Exhibit 10.31
 EXECUTION COPY
 
 
 MASTER AGREEMENT FOR NETWORK SERVICES
 Customer Name:
    
    Clearwire Communications LLCAddress:
    
    4400 Carillon PointKirkland, WA 98033
 SPRINT SOLUTIONS, INC CLEARWIRE COMMUNICATIONS LLC
 BACKGROUND
      1. General
 Services Section 23
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1.2 Performance
 1.3 Additional Services
 1.4 Modification or Discontinuance of Services
    1.5 Conflicts Provision
 1.6 Change of Control
 A.
    
    Other than as permitted under Section 9
(Assignment) below, if at any time during the Term, a Competitor of Sprint
acquires a Controlling interest in Clearwire, Sprint and
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Clearwire agree
to renegotiate pricing of any or all of the services being delivered by
Sprint within 90 days following the change in Control to a Competitor of
Sprint. If the Parties, both acting reasonably, are unable to reach
agreement, on new pricing within 90 days, Sprint reserves the right to
terminate this Agreement with 180 days advance written notice.B.
    
    If Sprint is acquired by a third party, Clearwire
will have the opportunity to bid on divested or abandoned assets.
 1.7 Transition
 2. Term
  3. Attachments
      
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4. onfidential Information
 4.1 General
 4.2 Customer Proprietary Network Information Section 4.2 before
 4.3 Carrier Proprietary Information
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Section 4.3
 4.4 Privacy
 5. Dispute Resolution
 5.1 General Section 5.4 Section 5.3
 A.
    
    If there is a dispute between the Parties regarding the calculation
of [*****], the Parties will make good faith efforts to resolve the dispute based
on a review of [*****] estimates from two or more established carriers. If the
Parties are unable to resolve such dispute in accordance with Section 5.2
below, then either party may invoke the appraisal process in Subsection
5.1.C below.B.
    
    If there is a dispute between the Parties regarding the calculation
of [*****], the Parties will make good faith efforts to resolve the dispute based
on a review of [*****] as described above. If the Parties are unable to resolve
such dispute, then the dispute will be addressed in accordance with this
Section 5 (excluding Section 5.1.C).C.
    
    [*****]Appraisal Process. Either party may invoke the appraisal
process described in this provision. The party seeking an [*****] appraisal will
engage an independent valuation expert from the American Society of Appraisers,
the National Association for Certified Valuation Analysts, or a Certified Public
Account with a Business Valuation Analyst accreditation or any other independent
third party appraiser as may be mutually agreed upon by the parties. If the
other party believes such appraisal to be unreasonable, it has the right to
engage a separate appraiser from the same set of organizations. If these
independent valuations differ by more than [*****]%, a third appraisal will be
jointly commissioned and the average of the three independent appraisals will be
considered binding. If the initial two appraisals do not differ by more than
[*****]%, the average of the two will be presumed to represent [*****] for
purposes of this Agreement.
 5.2 Initial Resolution Section 5.5
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5.3
Arbitration Section 5.2
 5.4 Injunctive Relief Section 11 Section 4
 5.5 Materiality Threshold Section 5
 5.6 Jury Trial Waiver
 6. Relationship of Parties
 6.1 Independent Contractors
 6.2 No Performance
 7. Force Majeure
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8. Warranties
 8.1 Mutual Representations and Warranties
   8.2
 8.3 SECTION 8
 9. Assignment
 Section 9 Section 1.2
 10. Limitations of Liability
 10.1 Direct Damages
 10.2 Consequential Damages SECTION 11 SECTION 4
 10.3 Unauthorized Access/Hacking
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10.4 Content
 11. Indemnification
 11.1
 11.2 Clearwire Indemnification
 A.
    
    Clearwire will indemnify and defend Sprint, Sprints
directors, officers, employees, agents and their successors, against all
third party claims for damages, losses, liabilities or expenses, including
reasonable attorneys fees, arising out of:
 (1)
    
    Clearwires failure to obtain permits,
licenses, or consents that Clearwire is required to obtain to enable
Sprint to provide the Products or Services (e.g., landlord
permissions or local construction licenses). This provision does not
include permits, licenses, or consents related to Sprints general
qualification to conduct business;(2)
    
    Clearwires breach of the licensing
requirements in the Software License section (Section 5.2);(3)
    
    Clearwires failure to comply with any
provision of the Use of Products and Services section (Section
6.2 of Attachment A to this Agreement); or(4)
    
    Sprints failure to pay any tax based on
Clearwires claim of a legitimate exemption under applicable law.
 11.3 Sprint Indemnification
 A.
    
    Sprint will indemnify and defend Clearwire,
Clearwires directors, officers, employees, agents and their successors,
against all third party claims for damages, losses, liabilities or
expenses, including reasonable attorneys fees, arising out of:
 (1)
    
    Sprints failure to obtain permits,
licenses, or consents that Sprint is expressly required pursuant to
this Agreement or a mutually agreed upon written statement of work,
or are otherwise necessary for the continuance of Sprints normal
business operations, to obtain, to enable Sprint to provide the
Products or Services (e.g., landlord permissions or local
construction licenses); or(2)
    
    Sprints failure to pay any tax or fee
required to be paid by Sprint under this Agreement or applicable
law.
 B.
    
    In addition, Sprint will indemnify and defend
Clearwire, Clearwires directors, officers, employees, agents and their
successors against third party claims alleging that
Services as provided infringe any third party United States patent or
copyright or contain misappropriated third party trade secrets. Sprints
obligations under this section will be reduced, but only to the extent
that the infringement or violation is caused by (i) Sprints
implementation of specifications that were provided or requested by
Clearwire and such infringement or violation would not have occurred but
for Sprints implementation of such specifications, or (ii) Clearwires
continued use of infringing Services after Sprint provides reasonable
notice to Clearwire of the infringement and provides to Clearwire
non-infringing substitute Services of substantially the same
functionality and quality or, if Sprint does not have a commercially
reasonable substitute available, has allowed Clearwire to terminate
without any early termination liability. For any third party claim that
Sprint receives, or to minimize the potential for a claim, Sprint may,
at its option and expense, either:
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(1)
    
    procure the right for Clearwire to
continue using the Services;(2)
    
    replace or modify the Services with
comparable Services, without material impact on the features,
functionality or pricing of the Products or Services and without
material impact on Sprints ability to meet the SLA for the
Products and Services; or, if the remedies stated in clauses (1)
and (2) above are not available on commercially reasonable terms,(3)
    
    terminate the Services with as much
prior notice as possible to Clearwire under the circumstances
(without the imposition of any early termination penalties on
Clearwire) and refund to Clearwire any amounts prepaid by Clearwire
under this Agreement for Services or Products not rendered. Sprint
will refund Clearwire a prorata portion of nonrecurring charges
paid, if any, based on the number of months remaining in the
Initial Term or initial minimum Order Term, as applicable, at the
time of termination.
 11.4 Rights of Indemnified Party
 11.5 Exclusive Remedies
 12. Compliance with Laws
  13. Mutual Cooperation
 13.1 Account Management
 13.2 Cooperation in Performance
 13.3 Records Audits
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Section 13.3.A:
    Section 13.3.A
 13.4
 14. Permits
  15. Trademarks, Tradenames and Other Intellectual Property
  16. Termination
 16.1 Termination for Breach
 A.
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B.
 16.2
Termination for Convenience.
 17. Amendment; Waiver
  18. Severability
  19. Survival of Obligations
  20. Applicable Law
  21. No Unreasonable Delay or Withholding
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22. Third Party Beneficiary Rights
  23. Definitions
 23.1 Affiliate
 23.2 Competitor of Sprint
 23.3 Control
 23.4 Controlled Affiliate
    23.5 Commencement Date
 23.6 Domestic
 23.7 Effective Date
 23.8
 23.9
 23.10
 23.11
 23.12 Clearwire Regional Data Centers
 23.13 Order Purchase Order Order Term
 23.14 Parent
 23.15 Person
 23.16 Product(s)
 23.17 Product-specific Terms
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23.18 Schedule(s) FCC
 23.19 Service(s)
 23.20 Sprint Regional Data Centers
 23.21 Subsidiary
 23.22 Tariffs
 23.23 Clearwire WiMAX Service Center NWSC
 24. Intentionally Omitted.
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25. Entire Agreement
   CLEARWIRE COMMUNICATIONS LLCBy:
    
    /s/ Hope CochranAuthorized SignatureDate:
    
    November 28, 2008Name and Title:
    
    Hope Cochran
Senior Vice
President, Finance
and Treasurer
 (please type or print)Address:
    
    4400 Carillon PointKirkland, WA 98033Fax: (425) 216-7776
 SPRINT SOLUTIONS, INC.as contracting agent on behalf of the applicable
Sprint affiliated entities providing the Products and
ServicesBy:
    
    /s/ Keith O. CowanAuthorized SignatureDate:
    
    November 28, 2008Name and Title:
    
    Keith O. Cowan
Vice President
 (please type or print)Address:
    
    6200 Sprint ParkwayOverland Park, KS 66251Fax: (913) 523-8888
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ATTACHMENT A
 INTEREXCHANGE SERVICES PRICING
 1.
    
    GENERAL
 1.1
    
    Applicability. This Agreement contains general provisions that apply to all Sprint
wireline and professional Products and Services that Clearwire is purchasing under this
Agreement. Capitalized terms are defined in this Agreement or in the applicable Tariffs,
Schedules or Product-specific Terms.1.2
    
    Rates and Conditions Website. Clearwires use of Sprint Products or Services is also
governed by the applicable Tariffs or Schedules posted at
http://www.sprint.com/ratesandconditions (the Rates and Conditions
Website), and the applicable Product and Service annexes posted on the Rates and
Conditions Website, provided that if there is a conflict or inconsistency between the terms
and conditions of the Rates and Conditions Website and this Agreement, the terms and
conditions of this Agreement will control with respect to each conflict.
 2.
    
    CHARGES
 2.1
    
    Orders
 A.
    
    Rates. During the Term, Clearwire will pay Sprint the rates and charges for
Products or Services as set forth in this Attachment.B.
    
    Issuance and Acceptance. Only persons authorized by Clearwire will issue
Orders under the Agreement. Sprint may accept an Order by (1) signing and returning a
copy of the Order to Clearwire; (2) delivering any of the Products or Services
ordered; (3) informing Clearwire of the commencement of performance; or (4) returning
an acknowledgment of the Order to Clearwire.C.
    
    Cancellation or Rejection. Clearwire may cancel an Order at any time before
Sprint ships the Order or begins performance, but Clearwire must pay any actual
costs incurred by Sprint due to Clearwires cancellation. Sprint may reject an Order
because of limited availability of the Product or Service ordered or Clearwires
negative payment history. In the case of limited availability, Sprint will offer
Clearwire an alternative, if available, at no additional cost. Sprint will notify
Clearwire of rejected or canceled Orders, and shall provide Clearwire with forecasts,
if available, to allow Clearwire to plan around instances of limited availability.D.
    
    Clearwire Purchase Orders. Clearwire purchase orders are binding only upon
acceptance in writing by Sprint. Except in the case of a Special Customer Arrangement
Form, the terms and conditions in any Clearwire-issued purchase order accepted by
Sprint will have no force or effect other than to denote quantity, the Products or
Services purchased, delivery destinations, requested delivery dates and any other
information required by this Agreement.
 2.2
    
    Fixed Rates and Percentage Discounts. The rates and discounts identified in the pricing
Attachments will be reviewed and reassessed on [*****] basis, [*****] (unless stated
otherwise in the applicable Attachment). Rates and charges not fixed in this Agreement will
be based on then-current Schedules, Tariffs, or price lists at the time of purchase.2.3
    
    Rate Adjustments. Sprint may impose on Clearwire additional regulatory fees,
administrative charges, and charges or surcharges for the costs Sprint incurs in complying
with governmental programs, but such additional charges will be no greater than what Sprint
is charging similarly situated business customers (excluding public sector or wholesale
customers). Sprint will not add any new fees unique to Clearwire and any additional fees
will be no more than the lowest fees Sprint charges to similarly situated customers. These
charges include, but are not limited to, state and federal Carrier Universal Service
Charges, Compensation to Payphone Sprints, Telephone Relay Service, or Gross Receipts
surcharges. The amount of the fees and charges imposed may vary. Sprint may impose
additional charges or surcharges to recover amounts Sprint is charged for terminating or
originating a call to other wireless carriers such as international mobile termination
charges, and to recover increased access costs imposed on Sprint as a result of Clearwires
specific traffic patterns, network configuration or routing protocol. Clearwire will have
the right to terminate this Agreement without early termination liability if Sprint imposes
any additional, material fees, charges or surcharges on Clearwire under this Section
2.3.
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2.4
    
    Taxes
 A.
    
    Taxes Not Included. Sprints rates and charges for Products and Services do
not include taxes. Clearwire will pay all applicable taxes of which Sprint notifies
Clearwire, including, but not limited to, sales, use, gross receipts, excise, VAT,
property, transaction, or other local, state or national taxes or charges imposed on,
or based upon, the provision, sale or use of Products or Services.B.
    
    Withholding Taxes. Notwithstanding any other provision of this Agreement,
if a jurisdiction in which Clearwire conducts business requires Clearwire to deduct
or withhold separate taxes from any amount due to Sprint, Clearwire must notify
Sprint in writing. Sprint will then increase the gross amount of Clearwires invoice
so that, after Clearwires deduction or withholding for taxes, the net amount paid to
Sprint will not be less than the amount Sprint would have received without the
required deduction or withholding.C.
    
    Exclusions. Clearwire will not be responsible for payment of:
 (1)
    
    Sprints direct income taxes and employment taxes; and(2)
    
    any other tax to the extent that Clearwire demonstrates a legitimate
exemption under applicable law.
 2.5
    
    [*****].
 3.
    
    BILLING AND PAYMENT
 3.1
    
    Invoicing
 A.
    
    Commencement of Invoicing. Sprint may begin invoicing Clearwire in full for
non-recurring and recurring charges on the date the Products or Services are installed
and made available and confirmed to be accepted by Clearwire under Section D below.B.
    
    Delays. If Sprint cannot install or make available the Product or Service by the
delivery date specified in the Order due to a Clearwire-caused delay, Sprint may bill
Clearwire as of the delivery date specified in the Order or, if no date is specified,
any time 30 days or more after the Effective Date.C.
    
    Timing. In general, for recurring Services, Sprint bills fixed Service charges in
advance and usage-based charges in arrears.D.
    
    Clearwire will have five (5) business days after the time the Services are made
available to Clearwire for testing to accept or reject Services in writing (unless a
longer warranty period is expressly stated). After five business days, the Services
will be deemed accepted if no rejection notice has been received by Sprint. If a Service
is rejected, Clearwire must provide written reasons for the rejection and Sprint will
have at least 30 days to cure the problem. Clearwire will have another five (5)
business days to accept or reject any repaired Service. Clearwire will not unreasonably
reject a Service. If Clearwire has rejected Services twice, as provided in this
paragraph, Clearwire may terminate the Order for such Services without any early
termination liability.
 3.2
    
    Payment Terms. Payment terms are net 30 days from the date of invoice receipt for all
undisputed charges. If Clearwire fails to make such payment within 15 days of receiving
Sprints written notice of nonpayment, Clearwire will pay Sprint the lesser of a 1.5%
monthly fee or up to the maximum allowed by law on all undisputed past due invoices. In
addition, after 20 days notice to Clearwire, Sprint may take other action to compel payment
of past due amounts, including suspension or termination of Services, unless prohibited by
an applicable Tariff, state law or regulation. Clearwire may not offset credits owed to
Clearwire on one account against payments due on the same or another account without
Sprints written consent. Sprints acceptance of late or partial payments is not a waiver
of its right to collect the full amount due. Clearwires payment obligations include late
charges and third party collection costs incurred by Sprint, including, but not limited to,
reasonable attorneys fees, if Clearwire fails to cure its breach of these payment terms.
Notwithstanding the foregoing, Sprint acknowledges that any suspension or termination of
Services would cause significant business interruption to Clearwire and thus Sprint agrees
to make commercially reasonable efforts to resolve any such non-payment of undisputed past
due amounts prior to any suspension or termination of Services.3.3
    
    Billing Errors. If Sprint fails to bill for a Domestic service due to errors made by
Sprint in their billing systems or processes, once the error is discovered, Clearwire is
only obligated to pay for up to 180 days in arrears.3.4
    
    Disputed Charges. If Clearwire disputes a charge in good faith, Clearwire may withhold
payment of that charge if Clearwire (A) makes timely payment of all undisputed charges; and
(B) within 30 days of the due
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date, provides Sprint with a written explanation of Clearwires reasons for disputing the
charge. Clearwire must cooperate with Sprint to resolve promptly any disputed charge. If
Sprint determines, in good faith, that the disputed charge is valid, Sprint will notify
Clearwire and, within 5 business days of receiving notice, Clearwire must pay the charge or
invoke the dispute resolution process in Section 5 of this Agreement. If Sprint determines,
in good faith, that the disputed charge is invalid, Sprint will credit Clearwire for the
invalid charge promptly but no later than two bill cycles.3.5
    
    Repayment of Credits or Waived Charges. If Sprint terminates a Service or the Agreement
due to Clearwires material breach, or Clearwire terminates a Service or the Agreement
before the end of any applicable Order Term or minimum service term (unless due to Sprints
material breach or other events giving rise to Clearwires right to terminate this
Agreement), Clearwire will repay Sprint a pro rata portion of any credits issued or charges
waived, based upon the number of months remaining in the Order Term or minimum service term
at the time of termination. This provision does not apply to service level credits issued
for Service outages.3.6
    
    Records. Sprint must maintain complete and accurate records to substantiate Sprints
charges billed under this Agreement. Unless otherwise specified in a Order, Sprint will
retain such records for a period at least as long as the period for which Sprint maintains
comparable records for its own account, which period must be at least as long as may be
required by law. Clearwire and its authorized agents, subject to obligations of
confidentiality as set forth in this Agreement or as otherwise provided by law, will be
allowed access to the records on prior written request during normal business hours during
the term of this Agreement and during the respective periods in that Sprint is required to
maintain the records. Access to the records will be made at the location where the records
are normally maintained.
 4.
    
    CREDIT APPROVAL. If during the Term, Clearwires financial circumstance or payment history
becomes reasonably unacceptable to Sprint, then Sprint may require adequate assurance of
future payment as a condition of accepting new orders.5.
    
    EQUIPMENT AND SOFTWARE
 5.1
    
    Third-Party Equipment or Software. Clearwire is responsible for any items not provided
by Sprint (including, but not limited to, equipment or software) that impair Product or
Service quality. Upon notice from Sprint of an impairment, with supporting data, Clearwire
promptly will attempt to cure the problem. Clearwire will continue to pay Sprint for
Products and Services during such impairment or related suspension. If the impairment
interferes with the use of Sprints network by Sprint or third parties, Sprint, in its
reasonable discretion, may suspend or disconnect the affected Products and Services without
advance notice to Clearwire, although Sprint will provide advance notice where practical.
At Clearwires request, Sprint will troubleshoot the impairment at a mutually agreed upon
discounted rate off Sprints then current rate Sprint is not liable if a commercially
reasonable change in Products or Services causes equipment or software not provided by
Sprint to become obsolete, require alteration, or perform at lower levels.5.2
    
    Software License
 A.
    
    Licensing Requirements. Where software is provided with a Product or Service,
Clearwire is granted a non-exclusive and non-transferable license or sublicense to use
the software, including any related documentation, solely to enable Clearwire to use the
Products and Services in accordance with the applicable licensing requirements,
provided, however, that the license or sublicense is transferable as part of an
assignment of this Agreement that is permitted under Section 9 of the Agreement.
Software licensing terms and conditions of Sprints software vendors are provided by
Sprint or posted at www.sprint.com/ratesandconditions or otherwise provided to Clearwire
through click or shrinkwrap agreements. Sprint may suspend, block or terminate
Clearwires use of any software if Clearwire fails to comply with any applicable
licensing requirement but only after notice and a reasonable opportunity to cure the
failure to comply with the license terms.
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B.
    
    Prohibitions. Clearwire is not granted any right to use any software on behalf of
third parties or for time share or service bureau activities. No rights are granted to
source code and Clearwire agrees not to reverse engineer, decompile, modify or enhance
any software.
 5.3
    
    Title to Software or Equipment. Sprint or its suppliers retain title and property
rights to Sprint-provided software and equipment (excluding Products sold to Clearwire
under this Agreement). Upon termination or expiration of this Agreement or the applicable
Service, but subject to all Clearwire rights to acquire the license and equipment set forth
herein or in the Agreement, any applicable software license will terminate and Clearwire
will surrender and immediately return the Sprint-provided equipment and software to Sprint.
 6.
    
    CLEARWIRE RESPONSIBILITIES
 6.1
    
    Installation. Clearwire will reasonably cooperate with Sprint or Sprints agents, and
Sprint will reasonably cooperate with Clearwire and Clearwires agents, to enable Sprint or
its agents to install the Products and Services. Clearwire is responsible for damage to
Sprint-owned Products and Services located on Clearwire premises, excluding reasonable wear
and tear or damage caused by Sprint.6.2
    
    Use of Products and Services
 A.
    
    Acceptable Use Policy. If Clearwire purchases Products or Services,
Clearwire must conform to the acceptable use policy posted at
http://www.sprint.com/legal/agreement.html, as reasonably amended from time
to time by Sprint.B.
    
    Abuse and Fraud. Clearwire will not use Products or Services: (1) for
fraudulent, unlawful or destructive purposes, including, but not limited to,
unauthorized or attempted unauthorized access to, or alteration, abuse or destruction
of, information; or (2) in any manner that causes interference with Sprints or
anothers use of the Sprint network. Clearwire will cooperate promptly with Sprint to
prevent third parties from gaining unauthorized access to the Products and Services
via Clearwires facilities.C.
    
    Resale. Clearwire may not resell Sprints wireless Products and Services.
Clearwire may not resell long distance (interexchange) wireline Products and Services
unless specifically set forth in a separate Sprint wholesale agreement.D.
    
    Traffic Pumping/Access Stimulation. If Clearwires traffic patterns,
routing protocols or network configuration generate access costs to Sprint that meet
or exceed the revenues received from Clearwire, Sprint reserves the right, upon
notice to Clearwire, to renegotiate in good faith the price for such service.E.
    
    Agent Designation. For Services Sprint provides to Clearwire in countries
outside the United States, and as required by: (1) law; (2) regulation; (3) other
service providers; or (4) the terms of this Agreement, Clearwire appoints Sprint as
Clearwires agent during the Term for the limited purpose of procuring, ordering,
leasing or purchasing products and services necessary for providing the Products and
Services, including, but not limited to, local access and customer premise equipment
necessary for the provision of the Products and Services.
 7.
    
    ORDER TERMS FOR WIRELINE PRODUCTS AND SERVICES
 7.1
    
    Calculation of Early Order Term Termination Liability. Certain wireline Products and
Services may be priced based on a minimum Order Term, which may be identified as an Order
Term, Access Term Plan, or similar language, as listed in the applicable pricing
Attachment. If Clearwire terminates an Order in whole or in part, before expiration of the
Order Term (unless due to Sprints material failure or other events giving rise to
Clearwires right to terminate this Agreement), or if Sprint terminates an Order under a
termination right provided to Sprint under this Agreement or as a result of Clearwires
material breach of this Agreement, then Clearwire will pay the following early termination
charges, which represent Sprints reasonable liquidated damages and not a penalty:
 A.
    
    Access Orders. A lump sum equal to (a) the applicable monthly charges for any DS3
or greater dedicated access or any level of Ethernet access, multiplied by the number of
months remaining in the Order Term, plus (b) a pro rata amount of any waived
installation charges, based on the number of months remaining in the applicable minimum
Order Term;B.
    
    General Liability. A lump sum equal to (a) the applicable monthly charges for the
Service multiplied by the number of months remaining in the first year of the Initial
Term, plus (b) 35% of the applicable monthly charges multiplied by the number of months
remaining in the Initial Term after the first year,
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plus (c) a pro rata amount of any waived installation charges, based on the number of
months remaining in the applicable minimum Order Term, less (d) amounts paid, if any,
for early termination of either Ethernet or DS3 or greater bandwidth access under
subsection (A) above; andC.
    
    Third Party Liability. Any liabilities imposed on Sprint by third parties, such
as a Local Exchange Carrier (LEC) or PTT, as a result of Clearwires early
termination.D.
    
    Waiver of Order Term Liabilities. Upon prior approval of Sprint, Clearwire will
not be liable for the early termination charges in the Calculation of Early Order Term
Termination Liability section above, if Clearwire orders another Service of the same or
greater monthly price with an Order Term no less than the remaining months in the
initial Order Term (or one year, whichever is greater) at the same time Clearwire
provides Sprint with the termination notice. Such approval will be in Sprints
reasonable discretion and based upon financial and other business considerations.
 7.2
    
    Disconnect Notice
 A.
    
    Notice Requirement. For Domestic Services, Sprint will have up to 30 days
to complete disconnection. For non-Domestic Services, Sprint may require a longer
period to complete disconnection, and Clearwire will be responsible for charges
through the last to occur of the 60th day after Sprint received the
disconnect notice, or the date Clearwire stops using the Services. Where Clearwire
is upgrading to a larger circuit at the same site, disconnection of the initial
circuit will be immediate.B.
    
    Forms Required. For written notice of disconnect to be effective, Clearwire
must provide information necessary for Sprint to complete the disconnect. Failure to
provide required disconnect information may result in Sprints revocation of
connecting facility assignments from Sprint to the LEC and Clearwire will be liable
for any resulting charges imposed on Sprint by the LEC.
 8.
    
    MISCELLANEOUS
 8.1
    
    Notice. Notices required under this Agreement must be submitted in writing to the
partys address for notice listed in this Agreement or an Order and, in the case of a
dispute, notices also must be sent to:
 Sprint:
    
    Clearwire:Attn: Vice President Law Dept.
    
    Attn: General Counsel Marketing & Sales
    
    4400 Carillon PointKSOPHT0101-Z2525
    
    Kirkland, WA 980336391 Sprint Parkway
    
    Fax: (425) 216-7776Overland Park, KS 66251-2525
 8.2
    
    URLs and Successor URLs. References to Uniform Resource Locators (URLs) in this
Agreement include any successor URLs designated by Sprint.
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ATTACHMENT A-1
 IP NETWORK TRANSPORT SERVICES
 1. General.
 1.1 Global MPLS VPN Pricing.
 A.
 B.
 1.2 VoIP Pricing
 A.
 B.
 1.3
 1.4
  4. Data Center Transport.
 5. Dedicated Internet Access GigE Sites.
  Sprint POP or IP node sites  DIA GIGETOC
    
    Address
    
    City
    
    State
    
    Zip
    
    GIGE Lead Time & Notes
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EXHIBIT A TO ATTACHMENT A-1
 IP ADDRESSES
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EXHIBIT B TO ATTACHMENT A-1
 XOHM INVENTORY  HYBRID MPLS/DIA PORTS FOR CONVERSION
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ATTACHMENT A-2
 DATA CENTER COLLOCATION
 1.
    
    Data Center Collocation. Sprint will, subject to capacity, provide Clearwire with rack space
in existing Sprint-owned or Sprint-leased data centers, subject to any subleasing consents or
restrictions, if any, in Sprints agreement with the lessor and available space at the data
center location which will not impact Sprints ability to operate, maintain and grow its
networks.2.
    
    Pricing. The monthly recurring charges for rack space, will be the [*****] or if applicable,
[*****] as described in Section 2.5 of the Agreement, of such space, based on the percentage
of space required by the Clearwire equipment, and using the design diagrams and specifications
provided by Clearwire as approved by Sprint and/or the data center lessor, as may be required,
unless the parties agree otherwise in writing. Unless expressly stated otherwise, data center
pricing in this Attachment does not include additional collocation services, such as security
access, monitoring, power, IP transport or additional incremental improvements Clearwire may
request in order to collocate in the data center. Examples include, but are not limited to
cages, power meters, equipment setup, wiring, duct work, etc.3.
    
    Other Terms and Conditions.
 3.1
    
    Security. Sprint will use commercially reasonable efforts to provide Clearwire with
unescorted access 24x7, subject to any reasonable security restrictions or policies, as
provided in writing to Clearwire by Sprint, as well as any restrictions in an applicable
lease agreement. If Clearwire is accessing any Sprint facilities, network, equipment or
systems, Clearwire must comply with Sprints security restrictions, which may include, but
are not limited to, requirements relating to personnel background checks, IT policies,
Vendor/Partner Security Standards, physical security requirements, and the Core Site Access
Requirements (Site Access Requirements), which is attached as Exhibit C to Attachment
C-1, as amended.3.2
    
    Insurance. Clearwire will be required to maintain specified insurance coverages as
described in the Facilities and Services Annex, which is attached to this Agreement.3.3
    
    Building Installations. Sprint and Clearwire will cooperate in good faith to evaluate
to what extent Clearwire may be granted rights to install antennae, generators or other
equipment on the exterior of each data center in which Clearwire is collocated. Such rights
may be limited by Sprint lease agreements, structural constraints, aesthetic, environmental
or regulatory constraints and availability of space.3.4
    
    Technical Standards. Any Clearwire equipment to be collocated in a data center must
comply with Sprints technical standards, which Sprint will provide in writing. To the
extent Clearwire equipment does not comply with Sprints standards, the parties will
cooperate in good faith to assess the impacts to the integrity of the data center facility
and whether the equipment complies with other relevant standards.3.5
    
    The collocation services described in this Attachment are subject to the terms and
conditions in the Facilities and Services Annex (Attachment C-1), including its Exhibits.
If a conflict exists between the terms and conditions in this Attachment and those in the
Facilities and Services Annex, this Attachment will control.
 
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ATTACHMENT A-3
 NETWORK AND OPERATIONS MANAGEMENT
 1.
    
    Network Connectivity: At their own expense, both parties will establish Network
Operations Center (NOC) to NOC connectivity for all shared hardware solutions. Each
party will have separate Operating System Support (OSS) systems at their own costs.2.
    
    Network Security: At their own expense, both parties will ensure network security,
such as firewalls, are appropriate for both parties and regulatory compliance on all shared
hardware solutions.3.
    
    For the Term of this Agreement, the parties will rely on the wireline and wireless
Interface Agreements attached as Exhibits A and B to this Attachment A-3, which are
incorporated into this Agreement, to govern their NOC to NOC interactions.
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EXHIBIT A TO ATTACHMENT A-3
 INTERFACE AGREEMENT BETWEEN SPRINT AND CLEARWIRE FOR WIRELINE SERVICES
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1. General
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7 Approvals
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EXHIBIT B TO ATTACHMENT A-3
 INTERFACE AGREEMENT BETWEEN SPRINT AND CLEARWIRE FOR WIRELESS SERVICES
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ATTACHMENT A-4
 APPLICATION PLATFORMS
 1.
    
    Application Platforms. Sprint will, subject to capacity, provide Clearwire with access
as needed to agreed upon business application platforms, including but not limited to
Voicemail, Instant Messaging Services, Location-Based Systems and Media Server. Sprint will
provide access to Application Platform Infrastructure as defined by the parties (API) and
Clearwire will build its own applications to interface with these platforms. Sprints
pricing to Clearwire will be based on a mixed cost basis consisting of a monthly flat rate
and an additional per subscriber charge to be agreed-upon by the parties.2.
    
    Technology Roadmap.Clearwire will provide Sprint with regular forecasting, as well as
its three-year Technology Roadmap in order to develop the platforms in support of
Clearwires requirements and specifications. Sprint will review Clearwires forecasts and
roadmap, but any additional capacity commitments and associated costs must be mutually
agreed upon in advance in writing.3.
    
    Testing and Lab Certification.Clearwire will work in good faith to provide Sprint
testing access to Clearwires IOT lab and production lab for development and certification
of each platform. The parties will act reasonably to mutually agree on space requirements
and allocation of costs. Clearwire will use commercially reasonable efforts to enable
Sprint to purchase equipment from Clearwires vendors at the pricing Clearwire receives
from the vendor.
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EXHIBIT A TO ATTACHMENT A-4
 LOCATION-BASED SERVICES (LBS)
  8. CHANGES IN SCOPE
  9. OTHER DOCUMENTS
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ATTACHMENT A-5
 TOLL FREE
SERVICES
 Toll
Free Services




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ATTACHMENT A-6
 NETWORK METROPOLITAN AREA NETWORK PRIVATE LINE FACILITIES
SERVICE DESCRIPTION AND PRICING
 1.
 Circuit
    
    City Set A
    
    City Set B[*****]
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EXHIBIT A TO ATTACHMENT A-6
  SPRINT AND CLEARWIRE CONFIDENTIAL AND PROPRIETARY INFORMATION




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EXHIBIT B TO ATTACHMENT A-6
  SPRINT AND CLEARWIRE CONFIDENTIAL AND PROPRIETARY INFORMATION




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Attachment B  Part 1
Backhaul
  General
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ATTACHMENT C
 PRODUCT ANNEXES
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ATTACHMENT C-1
 FACILITIES AND SERVICES ANNEX




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EXHIBIT A TO ATTACHMENT C-1
 COLLOCATION SITES
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ATTACHMENT C-2
 SPRINT DEDICATED INTERNET ACCESS PRODUCT ANNEX
  SPRINT CONFIDENTIAL AND PROPRIETARY INFORMATION
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ATTACHMENT C-3
 SPRINT GLOBAL MPLS VPN
PRODUCT ANNEX
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ATTACHMENT D
 SERVICE LEVEL AGREEMENTS
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ATTACHMENT D-1
 GLOBAL SPRINT DEDICATED IP SERVICES
SERVICE LEVEL AGREEMENTS (SLA)




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ATTACHMENT E
 FORECASTING AND CAPACITY MANAGEMENT
  SPRINT CONFIDENTIAL AND PROPRIETARY INFORMATION
 Page 66 of 66