Exhibit
10.33
 
 EXECUTION COPY
 
 NATIONAL RETAILER AGREEMENT
 
  A.
    
    Sprint provides telecommunications goods and services to customers throughout the
United States and select United States Territories.B.
    
    Retailer wants to receive compensation to solicit customers to subscribe to the Sprint
telecommunications services and to sell products associated with those telecommunications
services under the terms and conditions of this Agreement.
  1.
    
    SCOPE OF AUTHORITY
 1.1
    
    Authorization.Sprint grants Retailer the non-exclusive right to solicit
subscriptions for Sprint Services and to sell Products in the United States and select
United States Territories, subject to terms and conditions of this Agreement, including
the following limitations and restrictions on geographic territory and customer
categories:
 (A)
    
    Non-Exclusive Relationship.Sprint may offer third parties
exclusive rights with respect to certain territories or certain customer
categories in its sole discretion. Sprint may also solicit Customers using its
own sales force or other authorized representatives. Sprint will determine the
number and type of authorized representatives in its sole discretion.(B)
    
    Reserved Accounts.Retailer will not solicit or sign up
Customers listed on the Reserved Account List posted on the Sprint Indirect
Website without Sprints prior written consent. Retailer must comply with all
policies and guidelines with respect to Reserved Accounts posted to the Sprint
Indirect Website. Retailer is responsible for checking the Sprint Indirect
Website for updates to the Reserved Accounts List or to the policies and
guidelines that apply to Reserved Accounts.(C)
    
    No Representations or Warranty Regarding Geographic Proximity.
Third-party authorized-representative facilities and Sprint sales facilities
will be in the same geographic proximity as Retailers Facility.
 1.2
    
    No Subcontractors.Retailer may not subcontract any of its rights or
obligations under this Agreement.




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1.3
    
    No Authority to Bind; No Responses to RFPs.Retailer has no authority to bind
Sprint or its affiliates to any agreement or obligation. Retailer may not respond to
a Solicitation on behalf of itself or Sprint, and Retailer may not enter into or
attempt to enter into a contract with a Customer or potential Customer on behalf of
itself or Sprint to provide Sprint Services under this Agreement. Any Solicitation
response submitted by Retailer on behalf of itself or Sprint, or any contract entered
into by Retailer on behalf of itself or Sprint will be null and void and Sprint has no
obligation to support or honor that response or contract. If Retailer becomes aware of
or if Retailer is interested in an opportunity related to a Solicitation, Retailer will
promptly notify the Sprint Director of National Retail of the existence of the
Solicitation and on Sprints request provide Sprint with all documentation in
Retailers possession related to the Solicitation. Sprint will decide, at its sole
discretion, whether Sprint will respond to the Solicitation.1.4
    
    No Reselling Services.Retailer will not knowingly sell Sprint Services to
anyone that intends to resell them. Retailer will not resell the Sprint Services
itself, and will ensure that its affiliates, subsidiaries, owners, subcontractors,
employees, and agents will not resell the Sprint Services. Reselling is defined as the
acquiring of Sprint Services in the resellers name, then providing those Sprint
Services to third parties with the intention of collecting payment for the Sprint
Services from the third parties.1.5
    
    No Web Sales, Service & Repair, Telemarketing.Retailer will not:
 (A)
    
    Solicit subscriptions for Sprint Services or sell Sprint
Products via the internet except with Sprints prior written permission and in
accordance with Sprints websales guidelines, or(B)
    
    Service or repair any Products on Sprints behalf; or(C)
    
    Solicit subscriptions for Sprint Services or sell Sprint
Products via electronic mail, mail order, facsimile, wireless messaging (SMS,
Text, MMS, etc.) or telephone.
 1.6
    
    Sprint Policies.Retailer must comply with all policies, procedures, terms and
conditions provided to Retailer by Sprint which the parties incorporate by reference.
 2.
    
    RETAILER COMMITMENTS AND OBLIGATIONS
 2.1
    
    Goodwill.Retailer will preserve and enhance the goodwill associated with the
Sprint brand and the Sprint Services.2.2
    
    Duty to Cooperate.Retailer will cooperate with any requests from Sprint
regarding governmental inquiries or investigation requests, including but not limited
to inquiries or requests from the Federal Communications Commission (FCC) or state
Attorney Generals.2.3
    
    Retail Store Facilities.Retailer will offer Sprints Products and Services
from its retail stores locations as mutually agreed by the parties (each a Facility)
in accordance with terms set forth in Exhibit C. Retailer will provide Sprint with an
updated list of all Facilities selling Sprints Products and Services on a quarterly
basis.2.4
    
    Insurance Requirements.Retailer will comply with the insurance requirements
set forth in Exhibit H.
 3.
    
    NO DEVIATION FROM SPRINT SERVICE OFFER.




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3.1
    
    Ownership of Customer Relationship.At all times, Sprint owns the subscription
relationship with the Customer. Sprint will decide at its sole discretion:
 (A)
    
    whether to accept, serve, suspend or discontinue service to any
customer;(B)
    
    the services and coverage areas offered to any customer;(C)
    
    the rates to be charged for those services; and(D)
    
    any other terms or conditions that apply to any Customer or
Service Offer.
 3.2
    
    Rates for Service.Sprint will deliver its current Service Offer (including
rate plans and any special offers or promotions) to RETAILER on the Effective Date of
this Agreement. Sprint may amend or change its Service Offer, and add, delete, suspend
or modify the conditions of the Sprint Services at any time and from time to time.
Sprint will use commercially reasonable efforts to give RETAILER advance notice of any
changes.3.3
    
    No Right to Change Service Offer.RETAILER will only quote the prices, term
and conditions for Sprint Services as contained in the then current Service Offer
provided by Sprint. RETAILER will not:
 (A)
    
    change the Service Offer;(B)
    
    grant any discounts or make any adjustments to any rates;(C)
    
    misrepresent  either affirmatively or by omission  the
Service Offer or any terms and conditions of Sprint Services; or(D)
    
    impose on any Customer any activation or other fees, standards,
commissions or contracts, including without limitation requiring the Customer
to remain a Customer of Sprint for any period of time or impose a term and
termination fee.
 4.
    
    ORDER PLACEMENT.
 4.1
    
    Service Agreements.For each potential Customer, Retailer will complete a
service agreement, including the terms and conditions for the use of the Sprint
Services, in the form then in effect and approved by Sprint for use, and signed by the
potential Customer (the Service Agreement). If the Service Agreement is generated
by automated activation tools, the Customer acceptance process must be approved or
designated by Sprint. If automated activation tools are not available or approved for
use, Retailer must provide the Customer with obtain a paper copy of the Service
Agreement, which must be completed, signed, retained by Retailer in accordance with the
procedures established by Sprint and the terms of this Agreement. Retailer will
comply with all procedures established by Sprint from time to time in connection with
the use and delivery to Sprint of the Service Agreement and related documents. Retailer
will not submit any Service Agreement that is incomplete or that it has reason to
believe is not completely accurate. Sprint may revise the Service Agreement from time
to time, and Retailer agrees to deliver the most recent version of the Service
Agreement provided by Sprint. All Service Agreements are between Sprint and the
Customer, and are the property of Sprint.4.2
    
    Order Entry.Retailer will enter all order information into Sprints
designated order entry system(s), or via any process designated by Sprint from time to
time. Retailer is solely responsible for obtaining any hardware, software and services
(including




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internet access) necessary to access Sprints order entry system(s). Retailer will
sign a license for access to and the use of the designated order entry system(s) if
requested by Sprint.4.3
    
    Acceptance of Orders.Sprint will accept or reject all orders in its sole
discretion.4.4
    
    Subscription Fraud.Retailer is liable for subscription fraud losses incurred
by Sprint in the instances where Retailer fails to adhere to Sprint policies provided
to Retailer by Sprint regarding service agreement completion, information verification
or order placements. Examples of subscription fraud losses are unpaid Sprint invoices
including without limitation hardware charges and subsidies, monthly access charges,
overage charges and other service fees and Commissions paid to Retailer as a result of
the fraudulent activation.
 5.
    
    PRODUCTS.
 5.1
    
    Retailer will only sell to Customers Products approved by Sprint for use with
its Sprint Services, and obtained from Sprint-approved sources.5.2
    
    Inventory.To the extent that Retailer is selling Products under this
Agreement, Retailer may either:
 (A)
    
    purchase Products from Sprint (or a Sprint approved source) for
resale to Customers. Exhibit B sets out the purchase terms for Products
purchased by Retailer from Sprint. All Products sold by Retailer from its own
inventory (e.g. purchased from Sprint or a Sprint-approved source for resale to
Customers) will be sold at prices solely determined by Retailer; or(B)
    
    sell Products directly from Sprints inventory through the
process then in effect on the Sprint Indirect Website at prices that Sprint
establishes; or(C)
    
    sell or distribute Products via other channels as determined
upon mutual agreement of the Parties.
 5.3
    
    Products for Customers Only.Retailer will only sell the Products to Customers
or potential Customers that activate those Products on Sprint Services or install those
Products for use with Sprint Services. If Retailer sells Products to third parties not
Customers or potential Customers, Sprint reserves the right to pursue all legal
remedies available including the right to recover subsidies paid by Sprint on the
Products.
 6.
    
    COMPENSATION
 6.1
    
    Commissions.Sprint will pay Retailer a monthly commission as provided for in
Exhibit A to this Agreement (the Commission Plan).6.2
    
    Commission Plan Changes.Sprint may modify Exhibit A, including the right to
reduce commissions, effective 30 days after written notice to Retailer. Retailer will
accept any modifications by continuing to perform under this Agreement.6.3
    
    Right to Set Off.Sprint is entitled to charge to or withhold from Retailers
commissions any amounts owed by Retailer, its subsidiaries or affiliates to Sprint, or
any of Sprints affiliates or subsidiaries, under this or any other agreement between
Sprint, its affiliates or subsidiaries and Retailer, its affiliates or subsidiaries.




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6.4
    
    Commission Disputes and Limitations.RETAILER must notify Sprint in writing of
all commission disputes within 90 days after the date of the disputed commission
statement. All disputed amounts must be submitted to Sprint as described in Exhibit A.6.5
    
    Audits.
 (A)
    
    By Sprint.Sprint may at any time during business hours
inspect each Facility of Retailer. Sprint may, on reasonable advance notice,
audit Retailers performance of its obligations under this Agreement, including
without limitation, compilation, storage and security of Customer Records, and
any relevant books, records or processes as they pertain to Retailers
performance of its obligations under this Agreement. Sprint will pay all
reasonable fees and costs incurred by Sprint in connection with these audits.(B)
    
    By Retailer.Retailer may inspect Sprints commission records
as they pertain to Customers activated by Retailer on a day mutually agreed
upon by Sprint and Retailer once per calendar year. Retailer will pay all
reasonable fees and costs incurred by Retailer in connection with these audits.
 7.
    
    PRIVACY.
 7.1
    
    Customer Records.Retailer will keep all Service Agreements and related
documents (Customer Records) at the relevant Facility for a minimum of 2 years from
the date of their creation, and will return these Customer Records as directed by
Sprint at the end of that time period. Sprint may request that Retailer return
Customer Records to Sprint at any time, and Retailer will immediately return the
original copies of the Customer Records, as directed by Sprint. Retailer may not keep
copies of the Customer Records returned to Sprint without Sprints written permission.
Retailer may not destroy the original copies of Customer Records unless directed to do
so by Sprint in writing.7.2
    
    Theft.Retailer will notify Sprint within 24 hours of learning of the loss or
theft of any Customer Records, Sprint Information or Products from its Facilities, or
from its employees, agents or Subcontractors.7.3
    
    No Solicitation.
 (A)
    
    Customers.During the term of this Agreement, and for a period
of 1 year after the termination or expiration of this Agreement, Retailer will
not knowingly solicit or try to persuade any Customer that subscribes or
subscribed to Sprints Services through Retailers efforts to buy any other 2G
or 3G wireless voice communications services. For the avoidance of doubt, the
prohibition against solicitation in this section will not restrict Retailer
from incidental communications with Sprint subscribers which may occur through
Retailers standard mass marketing practices such as a mass marketing campaign
to a particular geographic region or customer demographic. It also does not
restrict any passive sale or Retailer initiated sales made by Retailer.(B)
    
    Customer Lists.Retailer will not sell or provide to any third
party a list of Customers that subscribed to Sprints Services through
Retailers efforts, or that Retailer knows have subscribed to Sprint Services.
 7.4
    
    Privacy Requirements.Retailer will comply with all privacy requirements and
obligations set forth in Exhibit F (Privacy) and in the Retailer Privacy Policy
provided to Retailer by Sprint, which may be amended by Sprint from time to time.
Retailer will




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monitor the Sprint Indirect Website for changes and will comply with the most recent
version of the Sprint Retailer Privacy Policy at all times.
 8.
    
    CONFIDENTIALITY.
 8.1
    
    Definition of Sprint Confidential Information. Sprint Confidential
Information means any information not generally available to the public relating to or
received by Retailer in the course of this Agreement that is marked as confidential or
proprietary, or that given the nature of the information or the circumstances
surrounding its disclosure to or receipt by Retailer, reasonably should be considered
as confidential, whether reduced to writing, maintained on any form of electronic
media, or maintained in the mind or memory of Retailer and whether compiled by Sprint
or Retailer. Examples of Sprint Confidential Information that Retailer will receive in
the course of this Agreement include, without limitation, the terms and conditions of
this Agreement, information regarding existing and potential Sprint Customers, Sprint
Customer lists, prospects provided by Sprint for the purpose of direct marketing the
Sprint Services and Products, customer referral programs, Sprints unique sales and
servicing methods, advertising and promotional materials and techniques, pricing
techniques, vendor and product information, training courses and materials, and
insurance and credit policies.8.2
    
    Protection of Sprint Confidential Information. Retailer will take all
reasonable measures to avoid disclosure, dissemination or unauthorized use of the
Sprint Confidential Information, including, at a minimum those measures that it takes
to protect its own confidential information of a similar nature, but in no event less
than a reasonable standard of care. Retailer will implement and maintain reasonable
procedures described by Sprint from time to time to prevent the unauthorized use and
disclosure of Sprint Confidential Information.8.3
    
    Disclosure of Sprint Confidential Information. Retailer will not disclose
Sprint Confidential Information to any person or entity other than employees, agents or
subcontractors of Retailer that need to know the Sprint Confidential Information to
perform Retailers duties under this Agreement, and in those instances, only to the
extent justifiable by that need. Retailer will ensure that its employees, agents and
subcontractors comply with the terms of this Agreement.8.4
    
    Use of Sprint Confidential Information. Retailer will not use the Sprint
Confidential Information indirectly or directly, except in the course of performing its
duties under this Agreement.8.5
    
    Copying of Sprint Confidential Information. Retailer will not make any copies
of Sprint Confidential Information, except as permitted in writing by Sprint or as
necessary to perform its duties under this Agreement.8.6
    
    Limitations on Export of the Sprint Confidential Information. Retailer will
not export any Sprint Confidential Information in any manner contrary to the export
regulations of the United States.8.7
    
    Return of Sprint Confidential Information. Retailer will deliver to Sprint,
without keeping copies, all Sprint Confidential Information to Sprint on Sprints
request, or on the expiration or termination of this Agreement.
 9.
    
    USE OF TRADEMARKS AND MARKETING.
 9.1
    
    License Grant.Sprint grants to Retailer a non-exclusive license to use and
display the trademarks provided to Retailer in the Sprint Branding Guidelines
(Marks), and updated by Sprint from time to time, for purposes consistent with this
Agreement.




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Retailer will not assign or sublicense any right or interest in the Marks without
the prior written consent of Sprint.9.2
    
    Restrictions on Use.Retailer must not use the Marks as, or incorporate any of
the Marks into, its:
 (A)
    
    trade name;(B)
    
    domain name;(C)
    
    website metatag or similar programming code;(D)
    
    vanity telephone numbers; or(E)
    
    phone or directory-assistance listings.
 9.3
    
    Ownership of the Marks.Sprint and its parent and affiliated companies own all
right, title and interest in the Marks and the goodwill associated with the Marks.
Retailer acquires no rights in the marks except those limited rights expressly granted
under this Agreement. Any goodwill from Retailers use of the Marks will inure to
Sprints benefit. Retailer must not, directly or indirectly, contest the validity of
the Marks or Sprints rights in the Marks. Retailer must not register, or attempt to
register, the Marks or any confusingly similar variation of the Marks in any form.9.4
    
    Enforcement and Defense.
 (A)
    
    Sprint Controls Enforcement.Retailer must promptly notify
Sprint of any infringement or unauthorized use of the Marks in any form.
Sprint, in its sole discretion, will determine how it will respond. Retailer
will not enforce any rights in the Marks against any third party without the
prior written consent of Sprint, which Sprint may withhold in its sole
discretion.(B)
    
    Sprint Controls Defense.Sprint will defend and settle any
trademark-infringement claim against the Marks at Sprints expense. Sprint may
terminate Retailers license to use any or all of the Marks in order to settle
any the claim. Retailer will not defend the claims without the prior written
consent of Sprint, which Sprint may withhold in its sole discretion.(C)
    
    Sprint Controls Registration.Sprint will be solely
responsible for and will file, prosecute and maintain any and all trademark,
service mark, trade name, domain name and related applications and
registrations for the Marks, in its sole discretion.(D)
    
    Participation by Retailer.Sprint will have the right to
direct and control, in its sole discretion, any negotiation, administrative
proceeding, or litigation involving the Marks, including (without limitation)
Retailers claims, appearance, defense or other participation. Any proceedings
handled by Sprint will be at Sprints expense, and Sprint will have the right
to collect any damages, fines or other monetary awards paid and to enforce any
equitable relief granted in connection therewith.(E)
    
    Best Efforts.Retailer will use best efforts to cooperate with
Sprints efforts under this Section 9.4, at Sprints expense, including without
limitation making personnel available to testify and providing relevant
documentation and information.




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9.5
    
    Quality Control.Retailer must:
 (A)
    
    maintain a consistently high quality for the Products and
Services offered in connection with the Marks;(B)
    
    adhere to the trademark usage guidelines provided by Sprint to
Retailer and other specific quality control standards that Sprint may from time
to time communicate to Retailer;(C)
    
    comply with all applicable laws and regulations governing the
operation of the Retailers business and Retailers use of the Marks;(D)
    
    not combine the Marks with other marks to create a new unitary
mark;(E)
    
    not alter or modify the Marks in any way;(F)
    
    on Sprints request, submit representative samples of
Retailers use of the Marks to Sprint; and(G)
    
    promptly notify Sprint of any known, suspected or potential
violation of this Section 9.
 9.6
    
    Sprints Prior Approval.Sprint will have the right of prior approval, which
Sprint may withhold in its sole discretion, with respect to:
 (A)
    
    each form of use of the Marks; and(B)
    
    the use of the Marks in any advertisements or promotions for
the Sprint Services or Products.
 9.7
    
    Advertising by Retailer.Retailer is solely responsible for compliance with
all laws and regulations that apply to its advertising. Sprints approval in Section
9.6(B) above is limited to the use of Sprints Marks in Retailers advertising, and
does not imply or convey that Retailers advertising complies with applicable laws or
regulations.9.8
    
    Marketing Materials.Sprint will provide a reasonable amount of point-of-sale
marketing materials, including coverage maps and rate plan brochures (collectively,
Marketing Materials). Retailer will make the current version of the Marketing
Materials available to Customers at all times. Retailer will not use Marketing
Materials that have expired, or that Sprint requests Retailer to stop using. Retailer
will not make any changes to the Marketing Materials or create its own Marketing
Materials without Sprints prior written approval. Sprint owns all intellectual
property rights, including copyrights, in the Marketing Materials, and Sprint grants
Retailer a non-exclusive, limited right to use and display the Marketing Materials only
for purposes consistent with this Agreement.9.9
    
    Identification of Retailer.Retailer will identify itself at all times by its
own name, and may not identify itself as Sprint or any of Sprints affiliates. In
connection with its relationship to Sprint, Retailer may only identify itself as an
authorized representative that sells Sprint Services and Products.9.10
    
    Press Releases.Retailer will not issue press releases about Sprint, its
Products, Services or Customers, or using the Sprint Marks except with the prior
written approval of Sprint.
 10.
    
    REPRESENTATIONS AND WARRANTIES.




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10.1
    
    Authority.Each party represents and warrants that it has full authority to
perform its obligations under this Agreement and the person executing this Agreement
has the authority to bind it. Retailer represents and warrants that Retailers exact
legal name, type of organization and jurisdiction of organization are correctly set
forth in the recitals to this Agreement.10.2
    
    Performance.Retailer represents and warrants that it will perform its
obligations under this Agreement in a legal, ethical and professional manner.10.3
    
    No Conflicts.Retailer represents and warrants that it is not subject to any
limitation or restriction that would prohibit or restrict Retailer from entering into
this Agreement or performing any of its obligations under this Agreement.10.4
    
    Review of Agreement.Retailer represents that it has carefully reviewed this
Agreement and has had enough time to consult with a lawyer, accountant, or other
professional advisor, if it wanted. Retailer represents that, if it did not use a
professional advisor, it is satisfied in relying on its own education, experience, and
skill in evaluating the merits of and entering into this Agreement.
 11.
    
    LIMITATION OF LIABILITY.
 11.1
    
    General Non-liability of the Parties.EXCEPT FOR A PARTYS INDEMNIFICATION
OBLIGATIONS IN THIS AGREEMENT, OR ANY CLAIMS RESULTING FROM A PARTYS BREACH OF ITS
OBLIGATIONS UNDER SECTIONS 8  CONFIDENTIALITY, 7  PRIVACY, OR 9  TRADEMARKS, IN NO
EVENT WILL EITHER PARTY BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR
PUNITIVE DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, LOST PROFITS OR OTHER
MONETARY LOSS ARISING FROM THIS AGREEMENT.11.2
    
    Special Non-liability of Sprint.IN ADDITION TO THE LIMITATION OF LIABILITY IN
SECTION 11.1 ABOVE, IN NO EVENT WILL SPRINT BE LIABLE FOR SPECIAL, INDIRECT,
INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING WITHOUT
LIMITATION, LOST PROFITS OR OTHER MONETARY LOSS, ARISING OUT OF THE PERFORMANCE,
FAILURE TO PERFORM OR POOR PERFORMANCE OF THE SPRINT SERVICES, WHETHER OR NOT ANY OF
THE PERFORMANCE MATTERS OR CAUSES ARE WITHIN SPRINTS CONTROL OR DUE TO NEGLIGENCE OR
OTHER FAULT ON THE PART OF SPRINT, ITS AGENTS, AFFILIATES, EMPLOYEES OR OTHER
REPRESENTATIVES.
 12.
    
    INDEMNIFICATION.
 12.1
    
    General Indemnification.Each party will indemnify, defend and hold the other
party, its officers, directors, employees, affiliates, agents, subcontractors,
successors and assignees harmless against any liability for any Claims brought by third
parties arising out of:
 (A)
    
    the negligent, grossly negligent or intentional misconduct or
omission by the indemnifying party or its officers, directors, employees,
affiliates, agents, subcontractors, successors and assignees under this
Agreement, except to the extent caused by the negligent, grossly negligent or
intentional misconduct or omission of the indemnified party or except to the
extent disclaimed by Sprint in Section 11.2 above or in Section 10 of Exhibit
B; or(B)
    
    a material breach of this Agreement.




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12.2
    
    Indemnification by Retailer.Retailer will indemnify, defend and hold Sprint,
its officers, directors, employees, affiliates, agents, subcontractors, successors and
assignees harmless against any liability for any Claims brought by third parties
arising out of:
 (A)
    
    any act or omission by Retailer or its officers, directors,
employees, affiliates, agents, subcontractors, successors and assignees under
this Agreement in advertising Sprints Products or Services or in making a
solicitation of, calling on or making a sale to a Customer, including without
limitation misrepresentations;(B)
    
    unauthorized use, misuse or modification of Sprints Marks by
Retailer or its officers, directors, employees, affiliates, agents,
subcontractors, successors and assignees under this Agreement;(C)
    
    breach of a representation or warranty by Retailer or its
officers, directors, employees, affiliates, agents, subcontractors, successors
and assignees under this Agreement;(D)
    
    any violation of law by Retailer or its officers, directors,
employees, affiliates, agents, subcontractors, successors and assignees under
this Agreement; or(E)
    
    any act or omission by Retailer or its officers, directors,
employees, affiliates, agents, subcontractors, successors and assignees under
this Agreement that results in a loss or unauthorized disclosure or use of
Sprint Information.
 12.3
    
    Indemnification by Sprint.Sprint will indemnify, defend and hold Sprint, its
officers, directors, employees, affiliates, agents, subcontractors, successors and
assignees harmless against any liability for any Claims brought by third parties
arising out of:
 (A)
    
    any act or omission by Sprint or its officers, directors,
employees, affiliates, agents, subcontractors, successors and assignees under
this Agreement in advertising Sprints Products or Services or in making a
solicitation of, calling on or making a sale to a Customer, including without
limitation misrepresentations;(B)
    
    breach of a representation or warranty by Sprint or its
officers, directors, employees, affiliates, agents, subcontractors, successors
and assignees under this Agreement;(C)
    
    any violation of law by Sprint or its officers, directors,
employees, affiliates, agents, subcontractors, successors and assignees under
this Agreement; or(D)
    
    any act or omission by Sprint or its officers, directors,
employees, affiliates, agents, subcontractors, successors and assignees under
this Agreement that results in a loss or unauthorized disclosure or use of
Sprint Information.
 12.4
    
    Procedures.
 (A)
    
    Conditions for Indemnification.The indemnification obligations
under this Agreement will not apply unless the party claiming indemnification:
 (1)
    
    promptly notifies the indemnifying party in
writing of the Claim;(2)
    
    permits the indemnifying party to assume and
control the defense of the Claim, except for Claims against Sprint for
Retailers or its




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Subcontractors violations or alleged violations of law, for which
Sprint will control the defense of the Claim;(3)
    
    cooperates with the investigation and defense
of the Claim by the indemnifying party; and(4)
    
    does not enter into a settlement of the Claim
without the indemnifying partys consent, except Sprint reserves the
right to enter into a settlement at its sole discretion if Retailer
fails to defend a Claim for which it has an indemnification obligation
to Sprint.
 (B)
    
    Separate Counsel Permitted.The indemnified party may employ
separate counsel and participate in the defense of the Claim. Separate counsel
will be at the expense of the indemnified party, unless the indemnifying party
fails to defend the indemnified party after receiving notice of the Claim.(C)
    
    Failure to Defend.If the indemnifying party fails to defend or
settle a Claim to the reasonable satisfaction of the other party within a
reasonable amount of time, then the indemnified party may elect counsel to
represent it. The indemnifying party will be solely responsible for the
payment or reimbursement (at the indemnified partys option) of reasonable
attorneys fees and costs incurred in defending or settling that Claim and for
all liability arising from that Claim.
 12.5
    
    Survival.This indemnity continues in effect after this Agreements
termination or expiration.
 13.
    
    TERM AND TERMINATION.
 13.1
    
    Term of the Agreement.The initial term of this Agreement is 1 years from the
Effective Date, and the Agreement will automatically renew for 1 year periods after the
expiration of the initial term unless either party:
 (A)
    
    gives the other party written notice of non-renewal at least 30
days before end of the then-current term; or(B)
    
    terminates the Agreement under this Section 13.
 13.2
    
    Termination for Convenience.Either party may terminate this Agreement for any
reason on 30 days written notice to the other party.13.3
    
    Immediate Termination for Cause by Sprint.Sprint may terminate the RETAILER
Agreement for cause immediately on written notice to RETAILER if RETAILER:
 (A)
    
    Materially misrepresents the Sprint Services, the Service Offer
or the Products to Customers or potential Customers;(B)
    
    intentionally falsifies information on any order submitted to
Sprint for activation, including by or through fraudulent means (e.g. false
representation of the identity of the Customer);(C)
    
    fails to meet the minimum performance requirements set out in
Exhibit D for 6 months based on a rolling average, or any 3 non-consecutive
calendar quarters in the course of this Agreement, or fails to meet any
Retailer Program Requirements set out in Exhibit D at any time.




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##### 



(D)
    
    misuses or modifies any Marks, uses any Marks without the prior
written consent of Sprint, or otherwise materially breaches a provision of
Section 9;(E)
    
    defaults on any obligation set forth in Sections 8 -
Confidentiality or 7  Privacy of this Agreement;(F)
    
    closes its business;(G)
    
    fails to pay any amounts when due;(H)
    
    assigns, transfers, or attempts to assign or transfer this
Agreement, or any portion of this Agreement, without the prior written consent
of Sprint;(I)
    
    subcontracts or attempts to subcontract, any of its duties
under this Agreement without the prior written consent of Sprint; or(J)
    
    fails to comply with any civil or criminal laws, ordinances,
rules or regulations, including without limitation those relating to health,
safety, employment, environmental, regulation and taxation.
 13.4
    
    Termination for Cause by Sprint  Cure Period.Retailer has no right to cure
any breach of this Agreement listed in Section 13.3 above. For all other breaches,
Retailer has 30 days after receiving written notice from Sprint to cure the breach in
that notice to Sprints satisfaction. If Retailer fails to cure that breach, Sprint
may terminate the Agreement for cause at the end of the cure period.13.5
    
    Other Remedies for Default.In addition to the right to terminate this
Agreement for cause, Sprint reserves all other rights and remedies it may have in law
or in equity for a breach of this Agreement by Retailer.13.6
    
    Termination Date and Notice.A party may exercise its right to terminate this
Agreement, or give notice of non-renewal, by giving the other party written notice
stating the effective date of termination. Termination is effective as of 11:59 p.m.
Eastern Time (daylight or standard, as applicable) on the termination date specified in
the termination notice.
 14.
    
    Effect of Termination.
 14.1
    
    Effect on Compensation  Compensation Ceases.If this Agreement is terminated
for any reason or expires without renewal, Sprint will pay Retailer Commissions
actually earned prior to the termination or expiration of the Agreement after all
offsets and chargebacks Sprint is entitled to have been deducted.14.2
    
    Duties on Termination or Expiration.On the termination or expiration of this
Agreement, Retailer will:
 (A)
    
    immediately cease identifying itself as an authorized
representative of Sprint, including using best efforts to immediately cease all
related sales efforts, remove signs containing Sprints Marks and replace
business cards referring to Retailer or its employees, agents or subcontractors
as an authorized representative of Sprint;(B)
    
    promptly notify all members of its staff to immediately cease
all Sprint-related sales efforts;




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##### 



(C)
    
    promptly return or destroy, as directed by Sprint, all Sprint
Customer Records and lists of Sprint Customers to Sprint including any copies;
and(D)
    
    promptly return or destroy, as directed by Sprint, all unused
Marketing Materials, all merchandising displays, all training manuals, policy
manuals or written materials supplied by Sprint including any copies.
 15.
    
    ASSIGNMENT.This Agreement may be freely assigned by Sprint to any successor of it or to any
other firm or entity capable of performing its obligations under this agreement. Sprint
relied upon the financial, business and personal reputation of Retailer and its management in
deciding to enter into this Agreement with Retailer. Neither this Agreement, nor any right or
obligation of Retailer may be transferred, assigned or encumbered by Retailer without Sprints
prior written approval, which Sprint may withhold at its sole discretion, except that Retailer
may, without the consent of Sprint, assign the Agreement to a controlled subsidiary or a
purchaser of all or substantially all of Retailers assets used in connection with performing
this Agreement, provided that Retailer guarantees the performance of and causes the assignee
to assume in writing all obligations of the assignor under this Agreement.. Retailer may not
change its name, type of organization or jurisdiction of organization without the prior
written approval of Sprint, which Sprint may withhold at its sole discretion. Any proposed
transferee must meet with the Sprints approval and must agree to execute the Sprints then
current form of this Agreement. Any transfer, assignment or encumbrance without Sprints
prior written approval will not be honored by Sprint and will be void. Subject to the
restrictions against assignment contained in this sub-section, this Agreement will bind and
inure to the benefit of the successors and assigns of the parties16.
    
    DISPUTE RESOLUTION.All Disputes arising from or related to this Agreement will be resolved
according to the terms and conditions set forth in Exhibit G.17.
    
    MISCELLANEOUS
 17.1
    
    Governing Law.This Agreement is governed by the laws of the Commonwealth of
Virginia, regardless of conflicts of law provisions.17.2
    
    Independent Contractor.Retailer is an independent contractor and has no
express or implied right or authority to assume or create any obligation on behalf of
Sprint, or represent that it has any right or authority to do so. Retailer has not
paid any fee for this Agreement or for the right to solicit subscriptions for Sprint
Services. Retailer is not required to purchase any products from Sprint for the
operation of business under this Agreement. The parties do not intend to create an
agency, franchise, dealership, employment, partnership, landlord-tenant, or joint
venture relationship, or any other relationship to Sprint than that of an authorized
representative for the limited purposes described in this Agreement. Retailer does not
have, nor may it hold itself out as having, the power to make contracts in the name of
or binding on Sprint, nor does Retailer have the power to pledge credit or extend
credit in the name of Sprint.17.3
    
    Compliance with Law.Sprint and Retailer will each comply with all applicable
federal, state, county and local laws, rules, regulations and orders that apply to the
performance of its obligations under this Agreement. Retailer will not cause Sprint to
violate any applicable law.17.4
    
    Notice.All notices and inquires required or permitted to be given under this
Agreement will be in writing addressed as listed below and delivered by certified
United States mail, hand or overnight courier (with receipt from courier) charges
prepaid. All notices will be effective on the date deposited to the delivery method,
even if refused by the receiving party.Notice Addresses:




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##### 



If to Sprint:
    
    If to Retailer:Sprint Nextel
    
    Clearwire Communications LLC2001 Edmund Halley Dr
    
    4400 Carillon PointReston, VA 20191
    
    Kirkland, WA 98033Attn: Vice President- National Retail
    
    Attn: Chief Operating OfficerSprint Indirect Distributionwith a copy to:Sprint Nextel
    
    Clearwire Communications LLC2001 Edmund Halley Dr
    
    4400 Carillon PointReston, VA 20191
    
    Kirkland, WA 98033Attn: Counsel - Indirect Sales
    
    Attn: Legal Department
 17.5
    
    Force Majeure.Neither party is liable for failure to perform its obligations
under this Agreement due to causes beyond its control, including acts of God (e.g.,
fire, flood or other catastrophes); any law, order, regulation or request of any
government, or of any civil or military authority; national emergencies, insurrections,
riots, wars, or strikes, lock-outs, work stoppages, or other labor difficulties. The
party suffering a force majeure event will use commercially reasonable efforts to
remove the force majeure event.17.6
    
    Headings.The headings contained in this Agreement are for reference purposes
only, and are not intended to describe, interpret, define or limit the scope, extent or
intent of the Agreement or any provision of the Agreement.17.7
    
    Severability.If any provision of this Agreement is held invalid, illegal or
unenforceable in any respect, the provision will be treated as severable, and will not
affect the validity, legality or enforceability of the remainder of the Agreement.17.8
    
    No Waiver.No waiver of any term or condition of this Agreement, either
generally or in a particular instance, will be effective unless the waiver is in
writing and signed by an authorized person of the party against which the waiver is
being asserted. If a written waiver of a term or condition is limited to a particular
instance, then nothing in that waiver will preclude the party from later enforcement of
that term or condition. Either partys failure to require the performance of any of
the terms or conditions of this Agreement will not prevent the later enforcement of
that term or condition, nor be deemed a waiver of any later breach.17.9
    
    Entire Agreement.This Agreement, including its exhibits, constitutes the
final and full understanding between the parties and supersedes all previous
agreements, understandings, negotiations and promises, whether written or oral, between
the parties with respect to its subject matter. This Agreement is intended to supersede
all previous agreements on the same subject matter that Retailer previously signed with
a Sprint Contracting Party, including without limitation the various versions of the
Nextel Authorized Representative Agreement, the Sprint Distribution Agreement, or the
Sprint Partner Program Sales Agent Agreement. No amendments to this Agreement will be
binding on either party unless executed by both parties in writing.
 18.
    
    DEFINITIONS.
 18.1
    
    Claimsmeans all claims, complaints, proceedings, investigations or actions
brought by a third party, including any government agency or entity arising from or
resulting from activities under this Agreement, including advertising and promotional
activities, business conducted or sales made by Retailer, actual and consequential
damages, and out-of-pocket costs reasonably incurred in the defense of a claim, such as
accountants, attorneys and expert witness fees, costs of investigation and proof of




---



##### 



facts, court costs, other litigation expenses, travel and living expenses, except as
limited in Section 11.2 (Special Limitation of Liability for Sprint).18.2
    
    Customermeans any person or entity that subscribes to Sprint Services.18.3
    
    Disputemeans all controversies, disputes or claims of every kind and nature
arising out of or in connection with the negotiation, construction, validity,
interpretation, performance, enforcement, operation, breach, continuance or termination
of this Agreement.18.4
    
    Effective Datemeans the date the last party signs this Agreement.18.5
    
    Productsmeans the wireless phones, data devices, or other equipment that are
approved by Sprint for use with the Sprint Services, and the accessories that may be
used with those wireless phones, data devices or other equipment.18.6
    
    Senior Representativemeans a Vice President or Owner/Proprietor of the
Retailer or person holding a position of equivalent or greater authority within
Retailers organization. A Senior Representative for Sprint is a Vice President.18.7
    
    Solicitationmeans any invitations to bid, requests for quotations, requests
for proposals, or other binding offer submitted in response to a solicitation issued by
any Customer or potential Customer for Sprint Products and Services, including without
limitation a federal, state, or local government entity or educational institution.18.8
    
    Sprint Affiliates/Nextel Partnersrefers to the third parties not affiliated
with Sprint that offer Sprint Services outside of the geographic area covered by this
Agreement.18.9
    
    Sprint Informationmeans any information relating to an existing or potential
customer of Sprint that Retailer may collect or receive during the course of this
Agreement. This information may include without limitation the existing or potential
customers name, address, rate plan, handset type, telephone numbers, email addresses,
credit card information, CPNI (Customer Proprietary Network Information as defined in
Section 222 of the Federal Communications Act, 47 U.S.C. section 222) or any other
information related to the quantity, technical configuration, type, destination,
location, and use of a telecommunications service provided to the existing or potential
customer, including information contained in bills provided to the existing or
potential customer. Sprint makes no representations or warranties about Sprint
Information.18.10
    
    Sprint Servicesmeans the communications services, regardless of technology
(e.g. CDMA or iDEN wireless services or wireline services), offered by Sprint or its
affiliates or subsidiaries (except Sprint Affiliates or Nextel Partners) under the
names Sprint PCS or Nextel.18.11
    
    Subcontractormeans a third party that Retailer has entered into a contract
with (whether written or otherwise) to perform at least some of its obligations under
this Agreement.
 Signed:
 Sprint Solutions, Inc.
    
    
    
    Clearwire Communications LLCSignature:
    
    /s/ Keith O. Cowan
    
    
    
    Signature:
    
    /s/ Hope Cochran




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##### 



Printed Name: Keith O. Cowan
    
    Printed Name: Hope CochranTitle: Vice President
    
    Title: Senior Vice President, Finance & TreasurerDate: November 28, 2008
    
    Date: November 28, 2008




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##### 



EXHIBIT A
 WIRELESS COMMISSION PLAN
 [*****]




---



##### 



EXHIBIT B
 WIRELESS PRODUCT PURCHASE TERMS
  1. Purchase Orders.
 2. Price.
 3. Payment Terms.
 4. Freight, Shipping & Inspections.
 4.1
    
    Freight and Shipping.Products ordered by Retailer from Sprint will be shipped F.O.B.
Destination. Sprint will pay all freight and insurance costs incurred by Sprint or its
third party distribution services vendor in connection with the shipment of goods to
Retailer (or the approved destination point designated by Retailer).4.2
    
    Ownership and Risk of Loss.Sprint will own freight in transit and will be responsible
for carriage to an approved Retailer Facility. Risk of loss and ownership will pass to
Retailer upon delivery of the Products to the approved Retailer Facility and documented
signature on the provided Transportation Carrier Delivery Receipt. Sprint is responsible
for all in-transit carrier interaction up to and including claim resolution.4.3
    
    Inspections.It is the responsibility of Retailer to check the shipment and secure
written acknowledgement from the delivering carrier for any shortages, loss or damage.
Notification to Sprint of shortages, loss or damage must be made in writing to Sprint or
Sprints designated bulk fulfillment provider (as directed by Sprint), and must be made
within 2 business days of the receipt of the shipment by Retailer, or the Products will be
deemed accepted as of the date of receipt, and any claims for shortages, loss or damage
with respect to that delivery are waived by Retailer. Retailer must retain all packaging
when it submits a claim for shortage, loss or damage. Rejected shipments will be returned
to the address designated by Sprint via the delivering carrier. Shipments rejected for any
reason will be considered attempted Returns subject to the limitations in Section 6
(Returns) unless Retailer notifies Sprint of a shortage, loss or damage within the 2
business days, and Sprint agrees that there is an actual shortage, loss or damage to the
shipment in question.
 5. Price Protection.




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##### 



5.1
    
    Price Protection.Sprint offers price protection to Retailer in the form of an account
credit only on qualifying wireless telephones recently purchased by Retailer from Sprint if
the price decreases. Sprint offers no price protection for limited time special offers
which are designated at the time the special offer is introduced. Sprint offers no price
protection for accessories or other equipment Retailer may purchase from Sprint.5.2
    
    Conditions for Price Protection.Price protection is available only for wireless
telephones purchased by Retailer from Sprint that meets the following conditions:
 (A)
    
    The wireless telephones must have been purchased by Retailer
from Sprint for purposes of resale to end-user Customers for activation
pursuant to this Agreement, within the 30 days before the effective date of the
price change;(B)
    
    The wireless telephones must be of the same handset model
affected by the price change;(C)
    
    The wireless telephones must be new and not yet activated as of
the effective date of the price change; and(D)
    
    The wireless telephones must be in Retailers inventory on the
effective date of the price change.
 5.3
    
    Price Protection Claim.
 (A)
    
    To be eligible for the price protection account credit,
Retailer must submit a written claim for price protection to Sprint via the
process provided to Retailer by Sprint.(B)
    
    The price protection claim must include an on-hand inventory
report of wireless telephones, by handset model, affected by the price change
in Retailers inventory on the effective date of the price change, including
SIM or ESN (as applicable) and model type for each unit that Retailer is
submitting for price protection credit.(C)
    
    Retailer must submit all price protection claims resulting from
a particular price change within 30 calendar days of the effective date of that
price change. Price protection claims received after that date will be
rejected. All price protection claims are subject to verification.
 5.4
    
    Price Protection Credit Amount and Timing.Retailer will receive an account credit
for all qualifying wireless telephones submitted by Retailer for a price protection credit
in the amount of the difference between the original sales price of the wireless telephone
charged to Retailer, less the new sales price for that same handset model, not including
any special offers. The price protection account credit will be issued to Retailers
account within thirty 60 calendar days from the receipt of Retailers price protection
claim.
 6. Returns.
 6.1
    
    Wireless Telephones.
 (A)
    
    iDEN Wireless Telephones- Retailer may not return iDEN wireless telephones to Sprint.
Any iDEN wireless telephones eligible for warranty replacement or repair must be submitted as
directed by the original equipment manufacturer. Attempted returns will not be accepted from
Retailer or Sprint may at its option elect to keep the equipment but Retailer will not be eligible
for a credit.
 (B)
    
    CDMA Wireless Telephones Sprint will accept returns of CDMA wireless phones
purchased by Retailer from Sprint subject to the conditions and limitations in this
sub-section 6.1(B).




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##### 



1.
    
    Retailer may not return to Sprint any CDMA wireless phone that
has been activated on Sprints CDMA network for more than 30 calendar days.2.
    
    Retailer may not return to Sprint any CDMA wireless phone that
has been abused by Retailer or the Customer. Examples of abuse include
physical damage, and unauthorized alteration or programming.3.
    
    RMA Process  Retailer must make all eligible returns in
accordance with the RMA Process provided by Sprint to Retailer.4.
    
    Retailer must return the CDMA wireless telephones with all
accessories that come with the CDMA wireless telephones.5.
    
    If the return meets all of the requirements of this sub-section
6.1(B), then Sprint will issue an account credit to Retailer for each properly
returned CDMA wireless telephones in the amount of the current price of that
CDMA wireless telephone handset model.6.
    
    Sprint may charge a restocking fee.7.
    
    Sprint will keep all improperly returned CDMA wireless
telephones, and Retailer will not be eligible for the return credit.
 7. Line of Credit/Credit Application.
 8. Security Interest.
 8.1
    
    Security Interest Granted.If the purchase provides for payments on credit,
Retailer grants Sprint a security interest in the Products purchased from Sprint by
Retailer, whether now owned or hereafter acquired, and any proceeds thereof to secure
payment and performance in full by Retailer of all amounts invoiced for the Products
and all other obligations of Retailer to Sprint. This Agreement constitutes a security
agreement under the Uniform Commercial Code (the UCC).8.2
    
    UCC-1 Financing Statements.Sprint is authorized by Retailer to file UCC-1
Financing Statements and amendments thereto with the Secretary of State or other
appropriate offices, and to give notifications to third parties of Sprints security
interest to perfect and maintain the continuous enforceability, perfection and priority
of Sprints security interest.8.3
    
    Retailers Obligations in Support of Sprints Security Interest.Retailer will
sign and deliver documents, and take other actions upon Sprints request, required to
perfect and maintain the continuous enforceability, perfection and priority of Sprints
security interest. If Retailer obtains Sprints prior written consent as required in
this Agreement to change Retailers name, type of organization or jurisdiction of
organization, Retailer will cooperate with the filing of appropriate UCC-1 Financing
Statements or amendments and take other actions upon Sprints request to maintain the
continuous enforceability, perfection and priority of the security interest granted by
Retailer in this Section 8.
 9 Product Supply.




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##### 



9.1 Supply of Products.
 9.2
    
    Supply Limitation of Liability.Sprint has no liability under this Agreement for:
 (A)
    
    failure to deliver Products within a specified time period;(B)
    
    availability or delays in delivery of Products;(C)
    
    discontinuation of Products, product lines, or any part thereof
by the manufacturer; or(D)
    
    the cancellation of any orders of Products by the manufacturer.
 NO WARRANTY (PRODUCTS).
 NO PATENT OR TRADEMARK INDEMNITY.




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##### 



EXHIBIT C
 Facility Requirements/Approved Facilities
 1.
    
    List of Approved Facilities.Retailer will provide Sprint a complete list of approved
facilities quarterly, including complete address, name of store contact, and contact phone
number.2.
    
    Approval of Facilities.Retailer may only sell or solicit subscriptions under this
Agreement from a Facility that Sprint has approved in writing in advance. Sprint reserves
the right to revoke approval of a Facility for any reason and at any time. If Retailer
moves an approved Facility to a new location, Retailer must resubmit the Facility at that
new location for Sprints approval before Retailer may sell or solicit subscriptions under
this Agreement from that new location. Sprints right to approve Facilities does not imply
any assurance of the appropriateness or profitability of an approved Facility. Retailer is
not relying on Sprints expertise or recommendations of prospective Facilities and relies
solely on its own expertise and judgment in the selection of prospective Facilities.3.
    
    Sprint is Not Responsible for Retailer Facilities.Sprint has no control over any
safety measures employed at any Retailer Facilities. Therefore, Sprint assumes no duties
with regard to the safety and well-being of employees, Customers and others at Retailers
Facilities. Retailer is solely responsible for determining and taking any action necessary
and appropriate to ensure the safety and well-being of Retailers employees, the customers
and others at Retailers Facilities.




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##### 



EXHIBIT D
 Left Intentionally Blank




---



##### 



EXHIBIT E
 Left Intentionally Blank




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##### 



EXHIBIT F
 PRIVACY  SPRINT INFORMATION
 Compliance with Law .
 Safeguards.
 2.1
    
    assign random passwords and other access controls so that only employees,
representatives, agents, contractors, and Subcontractors of Retailer who have a
business need to access or use Sprint Information may access or use it;2.2
    
    encrypt Sprint Information when not directly being used by an authorized person
while on Retailers network and at all times while in course of transmission;2.3
    
    use appropriate firewalls, virus protection and other technical safeguards
against intrusion upon, and harmful transmissions to, any network or facility on which
Sprint Information is stored;2.4
    
    grant access privileges to Sprint Information only as needed by employees,
representatives, agents, contractors and Subcontractors of Retailer who have a business
need to use that information, and prompt revocation of such privileges when no longer
required; and2.5
    
    train employees and other persons with access to Sprint Information in proper
security practices and procedures.
 3. Notice of Security Breach.
 4. Disclosure of Sprint Information.
 4.1
    
    notify Sprint as soon as practicable of the request so that Sprint at its
option may seek a protective order or take other action to prevent or limit such
disclosure; and




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##### 



4.2
    
    cooperate with Sprints efforts to obtain a protective order or other
reasonable assurance to preserve the confidentiality of the Sprint Information.
 5. Return of Sprint Information.
 6. Privacy Exhibit and Annual Certification.
 7. Audits and Corrective Action Plans.
 7.1
    
    any audit shows that Retailer has failed to perform any of its obligations
under this Section; or7.2
    
    Sprint notifies Retailer in writing of its breach of its privacy obligations
under this Agreement.
 8. Miscellaneous.




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##### 



EXHIBIT G
 DISPUTE RESOLUTION
 1
    
    Dispute Resolution.All Disputes under this Agreement are subject to the following dispute
resolution process. Only a Senior Representative may initiate, respond to, negotiate, resolve
or otherwise direct the resolution of a Dispute.
 1.1
    
    Negotiation.A Senior Representatives will first attempt to negotiate a
resolution to the Dispute.
 (A)
    
    Notice of the Dispute.The disputing party initiates negotiations
by providing written notice to the other party, explaining the subject of the
Dispute and the relief requested.(B)
    
    Procedures.The party receiving a notice of Dispute must respond
in writing within 30 calendar days with a statement of its position on, and
recommended resolution of, the Dispute. If the Dispute is not resolved by this
exchange of information, the Senior Representatives of each party will meet
(either by phone, or, if agreed to, in person,) at a mutually agreeable time and
place within 60 calendar days of the date of the initial notice and thereafter
as often as they reasonably deem necessary in order to exchange relevant
information and perspectives and to attempt to resolve the Dispute.(C)
    
    Participants in the Negotiations.Senior Representatives will
negotiate the Dispute. If necessary, non-Senior Representatives of the RETAILER
or Sprint may, upon the request and at the direction of a Senior Representative,
participate in the resolution of a Dispute.(D)
    
    Failure of Negotiation.If the Dispute is not resolved within
90 calendar days of the date of the disputing partys initial notice, or if the
Senior Representatives fail to meet within 60 calendar days of the date of the
initial notice, either party may initiate non-binding mediation of the Dispute
as specified below.
 1.2
    
    Mediation.If a Dispute is not resolved through negotiation in accordance
with this Agreement, either party may submit the Dispute for mediation under the
Commercial Mediation Procedures and Rules of the American Arbitration Association
(AAA).
 (A)
    
    Conduct of Mediation.
 (1)
    
    Governing Rules. The Commercial Mediation Procedures
and Rules of the American Arbitration Association (AAA) will govern the
selection of a mediator and the conduct of the mediation, subject to this
Agreement.(2)
    
    Mediation Briefs.Mediation briefs or statements not to
exceed 15 pages will be submitted to the Mediator.(3)
    
    Additional Rules for Mediation. Unless the parties
both agree otherwise, the mediation:
 (a)
    
    will last no longer than one business day;(b)
    
    must be attended by a Senior Representative
of each party who may bring counsel and/or other representatives of
the party; and(c)
    
    will take place in New York, New York,
unless an alternative location is agreed upon by the parties.
 (B)
    
    Costs of Mediation.Each party will bear one-half of the cost of
the fees and expenses of the mediation. Each party will bear all its own (and
their advisors) costs and fees incurred initiating, preparing, and presenting
its case with respect to the mediation.




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(C)
    
    Failure of Mediation.If the Dispute is not resolved through
mediation, the mediation will be terminated by a written declaration of the
mediator that the Dispute has not been resolved.
 1.3
    
    Arbitration.No party may commence arbitration until a Dispute has been
subject to both negotiation and mediation in accordance with this Agreement. Either
party may initiate arbitration with respect to a Dispute by filing a written demand
for arbitration pursuant to the Wireless Industry Arbitration Rules of the AAA at any
time after the 45th calendar day following the date that a request for mediation of
such Dispute was first submitted, or, if earlier, the date that mediation is
terminated. This applies to all causes of action, whether nominally a claim,
counterclaim, or cross-claim, arising under common law or any state or federal
statute. The mediation may continue after the commencement of arbitration if the
parties so desire.
 (A)
    
    Identification and Location of Arbitrators.Unless otherwise
agreed by the parties, Arbitration will be conducted by a panel of three
arbitrators in New York, New York. All three arbitrators will be neutrals,
and the parties will select arbitrators in accordance with the Wireless Industry
Arbitration Rules of the AAA.(B)
    
    Conduct of Arbitration.The arbitration will be governed by the
Wireless Industry Arbitration Rules of the AAA, except as otherwise set forth in
Section 1.3 to this Exhibit G.(C)
    
    Scope of Discovery.Except as stated in this Agreement, all
discovery will be governed by the Federal Rules of Civil Procedure. Discovery
will include the request for and production of documents, depositions and
interrogatories as specified below.
 (1)
    
    Depositions. Depositions are limited to no more than 3
fact depositions per party for a period of no more than 4 hours each.(2)
    
    Expert Witnesses. Each party may have up to 2 expert
witnesses and depositions of experts, in addition to the 3 fact depositions
above, for 4 hours of testimony each, to be preceded by the experts
written report to comply with Fed.R.Civ.P.26(a)(2)(B).(3)
    
    Interrogatories. Interrogatories will be limited in
scope for the purpose of identifying persons with knowledge of facts
relevant to the Dispute; and requesting specification of damages.(4)
    
    Production of Documents. Requests for production of
documents will be limited to a one-time request and will only seek
documents related to the specific subject matter of the Dispute.(5)
    
    Settlement of discovery disputes. Any issues
concerning discovery upon which the parties cannot agree will be submitted
to the arbitration panel for determination.
 (D)
    
    Award.The arbitration panel will, upon the concurrence of at
least 2 of its 3 members, have the authority to render an appropriate decision
or award, including the power to grant all legal remedies consistent with the
terms of this Agreement and the law in the Commonwealth of Virginia. The
arbitration panel will have no power to award punitive damages of any kind, or
damages that are prohibited elsewhere in this Agreement. The binding or
preclusive effect of any award will be limited to the actual Dispute arbitrated,
and to the parties, and will have no collateral effect on any other dispute or
claim of any kind whatsoever. Within 30 calendar days of the conclusion of the
arbitration, the arbitrators will prepare in




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##### 



writing and provide to the parties the award, including factual findings and the
reasons on which the award is based.(E)
    
    Motions to Dismiss/Summary Judgment.The arbitrators are
empowered and encouraged, under appropriate circumstances, to grant motions to
dismiss or motions for summary judgment, applying standards under the Federal
Rules of Civil Procedure and the Federal Rules of Evidence.(F)
    
    No Change of Venue/Forum.Neither party will seek a transfer of
venue or forum.(G)
    
    Costs.Each party will bear one-half of the costs of the fees
and expenses of the arbitrators. Each party will bear all its own (and their
advisors) costs and fees incurred initiating, preparing, and presenting its
case with respect to the arbitration.(H)
    
    Arbitration is Confidential.The arbitration, along with all
filings and decisions, will be confidential except as necessary to enforce the
award.
 2 Waiver of Rights.
 2.1
    
    their rights to litigate Disputes in court, except as set forth in Section 4 of this Exhibit G below;2.2
    
    to receive a jury trial; and2.3
    
    to participate as a plaintiff or as a class member in any claim on a class or
consolidated basis or in a representative capacity.
 3. No Class Action Arbitration.
 4. Injunctive Relief.
 5. Survival.




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##### 



EXHIBIT H
 INSURANCE REQUIREMENTS
 1.
 1.1
    
    Commercial General Liability insurance (including but not limited to,
contractual liability insurance) with a limit of $1,000,000 for any one occurrence,
$2,000,000 General Aggregate;1.2
    
    Workers Compensation in compliance with the laws of the state(s) where
operations occur, with Employers Liability insurance in the amount of $1,000,000 each
accident, $1,000,000 by Disease each employee and $1,000,000 by Disease, Policy limit;1.3
    
    Business Automobile Liability insurance covering all vehicles used in
connection with the Agreement with a combined single limit of $1,000,000;1.4
    
    Umbrella form excess liability insurance with limits of at least $5,000,000,
and1.5
    
    All-risk property insurance (including transit coverage) to cover the full
value of all Sprint property in the care, custody and control of Retailer.1.6
    
    All policies will be occurrence form.
 2.
 3.