**CONFIDENTIAL TREATMENT REQUESTED** Exhibit 10.11(a) Redacted
**MASTER PURCHASE AGREEMENT**
THIS MASTER PURCHASE AGREEMENT (this “Agreement”), effective as of March 14th,2002 (the “Effective Date”), is entered into by and between Ericsson Inc., aDelaware corporation (“Ericsson”), and Rural Cellular Corporation, a Minnesotacorporation, having a place of business at 3905 Dakota Street, Alexandria, MN56308 (“Customer”).
WHEREAS, Customer desires to retain a qualified supplier to provide productsand services from time to time with respect to various projects of Customer;and
WHEREAS, Customer and Ericsson have agreed that the business structureestablished pursuant to this Agreement will achieve the objectives contemplatedby the parties in establishing a flexible framework governing the standardterms and conditions upon which Ericsson will provide to Customer, and Customerwill purchase from Ericsson, those certain specified products and services.
NOW, THEREFORE, Ericsson and Customer hereby agree as follows:
1. Scope of Agreement. This Agreement establishes the standard terms andconditions that will apply to products and services provided by Ericssonto Customer as mutually agreed upon from time to time by Ericsson andCustomer in a written statement of work entered into by Ericsson andCustomer (a “Statement of Work”) pursuant to the provisions of thisAgreement. 2. Term. The term of this Agreement will commence on the Effective Date andwill continue for a period of four (4) years, unless sooner terminated orfurther extended in accordance with the provisions hereof. This Agreementwill automatically extend for successive one (1) year periods unlesseither party provides to the other party a written notice of terminationno less than sixty (60) days prior to the expiration of the then existingterm. Notwithstanding the expiration or termination of this Agreement forany reason, each Statement of Work entered into (or purchase order issuedby Customer and accepted by Ericsson) prior to the date of such expirationor termination will remain in full force and effect in accordance with theprovisions thereof, including each of the provisions of this Agreementincorporated by reference into such Statement of Work or purchase order. 3. Statement of Work. All products and services provided by Ericsson toCustomer pursuant to this Agreement may be so provided in accordance withthe Statements of Work entered into by Ericsson and Customer from time totime during the term of this Agreement, each of which will, at a minimum,include the following:
 (a) A reference to this Agreement, which reference will be deemedto incorporate all applicable provisions of this Agreement.  (b) The date as of which the applicable Statement of Work will beeffective, and, if applicable, the term or period of time duringwhich Ericsson will provide the applicable products and services toCustomer pursuant to that Statement of Work.
*Information omitted and filed separately with the Securities and ExchangeCommission pursuant to a request for confidential treatment.
 

 

 (c) A description of the products and services to be provided byEricsson to Customer pursuant to that Statement of Work, including,but not limited to, the deliverables to be provided as part of theapplicable products and services pursuant to that Statement of Work.  (d) A designation of the individual who will have managementresponsibility for Ericsson and Customer, respectively, inconnection with that Statement of Work.  (e) The amounts payable to Ericsson by Customer for the productsand services to be provided under the applicable Statement of Work,the basis on which such amounts will be determined, and the scheduleon which such amounts will be invoiced to Customer by Ericsson.  (f) Any additional provisions applicable to the products andservices provided under that Statement of Work that are nototherwise set forth in this Agreement or that are exceptions to theprovisions set forth in this Agreement.
  A form of statement of work is attached hereto as Exhibit A. NoStatement of Work will become effective until it has been executed by anauthorized representative of both Ericsson and Customer. 4. Purchase Order. From time to time during the term of this Agreement,Customer will issue a purchase order to Ericsson for the purchase of theproducts and services hereunder. Such purchase order will include at leastthe following information: (a) reference to this Agreement, (b) Customer’spurchase order number, (c) description of the products and services to bepurchased by Customer from Ericsson, (d) applicable prices, (e) locationto which the products are to be shipped, (f) requested delivery date, and(g) location to which invoice(s) will be rendered for payment. Uponreceipt of such purchase order, Ericsson will promptly notify Customer ofEricsson’s acceptance .or rejection (together with a reasonableexplanation for any such rejection) of such purchase order; provided thatEricsson will use its good faith efforts to accept each such purchaseorder issued by Customer. 5. Purchase Commitment. Customer hereby projects that during the four-yearperiod that commences on the Effective Date, Customer expects to purchasefrom Ericsson hereunder at least * (*) of TDMA equipment (includinghardware and software) and related services for the purpose ofimplementing digital service in the Customer network located in theNorthwest region. Based on such projection, Customer hereby agrees thatduring such four-year period, Customer will purchase from Ericssonhereunder at least * (*) of TDMA equipment (including hardware andsoftware) and related services for the purpose of implementing digitalservice in the Customer network located in the Northwest region, asfollows:
 (a) A minimum of * (*) per year in the first three years of suchfour-year period; and  (b) A minimum of * (*) in the fourth year of such four-yearperiod.
*Information omitted and filed separately with the Securities and ExchangeCommission pursuant to a request for confidential treatment.
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  If and to the extent that Customer falls to purchase the minimum amountin any year, Customer will pay to Ericsson a sum equal to * of any suchshortfall.   For avoidance doubt, each purchase order issued by Customer and acceptedby Ericsson pursuant to that certain letter agreement, dated as ofSeptember 4, 2001, between the parties prior to the Effective Date ofthis Agreement (and the purchase orders listed in Exhibit D hereto) willbe subject to the terms and conditions of this Agreement and will counttoward Customer’s purchase commitment set forth above in this Section 5.   At the end of each calendar quarter, Ericsson will provide Customer witha report of the total purchase of TDMA equipment (including hardware andsoftware) then already made by Customer hereunder during such calendarquarter and during the calendar year at that time. 6. Strategic Alliance Initiative. Ericsson and Customer agree to worktogether in good faith to form a strategic alliance initiative to provideenhanced wireless solutions to Customer’s customers and partners. 7. Incentive. During the period commencing on the Effective Date and endingon December 31, 2002 (the “Incentive Period”), for each handset purchasedby Customer from Ericsson or Sony Ericsson Mobile Communications (USA)Inc., Ericsson will issue to Customer a credit of * (*) from Ericsson forCustomer’s purchase of TDMA infrastructure hardware and softwarehereunder, which credit will be applied in accordance with Exhibit C.Ericsson and Customer will negotiate in good faith to mutually agree inwriting upon any incentive that may be available to Customer after theIncentive Period. 8. Future Generation Incentives for TDMA Commitment. Ericsson recognizesCustomer’s needs to maximize the return on its investment on its purchaseof the TDMA equipment. Accordingly, in the event that Customer desires todeploy third generation or later wireless technology products (“FutureGeneration Products”), the parties will meet and use good faith efforts tonegotiate a new master purchase agreement with mutually beneficial termsand pricing for such Future Generation Products. In their negotiation ofsuch terms and pricing, the parties will mutually agree upon the amount ofadditional incentives to be provided by Ericsson to Customer for itspurchase of Future Generation Products from Ericsson, taking into accountrelevant factors, such as: (i) the total amount of TDMA equipment thenalready purchased by Customer from Ericsson under this Agreement, and (ii)the amount of Future Generation Products to be purchased by Customer fromEricsson. For example, Ericsson may offer to Customer an additionalincentive (e.g., additional pricing discounts) for Customer’s purchase ofmutually agreed amount of Future Generation Products from Ericsson, andsuch incentive may be equivalent to a mutually agreed percentage (*) ofthe total purchase of the TDMA equipment then already made by Customerfrom Ericsson under this Agreement. 9. Conflicts. In the event of any express conflict or inconsistency betweenthe provisions of this Agreement and the provisions of any Statement ofWork or purchase order, the
*Information omitted and filed separately with the Securities and ExchangeCommission pursuant to a request for confidential treatment.
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  provisions of this Agreement will control with respect to theinterpretation of that Statement of Work or purchase order, except withrespect to the warranty provisions relating to the Product (in which casethe provisions of the Statement of Work will prevail over those of thisAgreement). 10. Products. With respect to each product provided by Ericsson to Customerhereunder (the “Product”), Ericsson will deliver the Product to Customer,F.O.B., Customer’s facilities (or such other facilities contracted byCustomer), no later than the date mutually agreed in writing by theparties. Title and risk of loss or damage to the Product will pass toCustomer upon Ericsson’s delivery to Customer. Notwithstanding theforegoing, Customer hereby grants to Seller a lien on and a securityinterest (which, to the fullest extent permitted by law, shall be deemedto be a purchase money security interest) in and to each such Product andany and all proceeds thereof to secure the payment in full of the purchaseprice for such Product. Customer agrees to cooperate with Ericsson tocreate, preserve, perfect or validate such lien and security interest inany jurisdiction, and Ericsson may at any time file a copy of thisAgreement as a financing statement with any filing office in anyjurisdiction. 11. Software**.**With respect to the software components of the Product (the“Software”), Ericsson hereby grants to Customer, and Customer herebyaccepts from Ericsson, a non-exclusive and nontransferable license to usethe object code of the Software solely as an integral part of and for theoperation of the Product in which the Software is originally embedded andfor no other purposes, subject to the following use provisions:
 (a) The Software and related documentation (including all copiesthereof) shall remain Ericsson’s exclusive property.  (b) Customer may not reverse engineer, decompile or otherwisederive the source code from the object code of the Software.  (c) Customer may not merge the Software with other softwarecomputer program materials to form a derivative work or otherwisemodify or alter the Software in any manner whatsoever.  (d) Customer may make only one copy of the Software solely forbackup purpose.
  The provisions of this Section will survive the expiration or terminationof this Agreement for any reason. 12. Prices and Fees. With respect to the products and services to beprovided by Ericsson to Customer as set forth in the Statement of Work orpurchase order accepted by Ericsson, Customer will pay to Ericsson theprices and fees set forth in the Statement of Work or purchase order.Unless otherwise mutually agreed in writing by the parties in theapplicable Statement of Work or purchase order accepted by Ericsson, thepurchase prices of certain products and services which may be purchased byCustomer from Ericsson hereunder are set forth in Exhibit B. From time totime during the term of this
*Information omitted and filed separately with the Securities and ExchangeCommission pursuant to a request for confidential treatment.
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  Agreement, the parties may mutually agree in writing to amend, modify orsupplement Exhibit B. 13. [Intentionally Omitted.] 14. Taxes. Customer will be responsible for, and will pay or reimburseEricsson for, any sales, use, excise or other taxes, however designated orlevied (excluding any taxes paid by Ericsson based on its profits), basedupon this Agreement, any amounts payable to Ericsson hereunder, or anyservices, systems, materials or goods provided to Customer hereunder ortheir use. 15. Invoicing and Payment. Unless otherwise provided in the applicableStatement of Work, Ericsson will invoice Customer for the applicableproducts and services upon delivery or performance thereof. Each suchinvoice will be due and payable to Ericsson within thirty days from thedate of the invoice. Any sum due to Ericsson hereunder that is not paidwhen due will bear interest thereafter until paid at a rate equal to thelesser of 1.5% per month or the maximum rate allowed by applicable law. 16. Warranty. Ericsson warrants and agrees that it will perform the serviceshereunder in a good and workmanlike manner. The foregoing warranty is fora warranty period of * following the date of performance. In addition,Ericsson warrants that (i) Ericsson has all right, title and ownershipinterests and/or licenses necessary to perform its obligations under thisAgreement, and the products sold by Ericsson hereunder will be free andclear of any and all liens, encumbrances or security interests of anythird party, and (ii) with respect to each product provided by Ericssonhereunder that is manufactured by Ericsson, such product will, for awarranty period of * following (i) Ericsson’s delivery of the product (ifEricsson does not install the product), or (ii) Ericsson’s installation ofthe product (if Ericsson installs the product), perform in substantialaccordance with the applicable specifications, and (iii) with respect toeach product provided by Ericsson hereunder that is not manufactured byEricsson, Ericsson will assign any and all warranties with respect to suchproduct if and to the extent allowed by the manufacturer or supplier ofsuch product EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, THERE ARE NO,AND ERICSSON HEREBY DISCLAIMS ALL, OTHER WARRANTIES, WHETHER IMPLIED,EXPRESS OR STATUTORY, WITH RESPECT TO THE PRODUCTS AND SERVICES PROVIDEDTO CUSTOMER HEREUNDER, INCLUDING WITHOUT LIMITATION WARRANTY OFMERCHANTABILITY OR FITNESS FOR A PARTICULAR USE. 17. Rights in Work Products. Each party’s rights in and to the work productsto be developed and provided by Ericsson under this Agreement are setforth in the Statement of Work. Unless otherwise set forth in theapplicable Statement of Work, Ericsson will have exclusive ownership ofsuch work products, and Customer will have a non-exclusive,non-transferable license to use such work products as contemplated by suchStatement of Work.
*Information omitted and filed separately with the Securities and ExchangeCommission pursuant to a request for confidential treatment.
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18. Confidentially. Each party agrees that all confidential documents, workproduct and information (including all computer code and relatedmaterials) received or otherwise obtained from the other party pursuant tothis Agreement, whether before or after the Effective Date, will be, andwill be deemed to have been, received in confidence and will be used onlyfor the purpose of carrying out the obligations of, or as otherwisecontemplated by, this Agreement. Without the other party’s prior writtenconsent, neither party may disclose any such information to any thirdparty, and each party will disclose such information only to such of itsofficers, employees and agents that have a need to know such informationfor the purposes contemplated hereby. However the provisions of thisSection will not apply to any such information that (i) is or becomesgenerally available to the public without the fault or negligence ofeither party, (ii) is already in the possession of the receiving partywithout being subject to another confidentiality obligation, (iii) is orbecomes available to the receiving party on a non-confidential basis froma source other than the disclosing party; provided that such source is notbound by a confidentiality obligation of the disclosing party, (iv)required to be disclosed pursuant to an arbitration proceeding conductedin accordance with this Agreement, or (v) is required to be disclosedpursuant to a requirement of any governmental authority of any statute,rule or regulation; provided that the party required to disclose suchinformation of the other party provide to the other party notice of suchrequirement of any such disclosure and cooperates with the other party toprevent or restrict any such disclosure to the extent allowed byapplicable law. 19. Limitation of Liability. Any liability of Ericsson arising from orrelating to this Agreement, whether based on contract, warranty, equity,indemnity, tort (including Ericsson’s negligence), intended conduct,strict liability, or otherwise will be limited to Customer’s actual,direct damages, and the amount of damages recoverable against Ericsson forall events, acts or omissions shall not exceed, in the aggregate, theprices or fees then already paid by Customer to Ericsson under theapplicable Statement of Work or purchase order for the products orservices that give rise to such liability**.**In no event shall either partybe liable for any special, incidental, indirect or consequential damagesin connection with this Agreement, whether based on action or claim incontract, warranty, equity, indemnity, tort (including negligence),intended conduct, strict liability or otherwise, even if such damages areforeseeable. 20. Termination. Either party may terminate this Agreement upon thirty days’written notice to the other party if such party breaches in any materialrespect any of the terms of this Agreement (except for payment default)and such breach remains uncured at the end of the thirty day noticeperiod. In the event that Customer defaults in the payment when due of anyamount due to Ericsson hereunder and does not cure the default within ten(10) business days after being given written notice specifying thedefault, then Ericsson may, by giving written notice thereof to Customerat any time thereafter and before the default is cured, terminate thisAgreement or any Statement of Work or purchase order as of the datespecified in the notice of termination.
*Information omitted and filed separately with the Securities and ExchangeCommission pursuant to a request for confidential treatment.
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21. Notice. Any notices pursuant to this Agreement shall be in writing andshall be sent to the parties at the following address or at such otheraddresses as shall be specified by the parties by like notice:            If to Ericsson: If to Customer:     Ericsson Inc. Rural Cellular Corporation 6300 Legacy Drive 3905 Dakota Street Plano, Texas 75024 Alexandria, MN 56308 Attention: Director — Independent Accounts Attention: President     With a copy to: With a copy to:     Ericsson Inc, Rural Cellular Corporation 6300 Legacy Drive 302 Mountain View Drive Plano, Texas 75024 Colchester, VT 05446 Attention: Legal Department Attention: Legal Services Department
  Such notices or other communications shall be deemed to have been dulygiven and received (i) on the day of sending if sent by personaldelivery, cable, telegram, facsimile transmission or telex, (ii) on thenext business day after the day of sending if sent by Federal Express orother similar express delivery service, or (iii) on the fifth calendarday after the day of sending if sent by registered or certified mail(return receipt requested). 22. Dispute Resolution. Any disputes arising under or relating to thisAgreement shall be resolved in accordance with the Commercial ArbitrationRules of the American Arbitration Association. Arbitration shall be heldin the City of New York, New York, or such other place as the parties mayagree and shall include an award of attorneys’ fees (and the amount ofsuch fees) to the prevailing party. The arbitrators’ award shall be finaland binding, and judgment thereon may be entered in any court havingjurisdiction over the party against which enforcement is sought; providedthat any such award rendered by the arbitrators shall be strictly inconformance to and in accordance with the terms and conditions of thisAgreement including without limitation the limitation of liability provisions containedherein. Other than those matters involving injunctive relief as a remedyor any action necessary to enforce the award of the arbitrators, theparties agree that the provisions of this Section are a complete defenseto any suit, action or other proceedings instituted in any court or beforeany administrative tribunal with respect to any dispute or controversyarising under or relating to this Agreement. Nothing in this Section shallprevent either party from exercising its rights to terminate thisAgreement as specified herein. The provisions of this Section shallsurvive the expiration or termination of this Agreement for any reason. 23. Media Releases. All media releases, public announcements and publicdisclosures by either party relating to this Agreement or any Statement ofWork or the subject matter of this Agreement or any Statement of Work,including, without limitation, promotional or marketing material but notincluding any announcement intended solely for internal
*Information omitted and filed separately with the Securities and ExchangeCommission pursuant to a request for confidential treatment.
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  distribution or any disclosure required by legal, accounting orregulatory requirements beyond the reasonable control of the party, willbe coordinated with and subject to the final approval by both partiesprior to release. 24. Force Majeure. Each party will be excused from performance hereunder(except for payment obligation) for any period and to the extent that itis prevented from such performance, in whole or in part, as a result ofdelays caused by the other party or an act of God, natural disaster, war,civil disturbance, court order, labor dispute, third partynon-performance, or other cause beyond its reasonable control and which itcould not have prevented by reasonable precautions, including failures orfluctuations in electrical power, heat, light, air conditioning ortelecommunications equipment, and such non-performance will not be adefault hereunder or a ground for termination hereof. 25. Relationship. The relationship between Customer and Ericsson is that ofindependent contractor. This Agreement does not create anyemployer-employee, agency, joint venture, or partnership relationshipbetween Customer and Ericsson. Ericsson shall exercise control over themeans and manner of the performance of services pursuant to thisAgreement. No employee, agent, or assistant of Ericsson, or other personparticipating on Ericsson’s behalf, shall be considered an employee ofCustomer or entitled to any employment fringe benefits of Customer. 26. Miscellaneous. This Agreement shall be governed by the laws of the Stateof New York, other than the choice of law rules. Neither party may assignthis Agreement without the other party’s prior written consent; exceptthat by providing the other party with a prior written notice thereof,either party may assign this Agreement to any corporation or partnershipthat controls, is controlled by, or is under common control with theassigning party or to any corporation that results from a merger orconsolidation with the assigning party or that acquires substantially allof the assigning party’s assets as a going concern, without the otherparty’s consent. As used in the preceding sentence, “control” and itsderivatives mean with respect to any entity the legal, beneficial orequitable ownership, directly or indirectly, of fifty percent (50%) ormore of the voting capital stock (or other ownership interest, if not acorporation) of such entity. The provisions of this Agreement shall beseverable, and if any provisions shall be held unenforceable the remainingprovisions shall remain in full force and effect. Expiration ortermination of this Agreement for any reason shall not release eitherparty from any liability or obligation set forth in this Agreement which(i) the parties have expressly agreed will survive any such expiration ortermination, or (ii) remain to be performed or by their nature would beintended to be applicable following such expiration or termination. ThisAgreement, each Statement of Work, and all exhibits attached hereto orthereto, each of which is hereby incorporated herein or therein, asapplicable, for all purposes, constitute, as of the Effective Date or theeffective date of the applicable Statement of Work, as applicable, theentire agreement between Ericsson and Customer with respect to the subjectmatter hereof and thereof, and there are no understandings or agreementsrelative hereto or thereto that are not fully expressed herein or therein.Any other terms or conditions included in any quotes, acknowledgments,bills of lading, purchase orders, invoices or other forms utilized orexchanged by the parties hereto that are in addition to or in
*Information omitted and filed separately with the Securities and ExchangeCommission pursuant to a request for confidential treatment.
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conflict with those set forth in this Agreement or the applicableStatement of Work will be of no force or effect and will not beincorporated herein or be binding unless specifically and expresslyagreed to in writing by both parties. No change, waiver or discharge willbe valid unless in writing signed by an authorized representative of theparty against whom such change, waiver or discharge is sought to beenforced. Each party, by executing this Agreement, represents, andwarrants that all necessary corporate or other authority to execute theAgreement has been obtained and that the person signing the Agreement isauthorized to do so and thereby bind that party.
IN WITNESS WHEREOF, the parties to this Agreement have caused their authorizedrepresentatives to execute this Agreement as of the Effective Date.       **ERICSSON INC.** **RURAL CELLULAR CORPORATION**       By:   By:             Name:   Name:             Title:   Title:         EXHIBITS:  *Exhibit A Form – Statement of Work*Exhibit B Price List*Exhibit C Application of Incentive*Exhibit D Purchase Orders
*Information omitted and filed separately with the Securities and ExchangeCommission pursuant to a request for confidential treatment.
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