Exhibit 10.1


 


***CERTAIN
INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.


 


MASTER
SERVICES AGREEMENT


FOR


DIRECTORY
ASSISTANCE SERVICES


 


This Master Services Agreement (this “Agreement”),
dated as of January 1, 2005 (“Effective Date”) is made by and between Nextel
Operations, Inc., a Delaware corporation, with its principal place of business
at 2001 Edmund Halley Drive, Reston, Virginia 20191, acting in its authority as
agent and on behalf and for the benefit of “Nextel” (for purposes hereof, “Nextel”
means Nextel of
California, Inc., a Delaware corporation; Nextel Communications of the
MidAtlantic, Inc., a Delaware corporation; Nextel of New York, Inc., a Delaware
corporation; Nextel South Corp., a Georgia corporation; Nextel of Texas, Inc.,
a Texas corporation and Nextel West Corp., a Delaware corporation) and
Metro One Telecommunications, Inc., an Oregon corporation (“Vendor”), with its
principal place of business at 11200 Murray Scholls Place, Beaverton, Oregon
97007.


 


BACKGROUND


 


A.            Nextel,
with its Affiliates, provides a wide array of digital wireless communications
services throughout the United States.


 


B.            Vendor
offers directory assistance services for wireless carriers.


 


C.            Vendor
currently provides directory assistance services for Nextel pursuant to that
certain services agreement between the parties dated June 26, 1999 (the “Original
Agreement”).


 


D.            Nextel
has described new requirements for directory assistance services.


 


E.             Vendor
has advised Nextel that it could fulfill such requirements of Nextel.


 


F.             Nextel
and Vendor desire to terminate the Original Agreement and for Vendor to provide
and Nextel to receive directory assistance services as set forth in this
Agreement.


 


AGREEMENT


 


NOW, THEREFORE, in consideration
of the foregoing and the mutual promises and covenants contained herein, the
parties agree as follows:


 


1.         DEFINITIONS


 


Capitalized terms used herein without definition shall
have the meanings ascribed to them on Exhibit A.


 


	
  NEXTEL/VENDOR.

  	
   

  	
  DIRECTORY ASSISTANCE

  
	
  CONFIDENTIAL

  	
   

  	
  MASTER SERVICES AGREEMENT

  



 


1





















 


2.         ENGAGEMENT
OF VENDOR TO PROVIDE SERVICES


 


2.1.       Engagement. Nextel hereby engages Vendor to provide the
Services and Vendor accepts such engagement. 
Vendor shall provide personnel, its expertise and the technical,
professional and project management services as are called for by the Implementation
Plan and the DAS Statement of Work or as otherwise necessary and appropriate to
carry out the Services.


 


2.2.       Services; Transition of Call Volume.


 


2.2.1.           Continuation of Services.  As of the Effective Date, Vendor, with the
cooperation of Nextel, shall accomplish the seamless and orderly continuation
and transition of directory assistance services from the manner in which Nextel
currently receives directory assistance services from Vendor under the Original
Agreement, to the provision of the Services to Nextel by Vendor pursuant to the
terms and conditions of this Agreement, including in accordance with all
pricing and Service Level Requirements set forth herein.  Such continuation of Services shall be
accomplished in such a manner as to have no adverse effect upon Nextel or upon
the quality or continuity of the services being provided to it.  From and after the opening of business on the
Effective Date, Vendor shall ensure that there is no material adverse effect on
the quality of the directory assistance services to Nextel and Nextel’s
Customers.


 


2.2.2.           Implementation Plan for New Services.  Attached as Schedule 2.2.2 hereto is an
Implementation Plan describing Services that Vendor did not provide under the
Original Agreement, but which will be provided under this Agreement.  Vendor shall provide such new Services
pursuant to the terms and conditions of this Agreement, including in accordance
with all pricing and Service Level Requirements, as of the applicable Service
Commencement Date.  The Implementation
Plan sets forth a number of actions and projects to be completed by Vendor and
Nextel for the benefit of Nextel, and the dates by which such actions and
projects are to have been completed. 
Vendor shall complete in all material respects all such actions and
projects by such dates and Nextel shall cooperate in good faith with Vendor in
its efforts in this regard.  Vendor
understands and agrees that time is of the essence in the performance of its
obligations hereunder.


 


2.2.3.       Transition of Customer Call Traffic.  Nextel shall be entitled to transition
Customer call traffic volume from Vendor to an alternative directory assistance
service provider at any time during the Term of this Agreement upon
[ . . . * * * . . . ] prior
written notice to Vendor.  Such notice
shall specify the amount of volume that Nextel intends to transition as well as
the geographical market areas to be affected. 
Vendor and Nextel agree to abide by Section 12.4 with respect to
all such transitions and treat any such transitions as a Disentanglement as set
forth therein.  For purposes of
clarification, a transition of Customer call volume traffic


 










***Certain information in
this exhibit has been omitted and filed separately with the commission.


Confidential treatment
has been requested with respect to the omitted portions.


 


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pursuant to this Section shall not be considered a termination for
convenience.


 


2.3.       Statement of Work.  On the Effective Date, and at all times
thereafter during the Term, except as otherwise expressly stated herein, and
subject to the qualifications, limitations, and exclusions expressed elsewhere
in this Agreement, Vendor shall perform all of the tasks and provide Nextel
with all of the Services described in or (based upon a reasonable interpretation
of the parties’ intentions) contemplated by the Statement of Work attached as
Schedule 2.3 hereto (the “DAS Statement of Work”).


 


2.4.       Service Level Requirements. 
Except as otherwise specified in this Agreement, Vendor shall perform
all Services at levels at least in accordance with the Service Levels
Requirements set forth on Schedule 2.4 (the “Service Level Requirements”).
Vendor shall measure and report its performance against the Service Levels
Requirements during each month, by the fifth (5th) Business Day of the
following month.  In order to provide
Service at levels specified, Vendor may need to temporarily route calls to an
alternative Call Center.  In such circumstances,
Vendor reserves the right to service calls from any of the Call Centers
described in Schedule 2.7.


 


2.5.       Testing.


 


2.5.1.           Interim Testing and Pilot.  For all new Services, including the new
Services identified in the Implementation Plan and all other future Services
provided under this Agreement, upon Vendor’s notification to Nextel that Vendor
has reached any testing milestone set forth on the applicable new Service
Roll-Out Plan, Nextel and Vendor, as applicable, shall begin the testing
process (including the process of conducting any pilot operations) identified
and described in the applicable new Service Roll-Out Plan and/or Nextel
Business Requirements Document for the applicable milestone using the test
procedures and standards set forth in, or developed in accordance with, the
applicable new Service Roll-Out Plan and/or Nextel Business Requirements
Document.  If Nextel, in connection with
such testing, determines that the Services, or any applicable portion thereof
or any other deliverable hereunder for which testing is appropriate
(i) have not met the applicable testing criteria, or (ii) are not in
compliance with the warranties of Section 8, Nextel shall deliver to
Vendor a report describing the discrepancies. 
Vendor shall correct the errors or defects at no cost to Nextel within
ten (10) Business Days after receiving such report, and any applicable test
procedures shall be repeated.


 


2.5.2.       Final Testing.  For all
new Services, including the new Services identified in the Implementation Plan
and all other future Services provided under this Agreement, upon successful
completion of all interim testing provided for in Section 2.5.1 above and
completion of all implementation tasks 


 


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scheduled to be completed prior to the Service Commencement Date for
the applicable Service, Nextel shall make the applicable new Service available
to Customers in a production environment. 
Once Nextel has made the new Service available to such Customers in a
production environment for a sufficient time to test all functions of the new
Service [ . . . * * * . . . ]
and has determined that: (i) the new Services were provided in accordance
with the applicable new Service Roll-Out Plan and Nextel Business Requirements
Document (and/or other mutually agreed to requirements document) without material
error, (ii) the new Services are being provided as warranted in
Section 8, and (iii) all other Services described in the applicable
new Service Roll-Out Plan and Nextel Business Requirements Document that are
required to be completed prior to the applicable Service Commencement Date,
have been completed, then Nextel shall notify Vendor in writing of “Final Test
Completion” of the applicable new Service. 
Unless otherwise set forth in an applicable new Service Roll-Out Plan or
Nextel Business Requirements Document, as of the applicable Service
Commencement Date, the provision of a new Service shall be subject to all
Service Levels set forth herein and Vendor shall be entitled to charge Nextel
for such Services.


 


2.5.3.           Omitted Test Criteria. 
To the extent that any item is subject to testing as provided in this
Section 2.5, but specific testing criteria are omitted from or not
developed pursuant to the applicable new Service Roll-Out Plan or Nextel
Business Requirements Document, Nextel’s testing criteria shall be that the
tested items meet the requirements of this Agreement to Nextel’s reasonable
satisfaction.


 


2.6.       Use of Affiliates and Subcontractors.


 


2.6.1.           Except
to utilize the Subcontractors listed on Schedule 2.6 for the functions
identified on such schedule, Vendor shall not perform its obligations through
its Affiliates or through the use of Subcontractors, without the prior written
consent of Nextel, which consent will not be unreasonably withheld
[ . . . * * * . . . ].
Notwithstanding anything herein to the contrary, each Subcontractor shall
execute a confidentiality agreement with Vendor providing for confidentiality
and the protection of Customer Data and containing terms at least as stringent
as set forth in Sections 7.3 and 13.4. 
This section of the Agreement shall not apply to Vendor’s choice of
carrier for call routing and completion.


 


2.6.2.           Vendor
shall not be relieved of its obligations under this Agreement by use of any
such Affiliates or Subcontractors.  If
Nextel determines that the performance or conduct of any Vendor Subcontractor
or Affiliate or any individual employee thereof, is unsatisfactory, Nextel may
notify Vendor of its determination in writing, indicating the reasons
therefore, in which


 










***Certain information in
this exhibit has been omitted and filed separately with the commission.


Confidential treatment
has been requested with respect to the omitted portions.


 


4





















 


event Vendor shall promptly take all necessary and appropriate actions
to remedy the performance or conduct of such Subcontractor or Affiliate or any
individual employee thereof and, if so requested by Nextel and in Nextel’s
reasonable discretion, to replace such Subcontractor or Affiliate or any
individual employee thereof.


 


2.7.       Location of Performance. 
[ . . . * * * . . . ]  Vendor shall use its best efforts to provide
Services from Call Centers in close geographic proximity to the location of the
Customer requesting Service. 
[ . . . * * * . . . ]


 


2.8.       Non-Exclusivity. 
Notwithstanding anything else to the contrary set forth in this
Agreement, nothing herein shall prevent Nextel from providing for itself or
obtaining from any third party, at any time during the Term or thereafter,
directory assistance services, or any other products or services, in any way
analogous, similar or comparable to the Services and deliverables made
available by Vendor hereunder.


 


3.         ADDITIONAL
VENDOR SERVICE REQUIREMENTS


 


3.1.       Compatibility.  To the
extent that appropriate specifications for new Services have been provided by
Nextel and to the extent that the Parties have mutually agreed to an
implementation timeline for such new Services, Vendor agrees that it shall be
responsible for ensuring that (i) all services, equipment, networks, software
and other resources utilized by Vendor or approved by Vendor for utilization by
Nextel in connection with the providing or receiving of the Services
(collectively, the “Provided Resources”) shall be successfully interfaced with,
and shall be compatible with, the services, systems, items, and other resources
with which they will interoperate to carry out the Services that are owned by
or leased or licensed to Nextel, or are provided to Nextel by third party
service providers (collectively, the “Nextel Resources”), and for ensuring that
(ii) none of the Services or other items provided to Nextel by Vendor shall be
adversely affected by, or shall adversely affect, the Nextel Resources or any
services provided by any such third party providers, whether as to
functionality, speed, service levels, interconnectivity, reliability,
availability, performance, response times, or otherwise.  Vendor further agrees that to the extent that
any equipment, interfaces or other technology needs to be procured, developed,
and/or modified in order for the Provided Resources to integrate fully and
successfully, and be compatible, with the Nextel Resources after execution of
this Agreement, Vendor shall assume responsibility, at the commercially
reasonable request of Nextel for such procurement, development, and/or
modification, limited to the types of development or modification services
otherwise required of Vendor under this Agreement.  For purposes of the foregoing, the “reasonableness”
of Nextel’s request shall take into account established industry technical
standards.  Nothing in this Section shall
in any way limit or restrict Vendor’s obligation to meet the requirements of
the DAS Statement of Work and to provide the Services.


 










***Certain information in
this exhibit has been omitted and filed separately with the commission.


Confidential treatment
has been requested with respect to the omitted portions.


 


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3.2.       Cooperation.  Vendor
shall cooperate, as reasonably requested by Nextel, with other service
providers of Nextel to coordinate the provision of Services with the services
and systems of such other service providers acting in good faith, where Vendor’s
Services have a material impact on such services.  Such coordination shall include: (i)
facilitating with such other relevant service providers the timely resolution
of all problems that may arise and impact the Services or the provision
thereof, regardless of the actual or suspected root-cause of such problems, and
using commercially reasonable efforts to obtain and maintain the active
participation, cooperation and involvement of such other service providers as
is required for such problem resolution; (ii) providing information
concerning any or all of the Provided Resources or the data, computing
environment, and technology direction used in providing the Services, subject
to appropriate confidentiality agreements addressing the protection of
intellectual property, trade secrets and other competitively sensitive information;
(iii) working with other service providers in the implementation and
integration of the Services with the Nextel Resources in Nextel’s environment
and, as reasonably requested, the integration and interfacing of the Services
of such other service providers with the Services,; (iv) providing
reasonable access to and use of the Provided Resources,; (v) ensuring the
continued integration and provision of the Services in accordance with the
Agreement (and the Schedules hereto and the deliverables hereunder) with the
Nextel Resources as such may be upgraded, modified, or replaced from time to
time; and (vi) performing tasks reasonably assigned to Vendor in
connection with the Services and the foregoing activities described in this
sentence.  [ . . . * * * . . . ]  Nothing in this Section shall in any way
interfere with Vendor’s ability to or limit or restrict Vendor’s obligation to
meet the requirements of the DAS Statement of Work and to provide the
Services.  Nothing in this section shall
require Vendor to disclose its trade secrets or license its intellectual
property to any third party.


 


3.3.       Continuous Improvement. 
Throughout the Term, Vendor shall develop and provide the Services under
quality assurance programs, and Vendor shall propose, from time to time, new
technologies and procedures to improve the Services or the provision
thereof.  Vendor shall, in any such
proposal and at a minimum, identify and apply proven techniques and tools from
other non-proprietary installations within Vendor’s operations or knowledge
that could benefit Nextel’s use of the Services either operationally or
financially.  Not in limitation of the
foregoing, Vendor shall provide any continuous improvement activities specified
in the DAS Statement of Work.


 


3.4.       Root Cause Analysis. 
Upon Vendor’s discovery of, or, if earlier, Vendor’s receipt of a notice
from Nextel in respect of Vendor’s failure (i) to meet a Service Level; or
(ii) to provide any of the Services in accordance with this Agreement,
Vendor shall promptly (and in any event within five (5) Business Days), perform
a root-cause analysis to identify the cause of such failure.  Vendor shall promptly and, in any event,
within five (5) Business Days after such discovery or notice, provide Nextel
with a written report detailing the cause of, and procedure for correcting,


 










***Certain information in
this exhibit has been omitted and filed separately with the commission.


Confidential treatment
has been requested with respect to the omitted portions.


 


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such failure and
providing Nextel with reasonable evidence that failures within Vendor’s control
will not recur.


 


3.5.       Procedures Manual. 
Within sixty (60) days following the Effective Date, Vendor, with Nextel’s
cooperation, shall finalize a procedures manual (the “Procedures Manual),
applicable to the Services, which shall be attached hereto as
Schedule 3.5.  Nextel reserves the
right to identify (at any time, and from time to time, until ninety (90)
calendar days after the date of completion of such manual) and notify Vendor of
such items as Nextel shall reasonably deem appropriate for inclusion in such
Procedures Manual.  Vendor shall revise
the Procedures Manual from time to time during the Term as required (with the expectation
that more frequent revision shall be appropriate early in the Term) to reflect
any changes to the Services or related requirements so as to maintain the
Procedures Manual in an up to date, accurate status at all times.  At least annually, Vendor shall submit the
then current Procedures Manual to Nextel for review, comment and, with respect
to those Sections of the Procedures Manual that were originally mutually
developed by the parties, approval. 
Vendor shall comply with the Procedures Manual.


 


3.6.       Disaster Recovery Plan. 
Within sixty (60) days following the Effective Date, Vendor, with Nextel’s
cooperation, shall finalize a disaster recovery plan (the “Disaster Recovery
Plan”) applicable to the Services, which shall be attached hereto as Schedule 3.6.  Nextel reserves the right to identify (at any
time, and from time to time, until ninety (90) calendar days after the date of
completion of such plan) and notify Vendor of such items as Nextel shall reasonably
determine to be appropriate for inclusion in such Disaster Recovery Plan.  Prior to each anniversary of the Effective
Date during the Term, Vendor shall revise the Disaster Recovery Plan as
appropriate to reflect any changes to the Services or related requirements and
submit it to Nextel for review, comment, and approval, which shall not be
unreasonably withheld.  Nextel and Vendor
shall implement and comply with the Disaster Recovery Plan.


 


3.7.       Quality. 
[ . . . * * * . . . ]  Vendor is a service organization and its
management has taken responsibility to ensure that documented policies and
tested processes are in place for quality system activities, contract review,
design control, purchasing, process control and testing with corrective action.  In addition, Vendor
shall ensure that it, its employees, agents and Subcontractors take no action
that results in Nextel or any of its Affiliates losing any ISO 9000 or CMM
Level 2 or similar quality certification in existence as of the Effective Date,
or which Nextel obtains or seeks to obtain after such date.


 


3.8.       Nextel Partners Operating Corporation. 
Vendor understands and agrees that Nextel Partners Operating
Corporation (“NPOC”) will need a separate agreement with Vendor for provision
of Services. 
[ . . . * * * . . . ]  Neither Nextel nor NPOC (nor their respective
Affiliates) shall have any liability for the obligations of the other
(including, without limitation, any liability for any payment obligations) and
Vendor agrees not to sue Nextel or its Affiliates or hold Nextel or its
Affiliates


 










***Certain information in
this exhibit has been omitted and filed separately with the commission.


Confidential treatment
has been requested with respect to the omitted portions.


 


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liable for a
breach by NPOC of any agreement between Vendor and NPOC, but rather to proceed
directly and solely against NPOC.
[ . . . * * * . . . ]


 


3.9.       Change Management.  Vendor and Nextel may, by mutual
written agreement, enter into additional statements of work for the performance
of additional services (“Additional Services”) not contemplated by the DAS
Statement of Work, whether related to the Services, or otherwise (each, an “Additional
Statement of Work”).  In the absence of a
specific, express agreement to the contrary, any such Additional Statement of
Work shall be governed by the terms and conditions of this Agreement.  Nextel and Vendor agree to process proposals
for Additional Services, as follows:


 


3.9.1.           Nextel
may at any time, and from time to time, request that Vendor perform Additional
Services for Nextel with reasonable advance written notice that includes a
reasonably detailed specification of the nature, extent and desired timeframe
for the work to be performed and specifies the desired pricing proposal (fixed price,
time & materials or both).


 


3.9.2.           Within
a reasonable period
[ . . . * * * . . . ] after
receiving such a request from Nextel, Vendor shall prepare and submit an
initial proposal to Nextel that includes estimated pricing and timelines for
the project.  If Nextel chooses to pursue
its request further by responding to Vendor within ten (10) Business Days,
Vendor shall, within a reasonable period, prepare a written proposal that:


 


(a)           assesses
the expected impact of such request on any Services or deliverables then being
provided hereunder;


 


(b)           meets the
pricing requirements set forth below;


 


(c)           defines
and describes how Vendor would fulfill or satisfy such request, and describes
any Additional Services and deliverables to be provided by Vendor pursuant
thereto;


 


(d)           sets forth
cost estimates, specifications, implementation plans and time schedules, with
appropriate milestone and completion dates, anticipated by Vendor in connection
with fulfilling such request;


 


(e)           contains
proposed completion and acceptance criteria; and


 


(f)            sets
forth any other information Vendor considers appropriate for inclusion.


 


3.9.3.           With
respect to any request for a fixed price proposal, Vendor shall propose a fixed
price or a fixed rate per unit of performance, as appropriate in either case
based upon the best rates Vendor is offering to other major customers for
services of a similar nature and scope. 
With respect to any request for a time and materials proposal, Vendor
shall propose to perform at the T&M Rates.


 










***Certain information in
this exhibit has been omitted and filed separately with the commission.


Confidential treatment
has been requested with respect to the omitted portions.


 


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3.9.4.           If
Nextel shall deem such proposal acceptable, and shall so notify Vendor by a
written purchase order executed by an authorized signatory of Nextel.


 


3.9.5.           As
to any proposed Additional Services, Vendor agrees that Nextel may solicit or
accept bids from any service provider that it may also have requested Vendor to
perform and may award such work to any such bidder for any reason.


 


3.9.6.           In
the event Vendor wishes to perform Additional Services for Nextel, it shall
notify Nextel in writing of the request and provide Nextel with a proposal;
thereafter, the procedure shall be as stated above.


 


3.10.     Customer Satisfaction and Communication.
The parties shall conduct Customer satisfaction surveys during the Term in
accordance with Schedule 3.10.  The
surveys shall cover a representative sample of the Customers.  Nextel shall provide reasonable assistance to
Vendor to:  (i) identify the
appropriate sample of Customers; (ii) distribute the surveys; and
(iii) encourage participation by such Customers in order to obtain
meaningful results.  Vendor’s Contract
Executive shall review results of the survey with Nextel.  The customer satisfaction survey may include
Nextel personnel however the results of that survey shall not include Nextel
personnel in connection with the requirements or provisions of Schedule 2.4
hereto.


 


3.11.     Reporting. 
Vendor shall furnish Nextel with reports in the form, and with the
frequency, and covering the information, described in Schedule 3.11, or in
a notice delivered by Nextel to Vendor from time to time.  On an annual basis, the parties shall discuss
the requirements set forth in Schedule 3.11 and modify such requirements
as they may mutually agree.  Vendor shall
furnish all reports to Nextel in an electronic form.  Vendor shall promptly inform Nextel of any
known and material deficiencies, omissions, or irregularities in Nextel’s
requirements or in Vendor’s performance of the Services that may come to Vendor’s
Contract Executive’s attention.  To the
extent that it is permitted by third parties and made available to Vendor’s
customer base without additional cost, Vendor shall furnish Nextel with
material and applicable research and development information, such as published
materials and industry studies conducted for or by Vendor, that come to the
attention of Vendor’s Contract Executive and pertain to the Services, and that
Vendor’s Contract Executive believes would assist Nextel in setting its
directory assistance policies or requirements. 
Vendor’s Contract Executive shall also advise Nextel of other matters of
a material nature including those that have a cost associated with them that he
believes would be helpful to Nextel in setting or revising its directory
assistance policies or requirements.


 


4.         RESPONSIBILITIES
OF NEXTEL


 


4.1.       Assigned Tasks. 
Nextel agrees to perform the tasks specifically identified as Nextel
tasks pursuant to this Agreement.  Nextel
may use subcontractors or an outsourcing service provider to perform any
service required to be performed by it hereunder or receive performance of the
Services.  Nextel will be responsible for


 


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the performance of
its subcontractors, and will require its subcontractors to comply with relevant
provisions of this Agreement. 
Notwithstanding anything herein to the contrary, each Nextel
subcontractor shall execute a confidentiality agreement with Nextel providing
for confidentiality and the protection of Confidential Information and
containing terms at least as stringent as set forth in Sections 7.3.


 


4.2.       Configuration Information. 
Subject to its license and confidentiality restrictions with third
parties, Nextel shall use commercially reasonable efforts to obtain and provide
to Vendor such information as it requires regarding Nextel’s production
environment and an application programming interface to its existing
systems.  Nextel shall not impose
additional cost on Vendor for such access.


 


5.         RELATIONSHIP
MANAGEMENT


 


5.1.       Steering Committee. 
The parties shall establish and maintain an advisory oversight committee
(the “Steering Committee”), which shall be composed of an equal number of
Vendor’s representatives and Nextel’s representatives.  The initial representatives and their
positions with Nextel and Vendor, respectively, are set forth in the Personnel
Table attached hereto as Schedule 5.1. 
The members appointed by either party may be replaced at the discretion
of such party.  The general
responsibilities of the Steering Committee shall be:  (i) to monitor the general progress of
the performance of this Agreement; (ii) to analyze and attempt to resolve
matters referred by the Contract Executives; (iii) to review Vendor’s
service performance against the Service Levels and recommend remedial actions
to resolve any performance deficiencies; and (iv) to consider and recommend
to authorized management approval or rejection of proposed Additional
Statements of Work.  The Steering
Committee shall meet twice per calendar year, or more frequently as requested
with ten (10) Business Days’ prior written notice, by either Nextel or Vendor,
and at these meetings shall discuss reports prepared by the Contract Executives
with respect to the status of the performance of this Agreement and significant
events that have occurred since the previous meeting.  Such meetings shall be in person in or near
Reston, Virginia, provided that they may be by telephone if requested by
Nextel.


 


5.2.       Contract Executives. 
Each party shall appoint an individual (the “Contract Executive”) to act
as the primary liaison between the parties with respect to the management of
this Agreement and the parties’ relationship hereunder. The initial Contract
Executives and their positions with Nextel and Vendor, respectively, are set
forth on the Personnel Table.  Vendor’s
Contract Executives shall have overall responsibility for directing all of
Vendor’s activities hereunder, and shall be vested with all necessary authority
to fulfill that responsibility.  Vendor’s
Contract Executive shall be deemed one of Vendor’s Key Personnel.


 


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5.3.       [ . . . * * * . . . ]


 


5.3.1.           [ . . . * * * . . . ]


 


5.3.2.           [ . . . * * * . . . ]


 


5.4.       Additional Personnel Requirements.


 


5.4.1.           Additional Staffing. 
In addition to Vendor’s Key Personnel, Vendor shall make available such
additional professionals as are necessary to properly perform Vendor’s
obligations under this Agreement, including Vendor’s personnel as described in
the Personnel Table.  The additional
personnel shall perform the functions, and shall have minimum time commitment
to Nextel and minimum experience, as set forth in such listing.


 


5.4.2.           Individual Performance. 
If Nextel believes that the performance or conduct of any person
employed or retained by Vendor or its Subcontractor to perform Vendor’s
obligations under this Agreement is, for any lawful reason, unsatisfactory to
Nextel or is not in compliance with the provisions of this Agreement, Nextel
may so notify Vendor and upon any such notice Vendor shall promptly remedy the
performance or conduct of such person, or, if the conduct or performance has
not been corrected within fourteen (14) calendar days after Nextel provides
Vendor notice of the problem, then, at Nextel’s request, Vendor shall replace,
or cause its Subcontractor to replace, such person with another person.


 


5.4.3.           [ . . . * * * . . . ]


 


5.4.4.           Non-Solicitation. 
Except as otherwise provided in this Agreement, and excluding either
party’s standard recruitment practice which may include solicitation of
employees through employment agencies (other than by members of the Vendor
project staff assigned to Nextel), advertisements in newspapers, magazines,
trade journals, or Internet Web sites, during the Term and for six (6) months
thereafter, neither party shall, without the other party’s prior written consent,
which may be withheld in its sole discretion, directly or indirectly solicit
any employee of the other party whose duties and responsibilities include
Services performed in connection with this Agreement to leave the other party’s
employ in order to accept employment with the soliciting party, its Affiliates,
actual or prospective subcontractors, or any other Person.


 


5.5.       Dispute Resolution.


 


5.5.1.           Problems.  In the
event of a dispute hereunder, the Steering Committee shall discuss and make an
effort to resolve such dispute at or prior to the next scheduled Steering
Committee meeting.  If the Steering
Committee shall have executed a written resolution of the dispute, each party
shall begin performance in accordance with such resolution, provided that no


 










***Certain information in
this exhibit has been omitted and filed separately with the commission.


Confidential treatment
has been requested with respect to the omitted portions.


 


11





















 


agreement of the Steering Committee may amend or modify the terms of
this Agreement without the concurrence of authorized management from both
parties.  At any time, a party may refer
a dispute to be resolved by the Senior Vice President-Products and Services or
Senior Vice President-Engineering and Operations of Nextel and the Chief
Financial Officer of Vendor (the “Senior Executives”).


 


5.5.2.           Unresolved Disputes. 
If any dispute arises between the parties, and the disputed matter has
not been resolved by the Steering Committee within ten (10) Business Days after
such dispute has come to their attention, and the disputed matter has not been
resolved by the Senior Executives, within twenty (20) additional calendar days,
or such longer period as agreed to in writing by the parties, and without
regard to whether either party has contested whether these procedures,
including the duty of good faith, have been followed, each party shall have the
right to commence any legal proceeding in a court of competent jurisdiction as
permitted by law.


 


5.5.3.           No Termination or Suspension of Services.  Notwithstanding anything to the contrary
contained herein, and even if any dispute arises between the parties and
regardless of whether or not it requires at any time the use of the dispute
resolution procedures described above, in no event nor for any reason shall
Vendor interrupt the provision of Services to Nextel or perform any other
action that prevents, slows down, or reduces in any way the provision of
Services or Nextel’s ability to conduct its business, unless:  (i) authority to do so is granted by
Nextel in writing or conferred by a court of competent jurisdiction; (ii) this
Agreement has been terminated pursuant to Section 11; or (iii) Nextel has
failed to properly pay any undisputed invoiced fees, in accordance with
Section 6.7, Payment of Invoices, below, subject to compliance with all
applicable notice and cure periods provided for in Sections 6.7 and 11.


 


5.5.4.           Injunctive relief. 
Neither party shall be obligated to follow the procedures set forth in
Sections 5.5.1 and 5.5.2 in order to seek injunctive relief for violations
of Section 5.5, Section 7 or Section 13.4.


 


6.         PRICE
AND PAYMENT TERMS


 


6.1.       Total Price.  The
total consideration payable to Vendor under this Agreement shall consist of
(i) Service Fees; and (ii) the charges, if any, incurred pursuant to this
Section 6, provided that Vendor’s invoices for any such charges shall be
reduced by the amount of any applicable Adjustment Credits.  No other fees or charges of any kind whatsoever
shall be payable or reimbursable under this Agreement in respect of Vendor’s
obligations to provide any Services hereunder. 
Without limiting the generality of the foregoing, except as specifically
provided in Section 6.2.4, any travel or lodging or other out of pocket
expenses required to be incurred by Vendor to carryout the Services hereunder
shall be at Vendor’s sole cost and expense.


 


12





















 


6.2.       Amounts to be Invoiced.


 


6.2.1.           Service Fees.  Beginning on the Service
Commencement Date and thereafter during the Term, Vendor may invoice Nextel for
the Services at the rates, and in accordance with the terms, set forth in the
Fee Schedule attached hereto as Schedule 6.2.1 (the “Service Fees”).


 


6.2.2.           Exit Fees.  In the
event of a Nextel Termination for Convenience, Vendor may invoice Nextel for
exit fees (the “Exit Fees”)
[ . . . * * * . . . ].


 


6.2.3.           Adjustment Credits. 
Each invoice shall also include any applicable Adjustment Credits.


 


6.2.4.           Travel and Lodging Expenses. 
Vendor may invoice Nextel for reasonable out of pocket travel and
lodging expenses, actually incurred by Vendor personnel in connection with
travel pre-approved by Nextel for directly providing Services, in accordance
with Nextel’s expense policies as in effect from time to time, the current
version of which is attached hereto as Schedule 6.2.4.


 


6.3.       Adjustment Credits.  Schedule 2.4 sets forth specified
Adjustment Credits that shall be granted to Nextel if and when Vendor’s actual
performance of Services fails to meet certain levels, as measured against the
Service Level Requirements. 
[ . . . * * * . . . ]


 


6.4.       [ . . . * * * . . . ]


 


6.5.       Services under Additional Statements of Work.  Nextel shall pay for any services under an
Additional Statement of Work on the basis set forth in such Additional
Statement of Work.  Such services will be
invoiced on the same monthly invoices provided by Vendor, but will be
identified separately from monthly amounts for ongoing Services.


 


6.6.       Purchase Orders; Invoices. Nextel shall issue purchase
orders for all charges hereunder.  Vendor
shall furnish Nextel with a monthly invoice on or before the tenth (10th)
day of each month, in arrears, for the Services and Additional Services
performed by Vendor in the preceding month. 
Each invoice shall include an itemized accounting of the Service Fees
and any applicable credits and adjustments, and shall be accompanied by
information and data that support such fees, credits and adjustments and
reference to the applicable purchase order. 
Each monthly invoice, and the supporting information and data relating
thereto, shall be presented in such reasonable detail as is requested or
approved by Nextel.  No invoice may be
issued except pursuant to an applicable purchase order.


 


6.7.       Payment of Invoices.


 


6.7.1.           General.  Nextel shall
pay all undisputed invoices properly issued in compliance with this Section
within [ . . . * * * . . . ]
calendar days after Nextel’s receipt of invoice.  Any invoiced amount paid after [ . . . * * * . . . ]
days from Nextel’s receipt of invoice shall incur interest in


 










***Certain information in
this exhibit has been omitted and filed separately with the commission.


Confidential treatment
has been requested with respect to the omitted portions.


 


13





















 


the amount of
[ . . . * * * . . . ] a month
from [ . . . * * * . . . ]
until paid.  Notwithstanding the
foregoing, Nextel may, however, after giving Vendor prior written notice with a
reasonable description of the reasons therefor during the
[ . . . * * * . . . ] day
period from Nextel’s receipt of the invoice, withhold payment of that portion
of any invoiced amounts that Nextel disputes in good faith, pending resolution
of the matter in accordance with Section 5.5 above.


 


6.7.2.           Electronic Payment. 
Vendor shall support payment of invoices by Nextel for Directory
Assistance Service via electronic funds transfer (i.e., Automated Clearinghouse
(ACH)) in immediately available U.S. funds. 
Vendor shall support the transfer of billing detail records in an
editable, electronic format to Nextel (i.e., PDF and similar image type files
shall not be accepted) through the use of FTP (File Transfer Protocol).


 


6.7.3.           Back Billing.  Vendor
shall be limited to a maximum of
[ . . . * * * . . . ] for
back billing for any billing charge corrections that need to be made.


 


6.8.       [ . . . * * * . . . ]


 


6.9.       Taxes.


 


6.9.1.           Compliance. The parties shall comply with all federal,
state, and local tax laws applicable to transactions occurring under this
Agreement.  Vendor shall provide Nextel
with a completed Form W-9, applicable Form W-8 series form, or Form 8233, as
appropriate, for federal income tax reporting purposes.


 


6.9.2.           Payment Obligation. Nextel shall be responsible for
applicable Transaction Taxes imposed on charges for goods and services provided
by Vendor to Nextel under this Agreement. 
However, Nextel shall not be responsible for such taxes for which Nextel
has provided Vendor with a valid, properly executed, exemption
certificate.  Nextel shall not be
responsible for any taxes imposed on Vendor arising from Vendor’s consumption
of goods and services in connection with this Agreement.  Nextel shall not be responsible for any other
taxes, assessments, duties, permits, tariffs, fees or other charges of any
kind.


 


6.9.3.           Invoicing.  Vendor
shall separately state all taxable and non-taxable charges on all invoices
issued to Nextel. Vendor shall separately state applicable taxes on charges for
goods and services provided under this Agreement.  If Vendor fails to properly invoice Nextel
for taxes on the original invoice for goods and services provided under this
Agreement, Vendor shall pay such taxes and Nextel shall not be responsible for
payment of such taxes to Vendor.


 


6.9.4.           Cooperation.  The
parties shall cooperate with one another to minimize taxes arising from this
Agreement.


 










***Certain information in
this exhibit has been omitted and filed separately with the commission.


Confidential treatment
has been requested with respect to the omitted portions.


 


14





















 


6.9.5.           Transaction Taxes.  As
used herein, “Transaction Taxes” shall be defined as state and local sales and
use taxes, including Arizona transaction privilege tax, Arkansas gross receipts
tax, Hawaii general excise tax, Illinois retailer’s occupation tax, and New
Mexico gross receipts tax.


 


6.10.     [ . . . * * * . . . ]


 


6.11.     [ . . . * * * . . . ]


 


6.12          T&M
Rates.  Solely for the
provision of Additional Services under this Agreement and as otherwise
specifically set forth herein, Vendor’s time and materials rates for its
personnel (the “T&M Rates”) throughout the Term are set forth on the Fee
Schedule.  Commencing after the one year
anniversary of the Services Commencement Date, and no more often than once per
year, Vendor may, by written notice to Nextel, increase the amount of any of
the T&M Rates by no more than the CPI Increase over the amount of such rate
the prior year.


 


7.         PROPRIETARY
RIGHTS; CONFIDENTIALITY


 


7.1.       Nextel Proprietary Rights.


 


7.1.1.       License.  During the
Term of the Agreement, and solely to the extent necessary to permit Nextel to
obtain the benefits of the Services Vendor will provide pursuant to the
Agreement, Vendor hereby grants Nextel and its Affiliates a non-exclusive,
worldwide, royalty-free license, solely for Nextel’s Internal Purposes, to use,
copy, modify (create derivative works from), display and transmit (including
electronically and wirelessly) (and to permit third party outsourcing providers
providing service to Nextel, other than directory assistance services, under
appropriate confidentiality agreements to use, copy, modify, display and
transmit) any and all Vendor Work Product delivered (or required to be
delivered) to or used by Nextel in performing its functions under this
Agreement or in obtaining the benefits of the Services hereunder.  However, notwithstanding the preceding
sentence or anything in the Agreement to the contrary:


 


a)     Nextel is
precluded from providing any Vendor Work Product, or any licenses thereto, to
any third party for purposes other than Nextel’s Internal Purposes unless (i)
Vendor, in its sole discretion, has consented in writing to such provision of
Vendor Work Product and (ii) the third party executes a license with Vendor
which includes royalty payments to Vendor which are acceptable to Vendor at
Vendor’s sole discretion; and


 


b)    Vendor grants no
licenses whatsoever to either Nextel or to any third party for any service or
product (including without limitation any call


 










***Certain information in
this exhibit has been omitted and filed separately with the commission.


Confidential treatment
has been requested with respect to the omitted portions.


 


15





















 


processing or directory assistance service) with respect to which
Vendor is not entitled to receive consideration pursuant to this Agreement,
provided, however, that the parties acknowledge and agree that the fees set
forth in Schedule 6.2.1 represent full and sufficient consideration for,
among other things, all licenses provided to Nextel pursuant to this Agreement.


 


7.1.2.           Ownership of Developed Work Product.  Developed Work Product shall be mutually
designated as such in connection with the DAS Statement of Work or an
Additional Statement of Work for Additional Services, pursuant to Section 6.5
above.  Such Additional Statement of Work
will specify that the Additional Services are Developed Work Product.  Unless otherwise specified in the DAS
Statement of Work or Additional Statement of Work, all Developed Work Product,
shall be owned exclusively by Nextel and, effective in each case upon its
creation, is hereby assigned by Vendor to Nextel.  Vendor is hereby granted a non-exclusive
license to such Developed Work Product solely for purposes of and during the
term of carrying out its duties hereunder during the Term.  To the extent that Developed Work Product is
created by the embedding or compiling of Vendor Work Product with newly created
Developed Work Product, Nextel’s ownership interest shall not extend to the
Vendor Work Product included therein, but shall include the compilation or
combination of Work Product that is a part of the Developed Work Product.  Vendor acknowledges that Nextel does not
intend Vendor to be a joint author of the Developed Work Product within the
meaning of the Copyright Act of 1976, as amended, and that in no event shall
any Developed Work Product be deemed to have been developed with the intent
that Vendor be a joint author thereof. 
Vendor hereby agrees to deliver to Nextel all Developed Work Product
(including, as to any Developed Work Product that consists of Software, all
source code and documentation).  Other
than the rights granted to Nextel in Section 7.1.1 above, Nextel obtains no
rights whatsoever pursuant to this Agreement to Vendor Work Product either in
connection with the manufacture, use, sale, offer for sale or importation of
Developed Work Product or otherwise, and Nextel hereby acknowledges that, other
than the rights granted to it in Section 7.1.1 above, it has obtained no such
rights to Vendor Work Product pursuant to this Agreement.


 


7.1.3.           Treatment of and Access to Nextel Data.  Notwithstanding anything to the contrary
herein, Nextel shall be and remain, at all times, the sole and exclusive owner
of the Nextel Data (including any modification, compilation, or derivative work
there from and all intellectual property and proprietary rights contained
therein or pertaining thereto) and, effective in each case upon the creation
and such items, Vendor hereby assigns the same to Nextel.  Vendor is hereby granted a license to use and


 


16





















 


copy the Nextel Data solely for purposes of and during the term of
carrying out its duties hereunder and solely to the extent that Vendor requires
access to such data to provide the Services as contemplated by this Agreement
during the Term. Vendor shall not commercially exploit the Nextel Data, or do
any other thing that may in any manner adversely affect the integrity, security
or confidentiality of such items, other than as specified herein or as directed
by Nextel in writing.


 


7.2.       Vendor Ownership. 
Except as provided in Section 7.1, Vendor shall retain all proprietary
and intellectual property rights in and to all Vendor Work Product.  Nextel agrees to retain appropriate
intellectual property rights notices that are provided by Vendor on all copies
or partial copies of the Vendor Work Product.


 


7.3.       Confidentiality.


 


7.3.1.           Protection of Confidential Information.  Neither party shall disclose the Confidential
Information of the other party to any third party without the prior written
consent of the other party during the Term, or after the termination, of this
Agreement, and each party shall keep strictly confidential, all Confidential
Information of the other, protecting the confidentiality thereof with the same
level of efforts that it employs to protect the confidentiality of its own
proprietary and confidential information of like importance to it and in any
event, by reasonable means.  Each party
may, however, disclose the Confidential Information of the other to those of
such party’s personnel, subcontractors, or agents engaged in a use permitted by
this Agreement and with a need to know, provided that such personnel,
subcontractors, or agents: (i) are directed to treat such Confidential
Information confidentially and not to use it other than as permitted hereby and
(ii) are subject to a legal duty to maintain the confidentiality thereof.  In addition, Nextel shall have the right to
provide NPOC with copies of this Agreement, all amendments hereto and any information
regarding the roll-out and performance of current and future Services
hereunder.  Neither party shall use the
Confidential Information of the other party except solely as necessary in and
during the performance of this Agreement, or as expressly licensed
hereunder.  Each party shall be
responsible for any improper use or disclosure of any Confidential Information
of the other by such party’s and its subcontractors’ officers, partners,
principals, employees, agents or independent contractors (including individuals
who hereafter become former partners, principals, employee, agents or
independent contractors).


 


7.3.2.           Exceptions.  The
obligations of this Section 7.3 shall not apply (i) to any
Confidential Information for a period longer than it is legally permissible to
restrict disclosure of that item of Confidential Information or (ii) to
any Confidential Information that a party can demonstrate was:


 


17





















 


(a)           at the
time of disclosure to such party, in the public domain or commonly known in
either party’s industry;


 


(b)           after
disclosure to such party, published or otherwise entered the public domain
through no fault of such party;


 


(c)           in the
possession of such party at the time of disclosure to it, if such party was not
then under an obligation of confidentiality with respect thereto;


 


(d)           received
after disclosure to such party from a third-party who had a lawful right to
disclose such Confidential Information to it;


 


(e)           independently
developed by such party without reference to Confidential Information of the
other party; or


 


(f)            disclosed
with the prior written approval of the other party.


 


7.3.3.           Required Disclosure. 
Either party may disclose Confidential Information to the extent
required by law or by order of a court or governmental agency; provided,
however, that the recipient of such Confidential Information shall give the owner
of such Confidential Information prompt notice, and shall use its best efforts
to cooperate with the owner of such Confidential Information if the owner
wishes to obtain a protective order or otherwise protect the confidentiality of
such Confidential Information.  The owner
of such Confidential Information reserves the right to obtain a protective
order or otherwise protect the confidentiality of such Confidential
Information.


 


7.3.4.           Notification.  In the
event of any disclosure or loss of Confidential Information, the receiving
party shall immediately notify the disclosing party and shall take all
necessary and appropriate actions to retrieve the lost or improperly disclosed
information.


 


7.3.5.           Injunctive Relief. 
Each party acknowledges that any breach of any provision of this Section
by either party, or its personnel or subcontractors, will cause immediate and
irreparable injury to the other party, and in the event of such breach, the
injured party shall be entitled to seek injunctive relief, without bond or
other security, and any and all other remedies available at law or in equity.


 


7.3.6.           Return of Confidential Information.  Unless a party is expressly authorized by
this Agreement to retain the other party’s Confidential Information, such party
shall promptly return or destroy, at the disclosing party’s option, the
disclosing party’s Confidential Information, and all copies thereof, within
five (5) Business Days of the disclosing party’s written request, and shall
certify to the disclosing party that it no longer has in its possession or
under its control any Confidential Information in any form whatsoever, or any
copy thereof.


 


18





















 


7.3.7.           Confidentiality Agreements. Vendor covenants that each of
its employees and the employees of any and all Subcontractors performing
Services shall be subject to the terms of an employment or other agreement that
(a) requires such employee to protect Vendor’s clients’ confidential
information, including Customer Data, and that offers no less degree of
protection than that which is required hereunder and (b) requires such employee
to grant its employer ownership of any and all Developed Work Product created
or developed by such employee.  Without
regard to whether any individual is subject to any such agreement and without
regard to its terms, Vendor shall be responsible for, and shall remain fully
liable for, any action or inaction by each of its agents and Subcontractors,
and each of their employees, with respect to the Confidential Information and
Customer Data that results in a breach of this Section 7.3 or Section 13.4.


 


8.         REPRESENTATIONS
AND WARRANTIES


 


8.1.       Vendor Representations and Warranties.  Vendor represents and warrants to Nextel
that:


 


8.1.1.           Vendor Diligence. 
Vendor has had adequate opportunity to inspect all material components,
workings, capabilities, procedures, and capacities of the networks, hardware,
and software associated with the provision of the Services presented to date;
it has received answers to all questions that it has presented to Nextel
regarding the scope and substance of the Services; and it is capable in all
respects of providing the Services in accordance with this Agreement.


 


8.1.2.           System. 
During the Term the Services and all components of Vendor’s systems used
to provide the Services hereunder will meet the criteria for approval as
provided for herein, will be free from any material defects,


 


19





















 


will perform in accordance with the Specifications and will meet the
requirements of and will include all the functionality described in the DAS
Statement of Work.


 


8.1.3.           Services.  The
Services will be performed in a timely, competent, professional manner and in
accordance with requirements hereof, including, but not limited to, the
Specifications, the DAS Statement of Work and the highest applicable industry
standards and practices.


 


8.1.4.           Computer Viruses.  Vendor shall use industry best
practices regularly to identify, screen and prevent any Disabling Device in
resources utilized by Vendor or Nextel in connection with the provision or
receipt of the Services, and shall not itself knowingly install, any Disabling
Device in resources utilized by Vendor, Nextel, or any Subcontractor, in connection
with the provision or receipt of the Services. 
Vendor shall assist Nextel in reducing the effects of any Disabling
Device discovered in any resource related to the provision or receipt of the
Services, especially if causing a loss of operating efficiency or data.


 


8.1.5.           Legal and Corporate Authority.  Vendor has the right and authority to enter
into and perform this Agreement, including, without limitation to provide the
Services, grant the licenses provided for herein and deliver the deliverables
as provided herein.  Vendor’s activities
in connection with this Agreement do not and will not constitute a default or
breach (or an event which, with the passage of time or giving of notice, would
constitute a default or breach) of any agreement or order of any court or
governmental agency by which Vendor or any of its personnel performing Services
are bound.


 


8.1.6.           Intellectual Property. 
To the best of Vendor’s knowledge after due inquiry: (i) Vendor has not
misappropriated or improperly copied from any third party and will not
misappropriate or improperly copy from any third party any deliverables
provided or any intellectual property used under this Agreement, or any portion
thereof; (ii) Vendor has not infringed or otherwise violated, and neither performance
hereunder nor Nextel’s exercise of its rights hereunder, will infringe or
otherwise violate any statutory or other rights of any third party in or to any
intellectual property rights therein including, without limitation, copyrights,
patents, trade secrets or trademarks; and, (iii) no third party has asserted,
is asserting or, to Vendor’s knowledge, has or will have any reasonable basis
to assert a claim of any of the foregoing.


 


8.1.7.           Information Delivered to Nextel.  As of the date furnished and to the best of
Vendor’s knowledge, after due inquiry no statement contained in writing in any
Vendor proposal materials (including all communications received by Nextel from
Vendor) contained any untrue statement of a


 


20





















 


material fact or omitted any material fact necessary to make the
statements made not misleading.


 


8.1.8.           Misrepresentations. 
To the best of Vendor’s knowledge after due inquiry, Vendor has not
made, in any written or oral communication with or provided to Nextel or its
Affiliates (including any responses to Nextel requests for proposal or the
negotiation of this Agreement), any material misrepresentations (whether
through any untrue statement of a material fact or an omission of any material
fact necessary to make such communication not misleading) regarding or
concerning Vendor or any of Vendor’s Subcontractors, or, individually or
collectively: (i) their capabilities as competent, qualified, experienced
providers of Services; (ii) their abilities to, or the manner in which they
shall, perform the Services and provide deliverables in accordance with this
Agreement; (iii) their businesses, operations, or financial condition or any
financial statements, reports, and other similar materials or information
furnished to Nextel in connection herewith; or (iv) any of the specific
Services to be performed or deliverables to be provided hereunder.


 


8.1.9.           Financial Condition. 
Vendor has, and shall maintain, a financial condition commensurate with
its obligations under this Agreement and sufficient to allow it to readily and
successfully fulfill all such obligations, in accordance with this
Agreement.  Vendor, in the event the
financial condition of Vendor changes during the Term in such a manner as to adversely
affect Vendor or jeopardize its ability to satisfy the warranty set forth in
the immediately preceding sentence, shall promptly notify Nextel in writing,
reasonably describing the nature and extent of such change.


 


8.1.10.         Pending Litigation. 
As of the Effective Date, there is no outstanding litigation, arbitrated
matter or other dispute to which Vendor is a party that, if decided unfavorably
to Vendor, would reasonably be expected to have a potential or actual material
adverse effect on Vendor’s ability to fulfill its obligations hereunder.


 


8.2.       Nextel Representations and Warranties.  Nextel represents and warrants to Vendor
that:


 


8.2.1.           Pending Litigation. 
Nextel represents that, as of the Effective Date, there is no
outstanding litigation, arbitrated matter or other dispute to which Nextel is a
party that, if decided unfavorably to Nextel, would reasonably be expected to
have a potential or actual material adverse effect on Nextel’s ability to
fulfill its obligations hereunder.


 


8.2.2.           Legal and Corporate Authority.  Nextel has the right and authority to enter
into and perform this Agreement, including, without limitation to grant the
licenses provided for herein. Nextel’s activities in connection with this
Agreement do not and will not constitute a default or breach (or


 


21





















 


an event which, with the passage of time or giving of notice, would
constitute a default or breach) of any agreement or order of any court or
governmental agency by which Nextel or any of its personnel are bound.


 


8.3.       Disclaimer of Warranties.  THE
FOREGOING, TOGETHER WITH ALL EXPRESS WARRANTIES CONTAINED IN ANY SCHEDULE
HERETO OR OTHERWISE INCORPORATED HEREIN, CONSTITUTES AND EXPRESSES THE ENTIRE
STATEMENT OF THE PARTIES WITH RESPECT TO WARRANTIES.  VENDOR AND NEXTEL DISCLAIM ALL OTHER
WARRANTIES WITH RESPECT TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.


 


9.         REMEDIES
AND LIMITATIONS


 


9.1.       Basic Remedy; Nonexclusivity.  Vendor shall, with respect to any breach
during the Term of this Agreement, promptly and at no charge to Nextel,
(i) reperform any Services that do not meet the requirements of this
Agreement and (ii) correct all failures of any deliverables hereunder to
perform in accordance with the requirements of this Agreement.  No remedy set forth in this Agreement (except
to the extent specifically stated herein) is intended to be exclusive of any
other remedy.  Each remedy shall be in
addition to every other remedy given hereunder, or now or hereafter existing at
law, in equity, by statute, or otherwise. 
No quality assurance, acceptance test, or other similar procedure shall
be deemed to obligate Nextel with respect to, or necessarily to constitute,
legal “acceptance” of any deliverable and no such procedure shall be deemed to
waive any right or remedy hereunder.


 


9.2.       Limitation of Liability.


 


9.2.1.           General Limitation. 
The parties hereunder shall be liable only for direct damages and
neither party shall be liable hereunder for consequential or punitive damages
(including lost profits or savings) even if it has been advised of their
possible existence; provided, however, that the foregoing limitation shall in
no event limit a party’s ability to recover actual damages for breach hereof,
including the costs of obtaining replacement Services and deliverables
complying with the terms hereof.  In no
event shall the total and cumulative liability of either party to the other
under this Agreement for any claim or claims hereunder concerning performance
or nonperformance hereunder exceed the greater of:
 [ . . . * * * . . . ]


 


9.2.2.           Exclusion. 
Notwithstanding the foregoing and Section 9.2.3 below, there shall
be no limitation on the amount of liability, and no exclusion of any types of
damages for the following: (i) either party’s indemnification obligations;
(ii) losses arising out of either party’s willful, intentional or grossly
negligent misconduct or Vendor’s intentional and wrongful


 










***Certain information in
this exhibit has been omitted and filed separately with the commission.


Confidential treatment
has been requested with respect to the omitted portions.


 


22





















 


repudiation of this Agreement; (iii) damages to real and tangible
personal property caused by negligent or other tortious conduct of Vendor;
(iv) personal injury or death caused by negligent or other tortious
conduct of a party or its agents; (v) intentional or negligent breaches of
confidentiality or non-use of information requirements; or (vi) any breach of
Section 13.4.


 


9.2.3.           Nextel Limitation.  In
no event shall Nextel have any liability for monetary damages with respect to
its duties and obligations hereunder, other than its duties and obligations
pursuant to Sections 6.7, 7.3 and 10.


 


10.       INDEMNIFICATION


 


10.1.     Intellectual Property. 
Vendor shall defend, indemnify and hold Nextel and its parent,
subsidiaries, and affiliates, and each of their respective officers,
shareholders, directors, and employees harmless from and against any claims and
shall pay all losses, damages, liabilities, claims and actions, and all related
expenses (including reasonable attorneys’ fees and expenses) based upon any
allegations that would evidence or constitute a breach of the warranties set
forth in Sections 8.1.6.  In the
event that any Work Product provided by Vendor is alleged or found to be
misappropriated from, or to infringe on the intellectual property rights of, a
third party, Vendor shall, in addition to the foregoing indemnification
obligation, endeavor, at its option and expense, to either: (i) secure a
license to use such portion to enable such Work Product to be utilized in a
manner consistent with the terms of this Agreement, or (ii) replace the
same with other intellectual property assets as are needed to enable Vendor to
continue performing the Services in accordance with the terms of this
Agreement, or (iii) modify the Work Product so that it no longer infringes
or misappropriates the rights of others, while still meeting the requirements
of this Agreement.  Notwithstanding the
foregoing, Vendor’s obligations as set forth in this Section shall not apply to
Developed Work Product provided pursuant to an Additional Statement of Work to
the extent that the misappropriation or infringement allegations arise out of
specifications or requirements for such Developed Work Product provided in
writing to Vendor by Nextel.


 


10.2.     Injury or Damage. 
Each party shall defend, indemnify and hold harmless the other party and
its respective officers, directors, employees and agents from and against any
claims and shall pay all losses, damages, liabilities, claims and actions, and
all related expenses (including reasonable attorneys’ fees and expenses) based
on allegations of bodily injury (including death) or damage to tangible
personal or real property, to the extent that such injury or damage arises from
the negligence of, or breach of this Agreement by, the indemnifying party in
connection with the matters that are the subject of this Agreement.


 


10.3.     Third-Party Services. 
Vendor shall defend, indemnify, and hold harmless Nextel, its officers,
directors, employees and agents, from and against any claims and shall


 


23





















 


pay all losses,
damages, liabilities, claims and actions, and all related expenses (including
reasonable attorneys’ fees and expenses) based on allegations, including
allegations of non-payment, from Vendor’s Subcontractors arising out of or
related to services performed by them hereunder.


 


10.4.     Additional Indemnities. 
Vendor shall indemnify, defend, and hold harmless Nextel, its officers,
directors, employees and agents from and against any claim and any and all
losses, liability, damages, costs, and expenses (including attorney’s fees)
sustained or incurred by Nextel as a result of Vendor’s breach of its
obligations under Section 13.4.


 


10.5.     Procedures.  If any
legal action covered by this Section 10 is commenced against a party (“Indemnified
Party”), prompt written notice thereof shall be given to the other party (“Indemnifying
Party”).  After such notice, if
Indemnifying Party shall acknowledge in writing to Indemnified Party that the
right of indemnification under this Agreement applies with respect to such
claim, then Indemnifying Party shall be entitled, if it so elects, in a written
notice delivered to Indemnified Party not fewer than ten (10) Business Days
prior to the date on which a response to such claim is due, to take control of
the defense and investigation of such claim and to employ and engage attorneys
of its sole choice to handle and defend same, at Indemnifying Party’s
expense.  Indemnified Party shall
cooperate in all reasonable respects with Indemnifying Party and its attorneys in
the investigation, trial, and defense of such claim and any appeal arising
therefrom; provided, however, that Indemnified Party may, at its own expense,
participate, through its attorneys or otherwise, in such investigation, trial,
and defense of such claim and any appeal arising therefrom.  No settlement of a claim that involves a
remedy other than the payment of money by Indemnifying Party shall be entered
into without the consent of Indemnified Party, which consent will not be
unreasonably withheld or delayed.  After
notice by Indemnifying Party of its election to assume full control of the
defense of any such claim, Indemnified Party shall not be liable to
Indemnifying Party for any legal expenses incurred thereafter by Indemnifying
Party in connection with the defense of that claim.  If Indemnifying Party does not assume full
control over the defense of a claim subject to such defense as provided in this
Section, Indemnifying Party may participate in such defense, at its expense,
and the Indemnified Party shall have the right to defend the claim in such
manner as it may deem appropriate, at the expense of Indemnifying Party.


 


11.       TERM
AND TERMINATION


 


11.1.     Term. The term of this Agreement shall commence on the
Effective Date and shall continue until the third (3rd) yearly
anniversary thereof (the “Initial Term”). 
In addition, Nextel may, at its option, elect to renew and continue the
term for up to two (2) additional periods of one (1) year each (each, a “Renewal
Term”), provided that the Customer call traffic volume provided to Vendor
during the last month of the Initial Term and the first (1st)
Renewal Term, as applicable, is at least
[ . . . * * * . . . ]  Nextel may exercise its option to renew by
giving written notice of


 










***Certain information in
this exhibit has been omitted and filed separately with the commission.


Confidential treatment
has been requested with respect to the omitted portions.


 


24





















 


renewal to Vendor
at least
[ . . . * * * . . . ] days
prior to expiration of the Initial Term or a Renewal Term.  The term of this Agreement (the “Term”) shall
include the Initial Term, any Renewal Terms and the full period of any
transition as provided in Section 11.5.3.


 


11.2.     Termination by Nextel.


 


11.2.1.         Generally.  Nextel may
terminate this Agreement, without Exit Fee, and in whole or in part, by written
notice (a “Termination Notice”) to Vendor, as provided in Section 11.4,
upon the occurrence of any of the following events (any such termination, a “Nextel
Termination for Cause”):


 


(a)           (i) Vendor
becomes insolvent or subject to any proceeding under the federal bankruptcy
laws or other similar laws for the protection of creditors and such proceeding
shall not have been dismissed prior to the Termination Date; (ii) Vendor
makes an assignment for the benefit of creditors or issues equity securities in
full or partial satisfaction of any indebtedness of Vendor the terms of which
did not originally provide for such satisfaction; (iii) Vendor admits in writing
that it is unable to pay its debts as the come due; (iv) Vendor fails to
make a payment or receives a waiver of a covenant under its credit facility
with any Vendor affiliate, its bank facility or its senior unsecured notes or
any successor debt instrument to these instruments; or (v) a warning is
issued by Vendor’s auditor that it doubts Vendor’s ability to continue as a
going concern;


 


(b)           Vendor
materially breaches any term, provision, representation or warranty of this
Agreement and such breach or default is not cured to Nextel’s reasonable
satisfaction within the cure period provided for in Section 11.4;


 


(c)           Vendor
commits a Designated Default;


 


(d)           Vendor
breaches any provision of Section 13.4;


 


(e)           Vendor’s
performance hereunder is delayed by a Force Majeure for more than ten (10)
Business Days;


 


(f)            Any
Change in Control of Vendor became effective within one hundred eighty (180)
calendar days prior to the Termination Notice.


 


11.2.2.         For Convenience. 
Nextel may also terminate this Agreement in whole or in part, by a
Termination Notice to Vendor, as provided in Section 11.4, for its
convenience (any such termination that is not a Nextel Termination For Cause, a
“Nextel Termination for Convenience”). 
In the event Nextel terminates the Agreement pursuant to this
Section 11.2.2, and Vendor has


 










***Certain information in
this exhibit has been omitted and filed separately with the commission.


Confidential treatment
has been requested with respect to the omitted portions.


 


25





















 


performed its obligations, Nextel shall pay to Vendor an Exit Fee as
provided in Section 6.2.2.


 


11.3.     Termination by Vendor.


 


11.3.1.         Vendor
may terminate this Agreement, if (i) Nextel has failed to make a material
amount of any payment due under Section 6; (ii) such payment is not
subject to a good faith dispute; (iii) no earlier than thirty (30)
calendar days after the payment’s due date Vendor gives written notice of its
intent to terminate; and (iv) no less than sixty (60) additional calendar
days pass after the giving of such notice, such payment not having been made.


 


11.4.     Termination Notice. 
Any Termination Notice shall be given in writing and shall specify a
date for the effectiveness of termination (the “Termination Date”) which shall
be no sooner than
[ . . . * * * . . . ].  Any termination shall be effective at the end
of the calendar day (12:00 midnight EST) specified as the Termination Date
unless the cure is completed prior to the Termination Date, or the Termination
Notice is rescinded by additional written notice.


 


11.5.     Effects of Termination.


 


11.5.1.         Remedies.  Subject to
the provisions of Section 9, in the event of a Termination for Cause, the
breaching party shall be liable to the other party for any direct damages
resulting from the occurrence giving rise to termination.  Termination shall not constitute a party’s
exclusive remedy for any default including for any Designated Default, and
neither party shall be deemed to have waived any of its rights accruing
hereunder prior to such default.  If
either party terminates this Agreement as a result of a claimed default by the
other party and such other party does not agree that a default was committed,
then such other party shall have the right to avail itself of all defenses and
remedies available to it at law, in equity, by statute, or otherwise.


 


11.5.2.         Exit Fees.  In the
case of a Nextel Termination for Convenience pursuant to Section 11.2.2,
Nextel shall pay any properly invoiced Exit Fee as provided in Section 6.2.2.


 


11.5.3.         Transition.  In the
event of any termination, Vendor shall effect a Disentanglement pursuant to
Section 12.


 


11.5.4.         Survival. 
Notwithstanding the occurrence of a Termination Date, this agreement
shall continue through completion of the Disentanglement described in
Section 12.  In addition, the
obligations and rights of the parties pursuant to Sections 0, 7, 8, 9, 10, 11,
12, 13 and 14 and Nextel’s payment obligations for Services applicable to
periods prior to completion of Disentanglement, and any provisions which
expressly provide for continuation beyond the Term shall continue and survive
the termination or expiration of this Agreement.


 










***Certain information in
this exhibit has been omitted and filed separately with the commission.


Confidential treatment has
been requested with respect to the omitted portions.


 


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12.       DISENTANGLEMENT


 


12.1.     Term of Disentanglement. 
The Disentanglement process shall begin on the earlier of the following
dates (as applicable, the “Disentanglement Commencement Date”):  (a) sixty (60) calendar days prior to the end
of the Initial or any Renewal Term that Nextel has not elected to extend
pursuant to Section 11.1; (b) the date a Termination Notice is delivered
pursuant to Sections 11.3 or 11.4; or (c) the date a notice of
Customer call traffic volume transition is delivered pursuant to
Section 2.2.2.  Vendor shall provide
Disentanglement until it has completed the obligations of this
Section 12.  Vendor’s obligation to
continue to provide the Services shall continue until the earlier of
(i) completion of a transition to a new service provider as provided in
this Section 12, or (ii) six (6) months after any Transition Date.


 


12.2.     Disentanglement Plan. 
The parties, and, if Nextel elects to engage one, the third-party
service provider designated by Nextel as the party to whom responsibility for
the Services shall be transitioned, shall confer and negotiate in good faith to
reach mutual agreement on and execute, within thirty (30) calendar days after
the Disentanglement Commencement Date, a reasonably detailed Disentanglement
Transition Plan (“Disentanglement Transition Plan”).


 


12.3.     Fees.  All Services
performed by Vendor during the transition shall be performed by Vendor at no
additional cost to Nextel beyond what Nextel would pay for the Services absent
the termination.


 


12.4.     Transition.  Subject to the performance by Nextel and any
subsequent provider of services similar to the Services of all actions
reasonably expected of each party in connection with the transition, Vendor
shall cooperate fully with Nextel and third parties and shall take all actions
reasonably requested by Nextel or necessary to accomplish, by no later than six
(6) months after the Transition Date, a smooth, complete transition of
responsibility for the Services being terminated or call volume being
transitioned from Vendor to Nextel, or to any replacement provider designated
by Nextel (a “Disentanglement”), with no material interruption of or adverse
impact on Nextel or its Customers in any way, including on the Services.  In the event Nextel elects to terminate any
Service or transition a certain volume of Customer call traffic being serviced
by Vendor (but not all Services or all call volume in the aggregate) pursuant
to the terms hereof, Vendor shall perform its Disentanglement obligations
hereunder to the extent applicable to the Service, Services or volume of
Customer call traffic being terminated.


 


In the event that volume of an amount greater than
[ . . . * * * . . . ] of any
Call Center’s then current volume is transitioned back to Vendor with
[ . . . * * * . . . ]


 


12.5.     Delivery of Nextel Data.  Vendor shall provide to Nextel all Nextel Data
and documentation reasonably requested by Nextel in connection with the
transition that is sufficient to enable Nextel, or another reasonably competent
service provider, to


 










***Certain information in
this exhibit has been omitted and filed separately with the commission.


Confidential treatment
has been requested with respect to the omitted portions.


 


27





















 


fully assume the
provision of any terminated Services. 
Vendor shall destroy all copies of Nextel Data not turned over to Nextel
and Nextel shall destroy all copies of Vendor data, if any exists in Nextel’s
possession or control, upon termination.


 


13.       COMPLIANCE
MATTERS


 


13.1.     Nextel Corporate Policies. 
Vendor shall, and shall cause its Subcontractors and employees to, abide
by the following:


 


13.1.1.         Ethical Business Practices. 
This Agreement is subject to and governed by the Nextel Communications,
Inc. Code of Corporate Conduct as such may be amended from time to time and as
provided to Vendor.


 


13.1.2.         Security. All Vendor personnel (including personnel of any
Subcontractors) shall be subject to and shall at all times conform to Nextel’s
security rules and requirements for the protection of Nextel’s plant,
materials, equipment and personnel while on Nextel premises.  Any violations or disregard of these rules
shall be cause for denial of access to Nextel’s property.


 


13.1.3.         Computer Information and Access.  Vendor will comply with all rules of Nextel
concerning access to Nextel’s computers and use of computer data and software,
including those set forth on Schedule 13.1.3 and any others communicated
by Nextel to Vendor.  Prior to performing
any Services pursuant to this Agreement, Vendor’s personnel shall execute
Nextel’s standard forms concerning access protection and data/software
security.  Nextel shall issue to Vendor
personnel access mechanisms including, but not limited to, access Ids,
passwords, and access cards that are to be used only by the Vendor personnel to
whom they are issued.  Nextel’s computer
data and software shall be used by Vendor personnel only in connection with
Vendor’s obligations hereunder.  Failure
of Vendor to comply with these rules may result in Nextel restricting offending
personnel from access to Nextel computer systems or immediate termination of
this Agreement.


 


13.1.4.         Other Policies. 
Vendor agrees that as part of its provision of Services hereunder, it
shall ensure that its personnel are trained, qualified, and available to
perform all Services required in work areas requiring specific health, security,
or safety precautions.  Vendor shall, and
shall cause its Subcontractors and employees to, abide by all pertinent Nextel
corporate policies that may be established by Nextel from time to time and
provided to Vendor.


 


13.2.     Legal Compliance.


 


13.2.1.         Vendor
shall at all times perform its obligations hereunder in compliance in all
material respects with all applicable foreign, domestic, state, and local laws
and regulations of all applicable foreign and domestic jurisdictions,


 


28





















 


and in such a manner as not to cause Nextel to be in material violation
of any applicable laws or regulations including any applicable requirements of
any foreign, domestic, state, or local authority regulating health, safety,
employment, the environment, security, exportation, or telecommunications.


 


13.2.2.         Nextel
is both an equal opportunity employer and a federal contractor.  Therefore, Vendor shall, to the extent
applicable, comply with Executive Order 11246, the Vietnam Era Veterans
Readjustment Assistance Act of 1974 and the Vocational Rehabilitation Act of
1973.  Such Executive Order and such laws
are expressly included in the reference to “applicable laws” in the first
sentence of this Section.


 


13.2.3.         In
addition, except for approvals, permissions, permits and/or licenses required
by foreign or domestic statute, ordinance, regulation or other law to be
obtained by Nextel or its Customers, including those required, if any, to
permit Nextel to enter into this Agreement, Vendor agrees to obtain and
maintain, at its own expense, all approvals, permissions, permits, licenses,
and other forms of documentation required by Vendor in order to comply with all
existing foreign or domestic statutes, ordinances, regulations, or other laws,
which may be applicable to Vendor’s performance of Services hereunder.  Nextel reserves the right to reasonably
request and review all such applications, permits, and licenses prior to the
commencement of any Services hereunder.


 


13.3.     Diversity in Subcontracting.


 


13.3.1.         Nextel
is committed to equal employment and vendor diversity. As part of this
commitment, it is the policy of Nextel that small business concerns,
veteran-owned small business concerns, HUBZone small business concerns,
women-owned small business concerns, small disadvantaged business concerns
(including 8(a) business concerns) and historically black colleges and
universities and minority institutions shall have the maximum practicable
opportunity to participate in performance of contracting between Nextel and its
vendors.  Vendor agrees to carry out this
policy in the award of subcontracts (to the extent permitted hereunder) to the
fullest extent consistent with efficient contract performance.


 


13.3.2.         To
the extent that Vendor utilizes subcontractors to provide services under this
Agreement, Vendor agrees to use its commercial best efforts to establish and
conduct a program which will enable small business concerns, veteran-owned
small business concerns, HUBZone small business concerns, women-owned small
business concerns, historically black colleges and universities and minority
institutions and small disadvantaged business concerns (including 8(a) business
concerns) to be considered fairly as subcontractors and vendors under Vendor’s
contracts


 


29





















 


with Nextel.  In order to
establish and conduct such a program, Vendor shall use its best efforts to:


 


(a)           Assist
small business, veteran-owned small business, HUBZone small business,
women-owned small business, historically black colleges and universities and
minority institutions and small disadvantaged business concerns (including 8(a)
business concerns) by arranging contracting opportunities, quantities,
specifications and delivery schedules so as to facilitate the participation by
such business concerns.


 


(b)           Provide
adequate and timely consideration of the potentialities of small business,
veteran-owned small business, HUBZone small business, women-owned small
business, historically black colleges and universities and minority
institutions and small disadvantaged business concerns (including 8(a) business
concerns) in all “make-or-buy” decisions.


 


(c)           Designate
a liaison manager who shall be responsible for interfacing with and
administering subcontracting opportunities for small business, veteran-owned
small business, HUBZone small business, women-owned small business,
historically black colleges and universities and minority institutions and
small disadvantaged business concerns (including 8(a) business concerns).


 


(d)           Counsel
and discuss subcontracting opportunities with representatives of small
business, veteran-owned small business, HUBZone small business, women-owned
small business, historically black colleges and universities and minority
institutions and small disadvantaged business concerns (including 8(a) business
concerns).


 


(e)           Maintain
records showing (i) procedures adopted by Vendor to comply with the policy and
procedures set forth in this Agreement, including the establishment of a source
list of small business, veteran-owned small business, HUBZone small business,
women-owned small business, historically black colleges and universities and
minority Institutions and small disadvantaged business concerns (including 8(a)
business concerns); (ii) awards to small business, veteran-owned small
business, HUBZone small business, women-owned small business, historically
black colleges and universities and minority institutions and small
disadvantaged business concerns (including 8(a) business concerns) on the
source list; and (iii) specific efforts to identify and award contracts to
small business, veteran-owned small business, HUBZone small business,
women-owned small business, historically black colleges


 


30





















 


and universities and minority institutions and small disadvantaged
business concerns (including 8(a) business concerns).


 


(f)            Cooperate
with Nextel representatives in any studies and surveys of Vendor’s small
business, veteran-owned small business, HUBZone small business, women-owned
small business, historically black colleges and universities and minority
institutions and small disadvantaged business concerns (including 8(a) business
concerns) procedures and practices that Nextel may conduct periodically.


 


13.3.3.         To
the extent that Vendor uses subcontractors, Vendor will use its commercial best
efforts to spend ten percent (10%) of the total value of the contract with
small business, veteran-owned small business, HUBZone small business,
women-owned, historically black colleges and universities and minority
institutions and small disadvantaged business concerns (including 8(a) business
concerns).  Vendor shall report those
goals to Nextel on an annual basis.


 


13.3.4.         To
the extent that Vendor uses subcontractors to provide services to Nextel,
within thirty (30) calendar days of the Effective Date, Vendor shall provide
Nextel with a strategic plan outlining their methodology regarding the use of
diverse vendors.  If Vendor does not subcontract,
Vendor shall provide Nextel with a strategic plan outlining Vendor’s
methodology for Vendor’s overall corporate supplier diversity program.  The plan should include implementation of
that Vendor diversity strategy. Vendor shall prepare and submit reports
detailing Vendor’s actual performance of the policy and procedures of this
Agreement within fifteen (15) calendar days of the end of each quarter.  Such reports shall include the total amount
of payments expressed in dollars made by Nextel to Vendor for products and
services under this Agreement as well as the total amount expressed in dollars
of subcontracts between Vendor and any small business, veteran-owned small
business, HUBZone small business, women-owned small business, historically
black colleges and universities and minority institutions and small
disadvantaged business concerns (including 8(a) business concerns) during that
quarter.  If Vendor does not subcontract,
Vendor shall provide Nextel with overall corporate supplier diversity spend
numbers.  Vendor shall submit such reports
in a form prescribed by Nextel.


 


13.3.5.         Vendor’s
failure to comply in good faith with the policy or procedures of Section 13.3.4
of this Agreement, including Vendor’s failure to provide quarterly reports or
to cooperate in any investigation conducted by Nextel of the performance of the
procedures set forth in this Agreement, shall be deemed to be a breach of this
Agreement by Vendor and any other contract between Nextel and Vendor.


 


31





















 


13.3.6.         The
terms “small business concerns, veteran-owned small business concerns, HUBZone
small business concerns, women-owned small business concerns and small
disadvantaged business concerns (including 8(a) business concerns)” shall be
defined according to the definitions set forth in Federal Acquisition
Regulation Part 19 and 13 C.F.R. Part 121. “Historically black colleges and
universities,” as used in this clause, means institutions determined by the
Secretary of Education to meet the requirements of 34 C.F.R. Section 608.2. The
term also means any nonprofit research institution that was an integral part of
such a college or university before November 14, 1986. “Minority institutions,”
as used in this clause, means institutions meeting the requirements of Section
1046(3) of the Higher Education Act of 1965 (20 U.S.C. §1135d-5(3)). The term
also includes Hispanic-serving institutions as defined in Section 316(b)(1) of
such Act (20 U.S.C. §1059c(b)(1)).


 


13.4.     Customer Data.


 


13.4.1.         Ownership and use of Customer Data.  All Customer Data is and shall remain the
exclusive property of Nextel.  Vendor
shall secure, access, use, collect, maintain, and disclose or share Customer
Data only in strict accordance with the terms of this Agreement and only to the
extent strictly necessary to perform its obligations under this Agreement, or
as otherwise required by law.  Vendor may
not otherwise modify the Customer Data, merge it with other data, commercially
exploit it, disclose it or do any other thing that may in any manner adversely
affect the integrity, security or confidentiality of such data, other than as
expressly specified herein or as directed by Nextel in writing.  Nextel makes no representation or warranty as
to the accuracy or completeness of the Customer Data.  For the purpose of this Section 13.4, the
acts or omissions of Vendor’s employees, affiliates, agents, representatives,
contractors, subcontractors, and their employees shall also be deemed the acts
or omissions of Vendor.


 


13.4.2.         Privacy Laws.  Vendor
agrees that it will at all times comply with all applicable laws that govern
(1) the security, collection, access, use and disclosure of Customer Data (2)
direct-marketing of any form; and (3) directory assistance (collectively, the “Privacy
Laws”).  These laws include without
limitation the Federal Communications Commission’s Customer Proprietary Network
Information rules and regulations implementing 47 U.S.C. § 222 (the “CPNI Law”);
Federal Trade Commission’s Telephone Sales Rule; the Federal Telephone Consumer
Protection Act (47 U.S.C. § 227) and its implementing regulations; and Section
2891.1 of the California Public Utility Commission Code.


 


13.4.3.         Safeguards. 
Vendor is fully responsible for its unauthorized collection, disclosure
and use of, and access to, Customer Data. 
Accordingly, Vendor shall employ administrative, physical, and technical
safeguards that


 


32





















 


prevent such unauthorized collection, access, disclosure, and use (“Safeguards”),
including, without limitation, the Safeguards described hereunder.  Without limiting the foregoing, Vendor shall
at a minimum (1) employ the highest standards of best industry practice to
Safeguard Customer Data, whether “at rest” or in transport, (2) encrypt all
Customer Data at rest or in transport, (3) ensure that only its employees and
subcontractors may access Customer Data, and only: (a) to
the extent necessary to enable Vendor to perform its obligations under this
Agreement; and (b) if they are bound in writing by confidentiality, privacy,
and security obligations that are no less stringent than those contained in
this Section 13.4 of the Agreement (“Authorized Employees”).  During the term of each Authorized Employee’s
employment by Vendor, Vendor shall at all times ensure that such Authorized
Employee strictly abides by his/her obligations hereunder.  And after such Authorized Employee leaves
his/her employment for any reason, Vendor shall use at least the same level of
effort to enforce such obligations as Vendor uses to enforce obligations that
relate to its own similarly confidential information, provided that Vendor
shall not use less than reasonable efforts in such enforcement.


 


13.4.4.         Location of Vendor Operations:  Vendor shall ensure that all aspects of its
Service that concern Customer Data (including without limitation collecting,
storing, accessing, using, Safeguarding, transporting, and disclosing Customer
Data) shall occur in the United States.


 


13.4.5.         Disclosure of Customer Data. 
Notwithstanding anything to the contrary in this Agreement, except in
response to a valid court order or otherwise to the extent legally required in
response to a request from a law enforcement agency, in no event shall Vendor
disclose any Customer Data to any third party. 
In the event Vendor is legally required to disclose any Customer Data
pursuant a valid governmental or law enforcement request, it will promptly
notify Nextel to permit Nextel to seek a protective order or to take other
appropriate action to prevent or limit such disclosure.  Vendor agrees to cooperate with Nextel’s
efforts to obtain a protective order or other reasonable assurance that
confidential treatment will be afforded the Customer Data in question.  If, in the written opinion of its counsel
addressed to Nextel, Vendor is compelled as a matter of law to disclose the
Customer Data in the absence of a protective order, it shall disclose to the
party compelling the disclosure only the part of the Customer Data that is
required by law to be disclosed, and Vendor shall use its best efforts to
obtain confidential treatment therefor. 
Vendor further agrees that, prior to any such disclosure, it shall
advise and consult with Nextel and its counsel as to such disclosure and the nature
and wording of its disclosure.


 


13.4.6.         Customer Touch. 
Notwithstanding any other provision in this Agreement and except as
specifically authorized by Section 3.10 and/or


 


33





















 


the DAS Statement of Work, Vendor shall not knowingly contact any
Nextel Customer in any manner, without Nextel’s prior written consent.  Vendor shall not directly target or directly
market to Nextel Customers, individually or as a class, in connection with any
directory assistance products or services that are competitive to the Services
provided hereunder.


 


13.4.7.         Return of Customer Data. 
Vendor shall return, or at Nextel’s election, destroy (and certify in
writing such destruction) all Customer Data upon the termination or expiration
of this Agreement for any reason, or earlier if requested to do so in writing
by Nextel.


 


13.4.8.         Cooperation and Inspection. 
Vendor shall establish a disciplinary process to address any
unauthorized access, use or disclosure of Customer Data by any of Vendor’s
employees or Subcontractors.  Vendor
shall immediately notify Nextel of any breaches of security that may result in
the unauthorized access, use or disclosure of Customer Data.  Vendor shall make all reasonable efforts to
assist Nextel in relation to the investigation and remedy of any such breach of
security and any claim, allegation, action, suit, proceeding or litigation with
respect to the unauthorized access, use or disclosure of Customer Data.


 


13.4.9.         Injunctive Relief. 
Vendor acknowledges and agrees that a breach of any obligation set forth
in this Section 13.4 by the Vendor may result in irreparable harm for which
monetary damages may not provide a sufficient remedy and, as a result, Nextel
shall be entitled to both monetary damages and equitable relief.


 


13.4.10.       Confidentiality.  The obligations set forth in this Section
13.4 supplement the provisions of Section 7, and this Section 13.4 shall govern
to the extent there is any conflict between it and Section 7.


 


13.4.11.       Miscellaneous.  The
obligations set forth in this Section 13.4 shall survive the termination or
expiration of this Agreement for any reason.


 


14.       MISCELLANEOUS


 


14.1.     Amendments.  Except as
otherwise expressly provided herein, this Agreement may not be modified,
amended, or in any way altered except by a written agreement executed by
authorized signatories of the parties hereto.


 


14.2.     Assignment.  Neither
party shall assign this Agreement nor delegate any of its duties, in whole or
in part, without the prior written consent of the other party, which consent
shall not be unreasonably withheld; provided, however, that Nextel shall be
entitled to assign this Agreement at any time without the prior consent of
Vendor to: (i) any of its Affiliates; or (ii) any successor in
interest who receives the Services in connection with any merger, acquisition,
divestiture or sale of assets.  An
assignee of either party authorized hereunder shall be bound by the terms of
this


 


34





















 


Agreement and
shall have all of the rights and obligations of the assigning party set forth
in this Agreement.  If any assignee shall
fail to agree to be bound by all of the terms and obligations of this Agreement
or if any assignment is made in breach of the terms of this Agreement, then
such assignment shall be null and void and of no force or effect.


 


14.3.     Contract Interpretation.


 


14.3.1.         Captions; Section Numbers. 
Section numbers and captions are provided for convenience of reference
and do not constitute a part of this Agreement. 
Any references to a particular Section of this Agreement shall be deemed
to include reference to any and all subsections thereof.


 


14.3.2.         Inclusive References. 
As used herein, the term “including,” the phrase “including but not
limited to” and the phrase “including without limitation” shall all be
interpreted as meaning “including but not limited to.”


 


14.3.3.         Neither Party Deemed Drafter.  Despite the possibility that one party or its
representatives may have prepared the initial draft of this Agreement or any
provision thereof or played a greater role in the preparation of subsequent
drafts, the parties agree that neither of them shall be deemed the drafter of
this Agreement and that, in construing this Agreement, no provision hereof
shall be construed in favor of one party on the ground that such provision was
drafted by the other.


 


14.4.     Counterparts.  This
Agreement may be executed in multiple counterparts, each of which shall be
deemed an original and all of which together shall be deemed the same
agreement.


 


14.5.     Entire Agreement; Order of Precedence.  This Agreement, together with all Schedules
and all documents expressly referred to herein, constitutes the complete and
exclusive statement of the agreement of the parties with respect to the subject
matter hereof and supersedes all prior proposals, understandings, and
agreements, whether oral or written, between the parties with respect to the
subject matter hereof.  In case of
conflict the order of precedence of the documents constituting this Agreement
is as follows, each listed document superseding in the event of any conflicting
provision in a later listed document: 
(1) Agreement text (Introduction through Section 14, excluding
Schedules, but including Exhibit A); (2) the Schedules; and (3) any other
document.  In the event Vendor submits
work orders, change orders, invoices or other similar documents for accounting
or administrative purposes or otherwise, no pre-printed or similar terms and
conditions contained in any such form shall be deemed to supersede any of the
terms and conditions herein without express approval (making specific reference
to this Section 14.5) by Nextel. 
Neither shall any pre-printed or similar terms and conditions contained
in any purchase order issued by Nextel hereunder be deemed to supersede any of
the terms and conditions herein.


 


35





















 


14.6.     Expenses.  Each party
shall be responsible for, and shall pay, all expenses paid or incurred by it in
connection with the planning, negotiation, and consummation of this Agreement.


 


14.7.     Force Majeure. Neither party shall be liable for any failure
or delay in performing its obligations under this Agreement due to causes
beyond its control (each, a “Force Majeure”), including, but not limited to,
acts of God, the public enemy, riots, fires, natural catastrophes or epidemics
except that “Force Majeure” expressly excludes the following: any event that
Vendor or Nextel, as applicable, could reasonably have prevented by testing,
work-around, or other exercise of diligence, including, but not limited to, any
failure to provide Services in accordance with the provisions of this Agreement
as a result of any power failure that could have been prevented by access to
redundant power supplies; any strike, walkout, or other labor shortage; any
failure of any software, system, facilities, or hardware that could have been
prevented by testing, and any cause or event caused by the negligence of a
party or a breach or default by a party under this Agreement.  In the event of such a Force Majeure, the
date of delivery or performance hereunder shall be extended for a period not to
exceed the time lost by reason of the failure or delay; provided that the party
affected by the Force Majeure is using commercially reasonable efforts to
mitigate or eliminate the cause of such delay or its effects and, if events in
the nature of the Force Majeure event were foreseeable, used commercially
reasonable efforts prior to its occurrence to anticipate and avoid its
occurrence or effect.  Each party shall
notify the other in writing promptly of any failure or delay in, and the effect
on, its performance.


 


14.8.     Governing Law; Jurisdiction and Venue.  This Agreement shall be governed by and
interpreted in accordance with the internal substantive laws of the
Commonwealth of Virginia.  The parties
agree that all actions and proceedings arising out of or related to this
Agreement shall be brought only in a state or federal court located in the
Commonwealth of Virginia, and the parties hereby consent to such venue and to
the jurisdiction of such courts over the subject matter of such proceeding and
themselves.


 


14.9.     Independent Contractor.  Vendor is an independent contractor; nothing
in this Agreement shall be construed to create a partnership, joint venture, or
agency relationship between the parties. 
Each party will be solely responsible for payment of all compensation
owed to its employees and agents, as well as employment related taxes.  Subject only to the terms of this Agreement,
Vendor shall have complete control of its agents and employees engaged in the
Services.  Vendor shall ensure that
neither it nor its agents or employees shall act or hold themselves out as
agents or employees of Nextel.  Vendor
shall (or shall cause its subcontractors to) (i) maintain all necessary
personnel and payroll records for its employees, (ii) calculate and pay their
wages and withhold all required taxes and other government-mandated charges, if
any, (iii) remit such taxes, employer contributions, and other levies or
charges to the appropriate government entity, including, but not limited to,
withholding taxes, employment insurance, workers’


 


36





















 


compensation
assessments, employer health tax, vacation pay, and cost on vacation pay, and
(iv) pay net wages and fringe benefits in accordance with applicable law
directly to its employees


 


14.10.   Insurance.


 


14.10.1.       General Requirements. 
Without limiting Vendor’s undertaking to defend, hold harmless, and
indemnify Nextel indemnities as provided herein, Vendor shall purchase and
maintain insurance to protect Vendor from claims of the type set forth below
that arise out of or result from Vendor’s operations, services, and/or
performance under this Agreement and for which Vendor may be liable, whether
such operations, services, and/or performance are provided by Vendor or by any
of Vendor’s agents, consultants, vendors, or subcontractors or by anyone
directly employed by any of them, or by anyone for whose acts Vendor may be
liable.


 


14.10.2.       Coverages.  The
insurance required hereunder shall be written for not less than the limits of
coverage specified herein, or as required by law in any jurisdiction with
authority over Vendor’s operations, services, and/or performance, whichever is
greater.  Coverage shall be written on an
occurrence basis, except for Professional Liability Insurance.


 


(a)           Worker’s
Compensation and Employers Liability insurance affording compensation benefits
for all employees in an amount sufficient by virtue of the laws of the state or
jurisdiction in which the work or any portion of the work is performed and
employers’ liability insurance with limits of
[ . . . * * * . . . ] for
each accident or disease.


 


(b)           Commercial
General Liability Insurance with a combined single limit of
[ . . . * * * . . . ] per
occurrence for personal injury, bodily injury (including wrongful death), and
property damage liability inclusive of coverage for all premises and operations,
broad form property damage, independent contractors, contractual liability for
this Agreement and product/completed operations coverage.


 


(c)           Errors and
Omissions Insurance shall be maintained with limits of
[ . . . * * * . . . ]


 


(d)           Automobile
Liability Insurance with combined single limit of [ . . . * * * . . . ]
per occurrence for injuries, including accidental death and property damage.


 


(e)           Umbrella
or Excess Liability Insurance with limits not less than
[ . . . * * * . . . ] per
occurrence, which shall provide additional limits for employers’ liability,
general liability and automobile liability insurance.


 










***Certain information in
this exhibit has been omitted and filed separately with the commission.


Confidential treatment
has been requested with respect to the omitted portions.


 


37





















 


14.10.3.       Certain Specific Requirements.  Vendor shall comply with the following terms
for all insurance coverage required by this Section.


 


(a)           Vendor
shall provide insurance coverage by insurance companies having policy holder
ratings no lower than “A-” and financial ratings not lower than “XII” in the
Best’s Insurance Guide, latest edition in effect as of the Effective Date.  Such insurance shall be written with insurers
of good standing and licensed to do business in the locations where the
Services are to be performed.


 


(b)           Vendor
shall verify that all of Vendor’s agents, consultants, vendors, contractors are
insured against claims arising out of or relating to their performance related
to this Agreement.


 


(c)           The
Policies described in clauses (b), (c), and (d), of Section 14.10.2 shall name
Nextel, its subsidiaries and Affiliates, directors, officers, and employees as
additional insureds on a primary basis arising out of or in any way connected
with Vendor’s performance of this Agreement.


 


(d)           Vendor
hereby waives and shall cause Vendor’s insurers to waive their rights of
subrogation against Nextel and all its subsidiaries and Affiliates, directors,
officers, and employees under policies described in Section 14.10.2 (a), (b),
(c), and (d).


 


(e)           The
insurance policies listed above shall be subject to the laws of the country or
state in which the Services are being performed.  In the case of Services performed outside the
United States and when required by law, the insurance must be placed with a
company admitted to do business in that country.


 


(f)            The
foregoing insurance coverages shall be primary to and non-contributory with
respect to any other insurance or self-insurance that may be maintained by
Nextel and its subsidiaries and affiliates and shall contain a cross-liability
or severability-of-interest clause where applicable.  The fact that Vendor has obtained the
insurance required in this Section 14.10 shall in no manner lessen nor affect
Vendor’s other obligations or liabilities set forth in this Agreement.  Vendor shall supply certificates of insurance
demonstrating that all of the insurance required above is in force, that the
carrier shall endeavor to provide not less than thirty (30) calendar days’
written notice shall be given to Nextel prior to any cancellation or
restrictive modification of the policies, and that the waivers of subrogation
are in force.  At the request of Nextel
or any of its subsidiaries or affiliates, Vendor shall provide a certified copy
of each insurance policy required under this Agreement, provided that Nextel
has been named as an additional insured on such policy


 


38





















 


and there has been an occurrence for which such policy provides coverage.


 


(g)           Any
self-insurance, self-retained layer, deductibles, and exclusions in coverage in
the policies required under Section 14.10.2(b) and 14.10.2(c) shall be assumed
by, for the account of, and at the sole risk of, Vendor.  In no event shall Vendor’s liability be
limited to the extent of the minimum limits of insurance required above.


 


14.10.4.       All Risk Coverage. 
Vendor shall, at Vendor’s expense, carry and maintain at all times, and
for as long as any item of Vendor’s property is in transit, or in the care,
custody, or control of Nextel, a policy or policies covering loss, or
destruction of, or damage to any item of Vendor’s property in the amount of the
full replacement value thereof providing protection against all perils normally
covered in an “all risk” physical damage insurance policy.  Vendor shall cause its “all risk” physical
damage insurers to waive all rights of subrogation against Nextel, its
Affiliates, and their respective directors, officers, agents, and employees for
any loss, or destruction of, or damage to any item of Vendor’s property, which
is covered by insurance pursuant to this Section 14.10.


 


14.10.5.       Certificate of Insurance. 
Vendor shall, prior to providing any Services hereunder, provide Nextel
with a certificate of insurance evidencing the above insurance coverages and
listing Nextel as an additional insured on Vendor’s General Liability Insurance
policy.  Such certificate shall also
stipulate that Vendor or its insurer shall endeavor to provide Nextel with
thirty (30) days prior written notice of any cancellation or material
modification in Vendor’s insurance coverages listed above.


 


14.11.   Notices.  Any notice
or other document or communication required or permitted hereunder to the
parties hereto will be deemed to have been duly given only if in writing and
delivered by any of the following methods: 
(i) certified U.S. mail, return receipt requested, postage prepaid,
to the address of the receiving party as set forth below or such other address
as such party may dictate according to the notice provisions hereof;
(ii) hand delivery to the person specified below or any other person so
designated according to the notice provisions hereof; or (iii) facsimile
directed to the person specified below at the facsimile number listed below, or
such other person or facsimile number so designated according to the notice
provisions hereof; with a copy of all such notices delivered to counsel
specified below or as such party may dictate in accordance with the notice
provisions hereof.  Notices shall be
deemed delivered when received by the party being notified.


 


39





















 


If to Nextel, all notices
shall be addressed and delivered to:


 


Nextel Operations, Inc.


c/o Nextel
Communications, Inc.


2001 Edmund Halley Drive


Reston, Virginia 20191


Attention :
[ . . . * * * . . . ]


 


With a copy to:


 


Nextel Operations, Inc.


c/o Nextel
Communications, Inc.


2001 Edmund Halley Drive


Reston, Virginia 20191


Attention :
[ . . . * * * . . . ]


 


If to Vendor, all notices
shall be addressed and delivered to:


 


Metro One Telecommunications


11200 Murray Scholls
Place


Beaverton, Oregon 97007


Attention: [ . . . * * * . . . ]


Telephone:
[ . . . * * * . . . ]


Facsimile:
[ . . . * * * . . . ]


 


14.12.   Publicity.  Without
Nextel’s express written consent, which consent shall be given only in Nextel’s
sole discretion, Vendor shall not use: 
(i) Nextel’s name or the name of any Affiliate of Nextel, or any
divisions or business units of any of them; (ii) the name of any officer,
director, employee, or independent contractor of Nextel or its Affiliates;
(iii) the name of any product or service of any of Nextel or its
Affiliates; or (iv) the name of any Customer of Nextel, in connection with
any marketing, advertising, or other publicity or business proposal.  Notwithstanding the foregoing, neither Party
shall issue a news release, public announcement, advertisement, or other form
of publicity concerning the existence of the Agreement or the Services to be
provided hereunder without obtaining the prior written approval of the other
Party except as may be required by applicable law or regulations, including
Securities and Exchange Commission regulations.


 


14.13.   Record Keeping and Audits.


 


14.13.1.       Financial Audits.


 


(a)           Annual Audits.  Vendor,
at its sole expense, shall conduct a self audit, on not less than an annual
basis, of the accuracy of invoices submitted to Nextel and of Vendor’s
Subcontractors’ invoices for


 










***Certain information in
this exhibit has been omitted and filed separately with the commission.


Confidential treatment
has been requested with respect to the omitted portions.


 


40





















 


licenses and services provided to Nextel or Vendor, pursuant to this
Agreement and the respective agreements between Vendor and Vendor’s
Subcontractors.  Vendor shall deliver a
copy of the report of such audit to Nextel within fourteen (14) calendar days
after the end of each audit year.


 


(b)           Optional Nextel Audit. 
Notwithstanding the foregoing, Nextel, at any time and from time to
time, upon reasonable notice of no less than ten (10) Business Days to Vendor
and at Nextel’s sole expense, may also audit or cause to be audited the
relevant portion of the financial records of Vendor and Vendor’s Subcontractors
to verify the accuracy of Vendor’s invoices to Nextel and Vendor’s
Subcontractors’ invoices to Vendor. 
Nextel and its authorized agents and representatives will have access to
inspect and copy such records for purposes of such audit during normal business
hours and at place designated by Vendor; provided, however, that if such audit
discloses that an error of
[ . . . * * * . . . ] or more
regarding invoices during the audited period was made in favor of Vendor or any
Vendor Subcontractor, Vendor shall pay the entire cost of such audit, unless
Vendor disputes the outcome of the audit, in which case such dispute shall be
settled under Section 5.5 hereof.  If
such dispute is resolved in Nextel’s favor, Vendor shall remain responsible to
pay for the audit as set forth in this Section. 
Vendor shall bind each of its relevant Subcontractors in writing, as
part of the agreements between Vendor and the respective Subcontractor, to make
its financial records available for audit and inspection as required by this
Section 14.13.  Any Vendor
confidential material shall not be released to Nextel as a result of any audit.


 


(c)           Adjusting Payment Upon Audit.  To the extent that any audit as provided in
this Section 14.13 discloses an overpayment or underpayment, Vendor or
Nextel, as the case may be, shall promptly refund or pay to the other, as the
case may be, the amount of such overpayment or underpayment.


 


14.13.2.       Recordkeeping Requirements. 
Vendor shall maintain, and shall cause each of its relevant
Subcontractors to maintain, complete and accurate accounting records in a form
in accordance with generally accepted accounting principles and complying in
all respects with all applicable laws, to permit substantiation of the charges
and prices of Vendor and Vendor’s Subcontractors hereunder and to permit
verification of compliance by Vendor with the terms of this Agreement.  Vendor shall retain, and shall cause each of
Vendor’s relevant Subcontractors to retain, such records for a period of five
(5) years from the date to which each such record pertains.  Further, Vendor shall maintain and retain,
and shall


 










***Certain information in
this exhibit has been omitted and filed separately with the commission.


Confidential treatment
has been requested with respect to the omitted portions.


 


41





















 


cause each of its relevant Subcontractors to maintain and retain,
complete and accurate operational records, including but not limited to all
data related to the provision of the Services, and copies of all
Vendor-generated reports hereunder for a period of five (5) years from the date
to which each such record or report pertains.


 


14.13.3.       Operational Audits.


 


(a)           Operational Audit Rights.  Nextel,
or its authorized representatives shall have the right, at any time, upon
reasonable notice of no less than ten (10) Business Days (except that no notice
shall be required with respect to a security audit, including an audit of
Vendor’s safeguarding of Customer Data), to perform an operational audit
limited in scope to Vendor’s performance of the Services, including, but not
limited to, any obligation of Vendor related to security, disaster recovery and
fail-over planning.  The selection of the
authorized representative shall be made by Nextel, subject to Vendor’s
approval, such approval not to be unreasonably withheld.  For purposes of such audit, Vendor shall
grant Nextel or its representatives access appropriate to the scope of the
audit at a location of Vendor’s choosing, during normal business hours and upon
said reasonable notice, to the relevant portion of Vendor’s books, records,
documents, data, or information, as they relate to this Agreement.  Vendor shall provide Nextel, or its
authorized representatives, such information and assistance as reasonably
requested in advance in order to perform such audits; provided, however, that
the parties shall endeavor to arrange such assistance in such a way that it
does not interfere with Vendor’s ongoing business and the performance of Vendor’s
duties and obligations hereunder.  Any
third parties performing this audit shall do so only after Vendor’s consent,
which shall not be unreasonably withheld and only after executing nondisclosure
agreements reasonably satisfactory to Vendor.


 


(b)           Results of Operational Audit.  If any audit pursuant to this
Section 14.13 reveals a material inadequacy or insufficiency of Vendor’s
performance of the Services or any obligation of Vendor related to security,
then Vendor and Nextel shall discuss such findings, including the specific
audit workpapers and report, and in the event that Vendor is unable to
adequately refute such findings, Vendor shall promptly develop and provide to
Nextel a corrective action plan, such plan to be reasonably satisfactory to
Nextel, and promptly thereafter implement such plan at Vendor’s sole cost and
expense.


 


42





















 


14.14.   Severability.  If any
part or application of this Agreement shall be adjudged by any court of
competent jurisdiction to be invalid, illegal or unenforceable, the validity,
legality, and enforceability of the remaining provisions or other applications
shall in no way be affected or impaired thereby and shall be enforced to the
maximum extent permitted by applicable law.


 


14.15.   Third Party Rights Excluded. 
This Agreement is an agreement between the parties, and confers no
rights upon any of the parties’ employees, agents, or contractors or upon any
other person.


 


14.16.   Waiver.  No purported
waiver by any party of any default by any other party of any term or provision
contained herein (whether by omission, delay or otherwise) shall be deemed to
be a waiver of such term or provision unless the waiver is in writing and
signed by the waiving party. No such waiver shall in any event be deemed a
waiver of any subsequent default under the same or any other term or provision
contained herein.


 


IN
WITNESS WHEREOF, the parties have caused this Agreement to be
executed and delivered by their respective, duly authorized representatives.


 


 


	
  NEXTEL OPERATIONS, INC.

  	
  METRO ONE

  TELECOMMUNICATIONS, INC.

  
	
   

  	
   

  
	
  By:

  	
  /s/ Thomas N. Kelly,
  Jr.

  	
   

  	
  By:

  	
  /s/ Timothy A. Timmins

  	
   

  
	
   

  	
   

  
	
  Name:

  	
  Thomas N. Kelly, Jr.

  	
   

  	
  Name:

  	
  Timothy A. Timmins

  	
   

  
	
   

  	
   

  
	
  Its:

  	
  Executive Vice
  President and COO

  	
   

  	
  Its:

  	
  President and Chief
  Executive Officer

  	
   

  
										



 


43





















 


FINAL


 


EXHIBIT A


TO


SERVICES
AGREEMENT


 


CONTRACT
DEFINITIONS


 


“Additional Services” is defined in
Section 3.9.


 


“Additional Statement of Work” is defined in
Section 3.9.


 


“Adjustment Credits” shall mean the dollar
amounts specified as performance or delay credits herein.


 


“Affiliate” means, as to each party, any entity
directly or indirectly controlled by, controlling, or under common control
with, such party.  Solely for this
purpose, and without limiting the foregoing, any Person that owns more than
twenty percent (20%) of the outstanding voting securities of any other Person
shall be deemed to control such other Person.


 


“Agreement” is defined in the introductory
paragraph.


 


[ . . . * * * . . . ]


 


“Business Day” means any weekday other than a
day designated as a holiday under the then applicable Nextel holiday schedule.


 


[ . . . * * * . . . ]


 


“Cap Amount” is defined in Section 9.2.1.


 


“Change in Control” means any change in the
legal, beneficial, or equitable ownership, direct or indirect, such that
Control of an entity (or substantially all of its business or assets) is no
longer with the same entity or entities as on the Effective Date.


 


“Confidential Information” means information,
whether provided or retained in writing, verbally, by electronic or other data
transmission or in any other form or media whatsoever or obtained through
on-site visits at Nextel or Vendor facilities and whether furnished or made
available before or after the date of this Agreement, that is confidential,
proprietary or otherwise not generally available to the public including,
without limitation, trade secrets, marketing and sales information, product
information, technical information and technology, Nextel and Vendor
information, information about trade techniques and other processes and
procedures, financial information and business information, plans and
prospects.  Nextel’s Confidential
Information includes, but is not limited to Nextel Data.


 


“Contract Executive” is defined in
Section 5.2.


 


“Control” means the legal, beneficial, or
equitable ownership, direct or indirect, of more than fifty percent (50%) of
the aggregate of all voting or equity interests in an entity.


 


“CPI Increase” means the percentage change between
(i) the Consumer Price Index, All Urban Consumers, U.S. City Average, all
items, most recently published (at the time of


 


	
  NEXTEL/VENDOR.

  	
   

  	
  DIRECTORY ASSISTANCE

  
	
  CONFIDENTIAL

  	
   

  	
  EXHIBIT A

  



 


 










***Certain information in
this exhibit has been omitted and filed separately with the commission.


Confidential treatment
has been requested with respect to the omitted portions.


 


1





















 


calculation) by the Bureau of Labor Statistics of the
United States Department of Labor (or a successor agency of the United States
government) and (ii) the comparable statistic published for the same month of
the previous year.  In the event the
specified CPI statistic is not reasonably available for both the then current
and previous year, the “CPI Increase” shall be a reasonable measure of change
in consumer prices reasonably determined by Nextel.


 


“CPNI Law” is defined in Section 13.4.


 


“Customer” means an end-user of Nextel’s
wireless service offerings.


 


“Customer Data” means any information about
persons or entities that Vendor receives or derives or controls in any manner
or has access to pursuant to this Agreement, including, without limitation, any
personally identifying information, or any other information that, either
individually or when combined with other information, could be used to derive
information specific to a particular Nextel user.  Customer Data includes, but is not limited
to, information regarding a Nextel user’s identity, social security number,
telephone number, credit card number, e-mail address, account information,
service purchase and usage information, such as Customer proprietary network
information (“CPNI”) as such term is defined under the CPNI Law, and any such
specific information about anyone or any entity with whom such Nextel user has
contact (either through an originating or terminating communication), including
the content of their communication.


 


“Customer Service Representative” or “CSR”
means an individual located in a Call Center whose primary job function is to
receive and, as appropriate, handle, process, answer, or otherwise respond to
requests for information or assistance from Customers


 


“DAS Statement of Work” means
Schedule 2.3.


 


“Designated Default” means any occurrence or
circumstance designated as a default in the Service Level Requirements.


 


“Developed Work Product” means all Work Product
and deliverables, created pursuant to the DAS Statement of Work and/or an
Additional Service Statement of Work and paid for by Nextel in connection with
providing Services or provided to Nextel (whether solely by Vendor or Vendor’s
agents or subcontractors, or jointly by one or more of them and Nextel or its
agents) in the course of performing Services, other than Nextel Data separately
from, and in addition to, the Service Fees.


 


“Disabling Device” means any timer, clock,
counter, or other limiting design or routine that may cause Software or any
data generated or used by it to be erased, become inoperable or inaccessible,
or that may otherwise cause such Software to become temporarily or permanently
incapable of performing in accordance with this Agreement, including, without
limitation any Disabling Device that is triggered after use or copying of such
Software or a component thereof a certain number of times, or after the lapse
of a period of time, or in the absence of a hardware device or after the
occurrence or lapse of any other triggering factor or event.  Disabling Device also includes any Software
commonly referred to as a computer virus, Trojan horse or other malicious or
surreptitious code.


 


2





















 


“Disentanglement” is defined in
Section 12.4.


 


“Disentanglement Commencement Date” is defined
in Section 12.


 


“Disentanglement Transition Plan” is defined in
Section 12.2.


 


“Effective Date” is defined in the introductory
paragraph.


 


“Exit Fee” is defined in Section 6.2.2.


 


“FCC” means the United States Federal
Communications Commission, or any successor agency.


 


“Fee Schedule” means Schedule 6.2.1.


 


“Final Test Completion” is defined in
Section 2.5.2.


 


“Force Majeure” is defined in
Section 14.7.


 


“Historically black colleges and universities”
is defined in Section 13.3.6.


 


“Implementation Plan” means
Schedule 2.2.2.


 


“Indemnified Party” is defined in
Section 10.5.


 


“Indemnifying Party” is defined in
Section 10.5.


 


“Initial Term” is defined in Section 11.1.


 


“Internal Purposes” means all internal purposes
including processing on multiple workstations and at multiple sites, the
engagement of third parties (and the disclosure of code, documentation and
other confidential information thereto subject to the requirements of
Section 7.3) to prepare system modifications and provide other
services.  Internal Purposes also includes
engaging a third party and its subcontractors and agents on an outsourcing or
similar basis to provide services, or to receive the performance of services,
for the internal purposes of the party engaging the outsourcer.  Internal Purposes of Nextel also includes the
provisions of the Services to current and future Nextel Affiliates and to
entities that hereafter become former Nextel Affiliates.


 


“Minority institutions” is defined in
Section 13.3.6.


 


“Nextel” is defined in the introductory
paragraph.


 


[ . . . * * * . . . ]


 


“Nextel Data” shall mean, in or on any media or
form of any kind:  (a) all data or
summarized data related to Nextel, and all data indexing such data, including
data that is in Nextel’s databases or otherwise in Nextel’s possession on the
Service Commencement Date or at any time from such date through the last day of
the Term; and (b) all other Nextel records, data, files, input materials,
processed data, reports and forms that may be received, computed, developed,
used, or stored by Vendor, or by any of Vendor’s Subcontractors, for Nextel in
the performance of Vendor’s duties under this Agreement.


 










***Certain information in
this exhibit has been omitted and filed separately with the commission.


Confidential treatment
has been requested with respect to the omitted portions.


 


3





















 


“Nextel Resources” is defined in
Section 3.1.


 


“Nextel Termination for Cause” is defined in
Section 11.2.1.


 


“Nextel Termination for Convenience” is defined
in Section 11.2.2.


 


“Nextel’s Contract Executive” means the
individual who is so designated in Schedule 5.1, as such individual may be
replaced by Nextel.


 


[ . . . * * * . . . ]


 


“NPOC” is defined
in Section 3.8.


 


“Original
Agreement” is defined in the introductory paragraphs.


 


“Person” means any natural person, corporation,
limited liability company, limited liability partnership, general partnership,
limited partnership, trust, association, governmental organization or agency,
or other legal person or legally constituted entity of any kind.


 


“Personnel Table” means Schedule 5.1.


 


“Privacy Laws” is defined in Section 13.4.


 


“Procedures Manual” is defined in
Section 3.5.


 


“Provided Resources” is defined in
Section 3.1.


 


“Renewal Term” is defined in Section 11.1.


 


“Service Commencement Date” means the date on
which a Service is first made available to Nextel Customers or available for
Final Testing.  For all Services that
also were provided by Vendor to Nextel under the Original Agreement, the
Service Commencement Date is the Effective Date hereof.  The Service Commencement Date for all new
Services shall be as set forth in the Implementation Plan or as otherwise
agreed by the parties in writing.


 


“Service Level Requirements” means
Schedule 2.4.


 


“Service Levels” or “SLs” means the
performance requirements specified in Schedule 2.4.


 


“Services” means the services provided by
Vendor hereunder pursuant to the Implementation Plan and the DAS Statement of
Work, including, but not limited to, those Vendor services not specifically
delineated in this Agreement, but consistent with, and reasonably inferable to
be within, the scope of the Implementation Plan and the DAS Statement of
Work.  “Services” does not include
services provided by Vendor pursuant to an Additional Statement of Work.


 


“Senior Executive” is defined in Section 5.5.


 


“Software” means computer programs and program
objects of any kind (including source code and object code), program set-up and
customization parameters and data and the tangible media on which any of the
foregoing are recorded.


 










***Certain information in
this exhibit has been omitted and filed separately with the commission.


Confidential treatment
has been requested with respect to the omitted portions.


 


4





















 


“Specifications” means the descriptions of the
Services, the Vendor systems used to provide the Services, and all other
deliverables and Services hereunder, their components, and their capacities,
functions, or methods, set forth in this Agreement (including all Schedules)
and any documentation provided to Nextel by Vendor in writing (including
electronically) including in Vendor’s responses to Nextel’s requests for
proposal and key negotiating points.


 


“Steering Committee” is defined in Section 5.1.


 


“Subcontractor” means any Person (including any
Vendor Affiliate) other than Vendor that provides Services to Nextel on behalf
of Vendor under this Agreement.


 


“T&M Rates” is defined in
Section 6.12.


 


“Term” is defined in Section 11.1.


 


“Termination Date” is defined in
Section 11.4.


 


“Termination Notice” is defined in
Section 11.2.1.


 


“Transaction Taxes” is defined in
Section 6.9.5.


 


“Transition Date” means (i) in the case of
expiration of this Agreement after all Renewal Terms have been exercised, the
last day of the last Renewal Term; (ii) in the case of a non-renewal of this
Agreement, the last day of the Initial Term or Renewal Term that is not
renewed; or (iii) in the case of termination of this Agreement, the Termination
Date.


 


“Vendor” is defined in the introductory
paragraph.


 


“Vendor Work Product” means all Work Product
owned or licensed by Vendor whether created pursuant to this Agreement or
otherwise, and all Work Product created pursuant to this Agreement other than
Developed Work Product.


 


“Vendor’s Contract Executive” means the individual
who is so designated in Schedule 5.1, as such individual may be replaced
pursuant to Section 5.3.


 


[ . . . * * * . . . ]


 


“Work Product” means tangible and intangible
work product, ideas, concepts, know-how and information and the writings in
which any of the same are fixed (including, without limitation, all reports,
computer software systems, routines, data models, technical data, processes,
designs, code and documentation and systems, concepts and business information)
and all proprietary rights (including, without limitation, rights under patent,
copyright, trade secret and other similar laws) therein.


 










***Certain information in
this exhibit has been omitted and filed separately with the commission.


Confidential treatment
has been requested with respect to the omitted portions.


 


5





















 


LIST
OF SCHEDULES


 


	
  Schedule

  	
   

  	
  Title

  
	
  Schedule 2.2.2

  	
   

  	
  Implementation Plan

  
	
  Schedule 2.3

  	
   

  	
  DAS Statement of Work

  
	
  Attachment
  1

  	
   

  	
  DA Services

  
	
  Attachment
  2

  	
   

  	
  International DA Services

  
	
  Attachment
  3

  	
   

  	
  Wireless DA Services

  
	
  Attachment
  4

  	
   

  	
  Call Scripts

  
	
  Attachment
  5

  	
   

  	
  Call Center
  Architecture

  
	
  Attachment
  6

  	
   

  	
  Training

  
	
  Attachment
  7

  	
   

  	
  Quality Assurance
  Procedures

  
	
  Attachment
  8

  	
   

  	
  Directory Assistance
  Automation Requirements

  
	
  Schedule 2.4

  	
   

  	
  Service Level
  Requirements

  
	
  Schedule 2.6

  	
   

  	
  Vendor Subcontractors

  
	
  Schedule 2.7

  	
   

  	
  [ . . . * * * . . . ]

  
	
  Schedule 3.5

  	
   

  	
  Procedures Manual

  
	
  Schedule 3.6

  	
   

  	
  N/A

  
	
  Schedule 3.10

  	
   

  	
  Nextel Communications,
  Inc. standards of Information Technology

  
	
  Schedule 3.11

  	
   

  	
  Reports

  
	
  Schedule 5.1

  	
   

  	
  [ . . . * * * . . . ]

  
	
  Schedule 5.4.3

  	
   

  	
  [ . . . * * * . . . ]

  
	
  Schedule 6.2.1

  	
   

  	
  Fee Schedule

  
	
  Schedule 6.2.4

  	
   

  	
  Nextel’s Travel and
  Expense Policy

  
	
  Schedule 13.1.3

  	
   

  	
  Nextel’s Computer
  Information Access and Use Policy

  



 


	
  NEXTEL/VENDOR.

  	
   

  	
  DIRECTORY ASSISTANCE

  
	
  CONFIDENTIAL

  	
   

  	
  LIST
  OF SCHEDULES

  



 










***Certain information in
this exhibit has been omitted and filed separately with the commission.


Confidential treatment
has been requested with respect to the omitted portions.


 


1





















 


FINAL


 


Schedule
2.2.2


Implementation
Plan


 


 


[. . . *
* * . . .]


 


[7 pages
omitted]


 


	
  NEXTEL/VENDOR

  	
   

  	
  DIRECTORY ASSISTANCE

  
	
  CONFIDENTIAL

  	
   

  	
  SCHEDULE 2.2.2

  



 










***Certain information in
this exhibit has been omitted and filed separately with the commission.


Confidential treatment
has been requested with respect to the omitted portions.


 





















 


Schedule
2.3


DAS
Statement of Work


 


 


[. . . *
* * . . .]


 


[14
pages omitted]


 


	
  NEXTEL/VENDOR

  	
   

  	
  DIRECTORY
  ASSISTANCE

  
	
  CONFIDENTIAL

  	
   

  	
  SCHEDULE
  2.3

  



 










***Certain
information in this exhibit has been omitted and filed separately with the
commission.


Confidential
treatment has been requested with respect to the omitted portions.


 





















 


Attachment
1 to Schedule 2.3


DA
Services


 


[. . . *
* * . . .]


 


[6 pages
omitted]


 


	
  NEXTEL/VENDOR

  	
   

  	
  DIRECTORY
  ASSISTANCE

  
	
  CONFIDENTIAL

  	
   

  	
  SCHEDULE
  2.3

  
	
   

  	
   

  	
  ATTACHMENT
  1

  



 










***Certain
information in this exhibit has been omitted and filed separately with the
commission.


Confidential
treatment has been requested with respect to the omitted portions.


 





















 


Attachment
2 to Schedule 2.3


International
DA Services


 


[. . . *
* * . . .]


 


[3 pages
omitted]


 


	
  NEXTEL/VENDOR

  	
   

  	
  DIRECTORY
  ASSISTANCE

  
	
  CONFIDENTIAL

  	
   

  	
  SCHEDULE
  2.3

  
	
   

  	
   

  	
  ATTACHMENT
  2

  



 










***Certain
information in this exhibit has been omitted and filed separately with the commission.


Confidential
treatment has been requested with respect to the omitted portions.


 





















 


Attachment
3 to Schedule 2.3


Wireless
DA Services


 


[. . . *
* * . . .]


 


[1 page
omitted]


 


	
  NEXTEL/VENDOR

  	
   

  	
  DIRECTORY ASSISTANCE

  
	
  CONFIDENTIAL

  	
   

  	
  SCHEDULE 2.3

  
	
   

  	
   

  	
  ATTACHMENT 3

  



 










***Certain information in
this exhibit has been omitted and filed separately with the commission.


Confidential treatment
has been requested with respect to the omitted portions.


 





















 


Attachment
4 to Schedule 2.3


Call
Scripts


 


[. . . *
* * . . .]


 


[2 pages
omitted]


 




	
  NEXTEL/VENDOR

  	
   

  	
  DIRECTORY
  ASSISTANCE

  
	
  CONFIDENTIAL

  	
   

  	
  SCHEDULE
  2.3

  
	
   

  	
   

  	
  ATTACHMENT
  4

  






 










***Certain
information in this exhibit has been omitted and filed separately with the
commission.


Confidential
treatment has been requested with respect to the omitted portions.


 





















 


Attachment
5 to Schedule 2.3


Call
Center Architecture


 


[. . . *
* * . . .]


 


[9 pages
omitted]


 


	
  NEXTEL/VENDOR

  	
   

  	
  DIRECTORY
  ASSISTANCE

  
	
  CONFIDENTIAL

  	
   

  	
  SCHEDULE
  2.3

  
	
   

  	
   

  	
  ATTACHMENT
  5

  



 










***Certain
information in this exhibit has been omitted and filed separately with the
commission.


Confidential
treatment has been requested with respect to the omitted portions.


 





















 


Attachment
6 to Schedule 2.3


Training


 


[. . . *
* * . . .]


 


[16
pages omitted]


 


	
  NEXTEL/VENDOR

  	
   

  	
  DIRECTORY
  ASSISTANCE

  
	
  CONFIDENTIAL

  	
   

  	
  SCHEDULE
  2.3

  
	
   

  	
   

  	
  ATTACHMENT
  6

  



 










***Certain
information in this exhibit has been omitted and filed separately with the
commission.


Confidential
treatment has been requested with respect to the omitted portions.


 





















 


Attachment
7 to Schedule 2.3


Quality
Assurance Procedures


 


[. . . *
* * . . .]


 


[5 pages
omitted]


 


	
  NEXTEL/VENDOR

  	
   

  	
  DIRECTORY
  ASSISTANCE

  
	
  CONFIDENTIAL

  	
   

  	
  SCHEDULE
  2.3

  
	
   

  	
   

  	
  ATTACHMENT
  7

  



 










***Certain
information in this exhibit has been omitted and filed separately with the
commission.


Confidential
treatment has been requested with respect to the omitted portions.


 





















 


Attachment
8 to Schedule 2.3


Implementation
Plan


 


[. . . *
* * . . .]


 


[3 pages
omitted]


 


	
  NEXTEL/VENDOR

  	
   

  	
  DIRECTORY
  ASSISTANCE

  
	
  CONFIDENTIAL

  	
   

  	
  SCHEDULE
  2.3

  
	
   

  	
   

  	
  ATTACHMENT
  8

  



 










***Certain
information in this exhibit has been omitted and filed separately with the
commission.


Confidential
treatment has been requested with respect to the omitted portions.


 





















 


Schedule
2.4


Service
Level Requirements


 


[. . . *
* * . . .]


 


[9 pages
omitted]


 


	
  NEXTEL/VENDOR

  	
   

  	
  DIRECTORY
  ASSISTANCE

  
	
  CONFIDENTIAL

  	
   

  	
  SCHEDULE
  2.4

  



 










***Certain
information in this exhibit has been omitted and filed separately with the
commission.


Confidential
treatment has been requested with respect to the omitted portions.


 





















 


Schedule
2.6


Vendor
Subcontractors


 


[. . . *
* * . . .]


 


[1 page
omitted]


 


	
  NEXTEL/VENDOR

  	
   

  	
  DIRECTORY
  ASSISTANCE

  
	
  CONFIDENTIAL

  	
   

  	
  SCHEDULE
  2.6

  



 










***Certain
information in this exhibit has been omitted and filed separately with the
commission.


Confidential treatment
has been requested with respect to the omitted portions.


 





















 


Schedule
2.7


 


[. . . *
* * . . .]


 


[1 page
omitted]


 


	
  NEXTEL/VENDOR

  	
   

  	
  DIRECTORY
  ASSISTANCE

  
	
  CONFIDENTIAL

  	
   

  	
  SCHEDULE
  2.7

  



 










***Certain
information in this exhibit has been omitted and filed separately with the
commission.


Confidential
treatment has been requested with respect to the omitted portions.


 





















 


Schedule
3.5


Procedures
Manual


 


[. . . *
* * . . .]


 


[12
pages omitted]


 


	
  NEXTEL/VENDOR

  	
   

  	
  DIRECTORY
  ASSISTANCE

  
	
  CONFIDENTIAL

  	
   

  	
  SCHEDULE
  3.5

  



 










***Certain
information in this exhibit has been omitted and filed separately with the
commission.


Confidential
treatment has been requested with respect to the omitted portions.


 





















 


Schedule
3.10


Customer
Satisfaction Survey


 


[. . . *
* * . . .]


 


[1 page
omitted]


 


	
  NEXTEL/VENDOR

  	
   

  	
  DIRECTORY
  ASSISTANCE

  
	
  CONFIDENTIAL

  	
   

  	
  SCHEDULE
  3.10

  



 










***Certain
information in this exhibit has been omitted and filed separately with the
commission.


Confidential
treatment has been requested with respect to the omitted portions.


 





















 


Schedule
3.11


Reports


 


[. . . *
* * . . .]


 


[6 pages
omitted]


 


	
  NEXTEL/VENDOR

  	
   

  	
  DIRECTORY
  ASSISTANCE

  
	
  CONFIDENTIAL

  	
   

  	
  SCHEDULE
  3.11

  



 










***Certain
information in this exhibit has been omitted and filed separately with the
commission.


Confidential
treatment has been requested with respect to the omitted portions.


 





















 


Schedule
5.1


 


[. . . *
* * . . .]


 


[3 pages
omitted]


 


	
  NEXTEL/VENDOR

  	
   

  	
  DIRECTORY
  ASSISTANCE

  
	
  CONFIDENTIAL

  	
   

  	
  SCHEDULE
  5.1

  



 










***Certain
information in this exhibit has been omitted and filed separately with the
commission.


Confidential
treatment has been requested with respect to the omitted portions.


 





















 


Schedule
5.4.3


 


[. . . *
* * . . .]


 


[2 pages
omitted]


 


	
  NEXTEL/VENDOR

  	
   

  	
  DIRECTORY
  ASSISTANCE

  
	
  CONFIDENTIAL

  	
   

  	
  SCHEDULE
  5.4.3

  



 










***Certain
information in this exhibit has been omitted and filed separately with the
commission.


Confidential
treatment has been requested with respect to the omitted portions.


 





















 


Schedule
6.2.1


Fee
Schedule


 


[. . . *
* * . . .]


 


[2 pages
omitted]


 


	
  NEXTEL/VENDOR

  	
   

  	
  DIRECTORY
  ASSISTANCE

  
	
  CONFIDENTIAL

  	
   

  	
  SCHEDULE
  6.2.1

  



 










***Certain
information in this exhibit has been omitted and filed separately with the
commission.


Confidential
treatment has been requested with respect to the omitted portions.


 





















 


Schedule
6.2.4


NEXTEL
Contractor & Consultant Travel and Expense Reimbursement Policy


 


[. . . *
* * . . .]


 


[7 pages
omitted]


 


	
  NEXTEL/VENDOR

  	
   

  	
  DIRECTORY
  ASSISTANCE

  
	
  CONFIDENTIAL

  	
   

  	
  SCHEDULE
  6.2.4

  



 










***Certain
information in this exhibit has been omitted and filed separately with the commission.


Confidential
treatment has been requested with respect to the omitted portions.


 





















 


Schedule
13.1.3


NEXTEL
Communications Inc. Standards of Information Technology Security


 


[. . . *
* * . . .]


 


[38
pages omitted]


 


	
  NEXTEL/VENDOR

  	
   

  	
  DIRECTORY
  ASSISTANCE

  
	
  CONFIDENTIAL

  	
   

  	
  SCHEDULE
  13.1.3

  



 










***Certain
information in this exhibit has been omitted and filed separately with the
commission.


Confidential
treatment has been requested with respect to the omitted portions.