restoral
	Code	 	Description	 	Expectation
	Sev1

	 	“Sev 1 Error” means a
catastrophic error in an application
which causes a complete (100%) loss
of service for any subset of Users
and for which a workaround has not
been made available and which
causes: (a) an important component
of the Sorrent Services to be
unusable, a system or product
malfunction due to deficiency or
non-usability, and has frequent or
major User impact or there is a
frequent failure of an important
service; or (b) data loss or
corruption. Example: 10/8 outage
— Users receiving “bad http status”
errors when attempting to connect to
the Sorrent’s site.
	 	*****
	 
	 	 	 	 
	Sev2

	 	“Sev 2 Error” means a
non-catastrophic error in an
application that causes greater than
50% degradation of performance and
that: (a) constitutes a major
failure for an important product
feature
	 	*****






 



***** The omitted portions of this exhibit have been filed with the Securities and Exchange
Commission pursuant to a request for confidential treatment under Rule 406 promulgated under
the Securities Act of 1933.





	 
	SPRINT SPECTRUM L.P. CONFIDENTIAL INFORMATION


	 
	Page 8






 









 





	 	 	 	 	 
	Trouble	 	 	 	 
	Severity	 	 	 	Restoral
	Code	 	Description	 	Expectation
	 

	 	which causes
significant inconvenience
to Users, system or
product malfunction due to
deficiency or
non-usability; or (b)
produces results
materially different from
those described in the
documentation for a major
product feature, but which
such error does not rise
to the level of a Sev 1
Error. Example: Users
receiving “compile error”
message when attempting to
read a news item.	 	 
	 
	 	 	 	 
	Sev3

	 	“Sev3 Error” means a
non-catastrophic error in
an application that: (a)
has an impact on
operational support or
administrative tools /availability
to service or
provision node but not
considered to impact call
processing; and (b) causes
less than 50% degradation
of performance
	 	*****
	 
	 	 	 	 
	Sev4

	 	“Sev4 Error” means an
error in an application
that: (a) has minimal
current impact on the
User; and (b) causes a
malfunction of a
non-essential product
feature.
	 	TBD (Joint

Agreement)







	12.3	 	Points of Contact and Escalations. If Sprint experiences technical problems receiving or
transmitting the Sorrent Services, Sprint may contact Sorrent’s technical service group.
Escalations will occur if applicable restoral expectations are not met. Sorrent will provide
for 24x7x365 support availability. For Sev1 Errors, Sorrent will provide continual support
until the event is resolved. Sorrent and Sprint’s IT department will exchange ticket numbers
for tracking an event beginning with the initial report of trouble. Sorrent will interface as
necessary with any third party hardware and software vendors selected by it and included as
part of the Sorrent Services. During unplanned events, Sorrent will interact with these third
party vendors for service restoral activities; Sprint will only be required to interact with
Sorrent. Sprint and Sorrent escalation contacts and numbers are as follows:





Sorrent Contact Information (Accessible 24 hours a day / 7 days a week)




	 	 	 	 	 	 	 	 	 
	 	 	Contact Name &	 	 	 	 	 	 
	 	 	Title	 	Phone	 	Mobile or Pager	 	E-mail
	1st
Point of
Contact

	 	*****

Technical

Director
	 	650-571-1550

X*****
	 	*****
	 	*****
	 
	 	 	 	 	 	 	 	 
	1st
Escalation.

	 	*****

CTO
	 	650-571-1550

X*****
	 	*****
	 	*****
	 
	 	 	 	 	 	 	 	 
	2nd
Escalation

	 	*****

Network

Engineer
	 	650-571-1550

X*****
	 	*****
	 	*****






Sprint Contact Information (Accessible 24 hours a day / 7 days a week)




	 	 	 	 	 	 	 	 	 
	 	 	Contact Name &	 	 	 	 	 	 
	 	 	Title	 	Phone	 	Mobile or Pager	 	E-mail
	1st Point of
Contact

	 	NOCC Support
	 	*****	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	1st
Escalation

	 	Content Provider &

3rd Party

Operations

(C3PO)
	 	 	 	*****	 	 
	 
	 	 	 	 	 	 	 	 
	2nd
Escalation

	 	Content Provider &

3rd Party

Operations (C3PO)
	 	 	 	*****	 	 
	 
	 	 	 	 	 	 	 	 
	3rd
Escalation

	 	SME, 3rd Party

Content Providers

(C3PO)
	 	*****	 	 	 	 






12.4 Operating Changes. If Sprint allows Sorrent to participate in certain advanced
services (e.g. instant messaging, location based services), Sorrent will comply with Sprint’s
Wireless Application Manager (WAM) standards, including any applicable application programming
interfaces (APIs). Sorrent will coordinate with Sprint for the installation of new versions,
releases, and fixes





 



***** The omitted portions of this exhibit have been filed with the Securities and Exchange
Commission pursuant to a request for confidential treatment under Rule 406 promulgated under
the Securities Act of 1933.




	 
	SPRINT SPECTRUM L.P. CONFIDENTIAL INFORMATION


	 
	Page 9






 









 





to the operating system and system software, as well as the installation of any new
hardware. Sorrent will provide at least 72 hours prior notice of these changes to Sprint.



13. DISPUTE RESOLUTION




13.1 Waiver of Jury Trial. Each party waives its right to a jury trial in any court action
arising between the parties, whether under this Agreement or otherwise related to this Agreement,
and whether made by claim, counterclaim, third party claim or otherwise. The agreement of each
party to waive its right to a jury trial will be binding on its successors and assigns.



13.2 Governing Law. This Agreement and the rights and obligations of the parties are governed by
the substantive and procedural laws of the state of Kansas, without regard to any conflict of laws
principles. This Agreement will not be governed or interpreted in any way by referring to any law
based on the Uniform Computer Information Transactions Act (UCITA), even if that law is adopted in
Kansas.



13.3 Forum Selection; Attorney’s Fees. Except to the extent necessary for either party to
enforce indemnity or defense obligations under this Agreement, any court proceeding brought by
either party must be brought, as appropriate, in Kansas District Court located in Johnson County
Kansas, or in the United States District Court for the District of Kansas in Kansas City, Kansas.
Each party agrees to personal jurisdiction in either court. The prevailing party in any formal
dispute will be entitled to reasonable attorney’s fees and costs (including reasonable expert fees
and costs), unless the prevailing party rejected a written settlement offer that exceeds the
prevailing party’s recovery. The parties agree to continue performance during the pendency of any
dispute, unless this Agreement is terminated under Section 4.3.



14. GENERAL




14.1 Notices. Unless otherwise agreed, notices provided under this Agreement must be in writing
and delivered by certified mail (return receipt requested), hand delivery, or by a reputable
overnight carrier service. Notices to Sprint must be sent to the following addresses: (a) Sprint
PCS Wireless Data Services, Attn: Director, Consumer Marketing, Mailstop KSOPHI0402, 6130 Sprint
Parkway, Overland Park, Kansas 66251; and (b) Sprint Law Department, Attn: General Attorney -
Procurement, Mailstop KSOPHN0312, 6450 Sprint Parkway, Overland Park, Kansas 66251. Notices to
Sorrent must be sent to the address shown in the signature block of this Agreement for Sorrent.
Notices will be considered given on the day the notice is received.



14.2 Assignment. Sprint may assign any of its rights or obligations or this Agreement to any Sprint
Affiliate without the consent of Sorrent. Sorrent may assign any of its rights or obligations or
this Agreement to any entity that acquires substantially all of Sorrent’s assets related to the
subject matter of this Agreement without the consent of Sprint, provided that such entity is not a
direct competitor of Sprint. Otherwise, neither party may assign any of its rights or obligations
or this Agreement without the prior written consent of the other party.



14.3 Waiver; Severability; Remedies. The waiver of a breach of any term of this Agreement will not
constitute the waiver of any other breach of the same or any other term. To be enforceable, a
waiver must be in writing signed by an authorized representative of the waiving party. If any
provision of this Agreement is held to be unenforceable, the remaining provisions will remain in
effect and the parties will negotiate in good faith a substantively comparable enforceable
provision to replace the unenforceable provision. All rights and remedies of the parties, in law
or equity, are cumulative and may be exercised concurrently or separately. The exercise of one
remedy will not be an election of that remedy to the exclusion of other remedies.



14.4 Independent Contractor; Non-Exclusive Relationship; Survival. Sorrent and Sorrent
personnel are independent contractors for all purposes and at all times. This Agreement does not
create an exclusive relationship between the parties except to the extent specifically provided for
in this Agreement. Nothing in this Agreement will be deemed to be a restriction on either party’s
ability to freely compete or to enter into “partnering” relationships with other entities. Numbered
provisions 4.2, 6., 8., 10., 12., 14., and 15.4 will survive the termination or expiration of this
Agreement, in addition to any other provisions that by their content are intended to survive the
performance, termination, or expiration of this Agreement.



14.5
Miscellaneous. This Agreement’s benefits do not extend to any third party, including Sprint
customers or Users, unless expressly stated in this Agreement. The headings in this Agreement are
for convenience only and will not affect the meaning or interpretation of this Agreement. Because
the parties actively negotiated this Agreement, it will not be construed against either party due
to authorship. This Agreement, together with any exhibits, sets forth the entire understanding of
the parties as to the subject matter of this Agreement and supersedes all prior agreements,
discussions, and correspondence pertaining to the subject matter of this Agreement. Any provision
contained on a party’s web site, preprinted on any order, invoice, statement, or other document
issued by either party, or





	 
	SPRINT SPECTRUM L.P. CONFIDENTIAL INFORMATION


	 
	Page 10






 









 





contained in any “shrinkwrap” or “clickwrap” agreement will have no force or effect if that
provision conflicts with the terms of this Agreement. This Agreement may not be amended or
modified except in writing signed by an authorized representative of each party. If there is an
inconsistency between the terms of this Agreement and those of any other oral or written agreement
between the parties, the terms of this Agreement will control.



15. INCENTIVE-BASED GAMES




15.1 Right to Reject Enhancements and Review Game Rules. “Incentive-based Game” means any game of
chance or game of skill as defined under applicable law, including, without limitation, contests
and sweepstakes. Sorrent will advise Sprint PCS in writing (pursuant to section 14.1) of any new
Incentive-based Game that Sorrent proposes to add to the Sorrent Services, or of any modification
to a then-existing Incentive-based Game (each a “Gaming Change”). Sprint PCS may reject a proposed
Gaming Change if Sprint PCS, in its sole discretion, determines that the Gaming Change could: (i)
subject Sprint PCS to any laws related to the regulation of gaming with adverse consequences; or
(ii) be interpreted as Sprint PCS sponsoring, offering, promoting, soliciting or otherwise
advancing gaming in violation of applicable law. In addition, Sprint PCS has the right to review
all rules and eligibility requirements for each Incentive-based Game and Gaming Change. The
parties will attempt in good faith to mutually agree on these rules and eligibility requirements.
But if the parties cannot agree on the rules or eligibility requirements, Sprint PCS may prohibit
the Incentive-based Game or Gaming Change from being included on the Sprint PCS Services.



15.2 No Sponsorship; Sorrent Actions; Notification of Legal Developments. Sorrent is the sole
sponsor of all Incentive-based Games that may be included in the Sorrent Services. None of the
activities contemplated in this Agreement are intended to be construed as Sprint PCS sponsoring,
offering, promoting, soliciting or otherwise advancing the Incentive-based Games sponsored by
Sorrent. Sorrent will not to take, negligently, knowingly or intentionally, any action that
could: (i) subject Sprint PCS to any laws related to the regulation of gaming with adverse
consequences; or (ii) be interpreted as Sprint PCS sponsoring, offering, promoting, soliciting or
otherwise advancing gaming in violation of applicable laws. Sorrent will promptly notify Sprint PCS
in writing if Sorrent becomes aware of any factual, judicial, regulatory or legislative development
that could: (i) subject Sprint PCS to any laws related to the regulation of gaming; or (ii) be
interpreted as Sprint PCS sponsoring, offering, promoting, soliciting or otherwise advancing gaming
in violation of applicable laws.



15.3
Right to Terminate; Indemnification. Sprint PCS may, at any time and without liability,
terminate this Agreement with 10 days prior written notice to Sorrent, if Sprint PCS determines, in
its sole discretion, that performance of any of its obligations under this Agreement has or could:
(i) subject Sprint PCS to any laws related to the regulation of gaming with adverse consequences;
or (ii) be interpreted as Sprint PCS sponsoring, offering, promoting, soliciting or otherwise
advancing gaming in violation of applicable laws. Sorrent, at its own expense, will indemnify and
defend the Sprint PCS Indemnitees (as defined above) from and against all Damages arising out of a
claim against a Sprint PCS Indemnitee related to Sorrent’s failure to comply with the requirements
of this Section 15 (Incentive Based Games).





	 
	SPRINT SPECTRUM L.P. CONFIDENTIAL INFORMATION


	 
	Page 11







 









 





15.4 Compliance with Laws. Sorrent warrants that throughout the Term: (i) all Sorrent
Services containing Incentive-based Games, whether or not provided under a Sorrent brand name,
will strictly comply with all applicable United States federal, state and local laws,
regulations and ordinances, including, registration and bond posting requirements, rules and
other disclosure requirements; and (ii) Sorrent will either (A) permit only legal residents of
the United States to claim prizes or otherwise become winners of its Incentive-based Games or
(B) disable non-United States-based Users from being able to register for Incentive-based Games.
In addition, Sorrent will, at its expense, provide a free alternative means of entry for all
Incentive-based Games in which prizes are awarded, excluding games which the parties mutually
agree are games of skill, including, without limitation, an internet site that can be accessed
by anyone and that does not have any conditions to play. For example, to play the
Incentive-based Game in which prizes are awarded on an internet site, the player will not be
required to: (i) subscribe to a wireless telecommunications service; or (ii) be a member of a
club or other organization that requires the payment of fees or other consideration. If (i) the
parties are unable to mutually agree that a game is a game of skill and (ii) Sorrent does not
plan to offer an alternative means of entry to the game, Sorrent agrees that the game will not
be offered via the Sprint Wireless Network.



SIGNED:




	 	 	 	 	 	 	 	 	 	 	 
	Sprint Spectrum L.P.	 	 	 	Sorrent, Inc.	 	 
	 
	Signature:

	 	/s/ Jeff Hallock
 

	 	 
	 	Signature:
	 	/s/ Paul Zuzelo
 

	 	 
	Print Name:

	 	JEFF HALLOCK
	 	 	 	Print Name:
	 	Paul Zuzelo	 	 
	Title:

	 	SR. DIRECTOR
	 	 	 	Title:
	 	Exec. V.P. operations & CFO	 	 
	Date:

	 	3/31/03
	 	 	 	Date:
	 	March 28, 2003	 	 
	 

	 	 	 	 	 	Address:
	 	1810 Gateway Dr. Suite 200 San Mateo CA 94404	 	 







	 
	SPRINT SPECTRUM L.P. CONFIDENTIAL INFORMATION


	 
	Page 12







 









 





Exhibit A

 Premium Services Information




1. Address




Sorrent’s Address: Sorrent Inc., 1810 Gateway Drive, Suite 200, San Mateo, CA 94404

Remittance Address (if different from above):




2. Sorrent’s Primary Contact for Settlements




Name (Required): Paul Zuzelo

Title (Optional): Exec. V.P.Operations & CFO

Work Phone Number (Required): 650-571-1550 x102

Mobile Phone Number (Optional):

Fax Number (Optional): 650-571-5698

Email Address (Required): pzuzelo@sorrent.com




3. Sorrent’s Secondary Contact for Settlements




Name (Required): *****

Title (Optional):

Work Phone Number (Required): 650-571-1550 x*****

Mobile Phone Number (Optional):

Fax Number (Optional): 650-571-5698

Email Address (Required): *****




4. IRS Information




Sorrent name as it appears on U.S. federal tax return (if different from name specified in
the first paragraph of the Agreement): Sorrent address as it appears on U.S. federal tax return (if
different from first address specified in Section 1 of this Exhibit A):



Employer Identification Number (EIN): 91-2143667

Social Security Number (for sole proprietorships or individuals only):




Mark the applicable line that describes the tax structure of Sorrent’s business:


___ Sole Proprietorship

___ Partnership

XX Corporation




For corporations and other exempt entities, mark the applicable reason for Form 1099 reporting
exemption (this does not apply to partnerships, sole proprietorships, or individuals):


XX Entity is a corporation

___ Exempt from tax under Section 501 (a) or other Internal Revenue Code exemption

___ Entity is a federal, state or local government agency or instrumentality

___ Nonresident alien individual or foreign corporation, partnership, estate or trust.



 



***** The omitted portions of this exhibit have been filed with the Securities and Exchange
Commission pursuant to a request for confidential treatment under Rule 406 promulgated under
the Securities Act of 1933.




SPRINT SPECTRUM L.P. CONFIDENTIAL INFORMATION 




Page 13



 









 





FIRST AMENDMENT TO




WIRELESS INTERNET SERVICE AGREEMENT




BETWEEN




SPRINT SPECTRUM L.P.




AND




GLU MOBILE, INC.




This First Amendment (the “First Amendment”) to the Wireless Internet Service Agreement (the
“Agreement”) between Sprint Spectrum L.P. (“Sprint”) and Glu Mobile, Inc. (“Glu”) is made and
entered into by the parties as of January 1, 2006 (the “First Amendment Effective Date”). All
capitalized terms not otherwise defined herein will have the meanings ascribed to them in the
Agreement.



BACKGROUND





	A.	 	Sprint and Sorrent, Inc. entered into the Agreement on March 28, 2003.






	B.	 	Sorrent, Inc. changed its name to Glu Mobile Inc effective as of June 2, 2005.






	C.	 	The parties desire to amend the Agreement as set forth in this First Amendment.





SUBSTANTIVE PROVISIONS





	1.0	 	The parties agree to add the following definitions to Section 1, “Definitions”:






	 	1.1	 	“ * * * * * ”
means to * * * * *.
	 
	 	1.2	 	“ * * * * * ” means  * * * * * .





Page 1 of 3

Confidential Information

Sprint and Glu First Amendment Execution Copy





 









 






	2.0	 	The parties agree to enter into this First Amendment, with terms as follows:






	 	2.1	 	The term of this Amendment shall be twenty-six (26) weeks, beginning on the First
Amendment Effective Date and ending twenty-six (26) weeks after the First Amendment
Effective Date (the “Term of the First Amendment”).
	 
	 	2.2	 	Glu shall pay Sprint $***** no later than *****, for which Sprint shall
invoice Glu. Sprint will utilize this fund to establish a “Co-op Marketing Fund,” the
intent of which is to benefit both Glu and Sprint Examples of uses for the Co-op Marketing
Fund may include the development of alternative distribution channels, marketing research,
and the purchase of Early Handsets, Upon reasonable request by Glu, Sprint shall supply
adequate verification of the use of such Co-op Marketing Funds in direct support of Glu
and Sprint.
	 
	 	2.3	 	Glu agrees to spend $***** in advertising to promote the Sprint brand in
conjunction with Glu mobile game advertising and/or marketing during the Term of the First
Amendment. Glu will work with Sprint to determine the best, most creative and effective
way to use these funds.
	 
	 	2.4	 	Sprint agrees to *****
during the Term of the First Amendment.*****
	 
	 	2.5	 	***** during the Term of the First Amendment. *****
	 
	 	2.6	 	Sprint shall ***** during the Term of the First Amendment.






	3.0	 	This First Amendment may be signed in counterparts, by facsimile or otherwise, each of which
will be deemed an original and all of which together will constitute one and the same
document.
	 
	4.0	 	Except as specifically changed in this First Amendment, all terms and conditions of the
Agreement remain unchanged. This First Amendment sets forth the entire understanding of the
parties as to the subject matter of this First Amendment and supersedes all prior agreements,
discussions, and correspondence pertaining to the subject matter of
this First Amendment. In
the event of an express conflict between the terms and conditions of this First Amendment and
the terms and conditions of the Agreement, the terms and conditions of this First Amendment
will control.






 



***** The omitted portions of this exhibit have been filed with the Securities and Exchange
Commission pursuant to a request for confidential treatment under Rule 406 promulgated under
the Securities Act of 1933.




[Signature Page Follows]




Page 2 of 3

Confidential Information

Sprint and Glu First Amendment Execution Copy




 









 





SIGNED:




	 	 	 	 	 
	Sprint Spectrum L.P.

	 	 	 	Glu Mobile Inc.
	 
	 	 	 	 
	/s/
Thad Langford

	 	 	 	/s/ Paul Zuzelo
	 

	 	 	 	 
	(signature)

	 	 	 	(signature)
	 
	 	 	 	 
	Thad Langford

	 	 	 	Paul Zuzelo
	 

	 	 	 	 
	Print Name

	 	 	 	Print Name
	 
	 	 	 	 
	3/20/2006

	 	 	 	3/17/06
	 

	 	 	 	 
	Date

	 	 	 	Date






Page 3 of 3

Confidential Information

Sprint and Glu First Amendment Execution Copy




 









 








SECOND AMENDMENT TO




WIRE-LESS INTERNET SERVICE AGREEMENT




BETWEEN




SPRINT SPECTRUM L.P.




AND




GLU MOBILE INC.



This Second Amendment (the “Second Amendment”) to the Wireless Internet Service Agreement (the
“Agreement”) between Sprint Spectrum L.P. (“Sprint”) and Glu Mobile Inc. (“Glu”) is made and
entered into by the parties as of August 28, 2006 (the “Second Amendment Effective Date”). All
capitalized terms not otherwise defined herein will have the meanings ascribed to them in the
Agreement.



BACKGROUND





	A.	 	Sprint and Sorrent Inc. entered into the Agreement on March 28, 2003.
	 
	B.	 	Sorrent Inc. changed its name to Glu Mobile Inc. effective as of June 2, 2005.
	 
	C.	 	Sprint and Glu entered into a First Amendment to the Agreement on January 1, 2006 and the
parties desire to further amend the Agreement as set forth in this Second Amendment.





SUBSTANTIVE FROVISIONS 





	1.0	 	The parties agree to add the following definitions to Section 1, “Definitions”;






	 	1.1	 	“Adjustment” means a refund or reduction to a charge for Premium Services
reasonably made by Biller at a User’s request based on performance or other issues
arising from the Premium Services. Only Biller is authorized to make Adjustments to
Premium Services charges.
	 
	 	1.2	 	“Billed Revenue” is defined as the charges,
consistent with Section 3.2 B, that
Biller invoices to Users (excluding any applicable transaction taxes) for the use of
Premium Services net of all Adjustments.
	 
	 	1.3	 	“Biller” means Sprint, or as applicable, its billing agent, the Sprint
Affiliates or Sprint’s private label customers who may invoice Users for the use of
Premium Services.
	 
	 	1.4	 	“Enhancement” means any change, modification, update or enhancement to the Glu
Mobile Services.
	 
	 	1.5	 	“Game” means a software program utilizing Java programming language that is a
game.





Page 1 of 3

Confidential Information

Sprint and Glu Second Amendment Execution Copy




 









 






	 	1.6	 	“Java Application” means a software program utilizing Java programming language that is not a game.




The parties agree to enter into this Second Amendment, with terms as follows:





	2.0	 	Section 2.1 of the Agreement shall be deleted entirely and replaced by the following:
	 
	 	 	“This Agreement is for the provision of Glu Mobile Services to Users with Handsets via
transmission by Sprint across the Sprint Wireless Network. Glu Mobile may make Enhancements
if: (a) the Enhancement complies with all requirements in this Agreement; and (b) the Glu
Mobile Services continue to include the minimum applications described below. The Glu
Mobile Services for Handsets will be provided in formats as may be required by Sprint as
specified in the Sprint style guide or as may be developed by Glu Mobile and approved by
Sprint during the Term. The Glu Mobile Services will include, at a minimum, the following
applications:






	 	•	 	Games to include Dura Trax Mobile RC, Wild 8 Ball and additional titles TBD
	 
	 	•	 	World Series of Poker Player Advisor Java Application (“WSOP Java Application”),”






	3.0	 	Section 3.2 C of the Agreement shall be deleted entirely and replaced with the following:
	 
	 	 	“Except as otherwise provided In this Section 3.2 C, Glu Mobile will receive *****% of the
Billed Revenue for all Premium Services, including without limitation Games (net of
Adjustments that are attributable to Glu Mobile), and Sprint will receive *****% of the Billed
Revenue for all Premium Services, including without limitation Games. For the WSOP Java
Application, Glu Mobile will receive *****% of the Billed Revenue (net of Adjustments that are
attributable to Glu Mobile) and Sprint will receive *****% of the Billed Revenue.
Notwithstanding the above, on or following the date which is six (6) months from the date of
the commercial launch of the WSOP Java Application, (i) the parties may jointly review Glu
Mobile’s marketing activity for the six (6) months beginning on the date of the commercial
launch of the WSOP Java Application, and Glu Mobile’s proposed marketing activity for the
next six (6) months, for the WSOP Java Application and should Sprint reasonably determine in
good faith that such marketing activity and success is significantly below the parties’
joint expectations at the commercial launch of the WSOP Java Application, then Sprint shall
notify Glu Mobile of such determination. Should Sprint so notify Glu Mobile, beginning from
the date of receipt by Glu Mobile of such notice, and continuing through the end of the Term
of the Agreement, Glu Mobile will receive *****% of the Billed Revenue (net of Adjustments that
are attributable to Glu Mobile) and Sprint will receive *****% of the Billed Revenue for the
WSOP Java Application. However, if Glu Mobile’s revenue share is adjusted to *****% of Billed
Revenue, upon request from Glu Mobile, Sprint shall immediately remove the WSOP Java
Application and cease all sales of the WSOP Java Application.”






 



***** The omitted portions of this exhibit have been filed with the Securities and Exchange
Commission pursuant to a request for confidential treatment under Rule 406 promulgated under
the Securities Act of 1933.




Page 2 of 3

Confidential Information

Sprint and Glu Second Amendment Execution Copy




 









 

\




	4.0	 	Notwithstanding anything to the contrary contained in Section 4.1 of the Agreement, Glu
Mobile and Sprint hereby agree to extend and renew the Agreement for the period through and
including August 28, 2007 (a “Renewal Term” within the meaning of the Agreement).
Thereafter, this Agreement will automatically extend on a monthly basis until terminated by
either party with at least 30 days prior written notice.
	 
	5.0	 	This Second Amendment may be signed in counterparts, by facsimile or otherwise, each of which
will be deemed an original and all of which together will constitute one and the same
document.
	 
	6.0	 	Except as specifically changed in this Second Amendment, all terms and conditions of the
Agreement remain unchanged. This Second Amendment sets forth the entire understanding of the
parties as to the subject matter of this Second Amendment and supersedes all prior
agreements, discussions, and correspondence pertaining to the subject matter of this Second
Amendment. In the event of an express conflict between the terms and conditions of this
Second Amendment and the terms and conditions of the Agreement, the terms and conditions of
this Second Amendment will control.





SIGNED:




	 	 	 	 	 
	Sprint Spectrum L.P.

	 	 	 	Glu Mobile Inc.
	 
	 	 	 	 
	/s/ Paul S. Reddick

	 	 	 	/s/ Albert A. Pimentel
	 

	 	 	 	 
	(signature)

	 	 	 	(signature)
	 
	 	 	 	 
	Paul S. Reddick

	 	 	 	Albert A. Pimentel
	 

	 	 	 	 
	Print Name

	 	 	 	Print Name
	 
	 	 	 	 
	September 21, 2006

	 	 	 	August 28, 2006
	 

	 	 	 	 
	Date

	 	 	 	Date






Page 3 of 3

Confidential Information

Sprint and Glu Second Amendment Execution Copy




 









 








THIRD AMENDMENT TO




WIRELESS INTERNET SERVICE AGREEMENT




BETWEEN




SPRINT SPECTRUM L.P.




AND




GLU MOBILE INC.



This Third Amendment (the “Third Amendment”) to the Wireless Internet Service Agreement (as
amended, the “Agreement”) between Sprint Spectrum L.P. (“Sprint”) and Glu Mobile, Inc. (“Glu”) is
made and entered into by the parties as of November 30, 2006 (the “Third Amendment Effective
Date”). All capitalized terms not otherwise defined herein will have the meanings ascribed to them
in the Agreement.




BACKGROUND



A. Sprint and Sorrent, Inc. entered into the Agreement on March 28, 2003.




B. Sorrent, Inc. changed its name to Glu Mobile Inc. effective as of June 2, 2005.



C. Sprint and Glu entered into a First Amendment to the Agreement on January 1, 2006 and a Second
Amendment to the Agreement on August 28, 2006, and the parties desire to further amend the
Agreement as set forth in this Third Amendment.




SUBSTANTIVE PROVISIONS





	1.0	 	The parties agree to enter into this Third Amendment, with terms as follows:






	 	1.1	 	The term of this Amendment shall be twenty-six (26) weeks, beginning on July 1,
2006 and ending December 31, 2006 (the “Term of the Third Amendment”).
	 
	 	1.2	 	Glu shall pay Sprint $***** no later than *****, for which
Sprint shall invoice Glu. Sprint will utilize this fund for co-op marketing purposes
which may include marketing, marketing research, hardware development, contactor
support and the purchase of Early Handsets from device manufacturers.
	 
	 	1.3	 	Sprint agrees to ***** during the Term of the Third
Amendment. *****.







 



***** The omitted portions of this exhibit have been filed with the Securities and Exchange
Commission pursuant to a request for confidential treatment under Rule 406 promulgated under
the Securities Act of 1933.



Page 1 of 2

Confidential Information 

Sprint and Glu Third Amendment Execution Copy




 









 









	 	1.4	 	Sprint will make reasonable efforts to ***** during the Term of the Third
Amendment.*****.
	 
	 	1.5	 	Sprint shall make reasonable efforts to ***** during the Term of the Third
Amendment.






	2.0	 	This Third Amendment may be signed in counterparts, by facsimile or otherwise, each of which
will be deemed an original and all of which together will constitute one and the same
document.
	 
	3.0	 	Except as specifically changed in this Third Amendment, all terms and conditions of the
Agreement remain unchanged. This Third Amendment sets forth the entire understanding of the
parties as to the subject matter of this Third Amendment and supersedes all prior agreements,
discussions, and correspondence pertaining to the subject matter of this Third Amendment. In
the event of an express conflict between the terms and conditions of this Third Amendment and
the terms and conditions of the Agreement, the terms and conditions of this Third Amendment
will control.





SIGNED:




	 	 	 	 	 
	Sprint Spectrum L.P.

	 	 	 	Glu Mobile Inc.
	 
	 	 	 	 
	/s/ Paul S. Reddick

	 	 	 	/s/ Albert A. Pimentel
	 

	 	 	 	 
	(signature)

	 	 	 	(signature)
	 
	 	 	 	 
	Paul S. Reddick

	 	 	 	Albert A. Pimentel
	 

	 	 	 	 
	Print Name

	 	 	 	Print Name
	 
	 	 	 	 
	12/8/06

	 	 	 	12/05/06
	 

	 	 	 	 
	Date

	 	 	 	Date






 



***** The omitted portions of this exhibit have been filed with the Securities and Exchange
Commission pursuant to a request for confidential treatment under Rule 406 promulgated under
the Securities Act of 1933.




Page 2 of 2

Confidential Information 

Sprint and Glu Third Amendment Execution Copy