Exhibit 10.27
  
 MARKET DEVELOPMENT AGREEMENT
 BETWEEN
 CLEARWIRE COMMUNICATIONS LLC
 AND
 INTEL CORPORATION




---



##### 



TABLE OF CONTENTS
 SECTION REFERENCES
 1. PREAMBLE
    
    
    42. PURPOSE AND SCOPE
    
    
    53. TERM AND MVNO OPTION
    
    
    54. DEVICE EMBEDDING RATES, DISTRIBUTION INCENTIVES AND EMBEDDING SUPPORT ACTIVITIES
    
    
    75. ACTIVATION FEES FOR EMBEDDED DEVICES
    
    
    106. CLEARWIRE COMMUNICATIONS NETWORK DEPLOYMENT
    
    
    117. REMEDIES FOR MISSED PERFORMANCE TARGETS
    
    
    128. [*****]
    
    
    139. DATABASE, TRACKING OF ACTIVATIONS AND AUDITS
    
    
    1410. MARKETING AND CO-BRANDING
    
    
    1611. [*****]
    
    
    2112. REVENUE SHARE
    
    
    2113. RESERVED
    
    
    2214. OPEN PATENT ALLIANCE
    
    
    2215. QUARTERLY MANAGEMENT REVIEW
    
    
    2316. REPORTS AND PAYMENTS
    
    
    2317. PRIOR AGREEMENTS
    
    
    2418. WIMAX DEVELOPMENT ROADMAP AND SUPPORT
    
    
    2519. RESERVED
    
    
    2720. WIMAX CHIPSET SOURCING TERMS
    
    
    27




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##### 



21. COLLABORATION ON GLOBAL ADOPTION
    
    
    2722. CUSTOMER RELATIONS
    
    
    2823. DEMONSTRATION AND TEST ACCOUNTS
    
    
    2824. NETWORK DATA
    
    
    2925. INTELLECTUAL PROPERTY OWNERSHIP
    
    
    2926. DISCLAIMER OF WARRANTIES
    
    
    3027. GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS OF INTEL
    
    
    3028. GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS OF CLEARWIRE COMMUNICATIONS
    
    
    3129. CONFIDENTIAL INFORMATION
    
    
    3130. SEC FILING
    
    
    3331. INDEMNITY
    
    
    3432. LIMITATION OF LIABILITY
    
    
    3633. TERMINATION
    
    
    3634. REGULATORY REQUIREMENTS AND STANDARDS
    
    
    4235. COMPLIANCE WITH LAWS
    
    
    4236. MARKS
    
    
    4237. TAXES, DUTIES AND APPLICABLE TAX LAWS
    
    
    4338. FORCE MAJEURE
    
    
    4339. NOTICES
    
    
    4440. RESERVED
    
    
    4541. CHOICE OF LAW; DISPUTE RESOLUTION
    
    
    4542. SEVERABILITY
    
    
    49
  - 2 -




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##### 



43. SURVIVAL
    
    
    4944. BINDING EFFECT; ENTIRE AGREEMENT
    
    
    5045. AMENDMENTS; NO WAIVER
    
    
    5046. CONSTRUCTION AND INTERPRETATION
    
    
    5047. INCORPORATION BY REFERENCE
    
    
    5148. COUNTERPARTS; FAX SIGNATURES
    
    
    51
 INDEX OF APPENDICES
 Appendix A
    
    Definitions ListAppendix B
    
    Intel MVNO Bundling RequirementsAppendix C
    
    Method of Measuring POPs CoverageAppendix D
    
    [*****]Appendix E
    
    Technical Performance RequirementsAppendix F
    
    Trademark License AgreementAppendix G
    
    RFI/RFP Provisions
  - 3 -




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##### 



MARKET DEVELOPMENT AGREEMENT
BETWEEN
CLEARWIRE COMMUNICATIONS LLC
AND
INTEL CORPORATION
 Agreement Clearwire Communications LLC, Clearwire
Communications Intel
Corporation Party Parties Appendix A Master Definitions List
 1. PREAMBLE
         - 4 -




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##### 



2. PURPOSE AND SCOPE
    3. TERM AND MVNO OPTION
 Effective Date Initial Term
  - 5 -




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##### 



Intel Renewal Period Renewal Period Term
 Section 3.3 3G MVNO Agreement
 4G MVNO
Agreement 4G MVNO Election Combined MVNO
Election Appendix
B Intel Bundled Services
   - 6 -




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##### 



Section 10.1 Table
4.1
    4.
    
    DEVICE EMBEDDING RATES, DISTRIBUTION INCENTIVES AND
  - 7 -




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##### 



EMBEDDING SUPPORT ACTIVITIES
  Table 4.1 Section
3.1 Section 4.1.2
 TABLE 4.1
Intel Embedding Rate Commitment for  Sold to
        - 8 -




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##### 



- 9 -




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##### 



Section
4.8.1 Certification Costs For Intel Qualifying Devices
 5. ACTIVATION FEES FOR EMBEDDED DEVICES
 Table 5.1 Section 4.1 Table 5.1
  - 10 -




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##### 



TABLE 5.1
Intel Embedded Device Activation Fees
  Section 5.2.1.
 Section 5.2
  Section 5.2 Section 5.1 Section 5.2 Section 5.2.2 Section 5.2
 Section 5.3 Section 5.3 Section 5.3
 Section 16.3 Section 5.2
  6. CLEARWIRE COMMUNICATIONS NETWORK DEPLOYMENT
 Table
 6.1
  - 11 -




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##### 



TABLE 6.1
Clearwire Communications POPs Coverage Commitment
 POPs Coverage to be Achieved by ClearwireTime Period
    
    Communications[*****]
    
    
    [*****]
 Section 6 Appendix C
  7. REMEDIES FOR MISSED PERFORMANCE TARGETS
  Section 7.3 Table 7.2
 TABLE 7.2
  - 12 -




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##### 



Remedies for Missed Performance Targets
  Section 7.2 Table 7.2 Section 3.1 Section
3.1
 8.
 Section 4.1 Section 4.1 Section 8.1 Section 4.3
    - 13 -




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##### 



9. DATABASE, TRACKING OF ACTIVATIONS AND AUDITS
 Activation Database
  Audit
  - 14 -




---



##### 



Auditor
   Section 9.2.2 Section
9.2.3
  - 15 -




---



##### 



10. MARKETING AND CO-BRANDING
 Section
10 Intel MDF Section 10
  Section
15
 Appendix F
  - 16 -




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##### 



Appendix F Appendix D Appendix D Appendix D
 Appendix F Trademark License
 Section 10 Section 10.6 Section
10
   - 17 -




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##### 



Section 10.6
 Section 10.5 Section 10.6 Minimum Enabling Requirements
           - 18 -




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##### 



®
   - 19 -




---



##### 



Section 10.6 Section 10.7 Section 15 Section 10.6 Section 9.2 Section 10.6 Section 10.6
 Section 29.8
  - 20 -




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##### 



11.
             Section 11.5.2
  Section 11.5.4
 Section 11.5.4 Section 11.5.4 Section 11.5.4
 12. REVENUE SHARE
  - 21 -




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##### 



13. RESERVED
 14. OPEN PATENT ALLIANCE
       - 22 -




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##### 



Appendix G
 15. QUARTERLY MANAGEMENT REVIEW
  16. REPORTS AND PAYMENTS
        - 23 -




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##### 



17. PRIOR AGREEMENTS
   - 24 -




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##### 



18. WIMAX DEVELOPMENT ROADMAP AND SUPPORT
         - 25 -




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##### 



- 26 -




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##### 



19. RESERVED
 20. WIMAX CHIPSET SOURCING TERMS
  21. COLLABORATION ON GLOBAL ADOPTION
     - 27 -




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##### 



22. CUSTOMER RELATIONSHIPS
     23. DEMONSTRATION AND TEST ACCOUNTS
  - 28 -




---



##### 



24. NETWORK DATA
 Network Data Section 24.1 Section 24.1
 25. INTELLECTUAL PROPERTY OWNERSHIP
 Clearwire Communications Background Intellectual
Property Intel Background
Intellectual Property
    - 29 -




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##### 



26. DISCLAIMER OF WARRANTIES
  27. GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS OF INTEL
      - 30 -




---



##### 



28. GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS OF CLEARWIRE COMMUNICATIONS
     29. CONFIDENTIAL INFORMATION
 Confidential Information
  - 31 -




---



##### 



Section 29.4
         - 32 -




---



##### 



30. SEC FILING
 SEC Section
30.1
  - 33 -




---



##### 



31. INDEMNITY
  Section 31.1.2 Clearwire Communications Indemnitees
 Section 31.1.1
 Section 32
  - 34 -




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##### 



Indemnifying Party Indemnified Party Section 31.2 Section 32
 Section
31 Section 31
  - 35 -




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##### 



Section 31 Section 32
 32. LIMITATION OF LIABILITY
 SECTION 29
  33. TERMINATION/ASSIGNMENT/CHANGE OF CONTROL
 Event of
Default
    - 36 -




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##### 



Transfer Section
33.2 .
 Section 33.2
 33.3.1
    
    the Party undergoing the Change of Control (the Change of Control
Party) complies with the applicable provisions of Section 33.3
below;33.3.2
    
    if the Change of Control Party is Clearwire Communications and the other
party to the Change of Control (the Clearwire Communications
Acquiror) is (1) [*****] or any Affiliate
(as defined below) of [*****] or
any entity that has acquired substantially all of the assets or business of
[*****]; (2) any other third party primarily engaged in the business of
designing or manufacturing integrated circuits or any Affiliate of such a third
party; or (3) a Non-WiMAX Supporter, then Intel may terminate this Agreement in
its sole discretion effective immediately upon written notice to Clearwire
Communications given no later than thirty (30) calendar days after the
consummation of such Change of Control unless Clearwire Communications has
obtained the prior written consent of Intel to such Change of Control;33.3.3
    
    if the Change of Control Party is Intel and the other party to the Change of
Control (the Intel Acquiror) is (1) [*****], or any of their
respective Affiliates (as defined below), or any entity that has acquired
substantially all of the assets or business of [*****]; (2) any other operator
of a WiMAX
wireless network in the United States or any Affiliate of such operator; or
(3) a Non-WiMAX Supporter, then Clearwire Communications may terminate this
Agreement in its sole discretion effective immediately upon written notice
to Intel given no later than thirty (30) calendar days after the
  - 37 -




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##### 



consummation of such Change of Control unless Intel has obtained the prior
written consent of Clearwire Communications to such Change of Control;33.3.4
    
    the contracting party to this Agreement following such Change of Control
shall expressly agree in writing to assume this Agreement and all of the
rights, duties, obligations and liabilities hereunder, including without
limitation, in the case of a Change of Control of Clearwire Communications, the
obligations of Clearwire Communications under Section 5.1 in respect of
Intel Embedded Device Activation Fees and Section 12.1 in respect of
the Intel Revenue Share, and in the case of a Change of Control of Intel, the
obligations of Intel under Section 4.1 in respect of Embedding Rate
commitments, Section 10 in respect of co-marketing and co-branding
activities, and Section 11 in respect of [*****]; and33.3.5
    
    if the Party that is not the Change of Control Party (the Other
Party), in its sole discretion, determines that, by reason of the identity
of the Clearwire Communications Acquiror or Intel Acquiror, as applicable, or
any Affiliate of the Clearwire Communications Acquiror or Intel Acquiror, as
applicable, continuation of the branding relationship contemplated by this
Agreement following consummation of the Change of Control could impair or
reflect unfavorably upon the goodwill, good name, reputation or image of the
Other Party or the Other Partys Marks, then at the written election of the
Other Party, which election shall be given within thirty (30) days after the
consummation of such Change of Control, the following provisions of this
Agreement shall terminate effective as of the date of the written notice of
election, and such provisions thereafter shall have no further force or effect:
Section 10 (other than Section 10.6, to the extent it does not
relate to the [*****], and Section 10.8), Section 11 and
Section 12 hereof.
 Change of Control Notice
  - 38 -




---



##### 



Section 33.4 Section 33.3.4 Section 33.3.5 Section 33.4
  Section 33.2 Section 33.3
 Section 33
  Change of Control
   - 39 -




---



##### 



Asset Acquisition
  - 40 -




---



##### 



WiMAX Asset
Acquisition
 Liquidation
 Section 33.3.2 Section 33.3.3
 Exchange Act
  - 41 -




---



##### 



34. REGULATORY REQUIREMENTS AND STANDARDS
 Standards Bodies Section 34.1 Section 34.1
 35. COMPLIANCE WITH LAWS
    36. MARKS
  - 42 -




---



##### 



Marks Appendix F
 37. TAXES, DUTIES AND APPLICABLE TAX LAWS
 Section 37.2
   38. FORCE MAJEURE
   - 43 -




---



##### 



Force Majeure Condition
 39. NOTICES
   
  
  
    - 44 -




---



##### 



th
 Section 39
 40. RESERVED
 41. CHOICE OF LAW; DISPUTE RESOLUTION
 UCITA
 Section 41.8 Section 41.5
 Section 41 Section 39 Section 41.3
   Appendix F
  - 45 -




---



##### 



Section 41.5.1 Section 41.5.1 AAA
       - 46 -




---



##### 



Section 41.5.2
    Section
41.5.2
 Section 32.1 Section 32.2
   - 47 -




---



##### 



Section
41
   - 48 -




---



##### 



Section 41 Section 41.8
 Section 3.3.2
 Section 48
 Section 11.5
 Section 41.8
 42. SEVERABILITY
  43. SURVIVAL
  Section 9.2
 Section 25
  - 49 -




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##### 



Section 26
 Section 29
 Section 32
 Section 37
 Section 39
 Section 41
 Section 44.2
 Appendix A
 44. BINDING EFFECT; ENTIRE AGREEMENT
   45. AMENDMENTS; NO WAIVER
   46. CONSTRUCTION AND INTERPRETATION
  - 50 -




---



##### 



47. INCORPORATION BY REFERENCE
  48. COUNTERPARTS; FAX SIGNATURES
    - 51 -




---



##### 



IN WITNESS WHEREOF
 INTEL CORPORATION
    
    
    
    CLEARWIRE COMMUNICATIONS LLCBy:
    
    /s/ Arvind Sodhani
    
    
    
    By:
    
    /s/ Hope CochranTitle:
    
    EVP, Intel Corp/President, Intel
Capital
    
    
    
    Title:
    
    Hope Cochran, Senior Vice President,(Print or type)
    
    
    


Finance and Treasurer
(Print or type)Date:
    
    November 24, 2008
    
    
    
    Date:
    
    November 28, 2008
  - 52 -




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##### 



APPENDIX A to MARKET DEVELOPMENT AGREEMENT
 DEFINITIONS
 Appendix F
 3G MVNO Agreement Section 3.2
 3GPP
 4G MVNO Agreement Section 3.3
 4G MVNO Election Section 3.3
 AAA Section 41.5.2
 Access Revenue
 Activated
 Activation Database Section 9.1
 Activation Rate Section 5.3
 Ad Hoc Customer
   Adjusted Retail Revenue Section 12.1.4
 Advance-Newhouse
 AD/VAS
 Affiliate
  - 53 -




---



##### 



Annual Spending Requirements Section 12.2
 API
 Asset Acquisition Section 33.7.2.3
  Audit Section 9
 Auditor Section 9.2.1
 AWS
 Centrino Processor Technology
 CE Devices
 Change of Control 33.7.2
 Change of Control Notice 33.4
 Change of Control Party 33.3.1
 Claim
 Clearwire
 Clearwire Communications FDD Implementation Requirements
 Clearwire Communications Acquiror Section 33.3.2
  - 54 -




---



##### 



Clearwire Communications Background Intellectual Property Section 26.1
  Clearwire Communications Network
 Clearwire Communications Parent
 Clearwire Communications Quarterly Services Roadmap
   Co-Branding Construct(s)
 Combined Election Section 3.3
 Comcast
 Complementary Services
 Confidential Information Section 29
 Connection Manager
 Controlled Affiliate
 Core Network
  - 55 -




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##### 



CPNI
  Customer
 Customer Contract
 Design-In
 Design-Win
 Devices
  Effective Date Section 3.1
 Embedded Device
 Embedded Device Activation Fee
 Embedding Rate
 Essential Patent Claims
 Event of Default Section 33.1
 Exchange Act Section 33.7.4
 FCC
 FCPA et seq.
 Force Majeure Conditions Section 38
  - 56 -




---



##### 



Forum
 Future Network Service
 Google
 Indemnified Party Section 31.3
 Indemnifying Party Section 31.3
 Initial Intel Exclusivity Period Section 11.2
 Initial Term Section 2
 Intel
 Intel Acquiror Section 33.3.3
 Intel Architecture CPU
 Intel Background Intellectual Property Section 26.1
 Intel-Based MIDs
   Intel Bundled Services Section 3.3
 Intel Co-Marketing Exclusivity Obligations Section
11.2
 Intel
Devices
 Intel MDF Section 10.1
  - 57 -




---



##### 



Intel Renewal Period Section 3.1
 Intel [*****] Revenue Share
  Intellectual Property
 Interim POPs Coverage Section 6.3
 IOT
 Liquidation Section 33.7.2.5
 LLC Member
 LTE
 Marketing Tonnage
 Marks Section 36.1
 MDF
 MFC Section 20.1
 MIDs
  - 58 -




---



##### 



Minimum Enabling Requirements Section 10.6
 Minimum Revenue Threshold Section 5.2
 MSO
 MSO Core Services
 MSO Members
 MVNO
 MVNO Co-Branding Construct Section 11.1.3
 MVNO End User Section 2.7
 MVNO Election Section 3.2
 MVNO Service Section 2.7
 Network Data Section 24.1
 Network Enablers
  - 59 -




---



##### 



Non-Standard Network Service
  Notebooks
 ODMs
 OEM
 OPA
 OS
 OSS
 Other Party Section 33.3.5
 Other Reseller Section 2.11.1 (a)
 Other Services
 Performance Notebooks
 Person
 POPs
 POPs Coverage Appendix C
  - 60 -




---



##### 



Product Segment
  Qualifying Intel-Based MIDs
 Qualifying [*****]
 Qualifying [*****]
 Qualifying Intel Devices
 Qualifying WiMAX Chipsets
 Renewal Period Section 3.1
 Reseller
  RF Appendix C
 SEC
 Services
 Sprint
 Sprint Spectrum
  - 61 -




---



##### 



Standard Network Services
 Standard WiMAX Device Appendix C
 Standards Bodies Section 34.1
 Start Date
 Strategic Investors
  Term Section 3.1
 Time Warner
 Trademark License Section 10.4
 Transaction Agreement
 Transfer Section 33.2
 True Up Date Section 5.3
 TWC
 Ultimate Parent
  - 62 -




---



##### 



United States
   Wave 1 Certification
 Wave 2
 Wave 2 Certification
    WiFi
 Wireless Broadband Service provided
 WiMAX
 WiMAX Asset Acquisition Section 33.7.2.4
 WiMAX Chipsets
 WiMAX Equipment
  - 63 -




---



##### 



WiMAX Equipment Certification
 WiMAX Forum
 WiMAX Network
 Year One
 ***End of Appendix A***
  - 64 -




---



##### 



APPENDIX B TO MARKET DEVELOPMENT AGREEMENT
 INTEL MVNO BUNDLING REQUIREMENTS
 Intel Bundled Services
 *** End of Appendix B ***
  - 65 -




---



##### 



APPENDIX C TO MARKET DEVELOPMENT AGREEMENT
 Method of Measuring POPs Coverage
  *** End of Appendix C***
  - 66 -




---



##### 



APPENDIX D TO MARKET DEVELOPMENT AGREEMENT
  *** End of Appendix D***
  - 67 -




---



##### 



APPENDIX E TO MARKET DEVELOPMENT AGREEMENT
 Technical Performance Requirements
 Systems performance of the Clearwire Communications Network communicating with Mobile Terminals
must meet the technical performance standards set forth in this document.
  *** End of Appendix E ***
  - 68 -




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##### 



APPENDIX F TO MARKET DEVELOPMENT AGREEMENT
 Trademark License Agreement
 Trademark License Agreement
     1.
    
    Definitions
 1.1.
    
    The following capitalized words and phrases used in this Trademark Agreement shall have
the same meaning as the definitions of those words and phrases in the Commercial Agreement,
and are incorporated herein by reference: Qualifying [*****], Qualifying [*****],
Qualifying Intel-Based MIDs, Services, Start Date, and WiMAX.1.2.
    
    Co-branding Constructs [*****].1.3.
    
    Commercial Agreement shall mean the Market Development Agreement between Clearwire
Communications and Intel dated November 28, 2008.1.4.
    
    Effective Date shall mean the later of the parties signature dates below.1.5.
    
    Intel Marks shall mean Intels Licensed Marks, INTEL, INTEL INSIDE, and all other
Intel trademarks incorporated in Intels Licensed Marks, including, but not limited to, the
INTEL corporate logo, INTEL CENTRINO, the INTEL CENTRINO logo, and any other Intel marks
added to Exhibit A as it is modified in writing by the parties.1.6.
    
    Intels Licensed Marks or Intel Licensed Marks shall mean the INTEL CENTRINO logo,
to be added to Exhibit A, and any other Intel marks added to Exhibit A, as it is modified
in writing by the parties, or such additional or replacement marks as Intel may provide,
and no other logo, mark, or designation.
  - 69 -




---



##### 



1.7.
    
    Intel Licensees shall mean licensees of Intels trademarks under Intels standard
trademark licensing program agreements, such as the Intel Inside Program, and channel and
retail licensing programs.1.8.
    
    Licensed Marks shall mean Intels Licensed Marks and/or Clearwire Communications
Licensed Marks, respectively.1.9.
    
    Clearwire Communications Marks shall mean XOHM and the XOHM logo, and all other
Clearwire Communications trademarks incorporated in Clearwire Communications Licensed
Marks all other Clearwire Communications trademarks incorporated in Clearwire
Communications Licensed Marks and any other Clearwire Communications marks added to
Exhibit A as it is modified in writing by the parties.1.10.
    
    Clearwire Communications Licensed Marks or Clearwire Communications Licensed
Marks shall mean XOHM and the XOHM logo, to be added to Exhibit A, and any other Clearwire
Communications marks added to Exhibit A, as it is modified in writing by the parties, or
such additional or replacement marks as Clearwire Communications may provide, and no other
logo, mark, or designation.1.11.
    
    Clearwire Communications WiMAX Network shall mean Clearwire Communications
implementation of a WiMAX-based wireless mobile broadband network owned, controlled,
operated or managed by Clearwire Communications. For the avoidance of doubt, the Clearwire
Communications WiMAX Network as used in this Trademark Agreement shall not include mobile
virtual network operators (MVNOs), affiliates or resellers.1.12.
    
    Qualifying Intel Materials shall mean Intels direct marketing materials associated
with Qualifying Licensee Products and the Intel products incorporated therein.1.13.
    
    Qualifying Licensee Products shall mean Qualifying [*****], Qualifying [*****], and
Qualifying Intel-Based MIDS, individually and collectively.1.14.
    
    Qualifying Clearwire Communications Service shall mean WiMAX-based services offered
by Clearwire Communications on Clearwire Communications WiMAX Network.1.15.
    
    Territory shall mean the United States of America.
 2.
    
    License Grants
 2.1.
    
    Effective as of the Start Date, and subject to and conditioned upon Intels compliance
with this Trademark Agreement, including without limitation Sections 3, 4 and 5, Clearwire
Communications grants to Intel, and Intel accepts, a limited, non-exclusive,
non-transferable (except as expressly provided below), royalty-free, revocable license to
use Clearwire Communications Licensed Marks as they appear within the Co-branding
Constructs in Exhibit A, in the Territory, in connection with Qualifying Intel Materials as
provided in this Trademark Agreement, and as required or permitted in the Commercial
Agreement. [*****] No other right, title or license is granted hereunder,2.2.
    
    Effective as of the Start Date, and subject to and conditioned upon Clearwire
Communications compliance with this Trademark Agreement, including without limitation
Sections 3, 4 and 5, Intel grants to Clearwire Communications, and Clearwire Communications
accepts, a limited, non-exclusive, non-transferable, royalty-free, revocable license to use
Intels Licensed Marks as they appear within the Co-branding Constructs in Exhibit A, in
the Territory, in advertising and
  - 70 -




---



##### 



promotional materials for Qualifying Clearwire Communications Service as provided in this
Trademark Agreement, and as required or permitted in the Commercial Agreement. No other
right, title or license is granted hereunder.2.3.
    
    Upon completion of the Co-branding Construct, and in any case not later than December
31, 2008, the parties will amend this Agreement by modifying Exhibit A to accurately
reflect each partys respective licensed Marks necessary to implement the Co-branding
Construct.
 3.
    
    Quality Control
 3.1.
    
    Intel shall use Clearwire Communications Licensed Marks only in connection
with Qualifying Intel Materials, [*****]. Clearwire Communications shall use Intels
Licensed Marks only in connection with Qualifying Clearwire Communications Service and
related advertising and promotional materials.3.2.
    
    Intel shall comply with all applicable laws and regulations in its advertising,
promotion, display, distribution and sale of Qualifying Intel Materials bearing
Clearwire Communications Licensed Marks, and Clearwire Communications shall comply
with all applicable laws and regulations in its advertising, promotion, display,
distribution and sale of Qualifying Clearwire Communications Service and related
advertising and promotional materials bearing Intels Licensed Marks.3.3.
    
    Clearwire Communications shall use Intels Licensed Marks, and Intel shall use
[*****] Clearwire Communications Licensed Marks, only in connection with products or
services that meet or exceed the quality and performance standards customary in the
industry and commensurate with Clearwire Communications and Intels overall
reputations for high quality products and/or services.3.4.
    
    Each party shall give prompt Notice to the other party of any material
complaint by any customer or other third party that Qualifying Intel Material or
Qualifying Clearwire Communications Service bearing the other partys Licensed Marks
may not conform to the quality control requirements in this Section 3 of the Trademark
Agreement.3.5.
    
    Intel shall have the right, and upon reasonable Notice be given the
opportunity, to review, inspect and/or test Clearwire Communications materials bearing
Intels Licensed Marks, and Clearwire Communications shall have the right, and upon
reasonable Notice be given the opportunity, to review, inspect and/or test Intels
materials bearing Clearwire Communications Licensed Marks, to ensure compliance with
this Trademark Agreement. To the extent that Intel has non-confidential Intel Licensee
materials bearing Clearwire Communications Licensed Marks, Intel will reasonably
cooperate with Clearwire Communications reasonable requests to review, inspect and/or
test Intel Licensees materials bearing Clearwire Communications Licensed Marks, to
ensure compliance with this Agreement.
 4.
    
    Proper Usage/ Review of Materials
 4.1.
    
    Clearwire Communications shall comply with reasonable usage guidelines for
Intels Licensed Marks to be provided promptly by Intel to Clearwire Communications
after the Co-branding Constructs are finalized, and in all cases prior to Clearwire
Communications use of such Licensed Marks as permitted herein. Intel shall comply
with reasonable usage guidelines for Clearwire Communications Licensed Marks to be
provided promptly
  - 71 -




---



##### 



by Clearwire Communications to Intel after the Co-branding Constructs are finalized,
and in all cases prior to Intels use of such Licensed Marks as permitted herein.4.2.
    
    Clearwire Communications shall not alter Intels Licensed Marks in any way or
integrate any Intels Licensed Marks or Intel Marks into any of its own trademarks,
logos, or designs or those of third parties, with the exception of the Co-branding
Constructs, where each partys marks will appear as separate logos near each other.
Intel shall not alter Clearwire Communications Licensed Marks in any way or integrate
any Clearwire Communications Licensed Marks or Clearwire Communications Marks into any
of its own trademarks, logos, or designs or those of third parties, with the sole
exception of the Co-branding Constructs, where each partys marks will appear as
separate logos near each other.4.3.
    
    Where reasonably practicable, Clearwire Communications shall use Intels
Licensed Marks with the respective trademark symbols and the following acknowledgement
line: [Insert all of Intels Licensed Mark being used] are trademarks or registered
trademarks of Intel Corporation in the United States and other countries and are used
under license. Where reasonably practicable, Intel shall use Clearwire
Communications Licensed Marks with the respective trademark symbols and the following
acknowledgement line: [Insert all of Clearwire Communications Licensed Marks being
used] are trademarks of Clearwire Corporation, registered or pending registration in
the United States and other countries and are used under license. No unlicensed use is
permitted.4.4.
    
    Neither party shall use the others Licensed Marks in any manner that is
likely to create confusion as to the source or sponsorship of either partys products
or services, or that in any way indicates to the public that a party is a division or
affiliate of the other party. Wherever either party displays the others Licensed
Marks in logo format pursuant to this Trademark Agreement, it must do so solely
within the Co-Branding Constructs, unless otherwise agreed to by the parties in
writing.4.5.
    
    Each party shall display the other partys Licensed Marks only in a positive
manner and shall not use the other partys Licensed Marks in any manner that may
disparage the other party, its brands, or its products or services. Neither party may
use the other partys Licensed Marks in any manner that, in the licensor partys
judgment, may diminish or otherwise damage the licensor partys goodwill in its
Licensed Marks, including but not limited to use on materials that could be deemed to
be obscene, pornographic, violent, or otherwise in poor taste or unlawful, or the
purpose of which is to encourage unlawful activities.4.6.
    
    Intel shall have the right to randomly review and inspect Clearwire
Communications materials displaying Intels Licensed Marks and Clearwire
Communications shall reasonably cooperate in providing Intel access to such materials.
Clearwire Communications shall have the right to randomly review and inspect Intels
materials and non-confidential Intel Licensees materials in Intels possession
displaying Clearwire Communications Licensed Marks, and Intel shall reasonably
cooperate in providing Clearwire Communications access to such materials. Each party
further agrees to make any modification to such materials that are required to comply
with the terms of this Trademark Agreement and are requested by the party owning the
Licensed Marks.
 5.
    
    Protection of Interest
 5.1.
    
    Acknowledgment of Rights As between Intel and Clearwire
Communications, Clearwire Communications acknowledges Intels exclusive rights to
Intels Licensed Marks and the Intel Marks and all goodwill associated therewith, and
acknowledges that any and all use
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of Intels Licensed Marks inures to the sole benefit of Intel. Clearwire
Communications shall not challenge Intels exclusive ownership rights in and to
Intels Licensed Marks and the Intel Marks, nor take action inconsistent with
Intels rights in such trademarks. Clearwire Communications shall not adopt, use,
apply to register and/or register as its own trademark any word or design
confusingly similar to or that dilutes Intels Licensed Marks or the Intel Marks.
If at any time Clearwire Communications acquires any rights in, or registrations or
applications for Intels Licensed Marks or the Intel Marks by operation of law or
otherwise, Clearwire Communications will immediately and at no expense to Intel
assign such rights, registrations, and/or applications to Intel, along with any and
all associated goodwill. As between Intel and Clearwire Communications, Intel
acknowledges Clearwire Communications exclusive rights to Clearwire Communications
Licensed Marks and the Clearwire Communications Marks and all goodwill associated
therewith, and acknowledges that any and all use of Clearwire Communications
Licensed Marks inures to the sole benefit of Clearwire Communications. Intel shall
not challenge Clearwire Communications exclusive ownership rights in and to
Clearwire Communications Licensed Marks and the Clearwire Communications Marks, nor
take action inconsistent with Clearwire Communications rights in such trademarks.
Intel shall not adopt, use, apply to register and/or register as its own trademark
any word or design confusingly similar to or that dilutes Clearwire Communications
Licensed Marks or the Clearwire Communications Marks. If at any time Intel acquires
any rights in, or registrations or applications for Clearwire Communications
Licensed Marks or the Clearwire Communications Marks by operation of law or
otherwise, Intel will immediately and at no expense to Clearwire Communications
assign such rights, registrations, and/or applications to Intel, along with any and
all associated goodwill.5.2.
    
    Co-Branding Constructs. For the avoidance of doubt, neither party nor
its licensees may apply to register or register the Co-Branding Constructs as their own
mark without the prior express written consent of the other party. All use of the
Co-Branding Constructs remains subject to the parties underlying rights in their
Licensed Marks under Section 5.1.5.3.
    
    Enforcement. In the event that either party becomes aware of any
unauthorized use of the other partys Licensed Marks by a third party, that party shall
promptly notify the party owning the Licensed Marks in writing, and shall provide
reasonable cooperation, at the expense of the party owning the Licensed Marks, in any
enforcement of the rights in such Licensed Marks against such third party. The right
of Intel to enforce its rights in Intels Licensed Marks and the Intel Marks rests
entirely with Intel and shall be exercised in Intels sole discretion. Clearwire
Communications shall not commence any action or claim to enforce Intels rights in
Intels Licensed Marks or the Intel Marks. The right of Clearwire Communications to
enforce its rights in Clearwire Communications Licensed Marks and the Clearwire
Communications Marks rests entirely with Clearwire Communications and shall be
exercised in Clearwire Communications sole discretion. Intel shall not commence any
action or claim to enforce Clearwire Communications rights in Clearwire
Communications Licensed Marks or the Clearwire Communications Marks.
 6.
    
    NO REPRESENTATIONS OR WARRANTIESINTEL MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND RESPECTING INTELS LICENSED MARKS OR
THE INTEL MARKS, INCLUDING THE VALIDITY OF INTELS RIGHTS IN ANY COUNTRY, AND EXPRESSLY
DISCLAIMS ANY AND ALL WARRANTIES THAT MIGHT OTHERWISE BE IMPLIED BY APPLICABLE LAW. CLEARWIRE
COMMUNICATIONS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND RESPECTING CLEARWIRE
COMMUNICATIONS LICENSED MARK OR THE CLEARWIRE COMMUNICATIONS MARKS, INCLUDING THE VALIDITY OF
CLEARWIRE COMMUNICATIONS RIGHTS IN ANY COUNTRY,
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AND EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES THAT MIGHT OTHERWISE BE IMPLIED BY APPLICABLE
LAW.
 7.
    
    Indemnitya. Intel agrees to defend and/or settle (in its sole discretion) any claim threatened against
Clearwire Communications or brought in any suit or proceeding against Clearwire Communications
alleging liability on the basis of : [*****], and Intel will pay all damages, costs and fees
finally awarded against Clearwire Communications and exclusively attributable to any such claim,
provided that (a) Clearwire Communications promptly notifies Intel in writing of any such claim,
(b) Intel solely controls and conducts the defense and/or settlement of the claim, (c) Clearwire
Communications fully and timely cooperates and provides all requested authority, information and
assistance to Intel, at Intels expense, and (d) at Intels instruction, Clearwire
Communications immediately ceases use of [*****]. In the event of any claim or threatened claim
against Intel or Clearwire Communications [*****], Intel reserves the right to terminate,
immediately upon written Notice, all or a part of this Trademark Agreement, and Clearwire
Communications will take all steps necessary to [*****]. Intel will not be responsible for any
damages, costs, or fees awarded to the extent such amounts reflect Clearwire Communications
continued [*****] pursuant to this Trademark Agreement. In the event of any claim or threatened
claim against Intel or Clearwire Communications concerning [*****], Clearwire Communications
reserves the right to terminate, immediately upon written Notice, all or part of this Trademark
Agreement, and Intel will take all steps necessary to [*****], and to terminate the right of
[*****], as provided under Section 9.3 below and as allowed under the terms and conditions of
the agreements between Intel and the Intel Licensees. This indemnity shall not cover damages
that Clearwire Communications could have avoided or mitigated through the exercise of reasonable
efforts under the circumstances.b. Clearwire Communications agrees to defend and/or settle (in its sole discretion) any claim
threatened against Intel (including from the Intel Licensees) or the Intel Licensees brought in
any suit or proceeding against Intel or the Intel Licensees alleging liability on the basis of:
[*****], and Clearwire Communications will pay all damages, costs and fees finally awarded
against Intel and/or the Intel Licensees and exclusively attributable to any such claim,
provided that (a) Intel and/or the Intel Licensees promptly notify Clearwire Communications in
writing of any such claim, (b) Clearwire Communications solely controls and conducts the defense
and/or settlement of the claim, (c) Intel and/or the Intel Licensees fully and timely cooperate
and provide all requested authority, information and assistance to Clearwire Communications, at
Clearwire Communications expense, and (d) at Clearwire Communications instruction, Intel
and/or the Intel Licensees promptly cease use of [*****] in accordance with Section 9.3 below
and as allowed under the terms and conditions of the agreements between Intel and the Intel
licensees. In the event of any claim or threatened claim against Intel, the Intel Licensees, or
Clearwire Communications [*****], Clearwire Communications reserves the right to terminate,
immediately upon written Notice, all or a part of this Trademark Agreement, and Intel and/or the
Intel Licensees will take all steps necessary to [*****] in accordance with Section 9.3 below
and as allowed under the terms and conditions of the agreements between Intel and the Intel
licensees. Clearwire Communications will not be responsible for any damages, costs, or fees
awarded to the extent such amounts reflect Intels or the Intel Licensees continued [*****]
pursuant to this Trademark Agreement. In the event of any claim or threatened claim against
Intel or Clearwire Communications concerning [*****], Intel reserves the right to terminate,
immediately upon written Notice, all or part of this Trademark Agreement, and Clearwire
Communications will take all steps necessary to [*****]. This indemnity shall not cover damages
that Intel or the Intel Licensees could have avoided or mitigated through the exercise of
reasonable efforts under the circumstances.
 8.
    
    LIMITATION OF LIABILITYNEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR SPECIAL, INCIDENTAL, OR
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CONSEQUENTIAL DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE FOREGOING WILL NOT RESTRICT A PARTYS ABILITY TO RECOVER ACTUAL DIRECT DAMAGES FOR BREACH OF
THIS TRADEMARK AGREEMENT.
 9.
    
    Term, Termination and Expiration
 9.1.
    
    Term This Trademark Agreement shall remain in effect until its
termination as provided herein, or the expiration or termination of the Commercial
Agreement, or seven (7) years from the Effective Date, whichever is earlier.9.2.
    
    Termination Either party may terminate this Trademark Agreement upon
advance written Notice: (a) by either party if the other party breaches any material
term or condition of this Trademark Agreement and fails to remedy the breach within
thirty (30) days after being given Notice thereof, or immediately upon Notice of
termination if no cure is reasonably possible; (b) by either party immediately upon
Notice to the other if any Qualifying Intel Materials, Licensee Qualifying Products, or
Qualifying Clearwire Communications Service has been found to be defective or
substandard by any government agency or court; (c) by either party immediately upon
Notice to the other party if either party reasonably determines that adverse publicity
concerning the other party, Qualifying Intel Materials, Licensee Qualifying Products,
or Qualifying Clearwire Communications Service may harm the reputation of the
terminating party, Intels Licensed Marks, or Clearwire Communications Licensed Marks;
(d) by Intel immediately upon Notice to Clearwire Communications if Clearwire
Communications, personally or through another individual or entity, takes any action
inconsistent with Intels sole legal and beneficial ownership of any Intel Marks; (e)
by Clearwire Communications immediately upon Notice to Intel if Intel, personally or
through another individual or entity, takes any action inconsistent with Clearwire
Communications sole legal and beneficial ownership of any Clearwire Communications
Marks; (f) by either party upon Notice to the other in the event of any claim
threatened against the other party or brought in any suit or proceeding against the
other party that invokes the indemnity provisions of Section 7 above; (g) by either
party if the other party becomes the subject of any voluntary or involuntary proceeding
under the U.S. Bankruptcy Code or state insolvency proceeding and such proceeding is
not terminated within forty-five (45) days of its commencement; or (h) by either party
if the other party ceases to be actively engaged in business.9.3.
    
    Effect of Expiration or Termination Upon any expiration or termination
of this Trademark Agreement, each party shall immediately cease any and all use of the
other partys Licensed Marks, but the parties will have no obligation to recover or
rebrand past uses of the Licensed Marks. [*****]9.4.
    
    Continuing Obligations Obligations of the parties under the provisions
of Sections 1, 6, 7, 8, 9.3, 10, 11, 12, 14, 15, 16, 17, 19 and 20 shall remain in
force notwithstanding the termination or expiration of the Trademark Agreement.
 10.
    
    AssignmentThe rights granted to the parties hereunder are personal [*****], and neither party may
assign this Trademark Agreement or any right or obligation hereunder, whether in conjunction
with a change in ownership, merger, acquisition, the sale or transfer of all, or
substantially all or any part of a partys business or assets or otherwise, either
voluntarily, by operation of law, or otherwise, without the prior written consent of the
other party, which may be given or withheld in each partys sole discretion. Any purported
unapproved assignment or transfer shall be deemed a material breach of this Trademark
Agreement and shall be null and void. This Trademark Agreement shall
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be binding upon and inure to the benefit of the successors and any permitted assigns of the
parties hereto.11.
    
    Choice of Law and JurisdictionThe validity, construction and performance of this Trademark Agreement shall be governed by
U.S. federal law and the laws of the State of Delaware, without reference to conflict of
laws principles. The parties further acknowledge and agree that any non-contractual cause
of action that either party may assert, including but not limited to trademark infringement,
trademark dilution, passing off, false designation of origin, unfair competition and other
non-contractual causes of action, will be governed by U.S. federal law and the laws of the
State of New York.12.
    
    Equitable ReliefEach party recognizes and acknowledges that an uncured material breach of this Trademark
Agreement will cause the non-breaching party irreparable damage, which cannot be readily
remedied by monetary damages in an action at law, and may, in addition thereto, constitute a
violation of the non-breaching partys trademark rights and rights under the laws of unfair
competition. In the event of any material breach by either party, including any action that
could cause some loss or dilution of goodwill, reputation, or rights in the non-breaching
partys Licensed Marks, the non-breaching party shall be entitled to an immediate injunction
in addition to any other remedies available, to stop or prevent such irreparable harm, loss,
or dilution.13.
    
    Representation as to AuthorityThe parties to this Trademark Agreement represent and warrant that they have the sole right
and exclusive authority to execute this Trademark Agreement and that they have not sold,
assigned, transferred, conveyed, or otherwise disposed of any interest, right, claim or
demand, or portion thereof, relating to any matter in this Trademark Agreement.14.
    
    SeverabilityIf any provision of this Trademark Agreement is determined by a court of competent
jurisdiction to be invalid, illegal or unenforceable, such determination shall not affect
the validity of the remaining provisions, but rather the entire Trademark Agreement will be
construed as if it did not contain the particular invalid, illegal or unenforceable
provision(s), and the rights and obligations of each party will be construed and enforced
accordingly. However, if either party determines in its discretion that the courts
determination of invalidity, illegality or unenforceability causes this Trademark Agreement
to fail in any of its essential purposes, it may immediately terminate the Trademark
Agreement.
 15.
    
    No WaiverThe failure of any party to enforce at any time one or more of the provisions of this
Trademark Agreement shall in no way be construed to be a present or future waiver of such
provisions, nor in any way affect the ability of any party to enforce each and every such
provision thereafter.16.
    
    Relationship of the PartiesNo agency, partnership, joint venture, franchise, or employment is created between the
parties as a result of this Trademark Agreement. Neither party is authorized to create any
obligation, express or implied, on behalf of the other party.
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17.
    
    No EndorsementClearwire Communications acknowledges that Intel does not endorse Clearwire Communications
or its products or services. Clearwire Communications shall make no claims that Intel
endorses Clearwire Communications or its products or services. Intel acknowledges that
Clearwire Communications does not endorse Intel or its products or services. Intel shall
make no claims that Clearwire Communications endorses Intel or its products or services.18.
    
    Notices All notices, consents, requests and demands to or upon the respective
parties hereto must be in writing (including e-mail) and may be delivered to the parties at
the below addresses (Notice). Such Notice will be effective upon receipt.For Intel Corporation:
 
 For Clearwire Communications:
 
 19.
    
    Order of PrecedenceThe terms and conditions of this Trademark Agreement shall govern the parties respective
rights, duties and obligations with respect to the content herein. In the event of a
conflict or inconsistency between this Trademark Agreement and the Commercial Agreement, the
terms of this Trademark Agreement shall govern to the extent necessary to resolve the
conflict or inconsistency.
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20.
    
    Entire AgreementThis Trademark Agreement constitutes the entire agreement between the parties concerning the
subject matter hereof and supersedes all proposals, oral or written, all negotiations,
conversations, and/or discussions between the parties relating to this Trademark Agreement
and all past courses of dealing or industry customs. This Trademark Agreement may not be
modified except in writing signed by authorized representatives of both parties.
  INTEL CORPORATION
    
    CLEARWIRE COMMUNICATIONS LLCSignature
    
    
    
    SignaturePrinted Name
    
    
    
    Printed NameTitle
    
    
    
    TitleDate
    
    
    
    Date
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EXHIBIT A
 LICENSED MARKS
    *** End of Appendix F***
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APPENDIX G TO MARKET DEVELOPMENT AGREEMENT
 RFI/RFP Provisions
 Suggested language to be inserted into Carriers RFP
   
    
    Vendors participation in the Open Patent Alliance WiMAX patent pool as a licensor and a
licensee
   
    
    Would you be willing to join the OPA patent pool(s) as a pool licensor, which would
require you to license all Essential Patent Claims on a non-exclusive basis through the
patent pool(s)? As used herein, Essential Patent Claims means patent claims owned or
controlled by a vendor and necessarily infringed by an implementation of at least one of
the mandatory features of the main or optional profile(s) of the WiMAX Forum Mobile System
Profile or Network Profile.
    
    In addition, would you be willing to join the OPA patent pool(s) as a licensee to the
extent you make, sell, offer for sale or import any WiMAX products in any region in which
the OPA has established a pool?
  ***End of Appendix G***
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