exv10w50



 





Exhibit 10.50




No. BSG0610-575

Date: October 26, 2006

Page 1 of 2




SECOND AMENDMENT TO
 SPRINT CUSTOM SERVICE AGREEMENT




	 	 	 
	Customer Name:

	 	XATA Corporation
	Address:

	 	151 E. Cliff Road, Suite 10
	 

	 	Burnsville, MN 55337





This Second Amendment (BSG0610-0575) is made to the Custom Service Agreement (BSG0407-2661) between
SPRINT SOLUTIONS, INC. as contracting agent on behalf of the applicable Sprint affiliates
(“Sprint”) and XATA COPORATION
(“Customer”), signed by Customer on November 4, 2004 and Sprint on November 11, 2004 (the
“Agreement”), as amended by:




	 	 	 	 	 	 	 
	AMENDMENT	 	 	 	 	 	 
	NUMBER	 	BSG#	 	CUSTOMER SIGNATURE DATE	 	SPRINT SIGNATURE DATE
	First

	 	BSG0601-0507rl
	 	March 31, 2006
	 	March 31, 2006





The
following modified and added terms and conditions are made a part of the Agreement
effective on the first day of the first billing month after this Amendment is signed by Sprint and
Customer (“Second Amendment Commencement Date”).



Sprint and Customer agree as follows:





	1.	 	The Agreement is amended in Section 5 (“PRICING EXPIRATION”) by deleting the last sentence and
replacing it as follows:






	 	 	 	Upon expiration of the Agreement, Sprint may continue to provide some or all of the
Products and Services on a month-to-month basis under the terms, conditions and pricing in
this Agreement, excluding minimum commitments, or, with advance notice, at standard list,
tariff or Schedule pricing, unless either party provides thirty (30) days notice to
terminate.






	2.	 	The Agreement is amended in the PCS TELEMETRY PRICING
ATTACHMENT by deleting Section 1.
(“TERM”) in its
entirety and replacing it as follows:






	 	1.	 	TERM — The Term is 24 months. The Term will begin on the Commencement Date of the
Second Amendment (BSG0610-0575), which will be the first day of the first billing month
after the parties sign this Agreement.






	3.	 	The Agreement is amended in the PCS TELEMETRY PRICING
ATTACHMENT, Section 2. (“TELEMETRY”) by
deleting
Subsection 2.E. in its entirety and replacing it as follows:






	 	E.	 	Wireless devices activated after April 1, 2006 may be activated on any of the
plans below. Each Wireless Device will be active under its own Telemetry Plan. Based on
Customer assignment of Telemetry Plans to its End Users, Sprint will charge Customer for
each End User (a) a one-time, non-refundable activation fee of $   * for each Wireless
Device; (b) the applicable monthly recurring charge (“MRC”) per MDN assigned to a Wireless
Device for the megabytes included in the Telemetry Plan; and (c) the applicable monthly
overage rate(s) for usage in excess of the limits associated with the End User’s Telemetry
Plan. MRCs apply to MDNs activated or active during any part of the billing cycle. Sprint
will bill the MRC in advance and overage charges after use. Data usage is calculated on a
per-kilobyte basis and is rounded up to the next whole kilobyte at the end of each
Transaction or clock hour. A “Transaction” is defined as the act of sending or receiving
data on a Wireless Device followed by inactivity of such Wireless Device lasting at least
10 seconds. Data charges may be rounded up to the nearest whole $0.01.





	 	 	 	 	 
	MRC
	 	 	    	*
	MB Included
	 	 	  	*
	Text Messages Incl
	 	 	  	*
	Overage Rate Per KB
	 	 	  	*







  


			
	 	 	For each Device activated on this plans, Sprint will allow Xata two software
upgrades a year that will not count towards the usage for that device, up to a maximum of * KB per device. Sprint requires a 30 day notice before the upgrade




 


			
	*	 	Material has been omitted pursuant to a request for
confidential treatment and such material has been filed separately
with the Securities and Exchange Commission.





SPRINT CONFIDENTIAL & PROPRIETARY INFORMATION




 









 





No. BSG0610-575

Date: October 26, 2006

Page 2 of 2




SECOND AMENDMENT TO

SPRINT CUSTOM SERVICE AGREEMENT




	 	 	 
	Customer Name:

	 	XATA Corporation
	Address:

	 	151 E. Cliff Road, Suite 10
	 

	 	Burnsville, MN 55337







occurs. This notice must include the date of the upgrade, the MDN’s that will be
included, and the amount of KB’s to be consumed.”




	4.	 	The Agreement is amended in the TELEMETRY SERVICES PRODUCT ANNEX, Section 3. (“SCOPE”)
by deleting Subsection
3.1.A. in its entirety and replacing it as follows:






	 	A.	 	GENERAL. Customer acknowledges and agrees that (i) Telemetry Service is available to
compatible and Sprint-
certified devices only within the operating range of the Sprint Network; (ii)
Telemetry Service may be temporarily refused, interrupted, curtailed or otherwise
limited because of transmission limitations caused by any factor, including
atmospheric, environmental or topographical conditions, Facilities limitations or
constraints, or Facilities changes, modifications, updates, relocations, repairs,
maintenance or other similar activities necessary for the proper or improved
operation of the Facilities; and (iii) no fix location Roaming or voice services are
available with respect to the Telemetry Services described in the Agreement.






	5.	 	All other terms and conditions in the Agreement, not amended above, will remain in
effect. This Amendment and any
information concerning its terms and conditions are Sprint’s proprietary information and are
governed by the parties’
nondisclosure agreement. Alterations to this Amendment will not be valid unless accepted in
writing by a Sprint officer or
authorized designee. To become effective, this Amendment must be:






	 	5.1	 	Signed by a Customer representative;
	 
	 	5.2	 	Delivered to Sprint on or before November 27, 2006; and
	 
	 	5.3	 	Signed by a Sprint officer or authorized designee.





	 	 	 	 	 	 	 	 	 
	XATA CORPORATION	 	 	 	SPRINT SOLUTIONS, INC.
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Name:

	 	 	 	 	 	Name:	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Title:

	 	 	 	 	 	Title:	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Date:

	 	 	 	 	 	Date:	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Address:

	 	 	 	 	 	Address:	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 





SPRINT CONFIDENTIAL & PROPRIETARY INFORMATION