Exhibit 10.34
  
 IT MASTER SERVICES AGREEMENT
 Effective Date SPRINT SOLUTIONS, INC Sprint CLEARWIRE COMMUNICATIONS LLC Clearwire
 BACKGROUND
 TAPM
   General
 Definitions.
 Affiliate
 Agreement Section 1(b)
 Competitor of Sprint
 Control
 Controlled Affiliate
  SPRINT
AND CLEARWIRE CONFIDENTIAL INFORMATION  RESTRICTED
 1




---



##### 



Execution Date
 Fair Market Value (or FMV)
 Fully Allocated Cost FAC
 Group
 Midpoint or MP
 Clearwire Group
 Person
 Platform
 Sprint Group
 Sprint Cost(s)
 Third Party
 Services. Services Agreement  Statement of Work  SOW 
    SPRINT
AND CLEARWIRE CONFIDENTIAL INFORMATION  RESTRICTED
 2




---



##### 



Performance. .
 Additional Services. Additional
Services
 Modification of Services.
 Third Party Software Licenses.
 SPRINT
AND CLEARWIRE CONFIDENTIAL INFORMATION  RESTRICTED
 3




---



##### 



Exclusions.
 Financial Terms
 Fees and Invoices
 Fees Section 5
        SPRINT
AND CLEARWIRE CONFIDENTIAL INFORMATION  RESTRICTED
 4




---



##### 



Section 2(a) Section 5 Section 17 Notice Section 17
 Non-Income Taxes. Non-Income Taxes   Tax 
 SPRINT
AND CLEARWIRE CONFIDENTIAL INFORMATION  RESTRICTED
 5




---



##### 



Expense Reimbursement.
  Records.
 Sprint Records.
 Clearwire Records.
 Audits.
 Clearwire Audit  Charges Section 2(d)
 Sprint Audit  Software. Section 1(f)
 SPRINT
AND CLEARWIRE CONFIDENTIAL INFORMATION  RESTRICTED
 6




---



##### 



Term
 Term. Effective Date Initial Term Section 16(c) Renewal Term Section 16 Term
 SOWs Continue in Effect.
 Confidential Information. Confidential Information
 Dispute Resolution
 General. Section 5(d)
 SPRINT
AND CLEARWIRE CONFIDENTIAL INFORMATION  RESTRICTED
 7




---



##### 



Section 5(c)
 Section 5(b) Subsection 5(a)(iv)
 Section 5 Section 5(a)(iv)
   Initial Resolution. Section 5(e)
 Arbitration. Section 5(b) CPR
 SPRINT
AND CLEARWIRE CONFIDENTIAL INFORMATION  RESTRICTED
 8




---



##### 



Injunctive Relief. Section 4
 Materiality Threshold. Section 5
 Relationship of Parties
 Independent Contractors.
 No Performance.
 Force Majeure
 Section 2(c)
 Indemnification
 Indemnification by Sprint. Clearwire
Indemnitee Losses
 SPRINT
AND CLEARWIRE CONFIDENTIAL INFORMATION  RESTRICTED
 9




---



##### 



Section 5 Section 8(a))
 Indemnification by Clearwire. Sprint Indemnitee
 Intellectual Property Indemnification Section 8(c)
     SPRINT
AND CLEARWIRE CONFIDENTIAL INFORMATION  RESTRICTED
 10




---



##### 



Indemnification Procedures.
 Indemnitee Indemnitor
  Section 8(d)(ii)
   Warranties
 Mutual Representations and Warranties.
  SPRINT
AND CLEARWIRE CONFIDENTIAL INFORMATION  RESTRICTED
 11




---



##### 



General Warranties
 Disclaimer of Warranties. EXCEPT AS OTHERWISE STATED IN THIS AGREEMENT OR EXCEPT FOR ANY
EXPRESS WARRANTIES AGREED TO IN A STATEMENT OF WORK, SPRINT MAKES NO WARRANTIES EXPRESS OR IMPLIED,
IN CONNECTION WITH ANY GOODS OR SERVICES PROVIDED TO CLEARWIRE UNDER THIS AGREEMENT.
 Limitation of Liability
 Direct Damages.
   Section 4
 Consequential Damages.
  Section 4
 Section 8
 SPRINT
AND CLEARWIRE CONFIDENTIAL INFORMATION  RESTRICTED
 12




---



##### 



Assignment
 Section 11 Section 1(c)
 Compliance with Laws
  Mutual Cooperation
 Mutual Cooperation
 SOX Access.
 SOX §404 ( Auditing Standard No. 2 ),
 Section 13(b)(i):
  SPRINT
AND CLEARWIRE CONFIDENTIAL INFORMATION  RESTRICTED
 13




---



##### 



Section 13(b)(i)
 Sections 13(b)(ii)(A)-(D)
 Permits
 Permits
 Trademarks, Tradenames and Other Intellectual Property
  Termination
 Termination for Breach Section 5 Cure Period
 SPRINT
AND CLEARWIRE CONFIDENTIAL INFORMATION  RESTRICTED
 14




---



##### 



Termination for Convenience
 Change of Control.
   Transition.
 Notice
  SPRINT
AND CLEARWIRE CONFIDENTIAL INFORMATION  RESTRICTED
 15




---



##### 



Amendment; Waiver
  SPRINT
AND CLEARWIRE CONFIDENTIAL INFORMATION  RESTRICTED
 16




---



##### 



Severability
  Survival of Obligations
  Applicable Law
  No Unreasonable Delay or Withholding
  Third Party Beneficiary Rights
  Specific Performance and Other Remedies
  Priority of Agreements
  SPRINT
AND CLEARWIRE CONFIDENTIAL INFORMATION  RESTRICTED
 17




---



##### 



Counterparts
  Rules of Construction
  Further Assurances
  Entire Agreement
  [Signature Page Follows]
 SPRINT
AND CLEARWIRE CONFIDENTIAL INFORMATION  RESTRICTED
 18




---



##### 



IN WITNESS WHEREOF
 CLEARWIRE COMMUNICATIONS LLCBy:
    /s/ Hope CochranName:
    Hope CochranTitle:  Date:
    Senior Vice President, Finance and TreasurerNovember 28, 2008SPRINT SOLUTIONS, INC.By:
    /s/ Keith O. CowanName:
    Keith O. CowanTitle:  Date:
    Vice PresidentNovember 28, 2008 SPRINT
AND CLEARWIRE CONFIDENTIAL INFORMATION  RESTRICTED
 19




---



##### 



Schedule A
Services Applications Inventory
 Major Application AreaHR/Supply Chain/Finance Apps (ERP)PortalDevice ManagementIdentity ManagementEnterprise Application IntegrationData WarehouseCredit/Address CheckIT Help DeskCare Knowledge Management
    
    [*****]Service and RepairInventory ManagementCoverage MapsCustomer Trouble ManagementService Outage NotificationsFraudNumber Resource ManagementNetwork Operations Support (OSS)
 SPRINT
AND CLEARWIRE CONFIDENTIAL INFORMATION  RESTRICTED
 20




---



##### 



Schedule B
  SOW  SOW Effective Date Sprint Clearwire
 SOW Snapshot
 Clearwire Sponsoring Organization:Vice President of Organization:Clearwire Project Manager for this Engagement:Program/Project Name:SOW Total Not to Exceed:Provider Personnel On-Site (Y/N):Clearwire Software Tools Utilized?Software Code Delivered?Sprint POCContact Name:Phone Number:FAX to send PO:Email:
 The parties agree as follows:
 1.0
    
    GENERAL
  2.0
    
    TERM AND TERMINATION
 SPRINT
AND CLEARWIRE CONFIDENTIAL INFORMATION  RESTRICTED
 21




---



##### 



2.1
    
    The term of this SOW begins on the SOW Effective Date and ends on the earlier
of (a) the date on which the parties agree all Services are completed, (b) the
expiration of the term as set forth in the table below, or (c) termination by Clearwire
in accordance with Section 2.2 below:
 PLATFORM/APPLICATION
    
    TERM
 2.2
    
    Clearwire may terminate the Services in accordance with the table below:
 PLATFORM/APPLICATION
    
    TERMINATION NOTICE
 3.0 SCOPE OF SERVICES AND DELIVERABLES
  
    
    Clearwire-owned Hardware and Software platforms (transferred from Xohm)
with data center services (facilities and labor) provided by the Sprint data
centers;
    
    Shared Platforms using co-mingled platforms of Clearwire and Sprint; or
    
    Sprint-owned Hardware and Software platforms used by Clearwire.
 Additional
Services
 SPRINT
AND CLEARWIRE CONFIDENTIAL INFORMATION  RESTRICTED
 22




---



##### 



4.0
    
    SERVICE PERFORMANCE LOCATION
  5.0
    
    SPRINT RESPONSIBILITIES
 5.1
    
    Service Levels  See Exhibit B.5.2
    
    Reports and Meetings5.3
    
    Roles and Responsibilities  See Exhibit C
 6.0
    
    CLEARWIRE RESPONSIBILITIES
  7.0

    
    ACCEPTANCE
  8.0
    
    COMPENSATION
 8.1
    
    Rates/Fees.Upon completion of the Services, Sprint may invoice Clearwire the
applicable Fees, calculated as follows:8.2
    
    Expenses.Travel and other expenses incurred during the performance of this
SOW are eligible for reimbursement, pursuant to the applicable provisions of the
Agreement [and shall not exceed $].8.3
    
    SOW Total Not to Exceed Amount.The total amount invoiced under this SOW,
inclusive of Fees and Expenses, will not exceed $___.
 9.0
    
    CHANGES IN SCOPE
  SPRINT
AND CLEARWIRE CONFIDENTIAL INFORMATION  RESTRICTED
 23




---



##### 



10.0
    
    PROJECT MANAGEMENT AND PERSONNEL
 10.1
    
    The Sprint Project Manager for Services related to this SOW is as follows:
 Provider Project ManagerPhone Number(s)Fax Number(s)Email Address
 10.2
    
    Other Sprint Key Positions for Services related to this SOW are as follows:
 Name
    
    Title
    
    Function
 10.3
    
    The Clearwire project manager for Services related to this SOW is as follows:
 Clearwire project managerPhone Number(s)Fax Number(s)Email Address
 11.0
    
    OTHER DOCUMENTS
  12.0
    
    ENTIRE AGREEMENT
  [Signature Page Follows]
 SPRINT
AND CLEARWIRE CONFIDENTIAL INFORMATION  RESTRICTED
 24




---



##### 



SIGNED:
 CLEARWIRE COMMUNICATIONS LLC
    
    
    
    SPRINT SOLUTIONS, INC.(signature)

    
    
    
    
    (signature)(print name)

    
    
    
    
    (print name)(title)
    
    
    
    
    
    (title)(date)
    
    
    
    
    
    (date)
 SPRINT
AND CLEARWIRE CONFIDENTIAL INFORMATION  RESTRICTED
 25




---



##### 



EXHIBIT A TO SOW  CHANGE ORDER PROCESS AND FORM
  1.
    
    Either party may request a Change Order but all Change Orders must be in writing in the form
attached hereto as Exhibit A-1.2.
    
    Change Order requests will be processed as soon as reasonably possible but requests
outstanding more than 10 days shall expire.3.
    
    Change Orders will include the following:
 a.
    
    A description of any additional work to be performed and/or any changes to the
performance required of either party.b.
    
    A statement of the impact of the work or changes on the scope of services or other
requirements of the Agreement.c.
    
    The estimated timetable to complete the work specified in the Change Order and the
impact, if any, on the delivery schedule, pricing and payments.d.
    
    Specific individuals with management or coordination responsibilities for Sprint and
Clearwire.e.
    
    The documentation to be modified or supplied as part of the work.f.
    
    Estimated cost of additional work to Clearwire and/or hourly rates to be charged.g.
    
    Licenses  Describe extent and restrictions of licenses using application/platformh.
    
    Definitions  List any terms and definitions required for agreement clarity.
 SPRINT
AND CLEARWIRE CONFIDENTIAL INFORMATION  RESTRICTED
 26




---



##### 



EXHIBIT A-1 TO SOW   CHANGE ORDER FORM
 1.
    
    Describe services or changes requested (attach additional pages if necessary)2.
    
    Change Order requested by:
 
 
 
 
 3.
    
    Modifications, clarifications or supplements to description of services or changes requested
in paragraph 1, above, if any (attach additional pages if necessary).4.
    
    Assignment of additional employees and resources (attach additional pages if necessary).
 5.
    
    Impact on price delivery schedule, payment schedule and scope of services (attach additional
pages if necessary).
 Acceptance or Rejection
  By:
    
    
    
    
    
    Date:Name:Title:Accepted:
    
    
    
    
    
    Rejected:Clearwire Communications LLC:By:
    
    
    
    
    
    Date:Name:Title:Accepted:
    
    
    
    
    
    Rejected:
 SPRINT
AND CLEARWIRE CONFIDENTIAL INFORMATION  RESTRICTED
 27




---



##### 



EXHIBIT B TO SOW  SERVICE LEVELS
 1.0.
    
    Service Provided, Availability and Support
 1.1.
    
    Service Level Objective
  1.2.
    
    Hours of Availability and Maintenance Windows1.3.
    
    Hours of Support1.4.
    
    Constraints on Availability1.5.
    
    Contacting Support1.6.
    
    Clearwire Support Center Response Times1.7.
    
    Severity Definitions and Chart1.8.
    
    Clearwire Notification1.9.
    
    Clearwire Escalation Contact List
 2.0.
    
    Clearwire Responsibilities3.0.
    
    Performance and Service Level Reviews4.0.
    
    Change Control5.0.
    
    Security Standards and Policies6.0.
    
    Business Continuity Plan7.0.
    
    Dispute Resolution for Service Impacting Outages or Failure to Perform8.0.
    
    Metrics and Reports9.0.
    
    Definitions
 SPRINT
AND CLEARWIRE CONFIDENTIAL INFORMATION  RESTRICTED
 28




---



##### 



EXHIBIT C TO SOW  ROLES AND RESPONSIBILITIES MATRICES
  SPRINT
AND CLEARWIRE CONFIDENTIAL INFORMATION  RESTRICTED
 29




---



##### 



Item
    
    Task Description
    
    Sprint
    
    Clearwire
    
    Notes