exv10w1






Exhibit 10.1




Managed Services Agreement




between




MetroPCS Wireless, Inc.




and




Amdocs Software Systems Limited




and




Amdocs, Inc.




September 15, 2008




 






	***	 	Where this marking appears throughout this Exhibit 10.1,
information has been omitted pursuant to a request for confidential
treatment and such information has been filed with the Securities and
Exchange Commission separately.





 









 





Table of Contents




	 	 	 	 	 
	 	 	PAGE
	1. DEFINITIONS 
	 	 	2	 
	1.1 General 
	 	 	2	 
	1.2 Definitions 
	 	 	2	 
	1.3 Additional Definitions 
	 	 	13	 
	 
	 	 	 	 
	2. SCOPE OF SERVICES 
	 	 	14	 
	2.1 General 
	 	 	14	 
	2.2 Implementation of Amdocs Systems 
	 	 	14	 
	2.3 Outsourcing Services 
	 	 	14	 
	2.3.1 General 
	 	 	14	 
	2.3.2 VeriSign System 
	 	 	15	 
	2.3.3 Disaster Recovery and Disaster Recovery Plan 
	 	 	15	 
	2.3.4 System Procedures Manual 
	 	 	15	 
	2.4 Amdocs as Exclusive Supplier 
	 	 	16	 
	2.5 Additional Services 
	 	 	16	 
	2.5.1 General 
	 	 	16	 
	2.5.2 Future Enhancements 
	 	 	16	 
	2.5.3 Orders 
	 	 	17	 
	2.6 Incidental Activities 
	 	 	17	 
	2.7 Global Services Model 
	 	 	18	 
	 
	 	 	 	 
	3. CREDITABLE PERFORMANCE SPECIFICATIONS 
	 	 	18	 
	3.1 Performance According to Creditable Performance Specifications 
	 	 	18	 
	3.2 CPS Credits 
	 	 	18	 
	3.3 Envelope Parameters 
	 	 	18	 
	 
	 	 	 	 
	4. IMPLEMENTATION OF AMDOCS SYSTEM 
	 	 	19	 
	4.1 Project Plan 
	 	 	19	 
	4.1.1 Project Plan 
	 	 	19	 
	4.1.2 Critical Milestones and Delay Credits 
	 	 	19	 
	4.1.3 Progress Meetings and Reports 
	 	 	20	 
	4.2 Amdocs’ Roles and Responsibilities 
	 	 	20	 
	4.3 Deliverables 
	 	 	20	 
	4.4 Specifications and Acceptance Testing 
	 	 	21	 
	4.4.1 Specifications 
	 	 	21	 
	4.4.2 Test Plan and Test Materials 
	 	 	21	 
	4.4.3 System Testing 
	 	 	21	 
	4.5 Correction of Unresolved Deficiencies 
	 	 	25	 
	4.6 Post System Acceptance Testing 
	 	 	25	 
	4.7 Other Sections 
	 	 	26	 
	4.8 Viruses and Disabling Code 
	 	 	26	 






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	 	 	PAGE
	5. SERVICES LOCATIONS 
	 	 	26	 
	5.1 Locations 
	 	 	26	 
	5.2 Compliance with Site Policies 
	 	 	26	 
	 
	 	 	 	 
	6. PERSONNEL 
	 	 	27	 
	6.1 Number of Amdocs Personnel 
	 	 	27	 
	6.2 Amdocs Personnel and Authorized Subcontractor Personnel 
	 	 	27	 
	6.2.1 Key Personnel 
	 	 	27	 
	6.2.2 Removal of Amdocs Personnel By MetroPCS 
	 	 	29	 
	6.3 Substance Abuse 
	 	 	29	 
	6.4 Background Checks 
	 	 	29	 
	6.5 Responsibility for Personnel 
	 	 	30	 
	6.6 Non-Solicitation 
	 	 	30	 
	 
	 	 	 	 
	7. METROPCS’ OBLIGATIONS 
	 	 	30	 
	7.1 MetroPCS’ Roles and Responsibilities 
	 	 	30	 
	7.2 Compliance with Plans 
	 	 	30	 
	7.3 Acceptance Testing 
	 	 	31	 
	7.4 Use of MetroPCS Facilities 
	 	 	31	 
	7.5 Right To Use 
	 	 	31	 
	7.6 Physical Security 
	 	 	31	 
	7.7 Access to Personnel 
	 	 	31	 
	7.8 Cooperation 
	 	 	31	 
	7.9 Other Sections 
	 	 	32	 
	 
	 	 	 	 
	8. LICENSE TO AMDOCS SYSTEMS; AMDOCS THIRD PARTY SOFTWARE
	 	 	32	 
	8.1 License Grant 
	 	 	32	 
	8.2 License Restrictions 
	 	 	33	 
	8.3 Amdocs-Provided Third Party Software 
	 	 	34	 
	8.4 Enhancements 
	 	 	34	 
	8.5 Product Roadmap; Minor and Major Releases 
	 	 	34	 
	8.5.1 Product Roadmap 
	 	 	34	 
	8.5.2 Minor and Major Releases 
	 	 	34	 
	8.6 Source Code Escrow Agreement 
	 	 	35	 
	8.7 Support and Maintenance Services 
	 	 	35	 
	8.8 Knowledge Transfer 
	 	 	36	 
	 
	 	 	 	 
	9. RELATIONSHIP MANAGEMENT 
	 	 	36	 
	9.1 Steering Committee 
	 	 	36	 
	9.2 Project Management Office 
	 	 	36	 
	9.3 Project Managers 
	 	 	37	 
	 
	 	 		 
	10. CHANGE MANAGEMENT PROCEDURES 
	 	 	37	 
	10.1 General 
	 	 	37	 
	10.2 Changes 
	 	 	37	 






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	 	 	PAGE
	10.3 Additional Charges 
	 	 	38	 
	 
	 	 	 	 
	11. WARRANTIES, REPRESENTATIONS AND COVENANTS 
	 	 	38	 
	11.1 Mutual Warranties of Authorization, Enforceability and Ability to Perform
	 	 	38	 
	11.2 Amdocs Warranties 
	 	 	38	 
	11.3 MetroPCS Warranties 
	 	 	41	 
	11.4 Delays or Non-Compliance 
	 	 	41	 
	11.5 Disclaimer 
	 	 	41	 
	 
	 	 	 	 
	12. PAYMENT 
	 	 	42	 
	12.1 Payments by MetroPCS to Amdocs 
	 	 	42	 
	12.2 Reduction of Payments by MetroPCS to Amdocs 
	 	 	42	 
	12.3 Credits Owed by Amdocs to MetroPCS 
	 	 	42	 
	12.4 Invoicing 
	 	 	43	 
	12.5 Late Payments 
	 	 	43	 
	12.6 Payment Disputes 
	 	 	44	 
	12.7 Price Increase 
	 	 	44	 
	12.8 Taxes 
	 	 	44	 
	12.8.1 General 
	 	 	44	 
	12.8.2 Exemptions 
	 	 	45	 
	12.8.3 Protested Taxes 
	 	 	45	 
	***
	 	 	 	 
	 
	 	 	 	 
	13. AUDITS AND RECORDS 
	 	 	46	 
	13.1 Financial Audits 
	 	 	46	 
	13.2 SAS 70 Type II Audits 
	 	 	46	 
	13.2.1 Amdocs Audits 
	 	 	47	 
	13.2.2 MetroPCS Audits 
	 	 	48	 
	13.2.3 Results of Inquiries and Corrective Plan 
	 	 	48	 
	13.2.4 Confidential Information 
	 	 	48	 
	 
	 	 	 	 
	14. CONFIDENTIALITY; DATA PRIVACY AND SECURITY 
	 	 	49	 
	14.1 Termination of NDA 
	 	 	49	 
	14.2 MetroPCS Confidential Information 
	 	 	49	 
	14.2.1 Non-Disclosure and Use Restrictions 
	 	 	49	 
	14.2.2 Disclosure Requests 
	 	 	49	 
	14.2.3 Permitted Disclosures 
	 	 	49	 
	14.3 Amdocs Confidential Information 
	 	 	50	 
	14.3.1 Non-Disclosure and Use Restrictions 
	 	 	50	 
	14.3.2 Disclosure Requests 
	 	 	50	 
	14.3.3 Permitted Disclosures 
	 	 	50	 
	14.3.4 Disclosures of Source Materials or Financial Materials 
	 	 	51	 
	14.4 Legally Required Disclosures 
	 	 	51	 
	14.5 Notification and Mitigation 
	 	 	52	 
	14.6 Disposition of Confidential Information 
	 	 	52	 
	14.7 Injunctive Relief 
	 	 	52	 






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	 	 	PAGE
	14.8 Data Privacy and Security Terms 
	 	 	53	 
	14.9 Personal Information Statutes 
	 	 	53	 
	 
	 	 	 	 
	15 INTELLECTUAL PROPERTY RIGHTS 
	 	 	53	 
	15.1 Pre-Existing Works 
	 	 	53	 
	15.2 Deliverables 
	 	 	54	 
	15.3 MetroPCS Data and Software 
	 	 	54	 
	15.4 Amdocs Systems and Product Documentation 
	 	 	54	 
	15.5 Confidential Information 
	 	 	55	 
	15.6 Reproduction of Notices 
	 	 	55	 
	 
	 	 	 	 
	16. TERM AND TERMINATION 
	 	 	55	 
	16.1 Term of Agreement 
	 	 	55	 
	16.2 Termination for Insolvency 
	 	 	55	 
	16.3 Termination for Force Majeure 
	 	 	56	 
	16.4 Termination for Default 
	 	 	56	 
	16.5 Termination for Good Reason 
	 	 	58	 
	16.6 Termination for Convenience 
	 	 	58	 
	16.7 Termination for Amdocs Change in Control 
	 	 	59	 
	16.8 Effect of Termination 
	 	 	59	 
	16.9 Additional Termination Procedures and Terms 
	 	 	59	 
	16.10 Termination Assistance 
	 	 	60	 
	16.11 Survival 
	 	 	61	 
	 
	 	 	 	 
	17. REMEDIES AND LIABILITY 
	 	 	62	 
	17.1 Rights and Remedies of Amdocs Upon Default of MetroPCS 
	 	 	62	 
	17.2 Rights and Remedies of MetroPCS Upon Default of Amdocs 
	 	 	62	 
	17.3 No Interruption of Services 
	 	 	63	 
	17.4 Non-Exclusive Remedies 
	 	 	63	 
	17.5 Disclaimer of Non-Direct Damages 
	 	 	63	 
	17.6 Damages Cap 
	 	 	64	 
	17.7 Exclusions 
	 	 	64	 
	17.8 Items not Considered Damages 
	 	 	64	 
	17.9 Liability Cap 
	 	 	64	 
	17.10 Attorneys’ Fees 
	 	 	65	 
	18. INDEMNIFICATION AND INSURANCE 
	 	 	65	 
	18.1 General Indemnity 
	 	 	65	 
	18.2 Infringement Indemnity 
	 	 	65	 
	18.2.1 By Amdocs 
	 	 	65	 
	18.2.2 By MetroPCS 
	 	 	66	 
	18.2.3 Willful Infringement 
	 	 	67	 
	18.2.4 Future Activities 
	 	 	67	 
	18.2.5 Third Party Products 
	 	 	67	 
	18.3 Indemnification Procedures 
	 	 	67	 
	18.4 Insurance 
	 	 	69	 






-iv-









 






	 	 	 	 	 
	 	 	PAGE
	18.4.1 Coverages 
	 	 	69	 
	18.4.2 Evidence of Insurance 
	 	 	69	 
	18.4.3 Claims-Made Coverage 
	 	 	69	 
	18.4.4 Notice of Cancellation or Change of Coverage 
	 	 	69	 
	18.4.5 Qualifying Insurers 
	 	 	70	 
	 
	 	 	 	 
	19. FORCE MAJEURE EVENTS 
	 	 	70	 
	19.1 General 
	 	 	70	 
	19.2 Duration and Notification 
	 	 	70	 
	19.3 Substitute Services 
	 	 	70	 
	19.4 Disaster Recovery 
	 	 	71	 
	19.5 Payment 
	 	 	71	 
	19.6 Allocation of Resources 
	 	 	71	 
	 
	 	 	 	 
	20. GENERAL TERMS AND CONDITIONS 
	 	 	71	 
	20.1 Compliance with Laws 
	 	 	71	 
	20.2 No Waiver 
	 	 	72	 
	20.3 Severability 
	 	 	72	 
	20.4 Governing Law 
	 	 	72	 
	20.5 Independent Contractors 
	 	 	74	 
	20.6 Assignment and Subcontracts 
	 	 	74	 
	20.7 Headings not Controlling 
	 	 	75	 
	20.8 Notices 
	 	 	75	 
	20.9 Successors and Assigns 
	 	 	75	 
	20.10 Publicity 
	 	 	76	 
	20.11 Export 
	 	 	77	 
	20.12 Third Party Beneficiaries 
	 	 	77	 
	20.13 Covenant of Good Faith 
	 	 	77	 
	20.14 Similar Agreements 
	 	 	77	 
	20.15 Acknowledgment 
	 	 	77	 
	20.16 Order of Precedence 
	 	 	78	 
	20.17 Execution of Agreement 
	 	 	78	 
	20.18 Entire Agreement and Changes; Termination of the Letter
of Authorization 
	 	 	78	 






-v-









 




Schedules and Exhibits



	 	 	 
	Schedule 1
	 	MetroPCS-Owned Deliverables
	Schedule 2
	 	Amdocs Systems
	Schedule 3
	 	File Format for VeriSign System Data Extraction
	Schedule 4
	 	Amdocs Third Party Software
	Schedule 5
	 	Envelope and Storage Parameters
	Schedule 6
	 	Implementation and Migration Services
	Schedule 7
	 	MetroPCS’ Current Legacy Systems
	Schedule 8
	 	Fees
	Schedule 9
	 	Product Documentation
	Schedule 10
	 	Roles and Responsibilities Document
	Schedule 11
	 	Creditable Performance Specifications
	Schedule 12
	 	Outsourcing Services
	Schedule 13-A
	 	System Procedures Manual
	Schedule 13-B
	 	Disaster Recovery Plan
	Schedule 14
	 	Project Plan
	Schedule 15
	 	Specifications
	Schedule 16
	 	Steering Committee and Key Personnel
	Schedule 17
	 	Change Management Procedures
	Schedule 18
	 	Amdocs Maintenance
	Schedule 19
	 	Data Privacy and Security
	Schedule 20
	 	Insurance
	Schedule 21
	 	    Master Preferred Agreement and Amendment
	     Attachment 1
	 	    Master Preferred Agreement
	     Attachment 2
	 	First Amendment to Master Preferred Agreement
	Schedule 22
	 	Control Objectives
	Schedule 23
	 	Amdocs Competitors
	Schedule 24
	 	MetroPCS Competitors
	Schedule 25
	 	Background Checks
	Schedule 26
	 	MetroPCS Equipment, MetroPCS Owned Software and MetroPCS Third Party Software





-vi-








 





Managed Services Agreement



THIS MANAGED SERVICES AGREEMENT is effective as of the 8th day of April, 2008 (the “Effective
Date”) by and between MetroPCS Wireless, Inc., a company incorporated under the laws of Delaware,
having its principal offices at 2250 Lakeside Boulevard, Richardson, Texas 75082, and Amdocs
Software Systems Limited, a company incorporated under the laws of Ireland, having its principal
offices at First Floor, Block S, East Point Business Park, Dublin 3, Ireland, and Amdocs, Inc., a
company incorporated under the laws of the State of Delaware, having its principal offices at 1390
Timberlake Manor Parkway, Chesterfield, Missouri 63017.




RECITALS



WHEREAS, MetroPCS is a provider of various types of wireless communications services, and Amdocs
develops, distributes, implements, supports, operates and maintains software systems and solutions
and provides related managed services to, among others, wireless communications providers; and



WHEREAS, MetroPCS desires to procure from ASSL, and ASSL desires to provide to MetroPCS: (i) ASSL’s
proprietary software products that will replace certain of MetroPCS’ current billing and
operational support systems; (ii) support, design, coding, customization, implementation and
integration Services for the development of necessary modifications to the Amdocs Systems and
Amdocs Third Party Software to create the functionality of MetroPCS’ current billing and
operational support systems, including the Legacy Systems as detailed in the MetroPCS requirements
set forth in the RFI and ASSL’s response thereto, as the same have been discussed by the Parties
and reflected herein; (iii) such further, other and additional Services as may be mutually agreed
upon by the Parties in writing from time to time pursuant to the terms and conditions set forth
herein; and



WHEREAS, MetroPCS desires to procure from Amdocs and Amdocs desires to provide to MetroPCS: (i)
services for the migration of MetroPCS’ existing subscriber base from MetroPCS’ current billing and
operational support systems, including the Legacy Systems, to the System; (ii) ongoing services and
equipment for the implementation, operation, support and maintenance of the System including,
without limitation, hosting and operating the System for MetroPCS; (iii) disaster recovery
services; and (iv) such further, other and additional Services as may be mutually agreed upon by
the Parties in writing from time to time pursuant to the terms and conditions set forth herein; and



WHEREAS, as further described herein and pursuant to the terms and conditions set forth herein, and
as Additional Services, MetroPCS may request to have Amdocs host the VeriSign billing and
operational support platform used by MetroPCS as of the Signing Date (the “VeriSign System”); and



WHEREAS, the Agreement sets forth the terms and conditions under which MetroPCS will procure
Services from Amdocs, and Amdocs will provide such Services to MetroPCS.




 - 1 - 









 




NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and of
other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
MetroPCS and Amdocs, intending to be legally bound, hereby agree to the foregoing and as follows:





	1.	 	DEFINITIONS






	1.1	 	General. For purposes of the Agreement, all capitalized terms used herein shall have the
meanings given to them in Section 1.2 or in the context in which they are defined. A term
defined in the singular shall include the plural and vice versa when the context so indicates,
and words connoting gender shall include all genders. The term “including” means “including,
without limitation.” Unless specified otherwise, references to Sections and Schedules in the
Agreement are to sections and schedules of and to the Agreement, except in any Schedule, when
references to Sections and Schedules are to sections and schedules of and to the relevant
Schedule, and except in any Order, when references to Sections and Schedules are to sections
and schedules of and to the relevant Order.
	 
	1.2	 	Definitions.
	 
	 	 	“Active Subscriber” means a MetroPCS customer whose account is maintained on the System and
who has active service on the MetroPCS network.
	 
	 	 	“Additional Services” means the services and equipment (if any) to be provided by Amdocs,
and the software (if any) to be licensed to MetroPCS, described in an Order. Without
limiting the generality of the foregoing, Additional Services includes future Enhancements
contemplated under the terms of Section 2.5.2.
	 
	 	 	“Affiliate” means, as to a Party, any other entity that, directly or indirectly, through one
or more intermediaries, controls, is controlled by, or is under common control with, such
Party, where “control” means to own or control more than fifty percent (50%) of the voting
interests or voting securities of the applicable entity or otherwise to direct or cause the
direction of the management and policies of such entity, whether through ownership of voting
securities or by contract or otherwise, provided that, once such control ceases to exist,
the affected entity will no longer qualify as an Affiliate for purposes of the Agreement.
	 
	 	 	“Agreement” means the Managed Services Agreement, effective April 8, 2008, by and between
MetroPCS and Amdocs, including all Schedules, Exhibits, Addenda and Orders, as any of the
foregoing may be amended from time-to-time.
	 
	 	 	“Amdocs” means, collectively, Amdocs, Inc. and ASSL.
	 
	 	 	“Amdocs Competitor” means Amdocs Hosting Competitors and/or Amdocs Product Competitors.




 - 2 - 









 






	 	 	“Amdocs Confidential Information” means: all records, data, documents, business plans,
models, specifications, operational methods and other information of Amdocs or its
Affiliates (collectively for purposes of this definition, the “Amdocs Entities”), that is
identified as being of a confidential or proprietary nature, or that a reasonable person
would determine or conclude to be of a confidential or proprietary nature, that is disclosed
to MetroPCS, other MetroPCS Affiliates, or their Personnel (collectively for purposes of
this definition, the “MetroPCS Recipients”), whether in tangible, intangible and/or oral
form, and whether in written form or readable by machine including, without limitation:






	 	(a)	 	data related to the Amdocs Entities’ customers (excluding the
MetroPCS Data) and other records, data, files, reports, forms and other such
items of the Amdocs Entities;
	 
	 	(b)	 	with respect to each Amdocs Entity, information regarding:
current and future products and services, customers, personnel, suppliers,
pricing, costs, business methods, business plans, business models, and other
financial information, strategies and plans, programs, processes and practices
and other confidential and proprietary information that an Amdocs Entity owned,
acquired, developed or receives from a Third Party (other than in connection
with the Agreement from an Authorized User who or that constitutes a Third
Party); and
	 
	 	(c)	 	all technical information, software (whether in the form of
object code or source code), product information, materials, data, reports,
programs, documentation, diagrams, ideas, concepts, techniques, processes,
inventions, knowledge, know-how, and intellectual property, including trade
secrets, owned, developed or acquired by the Amdocs Entities (other than that
acquired from MetroPCS or the Authorized Users or assigned to MetroPCS to the
extent MetroPCS expressly retains sole ownership thereof pursuant to the terms
of the Agreement) including, without limitation, the Amdocs Systems and Amdocs
Third Party Software.






	 	 	Amdocs Confidential Information shall not include information: (d) that was at the time of
disclosure to a MetroPCS Recipient in the public domain; (e) that after disclosure to a
MetroPCS Recipient, was published or otherwise made a part of the public domain through no
fault of any MetroPCS Recipient; (f) that was in the possession of a MetroPCS Recipient at
the time of disclosure to it, if MetroPCS was not then under an obligation of
confidentiality to an Amdocs Entity with respect thereto; (g) that after disclosure by an
Amdocs Entity to a MetroPCS Recipient, was received from a Third Party who had a lawful
right to disclose such information to the MetroPCS Recipient without an obligation of
confidentiality; or (h) that was independently developed without reference to Amdocs
Confidential Information. For purposes of this provision, information is in the public
domain if it is known (through no fault of a MetroPCS Recipient) to Third Parties who are
not subject to nondisclosure restrictions with respect to such information.




 - 3 - 









 












	 	 	“Amdocs Equipment” means the equipment and other materials (excluding the Amdocs Third Party
Software) owned by Amdocs or leased from Third Parties by Amdocs, and used or operated by
Amdocs Personnel in the performance of the Services. For the avoidance of doubt, Amdocs
Equipment shall not include any MetroPCS Equipment.
	 
	 	 	“Amdocs Hosting Competitor” means an entity, or the Affiliate of an entity, that *** . An
initial list of Amdocs Hosting Competitors as of the Signing Date is set forth in the
attached Schedule 23. Either Party may propose from time to time to modify the list
of Amdocs Hosting Competitors to include or exclude, as the case may be, *** that meet or
no longer meet, as the case may be, the criteria described in the foregoing subsections (a)
and (b), provided that any entities *** . If the other Party objects to any proposed
modification of Schedule 23, the dispute resolution procedures set forth in Section
20.4.2 of the Agreement shall apply.
	 
	 	 	“Amdocs, Inc.” means Amdocs, Inc. and any permitted successors and permitted assigns.
	 
	 	 	“Amdocs Legal Requirements” means the Laws applicable to the businesses of Amdocs and its
Affiliates and the performance of Amdocs’ obligations under the Agreement.
	 
	 	 	“Amdocs Product Competitor” means an entity, or the Affiliate of an entity, that *** . An
initial list of Amdocs Product Competitors as of the Signing Date is set forth in the
attached Schedule 23. Either Party may propose from time to time to modify the list
of Amdocs Product Competitors to include or exclude, as the case may be, *** that meet or no
longer meet, as the case may be, the criteria described above, *** . If the other Party
objects to any proposed modification of Schedule 23, the dispute resolution
procedures set forth in Section 20.4.2 of the Agreement shall apply.
	 
	 	 	“Amdocs-Provided Third Party Software” means the software listed on Schedule 4 (as
such Schedule may be modified from time to time by mutual written agreement of the Parties)
that is licensed or leased by Amdocs from Third Parties and provided by Amdocs to MetroPCS
for use by MetroPCS and its Authorized Users.
	 
	 	 	“Amdocs Systems” (or “Amdocs System”) means: (a) the Amdocs-proprietary software products
identified in Schedule 2, and new Releases to such software that are provided by
Amdocs to MetroPCS, including all software (provided solely in object code form, with source
code deposited in escrow under the Preferred Escrow Agreement), designs, specifications,
improvements, techniques, flow charts, and other materials related thereto; and (b) except
as expressly provided otherwise in the Agreement, any Enhancements to the Amdocs Systems
and/or Amdocs-Provided Third Party Software that are developed and provided by Amdocs to
MetroPCS in accordance with the terms of this Agreement, including all software (provided
solely in object code form, with source code deposited in escrow under the Preferred Escrow
Agreement), designs, specifications, improvements, techniques, flow charts, and other
materials related thereto.




 - 4 - 









 






	 	 	“Amdocs Third Party Software” means the Amdocs-Used Third Party Software and the
Amdocs-Provided Third Party Software.
	 
	 	 	“Amdocs-Used Third Party Software” means the software licensed or leased by Amdocs from
Third Parties and used by Amdocs Personnel in the performance of the Services including,
without limitation, the software set forth in Schedule 4 (as such Schedule may be
modified from time to time by mutual written agreement of the Parties). For the avoidance
of doubt, Amdocs-Used Third Party Software shall not include Amdocs-Provided Third Party
Software and vice versa.
	 
	 	 	“API” has the meaning set forth in Schedule 11.
	 
	 	 	“ASSL” means Amdocs Software Systems Limited and any permitted successors and permitted
assigns.
	 
	 	 	“Authorized Users” means: (a) MetroPCS and its officers, agents, employees, *** ; (b)
MetroPCS’ Affiliates and their officers, agents, employees, *** ; (c) any Designated Entity
and its officers, agents, employees, *** .
	 
	 	 	“Change” means any change to the Services or the System.
	 
	 	 	“Change in Control” means: (a) any transaction or combination of transactions as a result
of which either a person or a group of persons that customarily has acted in concert and
that presently is in control of a Party ceases to be in control of such Party; (b) the sale,
transfer, exchange or other disposition (including disposition in full or partial
dissolution) of more than *** of the beneficial ownership (as defined in Rule 13(d) of the
Securities Exchange Act of 1934) of the voting power of a Party, *** . Notwithstanding the
foregoing: (e) with respect to Amdocs, a Change of Control shall not have occurred to the
extent control of Amdocs remains with: *** ; and (f) with respect to MetroPCS, a Change of
Control shall not have occurred to the extent control of MetroPCS remains with: *** .
	 
	 	 	“Change Management Procedures” means the procedures for implementing Changes, as specified
in Section 10.
	 
	 	 	“Change Request” means a request by either Party for a Change.
	 
	 	 	“Confidential Information” means Amdocs Confidential Information or MetroPCS Confidential
Information, as the case may be.
	 
	 	 	“Continuing Directors” means any member of the board of directors of the Ultimate Parent of
a Party who: (a) was a member of such board of directors on the Effective Date; or (b) was
nominated for election or elected to such board of directors with the approval of a majority
of the Continuing Directors who were members of such board of directors at the time of such
nomination or election.




 - 5 - 









 






	 	 	“Creditable Performance Specification(s)” or “CPS(s)” means, individually or collectively,
as the context requires, the performance standards for the Services set forth in
Schedule 11.
	 
	 	 	“Critical Milestone” means an important activity, event and/or Deliverable that is
designated as such in the Project Plan and/or in an Order. *** .
	 
	 	 	“Customer Proprietary Network Information” or “CPNI” has the meaning set forth in 47 U.S.C.
222(h)(1).
	 
	 	 	“Data History Subscriber” means a Disconnected Subscriber whose account data is maintained
on the System.
	 
	 	 	“Deliverables” means any and all documents, designs, business process diagrams, budgets,
specifications, architectural renderings, prototypes, screen layouts, Enhancements,
interfaces and other materials or information prepared or developed by Amdocs in performance
of the Services.
	 
	 	 	“Designated Entity” means any Person: (a) to which MetroPCS or one of its Affiliates leases
or provides products; and (b) that MetroPCS or one of its Affiliates does not control but
has an equity or membership interest of *** who or that have signed a non-disclosure
agreement with MetroPCS containing restrictions at least as protective of the Amdocs Systems
and Amdocs Confidential Information as those contained in the Agreement.
	 
	 	 	“Disconnected Subscriber” means a MetroPCS customer whose account is maintained on the
System, but who does not have active service on the MetroPCS network and is not a Hotlined
Subscriber.
	 
	 	 	“Disabling Code or Device” means any code embedded in a system for the purpose of making
such system operate other than as set forth in the applicable documentation (including, for
the System, the Product Documentation and the Specifications), and shall include any timer,
clock, counter, time lock, time bomb, Trojan horse, worm, file infector, malware, rootkit,
boot sector infector or other limiting design, instruction or routine, including
surveillance software or routines or data gathering or collecting software or devices that
could, if triggered, erase data or programming, collect data in a surveillance or other
capacity, have an adverse impact on such system, or cause such system to become inoperable,
experience degradation in service or performance, or otherwise incapable, in whole or in
part, of being used in the full manner for which such system was intended to be used, but
shall not include any code or key inserted to limit use of such system to Authorized Users
or to otherwise ensure compliance with the terms of license for such system.
	 
	 	 	“Disaster” means an event that causes an unplanned interruption of information processing at
any Amdocs Site that results in a significant impairment of the ability of Amdocs to perform
the Outsourcing Services, and such Disaster shall only last as long as




 - 6 - 









 







	 	 	such event is on-going and actually impairing Amdocs’ ability to perform the Outsourcing
Services.
	 
	 	 	“Enhancements” means any customizations of the Amdocs Systems and/or Amdocs-Provided Third
Party Software performed by Amdocs Personnel at MetroPCS’ written request pursuant to
Section 2.5.
	 
	 	 	“Envelope Parameters” means a set of parameters having certain values and/or ranges in
relation to which the CPSs and other provisions of the Agreement apply, as specified in
Schedule 5.
	 
	 	 	“FCC” means the Federal Communications Commission or any successor agency performing the
same or similar functions.
	 
	 	 	“Financial Materials” means: (a) the terms set forth in Schedule 8, to the extent
the terms set forth in such Schedule constitute Amdocs Confidential Information (e.g., they
have not been made public); (b) the dollar amount of all fees and charges under the
Agreement; and (c) the dollar amount of the CPS Credits and the dollar amount of the Delay
Credits.
	 
	 	 	“Hotlined Subscriber” means a MetroPCS customer whose account is maintained on the System
and who has been “hot-lined” on the MetroPCS network (i.e., a MetroPCS customer who is not
yet a Disconnected Subscriber but who does not have active service and whose attempts to
make outgoing calls are directed by the MetroPCS network to an intelligent voice response or
other customer service system).
	 
	 	 	“Intellectual Property Rights” means patents, trademarks, trade names, copyrights, trade
secrets and/or any other intellectual property rights.
	 
	 	 	“Know-How” means all ideas, concepts, techniques, information, reports, programs, program
materials, documentation, diagrams, notes, outlines, flow charts, user interfaces, software
programs, technology, formulas, processes, algorithms, inventions and the like in whatever
form kept, retained or stored that are used to implement, support and/or develop the System.
	 
	 	 	“Late Payment Interest” means interest accruing at the daily equivalent of an annual rate
equal to *** or at the maximum rate allowed by Law, if less.
	 
	 	 	“Law(s)” mean all laws, statutes, regulations, rules, ordinances, executive orders,
supervisory requirements, directives, circulars, opinions, interpretive letters and other
official releases of or by any applicable governmental authority, department or agency,
including laws relating to data privacy or data protection (such laws including, without
limitation, such laws that pertain to CPNI or personally identifiable information, the “Data
Privacy Laws”).
	 
	 	 	“Legacy Systems” means the MetroPCS systems specified in Schedule 7.




 - 7 - 









 






	 	 	“Legal Requirements” means Amdocs Legal Requirements and/or MetroPCS Legal Requirements, as
applicable.
	 
	 	 	“LOA” means that certain Letter of Authorization between MetroPCS and ASSL, dated April 8,
2008, as amended.
	 
	 	 	“Major Releases” means, with respect to particular software, a new version of such software
that incorporates the last Minor Release(s) (if one or more has occurred) and includes new
or enhanced features and/or functionality. Major Releases may include architectural
changes, major feature changes, new functional modules and/or new or enhanced interfaces.
Major Releases are designated by product numbers to the left of the decimal point, such as
1.0, 2.0, 3.0, etc., or by product numbers with a “.5” to the right of the decimal point,
such as 1.5, 2.5, 3.5, etc.
	 
	 	 	“Managed Systems” means the Amdocs Systems, Amdocs Third Party Software and, at MetroPCS’
written election and the consent of Amdocs in its reasonable discretion, the Legacy Systems.
	 
	 	 	“MetroPCS” means MetroPCS Wireless, Inc. and any permitted successors and permitted assigns.
	 
	 	 	“MetroPCS Competitor” means an entity, or the Affiliate of an entity, that *** . An initial
list of MetroPCS Competitors as of the Signing Date is set forth in the attached
Schedule 24. Either Party may propose from time to time to modify the list of
MetroPCS Competitors to include or exclude, as the case may be, *** that meet or no longer
meet, as the case may be, the criteria described above. If the other Party objects to any
proposed modification of Schedule 24, the dispute resolution procedures set forth in
Section 20.4.2 of the Agreement shall apply.
	 
	 	 	“MetroPCS Confidential Information” means all records, data, documents, business plans,
models, specifications, operational methods and other information of MetroPCS, its
Affiliates, Designated Entities and, in connection with the Agreement, Authorized Users
(collectively for purposes of this definition, the “MetroPCS Entities”), that is identified
as being of a confidential or proprietary nature, or that a reasonable person would
determine or conclude to be of a confidential or proprietary nature, that is disclosed to
Amdocs, other Amdocs Affiliates, or its or their Personnel (collectively for purposes of
this definition, the “Amdocs Recipients”), whether in tangible, intangible and/or oral form,
and whether in written form or readable by machine including, without limitation:






	 	(a)	 	all MetroPCS Data;
	 
	 	(b)	 	with respect to each MetroPCS Entity, information regarding:
current and future products, customers, personnel, suppliers, pricing, costs,
business methods, business plans, business models, patent applications, and
other




 - 8 - 









 






	 	 	 	financial information, strategies and plans, programs, processes and
practices and other confidential and proprietary information that a MetroPCS
Entity owned, acquired, developed or receives from a Third Party;
	 
	 	(c)	 	all technical information, materials, data, reports, programs,
documentation, diagrams, ideas, concepts, techniques, processes, inventions,
knowledge, know-how, and intellectual property, including trade secrets, owned,
developed or acquired by the MetroPCS Entities (other than that acquired from
Amdocs or an Amdocs Authorized Subcontractor to the extent Amdocs and/or an
Amdocs Authorized Subcontractor expressly retains sole ownership thereof)
including, without limitation, MetroPCS Owned Software and MetroPCS Third Party
Software;
	 
	 	(d)	 	all other records, data or information collected, received,
stored or transmitted by an Amdocs Recipient in any manner connected with the
provision of Services under the Agreement that a reasonable person would
determine to be of a confidential or proprietary nature; and
	 
	 	(e)	 	all CPNI relating to the customers of any of the MetroPCS
Entities.






	 	 	MetroPCS Confidential Information shall not include information: (f) that was at the time
of disclosure to an Amdocs Recipient in the public domain; (g) that, after disclosure to an
Amdocs Recipient, was published or otherwise made a part of the public domain through no
fault of any Amdocs Recipient; (h) that was in the possession of an Amdocs Recipient at the
time of disclosure to it, if Amdocs was not then under an obligation of confidentiality with
respect thereto; (i) that, after disclosure by MetroPCS to an Amdocs Recipient, was received
from a Third Party (other than under this Agreement an Authorized User who or that
constitutes a Third Party) who had a lawful right to disclose such information to the Amdocs
Recipient without an obligation of confidentiality; or (j) that was independently developed
without reference to MetroPCS Confidential Information. For purposes of this provision,
information is in the public domain if it is known (through no fault of an Amdocs Recipient)
to Third Parties who are not subject to nondisclosure restrictions with respect to such
information.
	 
	 	 	“MetroPCS Data” means data related to customers of MetroPCS, its Affiliates, Designated
Entities, and the Authorized Users (including, without limitation, CPNI) and other records,
data, files, input materials, reports, forms, and other such information and data of
MetroPCS, its Affiliates, Designated Entities, and the Authorized Users that exist in
MetroPCS’ current systems, including the Legacy Systems, or in the System, or are created or
received by Amdocs Personnel in the performance of the Services, except as provided herein.
	 
	 	 	“MetroPCS Equipment” means the equipment owned by MetroPCS or its Affiliates, or leased from
Third Parties by MetroPCS or its Affiliates, and identified as such in




 - 9 - 









 






	 	 	Schedule 26 (as such Schedule may be modified from time to time by mutual written
agreement of the Parties), that Amdocs Personnel may use in the performance of the Services.
	 
	 	 	“MetroPCS Legal Requirements” means the Laws applicable to the business of MetroPCS, its
Affiliates, Designated Entities and Authorized Users and MetroPCS’ performance of its
obligations under the Agreement.
	 
	 	 	“MetroPCS Owned Software” means software owned by MetroPCS or its Affiliates and identified
as such in Schedule 26 (as such Schedule may be modified from time to time by mutual
written agreement of the Parties) that Amdocs Personnel may use in the performance of the
Services.
	 
	 	 	“MetroPCS Third Party Software” means software licensed by MetroPCS or its Affiliates from
Third Parties and identified as such in Schedule 26 (as such Schedule may be
modified from time to time by mutual written agreement of the Parties) that Amdocs Personnel
may use in the performance of the Services.
	 
	 	 	“Minor Releases” means, with respect to particular software, a version of such software that
does not contain new or enhanced features or functionality, but rather is in the nature of a
patch, bug fix or a single enhancement. Minor Releases generally are designated by product
numbers to the right of the decimal point, such as 1.1, 1.2, 1.3, etc., (except for .5,
which may designate a Major Release) or by further decimal point extensions, such as 7.5.1,
7.5.2, 7.5.3, etc.
	 
	 	 	“Monthly Fees” means the monthly System Subscriber and Data History Subscriber fees for the
Outsourcing Services and other monthly fees specified in Schedule 8.
	 
	 	 	“Order” means a document pursuant to which Amdocs will provide Additional Services to
MetroPCS. All Orders must comply with the terms and conditions of Sections 2.5.3, 10.2 and
Schedule 17.
	 
	 	 	“Party” means MetroPCS or Amdocs; “Parties” means all of them.
	 
	 	 	“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” means: (a) the employees of a Party or its Affiliates; and (b) subject to the
terms of Section 20.6, the subcontractors and agents of a Party or its Affiliates.
“MetroPCS Personnel” refers to the Personnel of MetroPCS, and “Amdocs Personnel” refers to
the Personnel of Amdocs.
	 
	 	 	“Preferred Escrow Agreement” means the Master Preferred Escrow Agreement attached hereto as
Attachment 1 to Schedule 21, as amended through the terms of the First




 - 10 - 









 






	 	 	Amendment to Master Preferred Escrow Agreement attached hereto as Attachment 2 to
Schedule 21.
	 
	 	 	“Priority 1 Incident” has the meaning set forth in Schedule 11.
	 
	 	 	“Priority 2 Incident” has the meaning set forth in Schedule 11.
	 
	 	 	“Priority 3 Incident” has the meaning set forth in Schedule 11.
	 
	 	 	“Product Documentation” means documentation of the Amdocs Systems and documentation of the
Amdocs-Provided Third Party Software, a current (as of the Signing Date) list of which is
set forth in Schedule 9. Amdocs shall deliver to MetroPCS an updated list of
Product Documentation once each calendar quarter.
	 
	 	 	“Releases” means all Minor Releases and all Major Releases.
	 
	 	 	“RFI” means the Request for Information for Billing and OSS Solution that was issued by
MetroPCS on October 29, 2007, as supplemented.
	 
	 	 	“Right To Use” (RTU) means the license or other rights granted by MetroPCS to Amdocs in
respect of the Legacy Systems, MetroPCS Equipment, MetroPCS Owned Software and/or MetroPCS
Third Party Software, as applicable.
	 
	 	 	“Roles and Responsibilities Document” means the document attached as Schedule 10,
which identifies specific tasks to be performed by each Party that are required for
performance of the Services.
	 
	 	 	“SAS 70” means the American Institute of Certified Public Accountants statement on auditing
standards number 70.
	 
	 	 	“SAS 70 Type II Audit” means an audit conducted pursuant to SAS 70 that results in a report
that both describes an organization’s description of controls at a specific point in time
and includes detailed testing of those controls over a minimum six (6) month period, or any
replacement or successor audit standard or process.
	 
	 	 	“Services” means all services specified in the Agreement including, without limitation, the
Implementation and Migration Services, the Outsourcing Services, any Additional Services,
and any Changes performed by Amdocs Personnel.
	 
	 	 	“Service Rates” means the hourly service rates set forth in Schedule 8.
	 
	 	 	“Signing Date” means September 15, 2008.
	 
	 	 	“Site” means data centers, development centers, or other premises at which Amdocs will
perform any Services under the Agreement. An “Amdocs Site” refers to the premises of




 - 11 - 









 






	 	 	Amdocs or the Authorized Subcontractors, and a “MetroPCS Site” refers to the premises of
MetroPCS or its Affiliates receiving Services under the Agreement.
	 
	 	 	“Source Materials” means: (a) the Amdocs Systems in source code form (for the avoidance of
doubt, this does not include the Amdocs Systems in object code or executable form); (b) in
respect of the Amdocs Systems, all design documentation, specifications, flow charts,
programmer notes, outlines, writings, graphic or pictorial materials, schematics, data
dictionaries, entity relationship designs, database schema, and (c) the Know How described
in Sections 8.8(a) and 8.8(b) of the Agreement, except to the extent one of the exclusions
set forth in subsections (d), (e), (f), (g) or (h) of the “Amdocs Confidential Information”
definition applies to all or any portion of such Know How.
	 
	 	 	“SOX Laws” means the Sarbanes-Oxley Act of 2002, as it may be amended, supplemented or
revised from time to time, applicable rules and regulations issued by the U.S. Securities
and Exchange Commission, and applicable rules and regulations of the Public Company
Accounting Oversight Board including, without limitation, provisions relating to internal
controls over financial reporting, as any of the foregoing may have been and/or may be
amended, supplemented or revised from time-to-time.
	 
	 	 	“Specifications” means the functional and design specifications for the System and/or any
software Deliverable, including Enhancements. Specifications may be referred to as
“high-level scope document(s)” or “high-level solution document(s)”, including as set forth
in Schedule 1. Initial System Specifications are set forth in Schedule 15;
additional Specifications or changes to the initial System Specifications may be agreed to
by the Parties in accordance with the Change Management Procedures or in an Order.
	 
	 	 	“System” means the Amdocs Systems, including Enhancements, the Amdocs Third Party Software,
the interfaces identified in Schedule 6, and the Amdocs Equipment needed to operate
the foregoing in order to achieve the CPSs.
	 
	 	 	“System Subscriber” means Active Subscribers and Hotlined Subscribers. Notwithstanding any
contrary terms in the foregoing, “System Subscribers” does not include customers for which
Amdocs does not provide any Included Services and does not include any Disconnected
Subscribers.
	 
	 	 	“Tax Assessment” means all federal, state, or local sales, use, service, excise, gross
receipts, municipal fees, transfer, transaction or similar taxes, fees, withholdings or
surcharges, but excludes: (a) any tax, fee, assessment, or surcharge on either Party’s
corporate existence, status, or income; (b) property taxes, fees, assessment, or surcharges;
(c) any corporate franchise tax, fee, assessment, or surcharge; and (d) taxes, fees,
assessment, and surcharges which are imposed directly on a Party’s gross or retail revenues.




 - 12 - 









 




	 	 	“Termination Date” means the date on which the Term of the Agreement expires without renewal
or, if earlier, the date on which any termination of the Agreement becomes effective.
	 
	 	 	“Termination Notice” means a written notice of termination given in accordance with the
terms set forth in Section 16.
	 
	 	 	“Territory” means *** .
	 
	 	 	“Third Party” means a Person other than MetroPCS, its Affiliates and Designated Entities,
Amdocs and its Affiliates, or any of their respective employees.
	 
	 	 	“Ultimate Parent” means, as to a Party, an entity that, directly or indirectly, through one
or more intermediaries, ultimately controls such Party, where “ultimately controls” means to
own, directly or indirectly, or ultimately control more than fifty percent (50%) of the
voting interests or voting securities of the applicable entity or otherwise to direct or
cause the direction of the management and policies of a Party, whether through ownership of
voting securities or by contract or otherwise; provided, however, that, where one or
more entities ultimately control a Party, only the entity which directly or indirectly
ultimately controls all such entities would be considered the Ultimate Parent;
provided, further that, once such ultimate control ceases to exist, the
affected entity will no longer qualify as an Ultimate Parent for purposes of the Agreement.
	 
	 	 	“VeriSign License Agreement” means that certain License Agreement between MetroPCS, Inc. and
VeriSign dated July 11, 2001, as the same may have been amended and/or supplemented from
time to time.
	 
	1.3	 	Additional Definitions. In addition to the terms defined in Section 1.2, the following terms
are defined in the following Sections:




	 	 	 	 	 
	Defined Term	 	Section	 
	Amdocs Cap
	 	 	17.6	 
	Approved Countries
	 	 	20.6.2	 
	Auditors
	 	 	13	 
	Audits
	 	 	13.1.2	 
	Authorized Subcontractor
	 	 	20.6.2	 
	Certification
	 	 	4.4.3	(d)(i)
	Control Objectives
	 	 	13.2	 
	Corrective Plan
	 	 	13.2.3	 
	***
	 	 	***	 
	Defense
	 	 	18.3	(c)
	Deployment Use
	 	 	4.4.3	(b)(ii)
	Deployment Use Period
	 	 	4.4.3	(b)(ii)
	Disaster Recovery Plan/DRP
	 	 	2.3.3	(a)
	Disclosing Party
	 	 	14.4	 
	Effective Date
	 	Introduction	 
	Election Notice
	 	 	18.3	(a)
	Enhancement Request
	 	 	2.5.2	 
	Enhancement Response
	 	 	2.5.2	 
	Events of Default
	 	 	16.4	 
	Excused Delay
	 	 	4.1.2	 
	Force Majeure Event
	 	 	19.1	 
	***
	 	 	***	 
	Frustration Event
	 	 	16.3.2	 
	Good Reason
	 	 	16.5	 
	Implementation and Migration
	 	 	 	 
	Services
	 	 	2.2	 
	Included Services
	 	 	2.4	 
	Indemnitee
	 	 	18.1	 
	Indemnitor
	 	 	18.1	 
	Industry Standards
	 	 	11.2	(a)
	Initial Term
	 	 	16.1	 




 - 13 - 








 





	 	 	 	 	 
	Defined Term	 	Section	 
	Initial Term Commencement Date
	 	 	16.1	 
	Key Personnel
	 	 	6.2.1	 
	Liabilities
	 	 	18.1	 
	Material Adverse Effect
	 	 	11.1	(a)
	MetroPCS Cap
	 	 	17.6	 
	MetroPCS Enhancements
	 	 	8.4	 
	MetroPCS-Owned Deliverables
	 	 	15.2	 
	NDA
	 	 	14.1	 
	New Functionality
	 	 	8.5.2	 
	Non-Compliant Party
	 	 	11.4	(a)
	Outsourcing Services
	 	 	2.3.1	 
	Payee
	 	 	12.6.1	(a)
	Payer
	 	 	12.6.1	 
	Personal Information
	 	 	14.9	 
	Platform Use
	 	 	4.4.3	(b)(i)
	Platform Use Period
	 	 	4.4.3	(b)(i)
	PMO
	 	 	9.2.1	 
	Pre-Existing Works
	 	 	15.1	 
	Pre-Live Testing
	 	 	4.4.3	(a)
	Pre-Paid Solution
	 	 	11.2	(f)
	Progress Report
	 	 	4.1.3	 
	Project Manager
	 	 	9.3.1	 
	Project Plan
	 	 	4.1.1	 
	Records
	 	 	13.2.2	 
	Receiving Party
	 	 	14.4	 
	Renewal Term
	 	 	16.1	 
	Recruiting Party
	 	 	6.6	 
	Security Incident
	 	 	14.9	 
	SOX Deficiencies
	 	 	13.2.3	 
	Standard
	 	 	4.3	 
	Steering Committee
	 	 	9.1.1	 
	System Acceptance
	 	 	4.4.3	(d)(ii)
	System Platform
	 	 	4.4.3	(b)(i)
	System Procedures Manual
	 	 	2.3.4	 
	Tax(es)
	 	 	12.8.1	 
	Term
	 	 	16.1	 
	Termination Assistance
	 	 	16.10	 
	Termination Assistance Period
	 	 	16.10	 
	Termination Conversion Date
	 	 	16.6	 
	Termination Fee
	 	 	16.6	 
	Test Materials
	 	 	4.4.2	 
	Test Plan
	 	 	4.4.2	 
	Testing Criteria
	 	 	4.4.3	(a)
	UAT Plan
	 	 	4.4.2	 
	VeriSign
	 	 	2.4	(a)
	VeriSign System
	 	Whereas Clauses	 







	2.	 	SCOPE OF SERVICES
	 
	2.1	 	General. Amdocs shall perform the Services in accordance with the Agreement, including, but
not limited to, as specified in this Section 2, Section 3, Section 4 and the applicable
Schedules. Amdocs shall also provide any Additional Services specified in Orders entered into
pursuant to the provisions of Section 2.5. Except as provided below in this Agreement, Amdocs
shall provide the System *** that includes *** required to host and deliver the System in
accordance with the Specifications, Product Documentation and the Agreement. Further, based
on MetroPCS’ requirement that *** ; provided, however that in addition to its
own networks and operations, MetroPCS is responsible for providing the equipment and software
listed on Schedule 26, *** .
	 
	2.2	 	Implementation of Amdocs Systems. In accordance with the time frames and other terms set
forth in the Project Plan, ASSL will provide MetroPCS with Services for the customization,
implementation of, and migration to, the System, as specified in Schedule 6 (the
“Implementation and Migration Services”).
	 
	2.3	 	Outsourcing Services.
	 
	2.3.1	 	General. Amdocs will perform hosting, support operations and maintenance and other services
with respect to the Managed Systems, as further described in Schedule 12 (the




 -14- 









 






	 	 	“Outsourcing Services”), commencing on the date user acceptance testing commences under
Section 4.4.3(a).
	 
	2.3.2	 	VeriSign System. If requested by MetroPCS, Amdocs shall provide Additional Services in
respect of the VeriSign System pursuant to an Order to be agreed upon by the Parties.
	 
	2.3.3	 	Disaster Recovery and Disaster Recovery Plan.






	 	(a)	 	As part of the Outsourcing Services, Amdocs is responsible for developing,
implementing and maintaining a plan for the ongoing Outsourcing Services in the event
of a Disaster (the “Disaster Recovery Plan” or “DRP”). The DRP is a documentary
Deliverable the initial version of which is attached as Schedule 13-B. The DRP
is and shall continue to be designed to interact with MetroPCS’ overall business
continuity plan as communicated by MetroPCS to Amdocs in writing.
	 
	 	(b)	 	Amdocs is responsible for the following activities as set forth in the DRP:






	 	(i)	 	Maintaining sufficient infrastructure for the production
environment(s) of the Managed Systems in order to enable MetroPCS, within the
time frames specified in the Disaster Recovery Plan, to maintain business
operations at the level of operations specified in the Disaster Recovery Plan
using support from Amdocs’ alternate operations center;
	 
	 	(ii)	 	Maintaining current backups of all MetroPCS Data and the
Managed Systems;
	 
	 	(iii)	 	Maintaining methods and procedures required for DRP testing,
as well as detailed instructions for implementing the DRP in the event of a
Disaster;
	 
	 	(iv)	 	Implementing disaster recovery plans and procedures at a
secondary Amdocs Site in accordance with the DRP;
	 
	 	(v)	 	An annual test of the DRP, including, but not limited to,
restoring data from backup media, verification of System operation and testing
access controls; and
	 
	 	(vi)	 	Conducting an annual review of the Disaster Recovery Plan and
proposing to MetroPCS any appropriate updates thereto. Any updates proposed by
Amdocs that are accepted by MetroPCS shall be implemented in accordance with
the Change Management Procedures.





2.3.4 System Procedures Manual.





	 	(a)	 	Development. In accordance with the further terms of this Section,
Amdocs shall develop as a Deliverable and thereafter regularly update a detailed,
MetroPCS-specific system procedures manual that minimally includes the contents
specified below in this Section and in Schedule 13-A (the “System Procedures
Manual”). Amdocs shall deliver the first draft of the System Procedures Manual to
MetroPCS for its review, comments and approval thirty (30) days prior to the start




 -15- 









 






	 	 	 	of user acceptance testing by MetroPCS and shall, with respect to such draft,
incorporate MetroPCS’ comments and suggestions *** . In conjunction with each Major
Release (but at least on an annual basis), Amdocs shall: (i) update the System
Procedures Manual to reflect changes in the operations and procedures described
therein, all of which updates shall be made in a manner that causes them to be
easily identifiable by MetroPCS; (ii) provide to MetroPCS the updated draft of the
System Procedures Manual for MetroPCS’ review, comments and approval; and (iii) with
respect to each such draft, incorporate MetroPCS’ comments and suggestions *** .
Prior to completion of the System Procedures Manual, Amdocs shall provide the
Services in accordance with the standards and procedures generally used by MetroPCS
as of the Signing Date as communicated to Amdocs by MetroPCS in writing.
	 
	 	(b)	 	Contents. Amdocs shall provide the System Procedures Manual to
MetroPCS electronically in a format reasonably acceptable to MetroPCS, along with
instructions regarding the methodology for accessing the same. The System Procedures
Manual shall include a then-current data dictionary for the System and describe, among
other things, the manner in which Amdocs will provide the Services, and identify the
documentation (including, e.g., operations manuals, user guides and end-user support
manuals) that includes further details about such activities, all of which shall be in
accordance with the Agreement. The System Procedures Manual shall in no event be
interpreted as an amendment to the Agreement so as to relieve Amdocs of any of its
performance obligations under the Agreement, but shall be used as one basis for
interpreting the agreed upon method of performance with regard to the matters detailed
therein.
	 
	 	(c)	 	Ownership. The System Procedures Manual shall be owned by Amdocs,
excluding portions thereof that constitute MetroPCS Confidential Information. In
respect of the portions of the System Procedures Manual that are owned by Amdocs, *** .






	2.4	 	Amdocs as Exclusive Supplier. Commencing on *** , MetroPCS shall not utilize any Third Party
to provide *** . Notwithstanding anything contained herein to the contrary:
	 
	 	 	***




 - 16 - 









 




***



 








 







	 
	2.5	 	Additional Services.
	 
	2.5.1	 	General. MetroPCS may, from time-to-time, issue a request to add Additional Services to the
scope of the Agreement. Any Additional Services constitute a Change, and the Parties shall
comply with Section 10.2 with respect to all Changes.
	 
	2.5.2	 	Future Enhancements. In addition to the Enhancements contemplated under Schedule 6,
MetroPCS shall have the right to request that Amdocs develop additional Enhancements in
accordance with the terms and conditions of this Section. If MetroPCS wants Amdocs to create
new Enhancements, MetroPCS shall provide Amdocs with a written notice specifying in reasonable
detail MetroPCS’ desired features and/or functions (“Enhancement Request”). The Enhancement
Request shall specify whether MetroPCS wants Amdocs to provide a cost estimate and/or fixed fee quotation. Within ***
following receipt of an Enhancement Request, Amdocs shall acknowledge that it has received
the Enhancement Request and that appropriate Amdocs representative(s) are working on a
response. Within *** for a simple Enhancement Request and within *** for a complex
Enhancement Request following Amdocs’s receipt of such Enhancement Request, Amdocs shall
provide MetroPCS, at no cost or expense to MetroPCS, a written statement describing in
detail the labor costs (which costs shall be based on rates that do not exceed the Services
Rates), equipment costs, Amdocs Third Party Software license fees or cost (if any) (all of
which shall be Amdocs’ actual cost without markup, unless otherwise mutually agreed, support
and maintenance costs and time frame to complete the Enhancement Request, and such other
terms and conditions required to implement the Enhancement Request (“Enhancement Response”).
If MetroPCS approves the Enhancement Response, the Parties shall enter into an Order,
Statement of Work or other similar document, all of which shall be subject to the terms and
conditions of the Agreement (including, without limitation, those set forth in Section 8.4).
If MetroPCS does not approve the Enhancement Response for any reason, then MetroPCS shall
not be obligated to proceed with such Enhancements, and Amdocs shall continue to perform its
obligations as originally contemplated under the Agreement. Nothing contained in the
Agreement shall restrict or prohibit MetroPCS from creating its own customizations or
software on its side of any interface to the System.






	 
	2.5.3	 	Orders.






	 	(a)	 	Amdocs shall provide Additional Services to MetroPCS through an Order.
	 
	 	(b)	 	Each Order shall be deemed to incorporate: (i) the terms and conditions of the
Agreement (subject to Section 2.5.3(c)); (ii) the Specifications document attached to
such Order, if any; and (iii) any relevant subordinate documents attached to or
referenced in such Order, if any. Each Order may set forth a schedule of Delay Credits
applicable to Amdocs’ failure to timely achieve mutually agreed Critical Milestones,
including development milestones for Enhancements. An Order may not be modified except
as agreed in writing by authorized representatives of MetroPCS and Amdocs as set forth
in Schedule 17.
	 
	 	(c)	 	Except to the extent that an Order expressly supersedes a particular term of
the Agreement as set forth in Section 20.16, terms and conditions agreed by the Parties
in an Order shall apply solely to such Order.
	 
	 	(d)	 	An Order will be binding on the Parties only when executed by authorized
representatives of the Parties as set forth in Schedule 17.






	2.6	 	Incidental Activities. If any incidental activities that are not specifically designated as
Amdocs’ tasks in the Roles and Responsibilities Document or elsewhere in the Agreement are an
inherent part of the Services and are reasonably required for the proper performance or
provision of the Services in accordance with the Agreement and such activities are not
specifically designated as the responsibility of MetroPCS or a Third Party in the Roles and
Responsibilities Document or elsewhere in the Agreement, such incidental activities shall be
deemed to be included within the scope of the Services to be




 - 17 - 









 




	 	 	provided by Amdocs, without any additional charge or cost in excess of the fees and charges
otherwise payable by MetroPCS to Amdocs for such Services under the Agreement.
	 
	2.7	 	Global Services Model. Amdocs agrees that the Managed Systems shall be hosted in the United
States *** , and Amdocs shall not relocate the Managed Systems to a location outside the
United States without the prior written consent of MetroPCS, which may be withheld in
MetroPCS’ sole discretion. However, subject to Legal Requirements, Amdocs may deliver any or
all of the Services using Amdocs Personnel located outside the United States. Currently, the
Amdocs pricing set forth in Schedule 8 is based on ***. In the event of a change in
Legal Requirements that adversely impacts the desirability of having the Services provided by
offshore Amdocs Personnel, upon either Party’s written request, the Parties will cooperatively
explore alternate service models that would minimize or eliminate such adverse impact. In the
event a mutually satisfactory resolution is not achieved within *** after a Party first
requested the exploration of alternate Service models (or such earlier time as may be required
to ensure compliance with applicable Laws), Amdocs thereafter shall perform the Services using
United States-based Amdocs Personnel, and the amounts payable by MetroPCS on an annualized
basis may increase by an amount equal to *** , which amount may not exceed *** . Upon such a
change in Legal Requirements that would lead to an increase in amounts payable by MetroPCS
hereunder, MetroPCS shall have the right to terminate the Agreement with no further liability
to Amdocs by delivering to Amdocs a Termination Notice specifying the Termination Date, and
MetroPCS shall pay to Amdocs (in accordance with the payment terms set forth in Section
16.9(f)) an amount equal to *** . In addition, if any such changed MetroPCS Legal
Requirements requires Amdocs to add additional staffing solely for the purpose of such
regulatory compliance, then upon prior written notice to MetroPCS and MetroPCS’ written
consent that such additional Personnel are necessary, MetroPCS shall *** .
	 
	3.	 	CREDITABLE PERFORMANCE SPECIFICATIONS
	 
	3.1	 	Performance According to Creditable Performance Specifications.
	 
	3.1.1	 	Amdocs will perform the Services in accordance with the CPSs specified in Schedule 11.
	 
	3.1.2	 	Amdocs shall measure and report to MetroPCS its performance results against the CPSs in the
manner specified in Schedule 11.
	 
	***
	 
	***
	 
	***
	 
	3.3	 	Envelope Parameters.
	 
	3.3.1	 	The CPSs are subject to the Envelope Parameters specified in Schedule 5.




 -18- 









 




	3.3.2	 	Any changes in the Envelope Parameters, and any effects of such changes on the CPSs and any
other provisions of the Agreement, are subject to the terms and conditions of Schedule 5.
	 
	4.	 	IMPLEMENTATION OF AMDOCS SYSTEM
	 
	4.1	 	Project Plan.
	 
	4.1.1	 	Project Plan. Attached hereto as Schedule 14 is a detailed implementation and
project plan for the performance of the Implementation and Migration Services, including
documentation of all project milestones (including Critical Milestones) and Deliverables (the
“Project Plan”). The Project Plan may be modified from time to time by written agreement
signed by a vice president of Amdocs and an officer of MetroPCS. The Project Management
Office shall be responsible to maintain and update the Project Plan.
	 
	4.1.2	 	Critical Milestones *** . The Project Plan includes Critical Milestones, and an Order may
include Critical Milestones relating to Additional Services. A Critical Milestone will be
achieved successfully only when the activities, events, Services and/or Deliverables that
comprise such Critical Milestone have occurred and/or have been completed and accepted in
accordance with the terms of the Agreement or the applicable Order. Subject to the further
terms of this Section, if Amdocs is likely to fail to meet a Critical Milestone, then at
MetroPCS’ request and, unless the terms of subsection (d) below apply, at no additional cost
or expense to MetroPCS, Amdocs shall provide that number and type of additional Amdocs
Personnel as are reasonably necessary to timely achieve the Critical Milestone. Provided such
failure was not caused by an Excused Delay, if Amdocs already has failed to meet a Critical
Milestone, then:





	 	(a)	 	at MetroPCS’ option, Amdocs shall provide that number and type of additional
Amdocs Personnel as are reasonably necessary to timely achieve the Critical Milestone,
or complete the Critical Milestone(s) within a re-adjusted time frame established by
the Parties; ***
	 
	 	(b)	 	*** .





	 	 	Notwithstanding the foregoing, if a Critical Milestone has been delayed (each of the events
or circumstances described in the following subsections (c) and (d) constitutes an “Excused
Delay”): (c) under the circumstances described in Section 19.1; or (d) as a result of the
failure of MetroPCS Personnel, for any reason other than a delay caused by Amdocs Personnel,
to perform MetroPCS’ material obligations with respect to such Critical Milestone or
otherwise under the Agreement (including those reflected in the Roles and Responsibilities
Document) or the applicable Order and designated as a MetroPCS obligation, provided that
such failure and its likely impact on Amdocs’ ability to timely achieve the Critical
Milestone was identified by Amdocs in a written notice to MetroPCS within a reasonable
period of time after such failure was known by Amdocs, the Critical Milestone date and any
other subsequent affected Critical Milestone date(s) shall be extended: (i) if the length of
the delay caused by MetroPCS Personnel was, (a) prior to System Acceptance *** or (b)
following System Acceptance *** , on a day-for-



 -19- 








 






	 	 	day basis to account for the period of delay; or (ii) if the length of the delay caused by
MetroPCS Personnel was (c) prior to System Acceptance *** , or (b) following System
Acceptance *** , the Parties will agree upon and document the impact of such delay
(including any additional compensation to Amdocs for such delay and any revisions to the
Project Plan) in accordance with the Change Management Procedures.
	 
	4.1.3	 	Progress Meetings and Reports. Prior to the Initial Term Commencement Date, appropriate
representatives of the Parties shall meet at least weekly to discuss the status of the
Implementation and Migration Services and performance against the Project Plan. At least
three (3) days before each meeting, Amdocs shall create and present to the PMO a detailed
written progress report (“Progress Report”). The Progress Report shall include, among other
things:






	 	(a)	 	a summary in such detail as MetroPCS shall reasonably request of *** ; and
	 
	 	(b)	 	a log of *** .
	 
	 	Amdocs shall identify in all Progress Reports any MetroPCS and/or Third Party delay or other
circumstance known to Amdocs that will or may impact Amdocs’ ability to timely perform its
obligations, including achieving any Critical Milestone by its due date.










	4.2	 	Amdocs’ Roles and Responsibilities. Amdocs will perform all of the tasks designated as
Amdocs’ tasks in the Roles and Responsibilities Document. Amdocs acknowledges that its timely
and proper performance of such tasks is required for MetroPCS’ performance of the tasks
designated as MetroPCS’ tasks in the Roles and Responsibilities Document that are dependent
upon Amdocs’ preceding tasks.
	 
	4.3	 	Deliverables. Each Deliverable prepared by Amdocs shall be in a form, format, and in such
detail as is necessary to: (a) in the case of software Deliverables, including Enhancements,
cause it to *** ; or (b) in the case of documentary Deliverables (e.g., documentation of
Enhancements), considering the purpose of the Deliverable, *** (the applicable standard for
the Deliverable under the foregoing subsections shall constitute the “Standard” for purposes
of this Section). Prior to delivery to MetroPCS, Amdocs shall perform a systematic review of
each software Deliverable, including Enhancements, and shall at the time of delivery to
MetroPCS confirm that the software Deliverable conforms to the Standard that is applicable to
such software Deliverable. Promptly following receipt of the applicable software or
documentary Deliverable, MetroPCS shall review and, in the case of software Deliverables, test
the Deliverable in accordance with the terms set forth in Section 4.4 (with respect to the
software Deliverables that are part of initial System deployment) or in accordance with a
mutually agreed upon test plan. If the Deliverable does not conform to its Standard, MetroPCS
will notify Amdocs of the deficiencies (within the timeframe set forth in the Project Plan or,
if no timeframe is specified, then within thirty (30) days, following receipt of the
applicable Deliverable in the case of documentary Deliverables, and in accordance with the
terms set forth in the applicable test plan in the case of software Deliverables), and Amdocs
will revise the Deliverable and resubmit it to MetroPCS for its review and if a software
Deliverable, testing by MetroPCS. This process of review, testing (where appropriate), and
comment will continue until the Deliverable conforms to its Standard and is accepted by




 - 20 - 









 






	 	 	MetroPCS. Notwithstanding the foregoing, Amdocs acknowledges that MetroPCS’ acceptance of a
software Deliverable may be based on the advice and input of Amdocs. If during the Term, a
software Deliverable is found not to comply with its Specifications, the portions of such
Deliverable for which Amdocs is responsible (or the entire Deliverable, if Amdocs is
responsible for the entire Deliverable) will be corrected promptly by Amdocs at no
additional charge or expense to MetroPCS. If during the Termination Assistance Period, a
software Deliverable is found not to comply with its Specifications resulting in a Priority
1 or Priority 2 incident, the portions of such Deliverable for which Amdocs is responsible
(or the entire Deliverable, if Amdocs is responsible for the entire Deliverable) will be
corrected promptly by Amdocs as part of the Termination Assistance Services *** .
	 
	4.4	 	Specifications and Acceptance Testing.
	 
	4.4.1	 	Specifications. The initial System Specifications are set forth in the attached
Schedule 15. MetroPCS acknowledges that the functional capabilities contemplated by
the Specifications set forth in Schedule 15 may be achieved through configurations,
and/or Enhancements. Additionally, Schedule 15 identifies all initial System release
configurations and/or Enhancements (if any) that may require additional cost or expense to
MetroPCS to develop, support and maintain.
	 
	4.4.2	 	Test Plan and Test Materials. Within the time frame specified in the Project Plan, Amdocs
shall be responsible for developing a detailed System test plan (the “Test Plan”) for testing
the System. Concurrently with the development of the Test Plan, Amdocs shall identify and
provide to MetroPCS all *** that will be used by Amdocs to conduct its System testing
(together with the Test Plan, collectively, the “Test Materials”), all of which shall be
specifically tailored to the System as reflected in the Agreement and/or the Specifications.
The Test Materials constitute a documentary Deliverable and are subject to the terms of
Section 4.3. In addition, Amdocs will incorporate into its System testing procedures the user
acceptance test cases provided by MetroPCS that reflect MetroPCS’ business requirements. As
between Amdocs and MetroPCS, MetroPCS shall be responsible for developing a detailed user
acceptance test plan (the “UAT Plan”) for testing the System, together with the related ***
that will be used by MetroPCS in conducting user acceptance testing.
	 
	4.4.3	 	System Testing. Testing of the System will include testing to be conducted by each of
Amdocs and MetroPCS, as further described in this Section 4.4, as well as full end-to-end
testing of the System. During Test Plan development, MetroPCS, with Amdocs’ assistance, will
develop the criteria for commencing and concluding both Pre-Live Testing and Deployment Use
(“entrance” and “exit” criteria). Further, MetroPCS shall have the right to modify or amend
the scope, methodologies and procedures for Pre-Live Testing and Deployment Use and for
executing System testing for items for which MetroPCS is responsible as described herein if
reasonably necessary to test the System. Amdocs shall provide to MetroPCS copies (in written
and electronic formats) of all test results generated by Amdocs during its performance of any
testing processes and procedures, including the Test Plan. Amdocs shall document test results
and produce testing metrics in a clear, intuitive, comparable format based on the testing
processes




 - 21 - 









 






	 	 	defined in the Test Plan. In addition, MetroPCS shall provide to Amdocs copies (in written
and electronic formats) of the test result metrics generated by MetroPCS during its
performance of any testing processes and procedures, including the UAT Plan.






	 	(a)	 	Pre-Live Testing. Pre-live testing of the System (“Pre-Live Testing”)
shall be performed jointly by the Parties in accordance with the responsibilities
allocated to each Party in the Agreement (including in Schedule 6, in the Roles
and Responsibilities Document, in the Project Plan, in the Test Plan and/or in the UAT
Plan), and shall continue for the periods of time set forth in the Project Plan, the
Test Plan and/or the UAT Plan. Pre-Live Testing shall test and validate, as against
the Specifications, Product Documentation and CPSs:
	 
	 	 	 	***
	 
	 	 	 	***
	 
	 	 	 	***
	 
	 	 	 	***
	 
	 	 	 	***
	 
	 	 	 	***
	 
	 	 	 	***
	 
	 	 	 	all to verify and confirm that the System: (ix) conforms in all material respects to
the applicable Specifications *** ; and (x) performs in all material respects in
accordance with the CPSs *** (the requirements specified in the foregoing
subsections (ix) and (x) constitute the “Testing Criteria”). *** (xi) Amdocs will
be responsible for timely correcting any identified failures of the System to comply
with the Testing Criteria that are discovered during the testing process; and (xii)
MetroPCS will be responsible for timely correcting any issues on MetroPCS’ side of
any interface to the System that are discovered during the testing process.
	 
	 	 	 	Prior to completion of Pre-Live Testing, Amdocs shall provide to MetroPCS
documentation for all configurations, Enhancements and interfaces developed or
created by Amdocs (and such documentation shall constitute a Deliverable for
purposes of the Agreement) for the System.
	 
	 	 	 	Amdocs shall provide MetroPCS with written notice that it has met all of its
Pre-Live Testing exit criteria once the following conditions have been satisfied in
full: (xiii) *** ; and (xiv) all documentation for all configurations, Enhancements
and other Deliverables, including interfaces developed or created by Amdocs, have
been provided to MetroPCS. If MetroPCS disagrees with Amdocs’ notice, MetroPCS
shall provide written notice to Amdocs detailing the basis for such disagreement,
and the Parties shall meet to review the areas of non-compliance. Once the Parties
agree that Amdocs has satisfied its Pre-Live Testing exit criteria, the System shall
be ready for user acceptance testing by MetroPCS. MetroPCS shall conduct its
portions of Pre-Live Testing in accordance with the UAT Plan and provide Amdocs with
written notice once the Testing Criteria have been satisfied *** . Once the Parties
agree that the Pre-Live Testing exit criteria have been satisfied, the System shall
be ready for Deployment Use in accordance with Section 4.4.3(b).
	 
	 	(b)	 	Platform Use and Full Deployment Use. Following successful completion
of Pre-Live Testing, MetroPCS will conduct the additional testing described in this
subsection (b).










 -22- 









 












	 	(i)	 	In respect of each of the pre-paid platform and mediation
platform that will be provided by Amdocs as part of the System (each, a “System
Platform”), MetroPCS shall have the right to deploy the System Platform in
production in respect of *** MetroPCS markets *** (for each System Platform,
“Platform Use”). Unless otherwise mutually agreed, the Platform Use period for
each System Platform shall continue for *** (for each System Platform, the
“Platform Use Period”). If any failures of a System Platform to comply with
the Testing Criteria are discovered during the Platform Use Period for such
System Platform, MetroPCS shall report such failures to Amdocs, and Amdocs
promptly shall correct such failures and, in respect of Priority 1 Incidents
and Priority 2 Incidents, provide MetroPCS with a written explanation for such
failure with a root cause analysis. MetroPCS shall have *** to verify any
correction provided by Amdocs for a Priority 1 Incident, and *** to verify any
correction provided by Amdocs for a Priority 2 Incident, and, if necessary, the
Platform Use Period shall be extended accordingly. Subject to the terms of
Section 4.4.3(d), the process described in this Section 4.4.3(b)(i) shall
repeat as often as necessary for each System Platform until all failures to
comply with the Testing Criteria for such System Platform that have been
identified during the Platform Use Period for such System Platform have been
corrected by Amdocs (or the Parties have agreed in writing that any of such
failures will be corrected at a later date as described in Section 4.5), *** .
When all failures to comply with the Testing Criteria that have been identified
during the Platform Use Period for a System Platform have been corrected by
Amdocs (or the Parties have agreed in writing that any of such failures will be
corrected at a later date as described in Section 4.5) *** , Amdocs shall
provide MetroPCS with written notice that it has met all System Platform Use
exit criteria for such System Platform. If MetroPCS disagrees with the notice,
MetroPCS shall provide written notice to Amdocs detailing the basis for such
disagreement, and the Parties shall meet to review the areas of non-compliance.
	 
	 	(ii)	 	Following successful completion of Pre-Live Testing and
Platform Use of the pre-paid System Platform and Pre-Live Testing of the System
as a whole (including each System Platform), MetroPCS will fully deploy the
System (including, without limitation, each System Platform and all other
software and hardware which comprise the System, in production in respect of
one (1) or more MetroPCS markets as determined by MetroPCS in its sole
discretion (“Deployment Use”). Unless otherwise mutually agreed, the
Deployment Use period shall continue for *** (“Deployment Use Period”). If any
failures of the System to comply with the Testing Criteria are discovered
during the Deployment Use Period, MetroPCS shall report such failures to
Amdocs, and Amdocs promptly shall correct such failures and, in respect of
Priority 1 Incidents and Priority 2 Incidents, provide MetroPCS with a written
explanation for such failure with a root cause analysis. MetroPCS shall have
*** to verify any correction provided by Amdocs for a Priority 1 Incident, and
*** to verify any correction provided by Amdocs for a Priority 2 Incident, and,
if necessary, the




 -23- 









 






	 	 	 	Deployment Use Period shall be extended accordingly. Subject to the terms of
Section 4.4.3(d), the process described in this Section 4.4.3(b) shall repeat
as often as necessary until all failures to comply with the Testing Criteria
that have been identified during the Deployment Use Period have been
corrected by Amdocs (or the Parties have agreed in writing that any of such
failures will be corrected at a later date as described in Section 4.5), ***
        . When all failures to comply with the Testing Criteria that have been
identified during Deployment Use have been corrected by Amdocs (or the
Parties have agreed in writing that any of such failures will be corrected at
a later date as described in Section 4.5) *** , Amdocs shall provide MetroPCS
with written notice that it has met all Deployment Use exit criteria. If
MetroPCS disagrees with the notice, MetroPCS shall provide written notice to
Amdocs detailing the basis for such disagreement, and the Parties shall meet
to review the areas of non-compliance.






	 	(c)	 	Suspension of Testing. Notwithstanding anything contained herein to
the contrary, MetroPCS shall have the right in its sole discretion to suspend its
portions of Pre-Live Testing, Platform Use and/or Deployment Use at any time if, in
MetroPCS’ reasonable judgment, the number or magnitude of issues identified during the
testing process warrants suspension, and the time periods for conducting such testing
shall be extended on a day-for-day basis to account for the period of suspension. If
such suspension will continue for *** , the Parties will agree upon and document the
impact of such delay in accordance with the Change Management Procedures.
	 
	 	(d)	 	Certification and System Acceptance.






	 	(i)	 	The following conditions are required for a System Platform to
achieve “Certification”: (A) the System Platform has successfully met the exit
criteria as described in Sections 4.4.3(a) and 4.4.3(b)(i); (B) Amdocs has
provided to MetroPCS all documentation for the configurations, Enhancements and
other Deliverables relating to the System Platform, including interfaces
developed or created by Amdocs; and (C) the Chief Information Officer of
MetroPCS, or his designee, has provided written confirmation that the
conditions specified in subsections (A) and (B) have been satisfied. If the
requirements of subsections (A) and (B) are satisfied, the Chief Information
Officer of MetroPCS, or his designee, shall promptly provide the written
confirmation required in subsection (C). If Amdocs believes Certification has
occurred, and that MetroPCS is wrongfully withholding its confirmation, Amdocs
shall send a written notice to MetroPCS stating that it believes Certification
has occurred. If MetroPCS does not dispute the written notice by Amdocs ***
from the date of MetroPCS’ receipt of Amdocs’ notice, then Certification of the
applicable System Platform shall be deemed to have occurred as of the date the
System Platform met the exit criteria described in Sections 4.4.3(a) and
4.4.3(b)(i). If MetroPCS disputes Amdocs’ written notice ***, the matter shall
be referred to the escalation procedures set forth in




 -24- 









 






	 	 	 	Section 20.4.2. Notwithstanding the above, if MetroPCS migrates additional
subscribers to the System Platform beyond the initial market(s) or adds
additional markets to the System Platform beyond the initial market(s), then
Certification of that System Platform will be deemed to have occurred as of
the date the applicable event occurred.
	 
	 	(ii)	 	The following conditions are required for the System to achieve
“System Acceptance”: (A) the System has successfully met the exit criteria as
described in Sections 4.4.3(a) and 4.4.3(b); (B) Amdocs has provided to
MetroPCS all documentation for the configurations, Enhancements and other
Deliverables, including interfaces developed or created by Amdocs; and (C) the
Chief Information Officer of MetroPCS, or his designee, has provided written
confirmation that the conditions specified in subsections (A) and (B) have been
satisfied. If the requirements of subsections (A) and (B) above are satisfied,
the Chief Information Officer of MetroPCS, or his designee, shall promptly
provide the written confirmation required in subsection (C). If Amdocs
believes System Acceptance has occurred, and that MetroPCS is wrongfully
withholding its confirmation, Amdocs shall send a written notice to MetroPCS
stating that it believes System Acceptance has occurred. If MetroPCS does not
dispute the written notice by Amdocs *** from the date of MetroPCS’ receipt of
Amdocs’ notice, then System Acceptance shall be deemed to have occurred as of
the date the System met the exit criteria described in Sections 4.4.3(a) and
4.4.3(b). If MetroPCS disputes Amdocs’ written notice *** , the matter shall
be referred to the escalation procedures set forth in Section 20.4.2.
Notwithstanding the above, if MetroPCS migrates additional subscribers to the
System beyond the initial market(s) or adds additional markets to the System
beyond the initial market(s), then System Acceptance will be deemed to have
occurred as of the date the applicable event occurred. Except as provided
above, nothing else, including MetroPCS’ use of the System, or any component
thereof, in a live, production environment, shall constitute System Acceptance
and/or constitute or result in “acceptance” of the System under general
contract law, the Uniform Commercial Code of New York or any other Law.






	 	(e)	 	Delay Relating to System Acceptance. In the event System Acceptance is
delayed beyond the applicable dates set forth in Section 3(a) of Schedule 8,
*** .






	4.5	 	Correction of Unresolved Deficiencies. Notwithstanding anything contained herein to the
contrary, in accordance with its warranty and/or other Services obligations hereunder, Amdocs
shall timely correct any failures of the System to conform to, or operate in accordance with,
the Specifications, Product Documentation and/or CPSs that are identified, but not resolved,
during Pre-Live Testing and/or Deployment Use testing.
	 
	4.6	 	Post-System Acceptance Testing. Each additional MetroPCS market (or group of markets) that
is migrated from MetroPCS’ current systems (including the Legacy Systems) to the System
following System Acceptance and each Enhancement that is developed following System
Acceptance, and each Release that is made available to




 -25- 









 






	 	 	MetroPCS following System Acceptance, will be subject to the testing procedures and
requirements set forth in a mutually agreed upon test plan for such migration, Enhancement
or Release.
	 
	4.7	 	Other Sections. For avoidance of doubt, the obligations specified in this Section 4 are in
addition to Amdocs’ other obligations specified in the Agreement and any Orders to be placed
by MetroPCS hereunder.
	 
	4.8	 	Viruses and Disabling Code. If Amdocs introduces a Disabling Code or Device into the System
or any system of MetroPCS, its Affiliates, Designated Entities or Authorized Users or
otherwise causes through an act or omission the loss or corruption of data or programming, at
its sole cost and expense and in addition to any other rights of MetroPCS, Amdocs shall, as
applicable: (a) take all steps necessary to test for the presence of Disabling Codes or
Devices; (b) furnish to MetroPCS a new copy of any affected software without the presence of
Disabling Codes or Devices; (c) install and implement such new copy of the affected software
for and on behalf of MetroPCS; and (d) restore, with MetroPCS’ assistance as necessary, any
and all data and programming lost by MetroPCS as a result of such Disabling Code or Device,
and such restoration shall include, if needed, technical assistance to extract data from
corrupted data files, restoration of backup media, data log analysis, and the like. If Amdocs
introduces a Disabling Code or Device into any system of MetroPCS, its Affiliates, Designated
Entities or Authorized Users as a result of Amdocs’ breach of its obligations under Section
11.2(g), *** . If any such Disabling Code or Device is introduced into the System by MetroPCS
as a result of MetroPCS failing to exercise commercially reasonable efforts, but in any event
at least those efforts required by Industry Standards, to avoid introducing into the System
any such Disabling Code or Device, then *** .
	 
	5.	 	SERVICES LOCATIONS
	 
	5.1	 	Locations.
	 
	5.1.1	 	Services will be provided by Amdocs at or from the Amdocs Sites.
	 
	5.1.2	 	Notwithstanding anything to the contrary in the Agreement, Amdocs will perform the Services
at the MetroPCS Sites to the extent required in order to provide the Services in accordance
with Amdocs’ obligations under the Agreement. MetroPCS shall provide Amdocs with reasonable
access to the MetroPCS Sites as necessary for Amdocs to perform the Services under the
Agreement.
	 
	5.1.3	 	Upon request, and subject to Amdocs’ approval which shall not be unreasonably withheld,
conditioned or delayed, MetroPCS may locate MetroPCS Personnel at, and use, the Amdocs Sites
to receive and/or monitor the Services under the Agreement.
	 
	5.2	 	Compliance with Site Policies.
	 
	5.2.1	 	While providing any Services at any MetroPCS Site, Amdocs Personnel shall comply with the
operational, safety, physical security and other standards, policies, requirements




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	 	 	and procedures then in effect at the MetroPCS Sites that have been provided to Amdocs from
time to time in writing. Amdocs shall give MetroPCS prior written notice any time Amdocs
performs or is required to perform Services at a MetroPCS Site.
	 
	5.2.2	 	Without limiting Amdocs’ obligations under this Section 5.2 or otherwise, the Amdocs
Personnel shall take all reasonable precautions to avoid injury and property damage at the
MetroPCS Sites. Amdocs promptly shall report in writing to MetroPCS any injury to Amdocs
Personnel or injury or property damage caused by Amdocs Personnel at a MetroPCS Site.
	 
	5.2.3	 	The MetroPCS Personnel that use the Amdocs Sites to receive and/or monitor Services under
the Agreement shall comply with and adhere to operational, safety, physical security and other
standards, policies, requirements and procedures then in effect and applicable to such Amdocs
Sites that have been provided to MetroPCS from time to time in writing.
	 
	5.2.4	 	Each Party shall notify the other in writing if its Personnel become aware of safety or
security issues at the other Party’s Site.
	 
	5.2.5	 	Without limiting MetroPCS’ obligations under this Section 5.2 or otherwise, the MetroPCS
Personnel shall take all reasonable precautions to avoid injury and property damage at the
Amdocs Sites. MetroPCS promptly shall report in writing to Amdocs any injury to MetroPCS
Personnel or injury or property damage caused by MetroPCS Personnel at an Amdocs Site.
	 
	6.	 	PERSONNEL
	 
	6.1	 	Number of Amdocs Personnel. Amdocs shall assign sufficient numbers of knowledgeable,
professional and qualified Amdocs Personnel to provide the Services in accordance with the
terms and conditions of the Agreement (and, in the case of Additional Services, any additional
terms and conditions set forth in the applicable Order).
	 
	6.2	 	Amdocs Personnel and Authorized Subcontractor Personnel.
	 
	6.2.1	 	Key Personnel.






	 	(a)	 	General. The *** Amdocs Personnel designated as such by the Parties in
writing including, without limitation, in Schedule 16 and/or in an Order, shall
constitute “Key Personnel”. *** . In no event shall Amdocs propose any person who
does not have the necessary qualifications to fulfill the Key Personnel role proposed
or who *** . If MetroPCS approves the individual *** , then Amdocs promptly thereafter
will appoint such person to fill the applicable Key Personnel position. If MetroPCS
reasonably objects to an individual proposed to fill any Key Personnel position,
MetroPCS shall so notify Amdocs in writing, and the Parties will attempt to resolve
MetroPCS’ concerns in a mutually acceptable manner. If the Parties are unable to
address those concerns within a reasonable period of




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	 	 	 	time *** , Amdocs shall not *** promptly shall propose another person meeting the
requirements of this Section 6, in which event the Parties shall again comply with
the provisions of this subsection (a) until the position is filled.
	 
	 	(b)	 	Removal/Replacement of Key Personnel by Amdocs. Without MetroPCS’
prior written consent, Amdocs shall not remove any Key Personnel from performance of
Amdocs’ duties under the Agreement, except in cases involving: (i) employment
terminations; (ii) removal at MetroPCS’ written request in accordance with Section
6.2.2 below; (iii) inability to work due to death, disability or injury (in each case
as determined by Amdocs in accordance with its policies); or (iv) provided MetroPCS is
given *** prior written notice thereof, the Key Personnel voluntarily decides to leave
his/her position with Amdocs or one of its Affiliates in order to assume a different
job position with Amdocs or one of its Affiliates. If Amdocs knows in advance that any
person serving as Key Personnel will cease performing his/her normal job function due
to a circumstance described in subsection (i) or (iii) above and Amdocs is not legally
prohibited from providing notice of such circumstance to MetroPCS, Amdocs will provide
written notice to MetroPCS of such circumstance as far in advance as is reasonably
possible, but in any event within the timeframes required under this Section. Within
*** of any such removal of any Key Personnel (whether or not MetroPCS’ consent is
required for such removal), Amdocs shall temporarily replace such person with another
person of suitable qualifications and ability. Amdocs shall thereafter, as soon as
reasonably practicable but not to exceed *** , propose a permanent replacement for such
person in accordance with Section 6.2.1(a) above.
	 
	 	(c)	 	Assignment to MetroPCS Competitors. Without MetroPCS’ prior written
consent in each instance, which consent shall not be unreasonably withheld, *** ,
Amdocs shall not allow *** , at the time *** .
	 
	 	(d)	 	Transition. If: (i) Amdocs is obligated to replace any Key Personnel
as provided in Section 6.2.2; or (ii) Amdocs wants to remove any of the Key Personnel,
and either MetroPCS consents to such removal, or MetroPCS’ consent to such removal is
not required as provided in Section 6.2.1(b) above, then: (A) the terms of Section
6.2.1(a) above with respect to the assignment of Key Personnel shall apply; (B) the
proposed permanent replacement personnel shall be “qualified,” meaning that the
proposed replacement Key Personnel shall possess the requisite experience, education,
background and training as necessary to fulfill the responsibilities of the position
and shall have passed the requisite background check; and (C) to the extent reasonably
necessary and practicable, the replacement Key Personnel shall work with the replaced
Key Personnel during a mutually agreed transition period, the duration of which shall
be determined based on the duties and responsibilities of the Key Personnel to be
replaced, and all costs and expenses associated with educating and training the
replacement Key Personnel *** . In addition, provided the replaced Key Personnel
remains employed by Amdocs, such individual shall continue to be available to MetroPCS




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	 	 	 	and Amdocs by telephone to answer any project-related questions for a reasonable
period of time.






	6.2.2	 	Removal of Amdocs Personnel By MetroPCS. Notwithstanding anything contained in the
Agreement to the contrary, if MetroPCS reasonably objects to the continued assignment of any
Amdocs Personnel (including, without limitation, Key Personnel) to perform Amdocs’ obligations
under the Agreement, then MetroPCS shall so notify Amdocs in writing. Unless the nature of
MetroPCS’ objections warrants immediate removal (e.g., a safety or security policy has been
violated), in which case Amdocs immediately will remove the affected Amdocs Personnel,
MetroPCS shall allow Amdocs a meaningful opportunity *** to investigate the underlying facts
supporting MetroPCS’ removal request, discuss the findings of Amdocs’ investigation with
MetroPCS, and recommend corrective actions aimed at eliminating MetroPCS’ objections.
However, unless MetroPCS withdraws its request for removal in writing, Amdocs shall remove the
affected Amdocs Personnel and promptly *** , replace any removed Amdocs Personnel with other
qualified Amdocs Personnel. If requested to do so by MetroPCS, Amdocs shall immediately
remove the affected Amdocs Personnel from providing Services to MetroPCS pending completion of
Amdocs’ investigation and discussions with MetroPCS.
	 
	6.3	 	Substance Abuse. Without limiting Amdocs’ obligations in Section 5.2, this Section 6 or
otherwise in the Agreement, and except to the extent prohibited by applicable governing Laws,
Amdocs agrees to immediately remove and replace any Amdocs Personnel who is engaging in
substance abuse while at a MetroPCS Site or while performing Services or is impaired while
performing Services. Subject to MetroPCS’ right to request an immediate removal of Amdocs
Personnel as set forth in Section 6.2.2 above, in the case of reasonable suspicion of
substance abuse, such removal and replacement shall occur pending completion of the applicable
investigation, which shall be completed within thirty (30) days following such reasonable
suspicion. Substance abuse includes the sale, attempted sale, possession or use of illegal
drugs or drug paraphernalia or the misuse of prescription or non-prescription drugs, or, to
the extent not permitted at the MetroPCS Sites, the use of alcohol. Amdocs promptly shall
notify MetroPCS in writing of any suspicion that any Amdocs Personnel are engaged in substance
abuse.
	 
	6.4	 	Background Checks. To the extent permitted by Law, Amdocs shall conduct a background check
on all Amdocs Personnel, *** , and review the results of the background check of each such
person to verify that the person meets Amdocs’ standards for hiring of employees or
contracting for contractors before granting to any such person access to any MetroPCS Site,
any MetroPCS Confidential Information and/or the System. Such background checks shall be in
the forms generally used by Amdocs in its initial hiring of employees or contracting for
contractors (including Authorized Subcontractors and/or agents) and, with respect to each
jurisdiction identified in Schedule 25, shall encompass the information set forth
therein with respect to the applicable jurisdiction. In addition, Amdocs shall require each
Amdocs Personnel to annually provide a certification in form and substance as set out in
Schedule 25. Amdocs shall not allow Amdocs Personnel who are employed in countries
other than *** to access any MetroPCS Site, any MetroPCS Confidential Information or the
System without first disclosing to MetroPCS the scope of the background checks conducted by
Amdocs in




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	 	 	respect of such Amdocs Personnel in such countries and obtaining MetroPCS’ consent to such
access. In addition to the foregoing, at its sole cost and expenses (which expenses, if
incurred directly by Amdocs, shall be passed through to MetroPCS at actual cost without
mark-up), MetroPCS reserves the right to require Amdocs to augment its background check and
screening procedures to comply with any MetroPCS policies adopted from time-to-time by
MetroPCS as applied to its contractors generally.
	 
	6.5	 	Responsibility for Personnel. All Personnel of a Party shall not be deemed a joint or shared
employee of or with the other Party. As between the Parties, each Party shall be responsible
for the management, direction, control, supervision and compensation of its own Personnel.
	 
	6.6	 	Non-Solicitation. *** (a) without the prior written consent of MetroPCS, Amdocs will not
solicit for employment, directly or indirectly, any employees of MetroPCS or its Affiliates;
and (b) without the prior written consent of Amdocs, MetroPCS will not solicit for employment,
directly or indirectly, any person that is directly involved in the performance of Amdocs’
obligations under the Agreement if such person is employed by Amdocs or one of its Affiliates
that constitutes an Authorized Subcontractor. Notwithstanding any of the foregoing, *** .
This provision shall not operate or be construed to prevent or limit any employee’s right to
practice his or her profession or to utilize his or her skills for another employer or to
restrict any employee’s freedom of movement or association.
	 
	7.	 	METROPCS’ OBLIGATIONS
	 
	7.1	 	MetroPCS’ Roles and Responsibilities. MetroPCS will perform all of the tasks designated as
MetroPCS’ tasks in the Roles and Responsibilities Document; provided, however,
that MetroPCS’ failure to do so shall not constitute a breach of the Agreement by MetroPCS or
result in a MetroPCS Event of Default. Rather, MetroPCS acknowledges that its timely and
proper performance of such tasks is required for Amdocs’ performance of the tasks designated
as Amdocs’ tasks in the Roles and Responsibilities Document that are dependent upon MetroPCS’
preceding tasks and any failure to perform such tasks may delay performance of the Services
and give rise to an Excused Delay. The impact of such delay, including any compensation to
Amdocs for any increased costs engendered by such delay, shall be addressed as provided in
those terms set forth in Section 4.1.2 respecting delays caused by MetroPCS Personnel.
	 
	7.2	 	Compliance with Plans. MetroPCS will comply with the schedules and perform the activities
designated as MetroPCS’ assigned tasks in the Project Plan, DRP, and any other plans and
schedules agreed by the Parties; provided, however, that MetroPCS’ failure to
do so shall not constitute a breach of the Agreement by MetroPCS nor shall such failure
constitute a MetroPCS Event of Default. Rather, MetroPCS acknowledges that its timely and
proper performance of such tasks is required for Amdocs’ performance of its tasks that are
dependent upon MetroPCS’ preceding tasks and any failure to perform such tasks may delay
performance of the Services and give rise to an Excused Delay. The impact of such delay,
including any compensation to Amdocs for any increased costs engendered by such delay, shall
be addressed as provided in those terms set forth in Section 4.1.2 respecting delays caused by
MetroPCS Personnel.




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	7.3	 	Acceptance Testing. As part of MetroPCS’ roles and responsibilities, MetroPCS will have the
System acceptance testing responsibilities described in Section 4.4.
	 
	7.4	 	Use of MetroPCS Facilities.
	 
	7.4.1	 	Upon written request and *** MetroPCS shall provide Amdocs with reasonably necessary and
suitable office space, office furnishings, utilities (including air conditioning),
office-related equipment (excluding computers), supplies, duplicating services, premises
security services, reasonable access to and use of MetroPCS’ voice and data telecommunications
equipment and telecommunications lines (which shall only include local and toll charges in the
continental United States; Amdocs shall be responsible for any and all toll charges outside
the continental United States), including printers, terminals, and cabling and data lines
connected to Amdocs’ Sites for Amdocs Personnel at the MetroPCS Sites as Amdocs reasonably
requires for purposes of Amdocs’ performance of the Services, consistent with those that
MetroPCS provides for its own Personnel; provided, however, that Amdocs
Personnel shall abide by all security policies and requirements in effect at or in respect of
the MetroPCS Sites and communicated by MetroPCS to Amdocs. MetroPCS will enable Amdocs to
access and use such facilities set aside for Amdocs Personnel’s use twenty-four (24) hours a
day, seven (7) days a week;. Such access shall be in effect during the Term and during any
Termination Assistance Period (if necessary to provide Termination Assistance).
	 
	7.4.2	 	All internal communications of Amdocs Personnel on MetroPCS’ e-mail/telephone/fax systems
will be considered Amdocs’ private, confidential and proprietary information so long as Amdocs
takes reasonable precautions to maintain such communications as private; provided,
however, that subject to the terms of Section 14.3, MetroPCS shall be entitled to
undertake industry-standard monitoring of such communications.
	 
	7.5	 	Right To Use. The Right to Use (if any) in respect of the Legacy Systems is set forth in
Schedule 7. The Right to Use (if any) in respect of MetroPCS Equipment, MetroPCS
Owned Software and/or MetroPCS Third Party Software is set forth in Schedule 26.
	 
	7.6	 	Physical Security. MetroPCS is responsible for the physical security of the MetroPCS Sites;
provided, however, that Amdocs Personnel shall abide by all security rules,
policies and regulations promulgated by MetroPCS in writing.
	 
	7.7	 	Access to Personnel. MetroPCS shall provide Amdocs with reasonable access to the MetroPCS
Personnel as required for Amdocs to perform the Services.
	 
	7.8	 	Cooperation. MetroPCS acknowledges that Amdocs’ performance hereunder requires information
and cooperation from MetroPCS, and performance of its responsibilities under the Agreement.
Accordingly, MetroPCS shall provide Amdocs with complete, timely and accurate information
regarding MetroPCS’ requirements and all other data and information necessary for performance
by Amdocs.




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	7.9	 	Other Sections. For avoidance of doubt, the obligations specified in Section 7 are in
addition to MetroPCS’ other obligations specified in the Agreement.
	 
	8.	 	LICENSE TO AMDOCS SYSTEMS; AMDOCS THIRD PARTY SOFTWARE
	 
	8.1	 	License Grant.






	 	(a)	 	Subject to the terms of the Agreement and payment of all license fees required
under the terms of the Agreement, Amdocs hereby grants to MetroPCS a perpetual,
non-exclusive, non-transferable (except in connection with an assignment of this
Agreement in accordance with Section 20.6), irrevocable (except as provided in Section
8.1(b)) license for MetroPCS and its Authorized Users to use the Amdocs Systems and
Product Documentation in the Territory for the number of subscribers for whom MetroPCS
has paid the applicable fee, if any. If and when MetroPCS no longer receives
Outsourcing Services from Amdocs, MetroPCS shall have the additional rights to: (i)
make as many copies of the Amdocs Systems and Product Documentation as are reasonably
necessary for production, testing, training and education, development, disaster
readiness and recovery, backup and archival purposes; and (ii) incorporate all or any
portion of the Product Documentation into any technical, training and/or user manuals
developed or maintained by MetroPCS, provided that: (x) all Amdocs and Third Party
proprietary notices are reproduced in connection therewith; and (y) any such
incorporation or use is consistent with MetroPCS’ confidentiality obligations in
respect of the Amdocs Systems.
	 
	 	(b)	 	The license granted to MetroPCS hereunder is irrevocable, except that Amdocs
may terminate MetroPCS’ license effective upon expiration of the Termination Assistance
Period if Amdocs terminated the Agreement because:






	 	(i)	 	MetroPCS failed to pay the amounts required under Section
12.1.1 in accordance with Section 12, or Amdocs terminates the Agreement in
accordance with Section 16.4(b);
	 
	 	(ii)	 	MetroPCS materially breached its confidentiality obligations in
respect of the Amdocs Systems and failed to cure (or make substantial progress
toward curing in the case of material breaches that cannot be cured within the
applicable cure period set forth in Section 16.4, and effectuates the cure
within a reasonable time thereafter (where cure is possible)) such material
breach (whether such material breach was caused by MetroPCS or any Authorized
User), such that an Event of Default occurred; or
	 
	 	(iii)	 	MetroPCS materially breached the license restrictions set
forth in Section 8.1(a) or Section 8.2 and failed to cure (or make substantial
progress toward curing in the case of material breaches that cannot be cured
within the applicable cure period set forth in Section 16.4, and effectuates
the cure within a reasonable time thereafter (where cure is possible)) such




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	 	 	 	material breach (whether such material breach was caused by MetroPCS or any
Authorized User), such that an Event of Default occurred.






	8.2	 	License Restrictions. Except as otherwise permitted hereunder (including under Sections 8.1,
8.2(c) and 14.3) or to the extent permitted under applicable Law, MetroPCS may not, directly
or indirectly, alone or with any other Third Party, with or without consideration:






	 	(a)	 	Distribute, resell, rent, lease, sublicense or loan to any Third Party the
software components of the Amdocs Systems or the Product Documentation, or make such
software components or the Product Documentation available to any Third Party
(including, but not limited to, resellers of MetroPCS’ services) for use in a service
bureau or outsourcing arrangement or for any similar commercial, time-sharing, data
processing or Third Party use; and/or
	 
	 	(b)	 	Disassemble, reverse engineer, decompile or modify the software components of
the Amdocs Systems or in any other manner decode such software or create derivative
works or make any enhancements, adaptations or translations of such software;
provided, however, that in no event shall MetroPCS be prohibited from
making or allowing to be made user customizations or configurations allowed by the
Amdocs Systems. All information necessary to achieve interoperability of the System
with other software programs in accordance with Section 50B of the Copyright, Designs
and Patents Act of 1988, as amended (or other equivalent provisions of applicable Law)
is available from Amdocs upon request; provided, however, that ***
Amdocs shall deliver to MetroPCS all available APIs for the Amdocs Systems and the
Amdocs-Provided Third Party Software, all of which shall be appropriately documented in
the Product Documentation. With the exception of APIs, Amdocs shall have the right to
impose reasonable conditions and request information needed for Amdocs to be able to
respond to MetroPCS’ requests *** for providing the appropriate information. Amdocs
shall timely respond to all of MetroPCS’ information requests under this Section.
	 
	 	(c)	 	Notwithstanding any contrary terms that may be contained in the Agreement, but
subject to the further terms of this paragraph, MetroPCS shall have the right to allow
any governmental authority lawfully requesting the same to access and/or use the
System, provided MetroPCS: (a) promptly shall notify Amdocs of each such request, and
Amdocs reserves the right to seek to obtain a protective order or other available
remedies in respect of such requests; (b) shall permit access and/or use of the System
only to the extent required by such governmental authority; and (c) acknowledges that
such access and/or use will not cause the System, to the extent it otherwise
constitutes Amdocs Confidential Information, to no longer constitute Amdocs
Confidential Information. The Amdocs Systems are “restricted computer software” as
defined in FAR 27.401 and DFARS 252.227-7013. If the Amdocs Systems are made available
for use in any way by an agency, division or other component of the United States
government, the following provisions apply: in addition to the terms of the Agreement,
any use, duplication or disclosure by the United States government is subject to
restrictions as set forth in the Rights in Technical Data and Computer Software




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	 	 	 	clause at DFARS 252.227-7013, subdivision (b) (3) (ii) or subparagraph (c) (1) (ii),
as appropriate, and the restrictions applicable to restricted rights software as set
forth in FAR 52.227-19(c)(2).






	8.3	 	Amdocs-Provided Third Party Software. Amdocs-Provided Third Party Software and related
Product Documentation will be sublicensed in accordance with the terms and conditions set
forth in Sections 8.1 and 8.2 of the Agreement unless the Parties mutually agree to different
terms and conditions with respect to an item of Amdocs-Provided Third Party Software or
related Product Documentation and include such terms and conditions in Schedule 4.
	 
	8.4	 	Enhancements. Subject to the rights and limitations of this Section 8.4, all Intellectual
Property Rights in Enhancements undertaken by Amdocs will be owned by *** . With respect to
any Enhancements developed by Amdocs at MetroPCS’ request and which are fully-paid for by
MetroPCS (“MetroPCS Enhancements”), MetroPCS will have a license to use such Enhancements,
which license shall be perpetual, non-exclusive, fully-paid, unlimited as to number of users
and subscribers and transferable to the same extent the Agreement is transferable or
assignable by MetroPCS, and Amdocs may not utilize, license or provide services using such
MetroPCS Enhancement to any Third Party *** after acceptance of such Enhancement by MetroPCS
without the payment of a royalty ***. ***, Amdocs’ use of the MetroPCS Enhancement will be
unrestricted. In all events, however, Amdocs shall retain the right to independently
redevelop software incorporating functionality similar to the MetroPCS Enhancement using
specifications provided by a Third Party, provided that such development of such software does
not incorporate or utilize in any manner: (a) any MetroPCS Confidential Information provided
to Amdocs, including any Confidential Information contained in Deliverables; (b) any
specification or business requirement provided to Amdocs by MetroPCS that is unique to
MetroPCS’ business or that incorporates any MetroPCS Confidential Information provided to
Amdocs; (c) any of MetroPCS’ Intellectual Property Rights, including MetroPCS Intellectual
Property Rights contained in any Deliverable.
	 
	8.5	 	Product Roadmap; Minor and Major Releases.
	 
	8.5.1	 	Product Roadmap. Amdocs shall periodically, and ordinarily on an annual basis, provide
MetroPCS with its product roadmap that identifies a list of functional capabilities that
Amdocs anticipates adding to the Amdocs Systems in upcoming Releases, and the specific time
frame within which Amdocs anticipates each such functional capability will be delivered.
Amdocs shall allow MetroPCS to participate in the user groups which assist Amdocs in
establishing its product roadmap.
	 
	8.5.2	 	Minor and Major Releases. The license cost of all Minor Releases and Major Releases will be
*** , provided that to extent any Major Release introduces new significant functionality not
included in the Amdocs software included in the System (“New Functionality”), in which case a
license for the components comprising specifically the New Functionality, will be offered to
MetroPCS *** . In the event MetroPCS elects not to license New Functionality, *** . If
Amdocs determines that it wants to implement New Functionality because it will be able to
better provide Services to MetroPCS, better




 -34- 









 






	 	 	manage MetroPCS’ account, or otherwise, Amdocs shall provide written notice to MetroPCS that
it desires to implement such New Functionality and the Parties shall *** to implement such
New Functionality; provided, however, that in the event *** for such New
Functionality, with MetroPCS’ prior written approval, Amdocs shall have the right (but not
an obligation) to implement such New Functionality *** . Notwithstanding anything contained
herein to the contrary, MetroPCS may withhold its consent to implement any New Functionality
at its sole discretion. Notwithstanding anything contained herein to the contrary, at any
time MetroPCS may elect to license the New Functionality *** . The implementation and
integration costs of each Major Release are included in the fees paid to Amdocs, except for
any implementation and integrations costs relating to New Functionality elected by MetroPCS
to be licensed, in which case, the Parties shall develop a fee-based Order to implement and
integrate such New Functionality.
	 
	8.6	 	Source Code Escrow Agreement.
	 
	8.6.1	 	Amdocs shall deposit the Deposit Materials (as defined in the Preferred Escrow Agreement)
for the System (as configured and/or customized for MetroPCS) in accordance with the
timeframes, and according to the terms and conditions, set forth in the Preferred Escrow
Agreement. If Amdocs fails to deposit all the Deposit Materials within the time frames
specified in the Preferred Escrow Agreement, without limiting any other rights and remedies
that may be available to MetroPCS, MetroPCS shall have the right to: (a) unless such failure
is cured by Amdocs *** following receipt of written notice from MetroPCS, seek specific
performance of the deposit obligations under the Preferred Escrow Agreement, and Amdocs hereby
waives all defenses associated with such remedy; (b) unless such failure is cured by Amdocs
*** following receipt of written notice from MetroPCS, withhold payment of any and all amounts
then due or any that may become due to Amdocs; and/or (c) terminate the Agreement, in whole or
in part, in accordance with Section 16.4.
	 
	8.6.2	 	Subject to the further terms and conditions of the Agreement, upon any release of the
Deposit Materials to MetroPCS, MetroPCS shall have a renewable, non-exclusive,
non-transferable (except in connection with an assignment of this Agreement in accordance with
Section 20.6), irrevocable license in the Territory, to, either directly or through a Third
Party retained by MetroPCS (subject to the terms of Section 14.3.4), use, modify, adapt,
execute, compile and create derivative works of the Deposit Materials in order to support and
enable continued use of the System (which continued use may include making improvements,
enhancements and adding new features and functionality to the System) by MetroPCS’ and its
Authorized Users, for the number of System Subscribers for which MetroPCS has paid the
applicable fee to license the object code version of the Amdocs Systems pursuant to this
Agreement and for such additional System Subscribers upon the payment by MetroPCS of any such
additional applicable per-subscriber fees, and for no other reason.
	 
	8.7	 	Support and Maintenance Services. As part of its Outsourcing Services obligations, Amdocs
shall provide to MetroPCS the maintenance services and support services described in
Schedule 12.




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	8.8	 	Knowledge Transfer. At MetroPCS’ request, *** , Amdocs shall *** .
	 
	 	 	***
	 
	 	 	***
	 
	 	 	***
	 
	 	 	***
	 
	 	 	***
	 
	 	 	***
	 
	 	 	***
	 
	 	 	***
	 
	9.	 	RELATIONSHIP MANAGEMENT
	 
	9.1	 	Steering Committee.
	 
	9.1.1	 	The Parties shall establish and maintain a steering committee (the “Steering Committee”),
which shall be composed of an equal number of senior representatives of each Party, for the
Term. The initial representatives of the Parties on the Steering Committee, and their current
positions with MetroPCS and Amdocs, are specified in Schedule 16. The members of the
Steering Committee appointed by either Party may be replaced (on the Steering Committee) with
another senior representative from such Party upon notice to the other Party.
	 
	9.1.2	 	The Steering Committee will generally function as the Parties’ most senior committee
responsible for the overall business and technology relationship of the Parties, including,
without limitation, the effectiveness and value of the Services provided by Amdocs in the
Agreement. The general responsibilities of the Steering Committee include: (a) reviewing and
monitoring the general performance of Services, including issues related to MetroPCS’
satisfaction with: (i) Services, Additional Services or Enhancements; (ii) Amdocs’ compliance
with the CPSs; and (iii) Amdocs Personnel, including Key Personnel; (b) analyzing and
attempting to resolve matters referred by the Project Managers; (c) discussion and resolution
of any disputes, issues or problems; (d) discussion of strategic planning and the Amdocs
product roadmap; and (e) discussion and resolution of other matters one Party may bring to the
other related to the Agreement.
	 
	9.1.3	 	The Steering Committee shall meet on a monthly basis until the Initial Term Commencement
Date and on a quarterly basis following the Initial Term Commencement Date, as otherwise
agreed by the Parties, and as requested by either MetroPCS or Amdocs with a minimum of seven
(7) days’ prior written notice to the other Party. For each meeting of the Steering
Committee, the PMO shall prepare a suggested agenda, with input from MetroPCS and Amdocs, and
deliver it to all Steering Committee members no less than three (3) days prior to such
meeting.
	 
	9.2	 	Project Management Office.
	 
	9.2.1	 	A centralized project management office (“PMO”) will be established and maintained by
MetroPCS and function for the Term. The PMO will receive input from the Parties and Third
Parties involved in the project.
	 
	9.2.2	 	The principle functions of the PMO will be to organize the flow of activities, track budgets
and schedules, perform risk management, create, update and maintain open issues lists, control
action items, report to the Steering Committee on the status of ongoing projects, and perform
basic managerial and administrative tasks designed to ensure that the Parties meet their
contractual commitments to each other. The precise




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	 	 	roles and responsibilities associated with the PMO will be defined and specified in writing
by the Parties in the Roles and Responsibilities Document.
	 
	9.2.3	 	Amdocs acknowledges that, as of the Signing Date, MetroPCS has contracted with *** to staff
the PMO. Provided MetroPCS complies with its obligations under Section 14.3, *** shall
constitute an Authorized User and a Third Party to which MetroPCS may disclose Amdocs
Confidential Information.
	 
	9.3	 	Project Managers.
	 
	9.3.1	 	Amdocs and MetroPCS will each appoint a project manager for the Agreement (the “Project
Manager”). Amdocs’ Project Manager will *** . In addition, Amdocs’ Customer Business
Executive *** .
	 
	9.3.2	 	Each Party’s Project Manager shall act as the primary liaison between such Party and the
other Party’s Project Manager, and shall have overall responsibility for managing such Party’s
day-to-day activities hereunder. The Project Managers shall be vested with all necessary
authority to fulfill that responsibility, excluding approval of any request for Additional
Services, Change, amendment, waiver, modification or Order to this Agreement, which may only
be made by the express written consent of an authorized representative of each Party.
	 
	10.	 	CHANGE MANAGEMENT PROCEDURES
	 
	10.1	 	General. Except to the extent the Agreement expressly permits a Change to be made by a Party
without the consent of the other Party, the Change Management Procedures specified in this
Section 10 shall apply to any Change Requests. The Change Management Procedures specified in
this Section 10 shall apply to all Additional Services.
	 
	10.2	 	Changes.
	 
	10.2.1	 	Except to the extent the Agreement expressly permits a Change to be made by a Party without
the consent of the other Party, any Changes shall be mutually agreed by the Parties in
writing.
	 
	10.2.2	 	Amdocs will not make any technical Changes to the System without complying with the Change
Management Procedures set forth in Schedule 17.
	 
	10.2.3	 	Amdocs will not make any Change that *** without: (a) providing MetroPCS prior written
notice of all such *** and (b) following such written notice, receiving MetroPCS’ prior
written consent to make such Change.
	 
	10.2.4	 	Amdocs will not make any Change that requires Amdocs to provide Additional Services without
complying with the procedures for Change Requests as set forth in Schedule 17, which
includes receiving MetroPCS’ prior written consent before providing Additional Services.




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	10.3	 	Additional Charges. The Parties’ use of the Change Management Procedures, including as a
means of documenting their agreement on such Changes is not intended to be, and shall not be,
interpreted to mean that *** in connection with all such Changes. Rather, the Parties
generally intend that *** .
	 
	11.	 	WARRANTIES, REPRESENTATIONS AND COVENANTS
	 
	11.1	 	Mutual Warranties of Authorization, Enforceability and Ability to Perform. Each Party
warrants and represents to the other Party that:






	 	(a)	 	it is a corporation duly incorporated, validly existing and in good standing
under the Laws of its place of incorporation, except where a failure to have done so
will not have a material adverse effect on a Party’s ability to perform its obligations
under the Agreement (a “Material Adverse Effect”);
	 
	 	(b)	 	it has the requisite corporate power and authority to execute, deliver and
perform its obligations under the Agreement, except where a failure to have done so
will not have a Material Adverse Effect;
	 
	 	(c)	 	the execution, delivery and performance of the Agreement has been duly
authorized by the requisite corporate action on the part of such Party, except where a
failure to have done so will not have a Material Adverse Effect;
	 
	 	(d)	 	the execution, delivery, and performance of the Agreement shall not constitute:
(i) a violation of any judgment, order, or decree; (ii) a material default under any
material contract by which it or any of its material assets are bound; or (iii) an
event that would, with notice or lapse of time, or both, constitute such a default,
except where such violation or failure will not have a Material Adverse Effect; *** ;
	 
	 	(e)	 	it is capable of performing its obligations under the Agreement, including such
obligations that are required to be performed in order to enable the other Party to
perform its obligations in a timely manner, but in any event in accordance with the
obligations set forth in the Agreement; *** .






	11.2	 	Amdocs Warranties. Amdocs represents, warrants and covenants to MetroPCS that:






	 	(a)	 	All Services shall be provided in a good and workmanlike manner, in a manner
that meets or exceeds all applicable industry standards (“Industry Standards”).
	 
	 	(b)	 	All Services and the System shall be provided in accordance with the terms and
conditions of the Agreement; *** .
	 
	 	(c)	 	For those Services for which there is a CPS, the Services shall be performed in
accordance with the applicable CPS; provided, however, that MetroPCS’
sole and exclusive remedy for a breach of this warranty shall be: (i) the applicable
CPS Credits, if any; (ii) re-performance of the Services at the level required by the






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	 	 	 	CPS, if applicable; (iii) MetroPCS’ right to terminate the Agreement as provided in
Section 16.4, including any termination damages for default; and (iv) the other
remedies described in Section 17.2.
	 
	 	(d)	 	The: (i) System conforms in all material respect to the Specifications and the
applicable Product Documentation (the terms of this subsection (i) shall be in effect
from the date System Acceptance occurs and thereafter as long as MetroPCS is receiving
Outsourcing Services from Amdocs; (ii) System is sufficiently flexible and scalable to
meet MetroPCS’ volume and scalability requirements in a single production environment,
as set forth in the Agreement and/or the Specifications; (iii) Amdocs Systems
(excluding portions thereof that are described in subsection (b) of the “Amdocs
Systems” definition) conform in all material respects to the applicable Product
Documentation (the terms of this subsection (iii) shall be in effect from the date that
the foregoing subsection (i) ceases to be in effect and thereafter as long as MetroPCS
is receiving maintenance services from Amdocs (as described in Section 16.9(g)) and
Amdocs or Amdocs Personnel during such period are the only Persons maintaining the
source code for such portions of the Amdocs Systems; (iv) portions of the Amdocs
Systems that are described in subsection (b) of the “Amdocs Systems” definition conform
in all material respects to the Specifications (the terms of this subsection (iv) shall
be in effect from the date that the foregoing subsection (i) ceases to be in effect and
thereafter as long as MetroPCS is receiving support services from Amdocs (as described
in Section 16.9(h)) and Amdocs or Amdocs Personnel during such period are the only
Persons maintaining the source code for such portions of the Amdocs Systems; and (v)
Amdocs-Provided Third Party Software conforms in all material respects to the
applicable Product Documentation (the terms of this subsection (v) shall be in effect
from the date that the foregoing subsection (i) ceases to be in effect and thereafter
as long as MetroPCS is receiving support services from Amdocs (as described in Section
16.9(h)) for the Amdocs-Provided Third Party Software and Amdocs, Amdocs Personnel
and/or the applicable Third Party owner of the Amdocs-Provided Third Party Software
(acting in its capacity as an Amdocs subcontractor) during such period are the only
Persons maintaining the source code for the Amdocs-Provided Third Party Software.
	 
	 	(e)	 	The Amdocs Systems do not and will not, and Amdocs’ delivery of Services under
the Agreement does not and will not, constitute a misappropriation, conversion or theft
of any trade secret or confidential information of a Third Party.
	 
	 	(f)	 	The Amdocs Systems do not and will not, and Amdocs’ delivery of Services under
the Agreement does not and will not, misappropriate or infringe any Intellectual
Property Right (except trade secrets or confidential information) of a Third Party. *** .
	 
	 	(g)	 	Amdocs shall use all commercially reasonable efforts, but in any event at least
those efforts required by Industry Standards, to ensure that the System and its




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	 	 	 	operating environment do not contain, and Amdocs will not introduce into the System
or its operating environment, or into any system of MetroPCS, its Affiliates or
Authorized Users (excluding customers/System Subscribers and Authorized Users
described in subsection (d) of the “Authorized Users” definition), any virus, Trojan
horse or malware. Except by virtue of Disabling Codes or Devices introduced into
the System via viruses notwithstanding Amdocs using all commercially reasonable
efforts to prevent such viruses from being introduced into the System, the System
and its operating environment do not and shall not contain any Disabling Code or
Device. Amdocs shall not introduce into the System or its operating environment, or
into any system of MetroPCS, its Affiliates or Authorized Users (excluding
customers/System Subscribers and Authorized Users described in subsection (d) of the
“Authorized Users” definition), any Disabling Code or Device, and any code or key
present in the System that is designed to limit use of the System shall not be
activated as long as MetroPCS has not exceeded the applicable metric-based
restrictions set forth in Schedule 5 (as such Schedule may be updated from
time to time).
	 
	 	(h)	 	Amdocs has obtained all necessary licenses, permits, and consents necessary to
license and operate the System and provide the Services which if not obtained would
result in a Material Adverse Effect.
	 
	 	(i)	 	Amdocs Personnel that perform Services under the Agreement shall have
experience, training and expertise that minimally is consistent with Industry Standards
for their responsibilities.
	 
	 	(j)	 	The Product Documentation is, and will continue to be, complete, and does, and
will continue to, accurately describe the Amdocs-proprietary software products included
within the Amdocs Systems (MetroPCS acknowledges that Enhancements will be separately
documented by Amdocs). The Product Documentation will be promptly and accurately
updated.






	 	 	Amdocs’ warranties under Section 11.2(c), (d), (f) and (g) do not apply in the event that
the software components of the Amdocs Systems or any part thereof is: (i) a modification of
a program or machine undertaken by MetroPCS Personnel or any Authorized User, unless such
modification: (A) is included by Amdocs as part of the System or Services; (B) is described
or contemplated by both Parties in the System design, or documentation, such as
user-configurable options or features, unless Amdocs has informed MetroPCS in an advance
written notice that particular configurations are not approved; (C) was described in or
contemplated by both Parties in Schedule 6, in the Specifications or in any
subsequent project description; (D) was described or contemplated by both Parties in the
agreed upon scope of work or any subsequent project description; or (E) was authorized by
Amdocs in writing and in advance; or (ii) combined, operated or used by MetroPCS with
apparatus, data or programs neither furnished nor approved by Amdocs, except where such
combination, operation or use is expressly described or detailed in Schedule 6, in
the Specifications or in any subsequent project description. Notwithstanding anything
contained herein to the contrary, a use, combination or operation detailed, authorized or
contemplated in the architectural and functional design documents agreed to by the Parties
in Schedule 6, in the Specifications




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	 	 	 or otherwise under the Agreement shall be deemed to be an Amdocs-authorized use, combination
or operation.
	 
	11.3	 	MetroPCS Warranties. MetroPCS represents, warrants and covenants to Amdocs that:






	 	(a)	 	MetroPCS will use all commercially reasonable efforts, but in any event at
least those efforts required by Industry Standards, to ensure that it will not
introduce into the System or its operating environment, any Disabling Code or Device.
	 
	 	(b)	 	MetroPCS has obtained all necessary licenses, permits, and other consents
necessary to provide its services and perform the tasks designated as its
responsibility under this Agreement or any Order which if not obtained would result in
a Material Adverse Effect.
	 
	 	(c)	 	*** .
	 
	 	(d)	 	*** .






	11.4	 	Delays or Non-Compliance. In the event of a delay in complying or non-compliance with the
warranties set forth in Sections 11.2 or 11.3, the following additional provisions will apply:






	 	(a)	 	As soon as reasonably practicable after discovery of a non-compliance that
adversely affects or may adversely affect the Services provided hereunder, the Party
that is not in compliance (the “Non-Compliant Party”) will take all measures required
to comply with the applicable warranty as expeditiously as reasonably possible, and at
no additional cost to the other Party.
	 
	 	(b)	 	Where the non-compliance or delay adversely affects the ability of the other
Party to perform its obligations, such other Party will have additional time to perform
its affected obligations for the same period and extent of the delay or non-compliance,
as applicable, except as otherwise agreed by the Parties in writing.






	11.5	 	Disclaimer. ANY REPRESENTATIONS, WARRANTIES AND LIMITATIONS EXPRESSLY STATED IN THE AGREEMENT
ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS, OR
IMPLIED INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE. METROPCS EXPRESSLY AGREES THAT AMDOCS DOES NOT REPRESENT OR WARRANT THAT
THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT FUNCTIONS CONTAINED
IN THE AMDOCS SYSTEMS SHALL OPERATE IN COMBINATIONS OTHER THAN THOSE FURNISHED OR APPROVED BY
AMDOCS OR EXPRESSLY DESCRIBED OR DETAILED IN AN AGREED UPON SCOPE OF WORK OR PROJECT
DESCRIPTION, OR THAT THE AMDOCS SYSTEMS WILL OPERATE ON COMPUTER HARDWARE OR




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	 	 	OPERATING SYSTEMS OTHER THAN THE AGREED UPON AND DESIGNATED AMDOCS PLATFORM.






	12.	 	PAYMENT
	 
	12.1	 	Payments by MetroPCS to Amdocs.
	 
	12.1.1	 	On the Signing Date, Amdocs may invoice MetroPCS for the amount designated in Section 1 of
Schedule 8 as to be paid by MetroPCS within *** of the Signing Date.
	 
	12.1.2	 	Amdocs may invoice MetroPCS for: (a) at the applicable times specified in Schedule 8,
milestone payments (if any) for milestones achieved by Amdocs as set forth in the
Agreement; (b) once the System begins issuing bills which MetroPCS uses to bill the System
Subscribers, the per-subscriber Monthly Fees for System Subscribers; and (c) commencing on the
dates or events specified in Schedule 8, any other Monthly Fees, including any Monthly
Fees for Data History Subscribers.
	 
	12.1.3	 	Amdocs may invoice MetroPCS fees for Additional Services in accordance with the payment
terms set forth in the Order for such Additional Services. *** .
	 
	12.1.4	 	Except to the extent expressly provided otherwise in Schedule 8 or the applicable
Order, expenses that Amdocs incurs in performance of the Services (including management,
travel and lodging, document reproduction and shipping, equipment and software required to
perform the Services, telephone charges and other similar expenses) are included in the
charges for the Services or, for travel expenses, in the fixed travel expense fee set forth in
Schedule 8. Accordingly, such expenses will not be separately paid or reimbursed by
MetroPCS unless MetroPCS has agreed in advance and in writing to reimburse Amdocs for any such
expenses and, in such cases, Amdocs’ charges for such expenses shall not exceed the amount
authorized by MetroPCS in writing, nor shall such travel expenses exceed the amounts actually
incurred and in no event exceed the amounts permitted in, or otherwise violate, MetroPCS’
travel policies as communicated to Amdocs in writing unless otherwise mutually agreed. In no
event shall MetroPCS reimburse Amdocs for entertainment expenses or expenses incurred without
MetroPCS’ express prior written consent. If and to the extent Amdocs is authorized by the
terms of the Agreement or Order to bill MetroPCS for any pass-through expenses, all such
pass-through expenses shall be billed *** , unless otherwise mutually agreed, and Amdocs shall
include all Third Party invoices related to such pass-through expenses with the applicable
invoice to MetroPCS.
	 
	12.1.5	 	Unless expressly set forth in the Agreement, including in this Section 12 or in Schedule 8, or
in the applicable Change Request or Order, as the responsibility of MetroPCS, there
shall be no charges, fees, expenses or other amounts payable to Amdocs in respect of Services.
*** .
	 
	12.2	 	Reduction of Payments by MetroPCS to Amdocs. If MetroPCS terminates or reduces all or any
portion of the Services as permitted under the Agreement then, subject to the terms of Section 16.6.1, the
charges relating to such terminated Services shall, as of the




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	 	 	date on which such Services are discontinued, be equitably reduced so that MetroPCS is not
required to pay any amounts for Services that Amdocs is not providing and MetroPCS is not
receiving.
	 
	***	 	
	 
	***	 	
	 
	***	 	
	 
	12.4	 	Invoicing.
	 
	12.4.1	 	When it has the right to do so under the terms of the Agreement, Amdocs shall issue Monthly
Fees invoices to MetroPCS *** . Subject to the terms of Section 12.6, MetroPCS will pay
Amdocs invoices issued pursuant to Section 12.1 *** . All fees, charges and expenses under
the Agreement are expressed in U.S. dollars and will be paid by MetroPCS in U.S. Dollars.
	 
	12.4.2	 	Without limiting the generality of the terms set forth in Section 12, Amdocs shall use
commercially reasonable efforts to issue each invoice hereunder ***. Amdocs may not bill for
any charge or expense *** after such charge or expense could have been first invoiced by
Amdocs.
	 
	12.4.3	 	Each subscriber charge for Monthly Fees must include the following subscriber-level details
(and any additional data elements reasonably requested by MetroPCS): *** . This detail will
be provided on a monthly basis in an encrypted electronic format contemporaneously with the
Monthly Fees invoice. In addition, reasonable details that support any charges or credits
included on an invoice that are not specifically related to subscriber count must be provided
on or with the applicable invoice or otherwise promptly following MetroPCS’ request. Without
limiting the generality of the foregoing, all Amdocs invoices for time-and-materials Services
shall include a description of the Services performed, the date of Service, the Amdocs
Personnel who performed the Service, the number hours worked by date and the applicable hourly
rate (see Section 8 of Schedule 8).
	 
	12.5	 	Late Payments. If MetroPCS fails to make a payment to Amdocs more than *** following
MetroPCS’ receipt of written notice detailing its failure to make such payment, or Amdocs
fails to provide a credit to MetroPCS on the appropriate invoice (where the “appropriate
invoice” is determined as provided in Section 12.3.2) and MetroPCS pays to Amdocs an amount
that includes the amount that should have been offset by such delayed credit, the Party owing
such payment or credit shall pay the other Party Late Payment Interest on the unpaid/overpaid
amount, unless such unpaid/overpaid amount is disputed in good faith and until such dispute is
resolved in accordance with Section 12.6. Such Late Payment Interest shall begin to accrue:
(a) in the case of a payment by MetroPCS to Amdocs, *** ; and (b) in the case of a credit by
Amdocs to MetroPCS *** .




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	12.6	 	Payment Disputes.
	 
	12.6.1	 	In the event the Party owing a payment or credit to the other (“Payer”) disputes any portion
of an invoice in good faith, the Parties will use good faith efforts to resolve any such
dispute as soon as practicable in accordance with the following procedures:






	 	(a)	 	In the event the Payer is of the opinion that an invoice contains or omits a
disputed amount, the Payer’s Project Manager will, as soon as reasonably possible
following receipt of the invoice, prepare a memorandum explaining the basis for the
dispute, and submit such memorandum, together with any documentation that substantiates
the Payer’s position, to the Project Manager for the Party claiming a right to a credit
or payment (“Payee”).
	 
	 	(b)	 	The Parties’ Project Managers will attempt to resolve the dispute within seven
(7) days following the Payee’s receipt of such material.
	 
	 	(c)	 	If the Parties’ Project Managers are unable to resolve the dispute, the Project
Managers will jointly brief and provide the Steering Committee with information and
background material necessary to resolve the matter through negotiations. The Steering
Committee will attempt to resolve the dispute within seven (7) days following their
receipt of such material.
	 
	 	(d)	 	If the Steering Committee is unable to resolve the dispute within seven (7)
days following receipt, the dispute will be resolved in accordance with the dispute
resolution procedures following escalation to the Steering Committee as specified in
Section 20.4.
	 
	 	(e)	 	Any undisputed amounts shall be paid/credited in accordance with the Agreement
and/or the applicable Order. Disputed amounts need not be paid/credited until the
dispute has been resolved in accordance with Section 20.4.2.
	 
	 	(f)	 	Any disputed amounts ultimately determined to be payable/credited will accrue
interest in accordance with Section 12.5 above.






	12.6.2	 	Notwithstanding anything contained herein to the contrary, Amdocs shall not cease or suspend
provision of any Services in the event of any good faith payment disputes.
	 
	12.7	 	Price Increase. No fees and/or other charges under the Agreement shall be increased other
than as expressly permitted in Schedule 5, Schedule 8 or elsewhere in the
Agreement.
	 
	12.8	 	Taxes.
	 
	12.8.1	 	General. Amdocs’ rates, fees and other charges set forth in the Agreement do not include
sales tax, services tax, value added tax, and similar taxes or duties as well as any city,
municipal, state or corporate taxes or any withholding taxes of governmental bodies in the
Territory (“Tax(es)”), whether currently imposed or to be imposed in future relating




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	 	 	to the provision of Services in the Territory and MetroPCS shall be liable for, and shall
reimburse Amdocs for, all Taxes, however designated, imposed upon or arising from Amdocs’
provision of Services in the Territory, excluding taxes on: (a) Amdocs’ net income, (b) the
income of Amdocs Personnel, (c) Amdocs’ gross receipts; and/or (d) any real or personal
property. If MetroPCS is required by Law to withhold tax on any payment to Amdocs, MetroPCS
shall not gross up the amount of such payment to account for the withheld tax and MetroPCS
shall supply: (e) to Amdocs a written explanation in sufficient detail for Amdocs to
understand the justification for such withholding; and (f) such tax receipts or other
documents reasonably satisfactory to Amdocs evidencing MetroPCS’ corresponding remittance on
Amdocs’ behalf to the taxing authority. If any Tax is found to be applicable to the
Services, Amdocs shall invoice MetroPCS for the appropriate amount of such Tax, and MetroPCS
shall pay to Amdocs the amount of such Tax at the same time and on the same conditions as
applied to the payment due. Taxes reimbursable under this Section 12.8 shall be separately
listed on the invoice. If MetroPCS pays any taxes for which Amdocs is either reimbursed or
receives a credit from the applicable taxing authority, then Amdocs shall reimburse MetroPCS
an amount equal to such credit or reimbursement *** following receipt of such reimbursement
or credit. MetroPCS shall not be liable for any penalty or interest owed by Amdocs on
delinquent tax charges or payment related to Tax applicable to the Services.
	 
	12.8.2	 	Exemptions. Amdocs shall not collect otherwise applicable taxes if the purchase is exempt
from Amdocs’ collection of such taxes and a valid tax exemption certificate is furnished by
MetroPCS to Amdocs.
	 
	12.8.3	 	Protested Taxes. *** of receiving any proposed Tax Assessment by a state or local taxing
authority related to the Services, Amdocs shall: (a) notify MetroPCS in writing of such
proposed Tax Assessment; and (b) provide MetroPCS a copy of such Tax Assessment and all
supporting documentation related to the Services. With respect to any claim arising out of a
form or return signed by a Party to this Agreement, such Party will have the right to elect to
control the response to and settlement of the claim, but the other Party will have all rights
to participate in the responses and settlements that are appropriate to its potential
responsibilities or liabilities. Amdocs and MetroPCS shall work together to contest any Tax
Assessment, with each Party bearing its own expenses. In the event that any such contest must
be pursued in the name of Amdocs, Amdocs shall work with MetroPCS to contest in the name of
Amdocs, and allow MetroPCS the opportunity to participate fully in the preparation of such
contest at its own expense. In any contest of a Tax Assessment, the Party bringing the
protest shall promptly furnish the other Party with notice of the pending proceeding, copies
of all filings in any proceeding, protest, contest, or legal challenge, all rulings issued in
connection therewith, all relevant correspondence between such Party and the state or local
taxing authority, the final resolution thereof, and any action therein that would affect
Amdocs’ obligation to collect and remit, and the Party bringing the contest shall allow the
other Party to participate in such contest with its own counsel at its own expense. In the
event that all or any portion of a Tax Assessment must be paid in order to contest the
imposition of any such Tax Assessment or to avoid the existence of a lien on the assets of
Amdocs during the pendency of such contest, the Party pursuing the contest shall be
financially responsible for such payment and shall be entitled to the benefit of any refund or
recovery. No later than *** to the date by which a response, contest, protest or other appeal
of such Tax




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	 	 	Assessment must be filed, MetroPCS shall notify Amdocs of its intent to: (a) respond,
protest, contest or appeal the Tax Assessment; or (b) waive its right of further appeal.
With respect to subsection (a), if Amdocs and MetroPCS contest a Tax Assessment and it
becomes a valid final and non-appealable Tax Assessment, MetroPCS shall pay the assessment
(or reimburse Amdocs in the event Amdocs pays any or all valid final and non-appealable Tax
Assessment) *** of presentation by Amdocs of proof of a valid final and non-appealable Tax
Assessment. With respect to subsection (b), MetroPCS shall pay all valid final and
non-appealable Tax Assessments (or reimburse Amdocs in the event Amdocs pays any or all
valid final and non-appealable Tax Assessments) *** of presentation by Amdocs of proof of a
valid final and non-appealable Tax Assessment. A “valid final and non-appealable Tax
Assessment” shall mean one that is issued by a state or local taxing authority in accordance
with the applicable Law and which is not subject to any further administrative or judicial
review and all times for appeal, reconsideration, or requests for reassessment have run
without an appeal, reconsideration, or request for reassessment having been taken. In the
event that Amdocs fails to notify MetroPCS *** to the date by which a response, contest,
protest or other appeal of such Tax Assessment must be filed, Amdocs shall be deemed to have
waived its right to seek reimbursement from MetroPCS for that Tax Assessment.
	 
	***	 	
	 
	13.	 	AUDITS AND RECORDS.
	 
	 	 	MetroPCS shall have the right to conduct all audits described in this Section 13 through the
use of independent external auditors (subject to Section 14.3, and provided the external
auditor is not an Amdocs Competitor) (the “Auditors”).
	 
	13.1	 	Financial Audits.
	 
	13.1.1	 	Amdocs shall retain all records and information required to verify amounts invoiced under
the Agreement for the applicable calendar year for a period of *** from the end of each
calendar year occurring during the Term and the Termination Assistance Period (excluding the
final calendar year occurring during the Termination Assistance Period, in respect of which
the retention period shall be *** from the end of such calendar year), or such longer period
as may be required by MetroPCS Legal Requirements of which MetroPCS has notified Amdocs. All
MetroPCS Data shall be retained by Amdocs in accordance with MetroPCS’ document retention
policy as the same is communicated to Amdocs in writing.
	 
	13.1.2	 	Amdocs shall provide to the MetroPCS Auditors access to the pertinent portions of its
records and books of accounts to enable such Auditors to conduct appropriate validations
(“Audits”) of Amdocs’ invoices to MetroPCS. Such records and reports shall be made available
by Amdocs during normal business hours at a principal United States-based business office of
Amdocs, and MetroPCS’ Auditors, upon prior written notice, may examine and make extracts of
information and copy parts thereof to the extent necessary to validate the accuracy of Amdocs’
invoices.




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	13.1.3	 	Audits shall:






	 	(a)	 	occur no more than *** ;
	 
	 	(b)	 	be conducted during mutually agreed business hours;
	 
	 	(c)	 	be conducted upon reasonable prior written notice, but in no event less than
*** prior notice; and
	 
	 	(d)	 	be designed so as not to unreasonably interfere with Amdocs’ provision of
Services.






	13.1.4	 	If an Audit demonstrates that Amdocs’ invoices for the Services for the audited period were
not correct, Amdocs shall promptly credit MetroPCS for the amount of any paid overcharges, or
MetroPCS shall promptly pay Amdocs for the amount of any undercharges, as the case may be. In
the event that any Audit reveals an overcharge greater than *** for the audited period, Amdocs
shall pay the reasonable expenses associated with such Audit.
	 
	13.2	 	SAS 70 Type II Audits. Amdocs shall cooperate with MetroPCS and its independent auditor as
reasonably necessary to facilitate MetroPCS’ ability to comply with its obligations under the
SOX Laws, including by complying with the further terms of this Section 13.2. Attached hereto
as Schedule 22 is a list of MetroPCS’ control objectives (as the same may be modified
as described in this Section 13.2, the “Control Objectives”) for the initial SAS 70 Type II
Audit to be conducted hereunder. On an annual basis, but not later than ninety (90) days
prior to the next-scheduled start date of Amdocs’ annual SAS 70 Type II Audit, MetroPCS shall
have the right to add to, delete or otherwise change the Control Objectives. Such additions
or changes will be treated as Changes for purposes of the Agreement.
	 
	13.2.1	 	Amdocs Audits. On an annual basis and at Amdocs’ sole cost and expense (subject to Section
13.2), Amdocs shall cause a reputable, national independent auditor reasonably acceptable to
MetroPCS to conduct SAS 70 Type II Audits with respect to Amdocs’ facilities and controls, and
to prepare and deliver to MetroPCS full and complete copies of written reports prepared
following such audits, by November 1st of each year during the Term and the Termination
Assistance Period (covering October 1st of the prior year through September
30th of the then-current year). In addition, if requested by MetroPCS, Amdocs
shall deliver to MetroPCS a letter from a knowledgeable financial executive of Amdocs that:
(i) contains a written representation that Amdocs’ internal controls as represented in the
most recent SAS 70 Type II Audit report remain in all material respects unchanged through the
date of the letter; or (ii) identifies all material changes in Amdocs’ internal controls as
they affect the Control Objectives since the most recent SAS 70 Type II Audit report. All SAS
70 Type II Audits conducted by Amdocs pursuant to this Section shall include a review of all
of Amdocs’ internal controls as they relate to the Control Objectives.




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	13.2.2	 	MetroPCS Audits. At MetroPCS’ sole cost and expense and upon reasonable prior written
notice to Amdocs, but no more frequently than *** (unless additional audits are necessary for
MetroPCS to address a SOX Laws requirement), MetroPCS shall have the right through its
Auditors to conduct audits of Amdocs’ internal controls as they affect the Control Objectives.
In order to facilitate such audits, Amdocs shall collect and maintain appropriate books and
records documenting Amdocs’ internal controls (as they affect the Control Objectives) (for
purposes of this Section, collectively, “Records”). Further, with respect to such audits,
MetroPCS’ Auditors shall have the right to: (i) examine and audit the Records; (ii) question
and interview any Amdocs Personnel, in each case as reasonably necessary or desirable to
facilitate MetroPCS’ and its Affiliates’ ability to comply with the SOX Laws; and (iii)
conduct such tests as are designed to confirm that the internal controls operate as designed
and documented; Amdocs shall: (iv) before making any substantial change to any of the
internal controls of the System or the Services as they affect MetroPCS and/or the Records, if
Amdocs reasonably believes such change will, or is likely to, affect MetroPCS’ and/or its
Affiliates’ compliance under the SOX Laws (including by way of example and not of limitation,
back-up procedures, Disaster procedures, change control and segregation of duties), notify
MetroPCS in writing of the proposed change, and MetroPCS thereafter shall have a period of
thirty (30) days to notify Amdocs of any objections to the proposed change (in which case the
Parties shall work together cooperatively to resolve such objections); and (v) annually on the
anniversary of the Effective Date and to the extent a significant change in the control
environment occurred, submit to MetroPCS written documentation describing all internal
controls maintained by Amdocs that impact the Control Objectives.
	 
	13.2.3	 	Results of Inquiries and Corrective Plan. If any SAS 70 Type II Audit report and/or
MetroPCS’ Auditor’s inquiries pursuant to Section 13.2.2 reveal significant deficiencies in
Amdocs’ internal controls as they relate to the Control Objectives so that they fail, in whole
or in part, to constitute effective controls over financial reporting (the “SOX
Deficiencies”), Amdocs shall prepare and deliver to MetroPCS a detailed plan (the “Corrective
Plan”) that includes, among other things, a specific time frame for correcting such SOX
Deficiencies and that otherwise is reasonably acceptable to MetroPCS. Amdocs shall deliver
such Corrective Plan to MetroPCS and its Auditor *** following: (i) Amdocs’ delivery to
MetroPCS of the SAS 70 Type II Audit report containing the SOX Deficiencies, if the SOX
Deficiencies were identified in a SAS 70 Type II Audit report prepared pursuant to Section
13.2.1; and/or (ii) Amdocs’ receipt of written notice from MetroPCS that contains a
description of such SOX Deficiencies, if the SOX Deficiencies were identified by MetroPCS or
its Auditor through the exercise of the rights described in Section 13.2.2. Amdocs shall bear
all costs and expenses associated with correcting all SOX Deficiencies. MetroPCS shall have
the right to confirm to its reasonable satisfaction, through inquiries with Amdocs
representatives or otherwise, that all SOX Deficiencies have been corrected in accordance with
the applicable Corrective Plan, and Amdocs shall cooperate with MetroPCS in all reasonable
respects in connection therewith.
	 
	13.2.4	 	Confidential Information. Subject to Section 14 below, MetroPCS shall have the right to use
all Amdocs Confidential Information received by MetroPCS’ Auditors pursuant to




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	 	 	the terms of this Section 13.2 as necessary to facilitate its ability to comply with the SOX
Laws.
	 
	14.	 	CONFIDENTIALITY; DATA PRIVACY AND SECURITY
	 
	14.1	 	Termination of NDA. That certain Mutual Non-Disclosure Agreement between the Parties dated
October 25, 2007 (the “NDA”) is hereby terminated as of the Effective Date. To the extent
that information disclosed by one Party to the other under the NDA prior to the Effective Date
constitutes Confidential Information under this Section 14, the Parties shall comply with this
Section 14 regarding such Confidential Information.
	 
	14.2	 	MetroPCS Confidential Information.
	 
	14.2.1	 	Non-Disclosure and Use Restrictions.






	 	(a)	 	As between MetroPCS and Amdocs, all MetroPCS Confidential Information: (i)
shall be deemed the sole property of MetroPCS; (ii) shall be used solely by Amdocs
Personnel for purposes of performing Amdocs’ obligations under the Agreement; and
(iii) except as permitted under Sections 14.2.2, 14.2.3, 14.4 or elsewhere in the
Agreement, shall not be published, transmitted, released or disclosed by an Amdocs
without the prior written consent of MetroPCS, which consent MetroPCS may withhold in
its sole and absolute discretion.
	 
	 	(b)	 	Amdocs shall implement and maintain appropriate policies and procedures to
implement the requirements of subsection (a) above, but at a minimum, Amdocs shall use
the same duty of care Amdocs uses to prevent disclosure that Amdocs uses for Amdocs
Confidential Information of similar importance, but no less than reasonable care.






	14.2.2	 	Disclosure Requests. Except for disclosures specifically permitted by the terms of the
Agreement, any and all requests, from whatever source, for copies of or access to, or other
disclosure of, any MetroPCS Confidential Information shall be promptly submitted to MetroPCS
for disposition.
	 
	14.2.3	 	Permitted Disclosures. Amdocs may disclose MetroPCS Confidential Information: (a) as
permitted under the terms of the Agreement; (b) to Amdocs’ attorneys, accountants, financial
advisors, banks and other financing sources and other similar advisors who have a need to know
such MetroPCS Confidential Information, but only to the extent minimally necessary; and (c) to
Amdocs Personnel who have a need to know such MetroPCS Confidential Information in order to
perform Amdocs’ obligations under or in connection with the Agreement, but only to the extent
minimally necessary, provided that in the case of all Amdocs Personnel who or that constitute
Third Parties (including Authorized Subcontractors that are not Amdocs Affiliates), Amdocs
must have a written agreement with such Third Parties that contains confidentiality
obligations that are no less stringent than the confidentiality obligations set forth herein
and that cover the MetroPCS Confidential Information. Amdocs shall retain liability for all
breaches of the Agreement, including the unauthorized use or disclosure of MetroPCS
Confidential




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	 	 	Information, by any of the persons or entities to whom or which MetroPCS Confidential
Information was disclosed by Amdocs.
	 
	14.3	 	Amdocs Confidential Information.
	 
	14.3.1	 	Non-Disclosure and Use Restrictions.






	 	(a)	 	As between Amdocs and MetroPCS, all Amdocs Confidential Information: (i) shall
be deemed the sole property of Amdocs; (ii) shall be used solely by MetroPCS Personnel
and Authorized Users: for purposes of performing MetroPCS’ obligations under the
Agreement, receiving Services under the Agreement, exercising rights granted to
MetroPCS and/or its Affiliates under the Agreement, and as otherwise permitted under
the Agreement; and (iii) except as permitted under Sections 14.3.2, 14.3.3, 14.3.4,
14.4 or elsewhere in the Agreement, shall not be published, transmitted, released or
disclosed by MetroPCS without the prior written consent of Amdocs, which consent will
not be unreasonably withheld, conditioned or delayed.
	 
	 	(b)	 	MetroPCS shall implement and maintain appropriate policies and procedures to
implement the requirements of subsection (a) above, but at a minimum, MetroPCS shall
use the same duty of care MetroPCS uses to prevent disclosure that MetroPCS uses for
MetroPCS Confidential Information of similar importance, but no less than reasonable
care.






	14.3.2	 	Disclosure Requests. Except for disclosures specifically permitted by the terms of the
Agreement, any and all requests, from whatever source, for copies of or access to, or other
disclosure of, any Amdocs Confidential Information shall be promptly submitted to Amdocs for
disposition.
	 
	14.3.3	 	Permitted Disclosures. MetroPCS may disclose Amdocs Confidential Information: (a) as
permitted under the terms of the Agreement; (b) to MetroPCS’ attorneys, accountants, financial
advisors, banks and other financing sources and other similar advisors who have a need to know
such Amdocs Confidential Information, but only to the extent minimally necessary; and (c) to
MetroPCS Personnel and Authorized Users, but only to the extent minimally necessary, provided
that in the case of MetroPCS Personnel and Authorized Users who or that constitute Third
Parties, MetroPCS (or a MetroPCS Affiliate) must have a written agreement with such Third
Parties that contains confidentiality obligations that are no less stringent than the
confidentiality obligations set forth herein and that cover the Amdocs Confidential
Information; and (d) to any potential acquirer of, and/or joint venturer with, MetroPCS and/or
its Affiliates, provided that MetroPCS (or a MetroPCS Affiliate) must have a written agreement
with any such potential acquirer or joint venturer that contains confidentiality obligations
that are no less stringent than the confidentiality obligations set forth herein and that
cover the Amdocs Confidential Information. If known by a MetroPCS officer, MetroPCS shall
promptly notify Amdocs of any breach of such written agreement by any MetroPCS Personnel, an
Authorized User who or that constitutes a Third Party or any potential acquirer of, and/or
joint venturer with, MetroPCS and/or its Affiliates, and if MetroPCS (or the applicable
MetroPCS Affiliate) fails to enforce the terms of such written agreement *** following




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	 	 	Amdocs’ written notice to MetroPCS, Amdocs will have the right to do so in the name of
MetroPCS (or the applicable MetroPCS Affiliate). MetroPCS shall retain liability for all
breaches of the Agreement, including the unauthorized use or disclosure of Amdocs
Confidential Information, by any of the persons or entities to whom or which Amdocs
Confidential Information was disclosed by MetroPCS.
	 
	14.3.4	 	Disclosures of Source Materials or Financial Materials. MetroPCS may only disclose Amdocs
Confidential Information that constitutes Source Materials or Financial Materials in
accordance with the provisions set forth in this Section 14.3.4.






	 	(a)	 	Source Materials. MetroPCS shall have the right to disclose Source
Materials only to MetroPCS Personnel and Authorized Users in accordance with the terms
set forth in Section 14.3.3(c), provided that, in the case of MetroPCS Personnel or
Authorized Users who or that *** . If known by a MetroPCS officer, MetroPCS shall
promptly notify Amdocs of any breach of such written agreement by any MetroPCS
Personnel or an Authorized User (whether or not an Amdocs Competitor). MetroPCS shall
retain liability for all breaches of the Agreement, including the unauthorized use or
disclosure of Source Materials, by any of the persons or entities to whom or which
Source Materials were disclosed by MetroPCS.
	 
	 	(b)	 	Financial Materials. MetroPCS shall have the right to disclose
Financial Materials only: (i) to MetroPCS Personnel, provided that, in the case of
MetroPCS Personnel who or that *** , the written agreement required under the terms of
Section 14.3.3(c) must *** ; (ii) as provided in Section 14.3.3(b); and (iii) as
provided in Section 14.3.3(d). If known by a MetroPCS officer, MetroPCS shall promptly
notify Amdocs of any breach of such written agreement by any MetroPCS Personnel, an
Authorized User who or that constitutes a Third Party or any potential acquirer of,
and/or joint venturer with, MetroPCS and/or its Affiliates. MetroPCS shall retain
liability for all breaches of the Agreement, including the unauthorized use or
disclosure of Financial Materials, by any of the persons or entities to whom or which
Financial Materials were disclosed by MetroPCS.






	14.4	 	Legally Required Disclosures. Notwithstanding any contrary terms in the Agreement, the Party
receiving the Confidential Information of the other Party (“Receiving Party”) shall have the
right to disclose the Confidential Information of the other Party (“Disclosing Party”): (a)
when MetroPCS is the Receiving Party, as and to the extent provided for in Section 8.2(c); or
(b) to the extent disclosure is based on the good faith opinion of the Receiving Party’s legal
counsel that disclosure is required by Law (including to the Securities and Exchange
Commission and/or in accordance with the rules and requirements of any stock exchange), or by
subpoena, order of a court or regulatory or governmental agency or other similar legal
process; provided, however, that the Receiving Party shall give notice of such
disclosure to the Disclosing Party prior to any such disclosure, disclose only those portions
required by Law, and, with respect to subpoenas, court orders or regulatory or governmental
requests, shall use commercially reasonable efforts to obtain a protective order or otherwise
protect the confidentiality of the Disclosing Party’s Confidential Information.
Notwithstanding the foregoing, the




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	 	 	Disclosing Party reserves the right to obtain a protective order or otherwise protect the
confidentiality of such Confidential Information. For purposes of this Section, each
Party’s Office of General Counsel may act as such Party’s legal counsel.
	 
	14.5	 	Notification and Mitigation. In the event of any impermissible disclosure, loss or
destruction of Confidential Information, the Receiving Party shall promptly notify the
Disclosing Party and shall use its best efforts to mitigate any potential harm or further
disclosure, loss or destruction of such Confidential Information.
	 
	14.6	 	Disposition of Confidential Information. Subject to the further terms of this Section, and
except for the Amdocs Systems, Product Documentation, Specifications owned by Amdocs and other
related information (all of which MetroPCS shall have the right to retain unless MetroPCS’
license to the Amdocs Systems and Amdocs-Provided Third Party Software is terminated as
provided in Section 8.1(b)), upon the expiration or termination of the Agreement and the
expiration of the Termination Assistance Period, and at any other time upon the Disclosing
Party’s written request, the Receiving Party promptly shall: (a) return to the Disclosing
Party, or delete or destroy, all Disclosing Party Confidential Information (and all copies
thereof) then in its possession or control, in whatever form, or, in the case of a written
request by the Disclosing Party, the Confidential Information specified in such request as
then in the Receiving Party’s possession or control, in whatever form; and (b) unless the
Disclosing Party otherwise consents in writing, deliver to the Disclosing Party, or delete or
destroy, any copies, duplicates, summaries, abstracts or other representations of any such
Confidential Information or any part thereof, in whatever form, then in the possession or
control of the Receiving Party. Notwithstanding any of the foregoing: (c) at times reasonably
requested by MetroPCS, Amdocs shall return to MetroPCS (and shall not delete or destroy): (i)
one (1) full and complete copy of the MetroPCS Data; (ii) any MetroPCS Confidential
Information designated by MetroPCS that is reasonably necessary to enable MetroPCS to operate
its business without assistance from Amdocs; and (iii) any MetroPCS Confidential Information
necessary for MetroPCS to exercise or otherwise enjoy any rights granted hereunder; (d) either
Party may retain copies of the other Party’s Confidential Information to the extent required
by Law and/or to the extent otherwise permitted under the Agreement; and (e) if any return,
deletion or destruction of Confidential Information will have an adverse effect on Amdocs’
ability to deliver the Services or MetroPCS’ ability to use the System and/or receive the
Services, then the Parties shall discuss reasonably available alternatives to such return,
deletion or destruction.
	 
	14.7	 	Injunctive Relief. If the Receiving Party or anyone acting on its behalf or operating under
its control, including its representatives, publishes, transmits, releases, discloses or uses
any Confidential Information of the Disclosing Party in violation of this Section 14, or if
the Disclosing Party anticipates that the Receiving Party may violate or continue to violate
any restriction set forth in this Section 14, then the Disclosing Party may seek to have the
provisions of this Section 14 specifically enforced by any competent court having equity
jurisdiction, without being required to post bond or other security, it being acknowledged and
agreed that any such violation may cause irreparable injury to the Disclosing Party and that
monetary damages may not provide an adequate remedy.




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	14.8	 	Data Privacy and Security Terms. In performance of its obligations under the Agreement,
Amdocs shall take all reasonable measures to discover, through the measures and procedures
described in Schedule 19, and to protect against, attempts to gain unauthorized access
to CPNI and other Personal Information. Without limiting the generality of the foregoing,
Amdocs shall comply with the security and other requirements set forth in Schedule 19.
	 
	14.9	 	Personal Information Statutes. Amdocs acknowledges that the MetroPCS Data includes CPNI and
information about individuals that identifies the individuals or could reasonably identify the
individuals (such information and CPNI collectively, “Personal Information”), some of whom are
residents of states that have adopted Data Privacy Laws protecting Personal Information
(including, without limitation, Tex. Bus & Com. Code §48.001 et seq.). Amdocs further
acknowledges that certain Data Privacy Laws impose notice requirements if Personal Information
has been the subject of a breach of the security from which there is a reasonable probability
that unencrypted Personal Information was acquired by an unauthorized Person (“Security
Incident”). Having acknowledged the foregoing, Amdocs agrees to notify MetroPCS in writing
promptly, but in no event *** , after Amdocs becomes aware of the occurrence of any Security
Incident. If MetroPCS reasonably believes that Personal Information was acquired by an
unauthorized Person and determines that notice must be provided to comply with a Data Privacy
Law, then, either: (a) *** may prepare and mail such notices ***; or (b) *** , or if *** and elects not to prepare and mail such
notice, or otherwise, Amdocs shall prepare and mail such notices *** and MetroPCS promptly
following an Amdocs written demand *** . The text of any notice to be sent by Amdocs shall be
subject to the review and approval of MetroPCS, which review and approval shall not
unreasonably be conditioned, withheld or delayed.
	 
	15.	 	INTELLECTUAL PROPERTY RIGHTS
	 
	15.1	 	Pre-Existing Works. Each Party is and shall remain the sole and exclusive owner of its
Pre-Existing Works. “Pre-Existing Works” means any and all technology or other works, and
Intellectual Property Rights therein and thereto, either: (a) developed, licensed or owned by
a Party before the Effective Date; or (b) acquired and/or developed by a Party exclusively
outside the scope of the LOA or the Agreement and without use of any Confidential Information
of the other Party. If Amdocs incorporates any Amdocs Pre-Existing Works into any
MetroPCS-Owned Deliverables (as defined below), Amdocs hereby grants to MetroPCS, a
non-exclusive, perpetual, irrevocable(but terminable in accordance with the provisions of
Section 8.1(b)), worldwide, transferable, sublicensable (through multiple tiers), fully-paid
right and license for MetroPCS and its Affiliates to modify, copy, distribute, display,
disclose, make, use, sell, offer for sale, import, practice any process or method and fully
exploit such Amdocs Pre-Existing Works, any derivative works thereof and any and all
intellectual property rights therein, solely in connection with the Deliverables and for no
other purpose. For the avoidance of doubt, the foregoing license is only granted with respect
to such Amdocs Pre-Existing Work as incorporated in the applicable MetroPCS-Owned Deliverable
and does not permit MetroPCS to separate or in any way disassociate the Amdocs Pre-Existing
Work from the applicable MetroPCS-Owned Deliverable or to exercise any of the rights granted
herein with respect to the Amdocs Pre-Existing Work independent of the applicable
MetroPCS-Owned Deliverable.




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	15.2	 	Deliverables. Except as provided otherwise in Section 15.1, MetroPCS shall be the sole and
exclusive owner of all Deliverables identified in Schedule 1 (the “MetroPCS-Owned
Deliverables”) and all Intellectual Property Rights in and to such MetroPCS-Owned
Deliverables. Such ownership shall inure to the benefit of MetroPCS from the date of the
conception, creation or fixation of the applicable MetroPCS-Owned Deliverable in a tangible
medium of expression (whichever occurs first). Each copyrightable aspect of a Deliverable
shall be considered a “work-made-for-hire” within the meaning of the Copyright Act of 1976, as
amended. If and to the extent a MetroPCS-Owned Deliverable, or any part thereof or
Intellectual Property Rights therein or thereto (specifically excluding Amdocs Pre-Existing
Works), is not considered to be a “work-made-for-hire” within the meaning of the Copyright Act
of 1976, as amended, Amdocs hereby irrevocably and unconditionally expressly and automatically
assigns to MetroPCS, without further act required on the part of either Party, all exclusive
right, title and interest in and to such MetroPCS-Owned Deliverables, any and all portions
thereof, and any and all Intellectual Property Rights therein and thereto (specifically
excluding Amdocs Pre-Existing Works), without further consideration, free from any claim, lien
for balance due, or rights of retention thereto on the part of the Amdocs. Amdocs
acknowledges that the Parties do not intend Amdocs to be a joint author (within the meaning of
the Copyright Act of 1976, as amended) of any MetroPCS-Owned Deliverables, and that Amdocs
shall in no event be deemed the joint author of any MetroPCS-Owned Deliverables.
	 
	 	 	Unless the Parties agree otherwise in writing, all other Deliverables (meaning other than
MetroPCS-Owned Deliverables) shall be owned by Amdocs, and: (a) in respect of software
Deliverables that are owned by Amdocs, MetroPCS shall have a license to such Deliverables in
accordance with the terms set forth in Section 8.1; and (b) in respect of documentary
Deliverables that are owned by Amdocs, MetroPCS shall have a perpetual, fully paid,
non-exclusive, non-transferable (except in connection with an assignment of the Agreement in
accordance with Section 20.6), royalty-free, non-sublicensable, irrevocable license for
MetroPCS and its Authorized Users to use the Deliverable in the Territory.
	 
	15.3	 	MetroPCS Data and Software. As between the Parties, MetroPCS shall be the sole and exclusive
owner of all MetroPCS Data and the MetroPCS Owned Software, including any Enhancements
thereof. Amdocs, to the extent required, hereby acknowledges, assigns automatically and
without any requirement for further act by either Party exclusively to MetroPCS all right,
title, and interest therein. For avoidance of doubt, the MetroPCS Data is deemed to include
any modification, compilation, or derivative work therefrom, excluding any Amdocs Confidential
Information to the extent contained in such modification, compilation, or derivative work.
	 
	15.4	 	Amdocs Systems and Product Documentation. MetroPCS acknowledges and agrees that, as between
MetroPCS and Amdocs, all right, title, and interest to, and all Intellectual Property Rights
in, the Amdocs Systems and Product Documentation are and will remain solely the property of
Amdocs and/or Amdocs’ licensors (or Affiliates) from the date of conception, of creation, or
of fixation, in a tangible medium of expression (whichever occurs first). Licenses granted
under this Agreement shall be interpreted to




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	 	 	include only those license rights expressly granted under this Agreement. Except for the
rights granted under the Agreement, MetroPCS is granted no title or ownership rights in the
above-described items. Amdocs retains all rights in the Amdocs Systems and Product
Documentation that are not expressly granted to MetroPCS under the Agreement.
	 
	15.5	 	Confidential Information. Each Party shall be and remain the sole and exclusive owner of all
of its Confidential Information, irrespective of whether provided to the other Party.
	 
	15.6	 	Reproduction of Notices. Each Party shall reproduce any copyright notice and any other
legend of ownership and/or confidentiality on the original and any copies made of any
Confidential Information of the other Party.
	 
	16.	 	TERM AND TERMINATION
	 
	16.1	 	Term of Agreement.






	 	(a)	 	Unless earlier terminated in accordance with the terms set forth in the
Agreement, the Agreement will have an initial term commencing on the Effective Date and
continuing for a period of six (6) years following the earlier to occur of: (i) the
date on which *** ; or (ii) September 30, 2009 (such date, the “Initial Term
Commencement Date,” and such six (6) year period, the “Initial Term”). Following the
Initial Term, subject to the Agreement termination provisions set forth in Section
18.2.1, if then applicable, the Agreement shall automatically renew on the same terms
and conditions for up to five (5) one (1)-year renewal terms (any such renewal term, a
“Renewal Term”) at MetroPCS’ sole option unless MetroPCS provides written notice of
non-renewal to Amdocs at least one hundred twenty (120) days prior to the end of the
Initial Term or then-applicable Renewal Term, as the case may be (such Initial Term and
any Renewal Terms, the “Term”). Unless MetroPCS requests otherwise in connection with
Termination Assistance, all Orders issued under the Agreement and intended to be
performed during the Term (e.g., where the Order does not specifically state otherwise)
shall expire (subject to applicable provisions of the Agreement) upon expiration of the
Term.
	 
	 	(b)	 	If Amdocs *** MetroPCS shall use commercially reasonable efforts to migrate the
MetroPCS subscribers *** before *** . MetroPCS’ commercially reasonable efforts to
cause the *** do not include *** in a manner that may increase the likelihood of
disruption or degradation of services to MetroPCS subscribers.






	16.2	 	Termination for Insolvency. Subject to Sections 16.8 and 16.9 and Amdocs’ obligations under
the terms of Sections 16.10 and 17.3, the Agreement may be terminated by either Party by
delivering to the other Party a Termination Notice specifying a Termination Date no less than
ninety (90) days therefrom if the other Party becomes insolvent, ceases doing business as a
going concern, makes a general assignment for the benefit of its creditors, receives a
qualified opinion from its independent auditors that is not remedied within ninety (90) days
or admits in writing its general inability to pay debts, or if proceedings are instituted by
or against such other Party in bankruptcy, under applicable insolvency Laws, or for
receivership or dissolution,




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	 	 	provided that with respect to such proceedings which are not filed by such other Party are
not dismissed within sixty (60) days of their commencement. For the avoidance of doubt, any
termination pursuant to this Section 16.2 shall not constitute a termination pursuant to any
other provision of the Agreement, and MetroPCS shall not be required to pay Termination Fees
to Amdocs in respect of any such termination.
	 
	16.3	 	Termination for Force Majeure.
	 
	16.3.1	 	If: (a) a Force Majeure Event substantially prevents, hinders or delays Amdocs’ performance
of Services hereunder for a period of *** ; (b) such delay has a Material Adverse Effect on
MetroPCS’ operations; and (c) Amdocs has not implemented the Disaster Recovery Plan (if the
Disaster Recovery Plan is applicable under the circumstances) or, if implemented, Amdocs has
been unable to eliminate the Material Adverse Effect on MetroPCS’ operations, subject to
Sections 16.8 and 16.9 and Amdocs’ obligations under the terms of Sections 16.10 and 17.3,
MetroPCS shall have the right to terminate the Agreement by delivering to Amdocs a Termination
Notice specifying the Termination Date at any time after the time period in subsection (a) has
expired and until the date that is *** after the date on which the Parties mutually agree in
writing that the Force Majeure Event has ended and Services are being provided in accordance
with the terms of the Agreement (other than as set forth in the Disaster Recovery Plan). For
the avoidance of doubt, any termination pursuant to this Section 16.3.1 shall not constitute a
termination pursuant to any other provision of the Agreement, and MetroPCS shall not be
required to pay Termination Fees to Amdocs in respect of any such termination.
	 
	16.3.2	 	If: (a) a Force Majeure Event occurs with respect to MetroPCS; (b) such Force Majeure Event
substantially prevents, inhibits and/or frustrates MetroPCS’ ability to receive the Services
from Amdocs under circumstances when Amdocs is otherwise able to provide the Services to
MetroPCS (a “Frustration Event”); (c) MetroPCS is not solely at fault in failing to prevent or
mitigate, or for causing, such Frustration Event, and such Frustration Event cannot, through
MetroPCS’ exercise of commercially reasonable efforts, be circumvented through the use of
workaround plans or other reasonable means; and (iv) such Frustration Event continues for ***
or more, subject to Sections 16.8 and 16.9 and Amdocs’ obligations under the terms of Sections
16.10 and 17.3, MetroPCS may terminate the Services affected by the Frustration Event by
delivering to Amdocs a Termination Notice specifying the Termination Date. For the avoidance
of doubt, any termination pursuant to this Section 16.3.2 shall not constitute a termination
pursuant to any other provision of the Agreement, *** .
	 
	16.4	 	Termination for Default. The Parties agree that material breaches of the Agreement (“Events
of Default”) include, without limitation, the following:






	 	(a)	 	An assignment or attempted assignment of the Agreement in violation of Section
20.6, which shall constitute an Event of Default by the assigning Party unless cured
within *** following receipt of written notice from the non-assigning Party requiring
it to do so;




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	 	(b)	 	MetroPCS fails to pay by the applicable due date(s) undisputed amounts due and
owing to Amdocs, provided that the amount thereof exceeds, in the aggregate, the sum of
*** , which failure shall constitute a MetroPCS Event of Default unless MetroPCS cures
such failure *** following receipt of written notice from Amdocs of its intention to
terminate for failure to make such payment;
	 
	 	(c)	 	*** ;
	 
	 	(d)	 	Amdocs fails to timely achieve any Critical Milestone, which failure shall
constitute an Amdocs Event of Default unless caused by an Excused Delay;
	 
	 	(e)	 	the circumstances giving rise to an Event of Default under Section 4.4.3(e)
occur, *** and shall constitute an Amdocs Event of Default;
	 
	 	(f)	 	During any period in which MetroPCS purchases Disaster Recovery services from
Amdocs, Amdocs fails to implement the Disaster Recovery Plan upon the occurrence of a
Force Majeure Event as required under Section 19.4 and such failure has a Material
Adverse Effect on MetroPCS’ operations, which failure shall constitute an Amdocs Event
of Default unless cured by Amdocs within a time period that is *** ;
	 
	 	(g)	 	*** ;
	 
	 	(h)	 	A Party materially breaches any warranty set forth in the Agreement, which
material breach shall constitute an Event of Default by the breaching Party unless such
material breach is cured within *** following receipt of written notice from the other
Party requiring it to do so;
	 
	 	(i)	 	Amdocs fails within the time frame specified in the applicable Corrective Plan
to correct any SOX Deficiencies identified in such Corrective Plan, which failure shall
constitute an Amdocs Event of Default unless cured by Amdocs within *** following its
receipt of written notice from MetroPCS requiring it to do so; or
	 
	 	(j)	 	a Party (for purposes of this subsection (j), “Party” means and includes each
Party’s respective Affiliates) breaches a material term of any other material agreement
between the Parties, which breach shall constitute an Event of Default by the breaching
Party if: (i) such breach is not cured within the timeframe for effectuating a cure of
such breach under such material agreement; and (ii) such material agreement is
terminated for default upon the occurrence of such an uncured breach; and (iii) the
non-breaching Party notified the other Party to the Agreement that failure to cure such
breach of such other material agreement would give rise to an Event of Default under
the Agreement;
	 
	 	(k)	 	(i) Amdocs fails to deposit the Deposit Materials for the System as required by
Section 8.6.1 and fails to cure such failure within *** following receipt of written
notice from MetroPCS requiring it to do so; or (ii) the Deposit Materials are either
not released from escrow as provided in the Preferred Escrow Agreement, or the escrow
agent fails to fulfill its obligations under the Preferred Escrow Agreement to release
the Deposit Materials to MetroPCS and thereafter Amdocs fails to




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	 	 	 	directly deliver the Deposit Materials to MetroPCS within *** following its receipt
of written notice from MetroPCS requiring it to do so, any of which events shall
constitute an Amdocs Event of Default; or
	 
	 	(l)	 	A Party materially breaches any of its other (meaning those not enumerated in
subsections (a) through (k) above) obligations under the Agreement, which material
breach shall constitute an Event of Default by the breaching Party unless cured within
*** following receipt of written notice from the other Party requiring it to do so. The
Parties acknowledge that a material breach may be comprised of a series of breaches
that individually are not material but become material in the aggregate because of
proximity in time, because they result from a common cause or because of other
circumstances.






	16.5	 	Termination for Good Reason. The Parties agree that MetroPCS may terminate the Agreement
without declaring an Event of Default, but rather for good reason (in each case, a “Good
Reason”), upon the occurrence of any of the following events:






	 	(a)	 	***
	 
	 	(b)	 	the circumstances giving rise to a Good Reason under Section 2.7 occur.






	 	 	If MetroPCS wants to terminate the Agreement for a Good Reason, such termination shall be
subject to the terms of Sections 16.8 and 16.9 and Amdocs’ obligations under the terms of
Sections 16.10 and 17.3, and: (c) MetroPCS shall deliver a Termination Notice to Amdocs
specifying the Termination Date; (d) Amdocs shall perform its Termination Assistance
obligations until they are fulfilled; and (e) in accordance with the payment terms set forth
in Section 16.9(e), *** . Notwithstanding the foregoing, if MetroPCS provided a written
notice of Good Reason termination and then there is a subsequent Event of Default during the
Termination Assistance Period, *** , Amdocs promptly shall refund all such payments to
MetroPCS). For the avoidance of doubt, any termination pursuant to this Section 16.5 shall
not constitute a termination pursuant to any other provision of the Agreement *** .
	 
	16.6	 	Termination for Convenience. MetroPCS may terminate the Agreement for convenience and
without cause at any time by delivering a Termination Notice to Amdocs, the Termination Date
shall be the date that occurs *** following Amdocs’ receipt of such notice, and such
termination shall be subject to the terms of Sections 16.8 and 16.9and Amdocs’ obligations
under the terms of Sections 16.10 and 17.3. If, in accordance with the terms of this Section
16.6, MetroPCS elects to terminate the Agreement for its convenience during the Initial Term,
in accordance with the terms set forth in Section 16.9(e), MetroPCS will pay a termination fee
equal to *** (the “Termination Fee”) (such date, the “Termination Conversion Date”). No such
Termination Fee shall be payable by MetroPCS for termination for convenience after the Initial
Term. In addition, in the event MetroPCS elects to terminate the Agreement pursuant to this
Section 16.6 and MetroPCS migrates *** the System Subscribers off the Amdocs Systems after the
Termination Conversion Date and the remaining number of System Subscribers on the Amdocs
Systems is less than *** , until MetroPCS migrates




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	 	 	all of the System Subscribers off the Amdocs Systems, the monthly per-System Subscriber fees
payable by MetroPCS during such period will be calculated *** . For the avoidance of doubt,
any termination pursuant to this Section 16.6 shall not constitute a termination pursuant to
any other provision of the Agreement and MetroPCS shall not be obligated to pay any
Termination Fee other than as provided in this Section 16.6.
	 
	16.7	 	Termination for Amdocs Change in Control. MetroPCS may terminate the Agreement upon the
occurrence of a Change in Control of Amdocs; provided, however, that: (a)
within *** following the publicly announced effective date of such Change in Control, MetroPCS
shall notify the Amdocs successor of its intent to terminate pursuant to this Section 16.7 and
will allow the successor *** following receipt of such notice to respond in writing to such
concerns and take appropriate steps to address each of such concerns; and (b) MetroPCS will in
good faith review and consider such written response from, and action steps taken by, the
successor. If MetroPCS nonetheless wants to terminate the Agreement pursuant to this Section
16.7 following a Change in Control of Amdocs: (c) MetroPCS shall deliver a Termination Notice
to Amdocs specifying the Termination Date; (d) *** ; and (e) such termination shall be subject
to subject to the terms of Sections 16.8 and 16.9 and Amdocs’ obligations under the terms of
Sections 16.10 and 17.3. *** . For the avoidance of doubt, any termination pursuant to this
Section 16.7 shall not constitute a termination pursuant to any other provision of the
Agreement *** .
	 
	16.8	 	Effect of Termination. For the avoidance of doubt, any termination under this Section 16
shall be effective with regard to MetroPCS and any Affiliate of MetroPCS receiving Services
under the Agreement. If an event triggers one (1) or more provisions of Section 16, the Party
sending the Termination Notice may elect to send the Termination Notice under whatever
provision of Section 16 it elects to proceed under, and if the Section elected later is
determined not to be applicable, then the Party may elect upon written notice to the other
Party to proceed under any other provision that applies or under Section 16.6, subject to any
cure period that may be applicable in respect of such other applicable provision, if any;
provided, however, that if the other Party subsequently engages in acts or
omissions that may allow termination under any other Section of the Agreement, such
Party may terminate the Agreement for such act or omission subject to any applicable cure
period.
	 
	16.9	 	Additional Termination Procedures and Terms. In the event of termination of the Agreement,
the procedures and terms set forth in this Section will apply.






	 	(a)	 	Except as provided in Section 16.10, following the Termination Date, Amdocs
will promptly cease performing work and incurring costs in connection with the
Agreement.
	 
	 	(b)	 	The Parties will comply with their obligations in respect of Confidential
Information under Section 14.6.
	 
	 	(c)	 	Amdocs shall deliver to MetroPCS on dates reasonably requested by MetroPCS all
dedicated equipment (and title thereto) and, to the extent permitted by the




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	 	 	 	terms of the applicable third party license, dedicated Third Party software licensed
by Amdocs in order to provide the System and/or Services.
	 
	 	(d)	 	In accordance with the terms set forth in Section 16.10, MetroPCS will pay
Amdocs for all Services performed by Amdocs during the Termination Assistance Period on
a monthly basis.
	 
	 	(e)	 	Each Party’s liability and remedies will be subject to any limitations
specified in the Agreement.
	 
	 	(f)	 	If MetroPCS is obligated under the terms of the Agreement to pay a Termination
Fee to Amdocs, once the amount of the Termination Fee is fixed and determinable in
accordance with the terms set forth in Section 16.6, MetroPCS shall pay such
Termination Fee to Amdocs within *** following the Termination Date.
	 
	 	(g)	 	For a minimum period of *** following expiration of the Termination Assistance
Period (provided that the Amdocs Systems are within *** , at the rates set forth in
Section 10 of Schedule 8, Amdocs shall make available for purchase by MetroPCS
on an annually renewable basis maintenance services for the portions of the Amdocs
Systems described in subsection (a) of the “Amdocs Systems” definition. Such
maintenance services shall be subject to the applicable terms and conditions of the
Agreement and the scope and nature of the maintenance services to be provided by Amdocs
shall include those maintenance services then generally offered by Amdocs to its other
customers of its Preferred Support maintenance services package, a current description
of which is attached as Schedule 18. MetroPCS, at its own cost and expense,
shall be responsible for continuing to upgrade to recent versions of the Amdocs Systems
(as described above in this Section) to ensure the continued availability of
maintenance services following expiration of the Termination Assistance Period.
	 
	 	(h)	 	Following expiration of the Termination Assistance Period, at rates then agreed
to by the Parties for the scope of services requested by MetroPCS, Amdocs shall make
available for purchase by MetroPCS on an annually renewable basis support services for
the portions of the Amdocs Systems described in subsection (b) of the “Amdocs Systems”
definition. Following expiration of the Termination Assistance Period, at rates then
agreed to by the Parties for the scope of services requested by MetroPCS, Amdocs shall
make commercially reasonable efforts to make available for purchase by MetroPCS support
services for the Amdocs-Provided Third Party Software. Irrespective of whether
MetroPCS elects to purchase support services from Amdocs, on or before the Termination
Date, Amdocs shall deliver to MetroPCS all documented source code and all applicable
documentation for the Enhancements (including Enhancements to the Amdocs Systems and
Enhancements to the Amdocs-Provided Third Party Software).






	16.10	 	Termination Assistance. In connection with the expiration or any termination of the
Agreement (in whole or in part), for the period of time requested by MetroPCS (provided that
such period may not extend beyond *** following the Termination Date) (the “Termination
Assistance Period”), Amdocs will timely provide any termination




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	 	 	assistance services requested by MetroPCS in connection with the orderly transition of the
terminated Services to MetroPCS or its designated replacement provider (the “Termination
Assistance”), and such Termination Assistance shall be provided on the same terms as the
terms of the Agreement (excluding the terms of Section 2.4). Termination Assistance shall
include, without limitation, (but only to the extent requested by MetroPCS): (a) Amdocs’
continued provision of Services to MetroPCS; (b) until such time as the number of System
Subscribers falls below *** , timely providing to MetroPCS in accordance with the terms set
forth in Section 8.5.2 all Releases occurring during any portion of the Termination
Assistance Period (thereafter, Releases will be provided subject to MetroPCS’ purchase of
maintenance services as described in Section 16.9(g)); (c) promptly providing any
transition-related services requested by MetroPCS; (d) at a time designated by MetroPCS,
delivering a copy of all MetroPCS Data to MetroPCS in the industry-standard format requested
by MetroPCS; and (e) such other assistance and Services as MetroPCS shall request. MetroPCS
will be obligated to pay for the Termination Assistance provided by Amdocs at the
then-applicable rates under the Agreement or applicable Order(s), unless the Agreement was
terminated (in whole or in part): (f) (i) as a result of an Amdocs Event of Default; (ii)
by MetroPCS under Section 16.2 following an event described therein affecting Amdocs; or
(iii) by MetroPCS under Section 17.9(b), in any of which cases *** ; or (g) by MetroPCS
under Section 4.4.3(e), Section 16.3.1, Section 16.3.2 or Section 17.9(a), in which case ***
        . Notwithstanding anything contained herein to the contrary, under no circumstances may
Amdocs prohibit or prevent MetroPCS from copying, downloading or transferring the MetroPCS
Data to MetroPCS, its Affiliates, Designated Entities, Authorized Users and/or a Third
Party.
	 
	16.11	 	Survival. Any terms of the Agreement or any Order that expressly or by their nature would
reasonably continue beyond the termination, expiration or other ending of the Agreement or any
Order shall survive the termination, expiration or other ending of the Agreement or any Order
including, without limitation, any terms of the Agreement that are applicable to ongoing
maintenance services and support services provided under the terms of Sections 16.9(g) and/or
16.9(h) and the terms set forth in the following Sections and Schedules of the Agreement:
Sections 1, 2.3.4(c), 6.2.1(c), 6.6, 8.1, 8.2, 8.3, 8.4, 8.6, 8.8, 11.2(d), 11.2(e), 11.2(f),
11.5, 12.4, 12.5, 12.6, 12.7, 12.8, 13.1, 13.2 (through conclusion of the Termination
Assistance Period and for a period of one (1) year thereafter), 14, 15, 16.8 through 16.11,
17.1, 17.2, 17.4, 17.5, 17.6, 17.10, 18, 19.1, 19.3, 20.2, 20.3, 20.4, 20.6 through 20.13,
20.16, 20.18, and Section(s) 1, 10 and 11 of Schedule 8. In addition, with respect to
Sections 4.6, 4.8, 8.5.2, 11.2(a), 11.2(g), 11.2(h), 11.2(j) and 17.3 (excluding subsection
(b) thereof), to the extent and for as long as MetroPCS purchases maintenance services and/or
support services from Amdocs as provided in Sections 16.9(g) and (h), the provisions of such
Sections applicable to the particular maintenance and/or support services purchased by
MetroPCS shall survive the termination, expiration or other ending of the Agreement or any
Order; provided, however, that Section 17.3(c) during such survival period
shall be deemed amended as follows: “(c) Amdocs has properly terminated maintenance services
and/or support services, as the case may be, pursuant to Section 16.4(b), and MetroPCS does
not provide Amdocs with reasonable assurance that Amdocs will receive payment for all




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	 	 	future maintenance services and/or support services, as the case may be, on or before the
applicable payment date set forth in Section 12”.
	 
	17.	 	REMEDIES AND LIABILITY
	 
	17.1	 	Rights and Remedies of Amdocs Upon Default of MetroPCS. Upon the occurrence of an Event of
Default by or with respect to MetroPCS and subject to Section 16.8, without limiting the terms
of Section 17.4, Amdocs shall be entitled to the following remedies:






	 	(a)	 	subject to the terms of Sections 16.9, 16.10 and 17.3, terminate the Agreement;
and/or
	 
	 	(b)	 	subject to the further terms of this Section 17, seek to recover damages from
MetroPCS; and/or
	 
	 	(c)	 	if applicable, obtain the additional rights and remedies set forth in Section 20.4.4.






	 	 	Upon the occurrence of a MetroPCS Event of Default with respect to which Amdocs exercises a
termination remedy as described in Section 17.1(a), subject to the terms of Sections 16.9,
16.10 and 17.3, Amdocs shall effectuate such termination by delivering to MetroPCS a
Termination Notice specifying the Termination Date, but such Termination Date shall be no
earlier than *** from the date of such notice. Following the Termination Date, Amdocs shall
deliver Termination Assistance to MetroPCS unless MetroPCS shall, at least *** prior to the
Termination Date, notify Amdocs that it need not provide Termination Assistance, in which
event the Agreement will terminate on the Termination Date.
	 
	17.2	 	Rights and Remedies of MetroPCS Upon Default of Amdocs. Upon the occurrence of an Event of
Default by or with respect to Amdocs and subject to Section 16.8, without limiting the terms
of Section 17.4, MetroPCS shall be entitled to:






	 	(a)	 	subject to MetroPCS’ rights as set forth below in this Section, terminate the
Agreement; provided that, if a Section 16.4(d) Event of Default occurs in respect of a
Critical Milestone included in an Order, MetroPCS shall have the right to terminate the
applicable Order; and/or
	 
	 	(b)	 	subject to the further terms of this Section 17, seek to recover damages from
Amdocs; and/or
	 
	 	(c)	 	if the Event of Default constitutes a Release Condition (as defined in the
Preferred Escrow Agreement), receive the Deposit Materials (as defined in the Preferred
Escrow Agreement) from escrow pursuant to the terms of the Preferred Escrow Agreement;
	 
	 	(d)	 	the Termination Assistance Services;
	 
	 	(f)	 	Amdocs’ performance of its obligations under Section 16.9; and/or




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	 	(g)	 	if applicable, the additional rights and remedies set forth in Section 20.4.4.






	 	 	Upon the occurrence of an Amdocs Event of Default with respect to which MetroPCS exercises a
termination remedy as described in Section 17.2(a), MetroPCS shall effectuate such
termination by delivering to Amdocs a Termination Notice that specifies the Termination
Date; provided, however, that Amdocs shall remain obligated to perform its
Termination Assistance obligations set forth in Section 16.10 until they are fulfilled. For
the avoidance of doubt, any termination pursuant to this Section 17.2 shall not constitute a
termination under any other provision of the Agreement, and MetroPCS shall not be required
to pay Termination Fees to Amdocs with respect to any such termination.
	 
	17.3	 	No Interruption of Services. Notwithstanding anything that may be contained in the Agreement
to the contrary, and regardless of whether or not the Parties have availed themselves of the
dispute resolution procedures described in Section 20.4, in no event nor for any reason
whatsoever shall Amdocs deny, withdraw, interrupt or restrict provision or receipt of the
Services (including any Termination Assistance), disable any equipment or software used to
provide Services, or perform, or omit to perform, any other action under the Agreement that
has the effect of preventing, impeding or reducing in any material way the provision of
Services, or preventing, impeding or reducing in any material way the ability of MetroPCS, its
Affiliates, Designated Entities and/or Authorized Users to conduct their business activities,
unless: (a) authority to do so is conferred by a court of competent jurisdiction after due
notice having been provided to MetroPCS; (b) the Agreement has expired or been terminated and
Amdocs has rendered the Termination Assistance required by the Agreement; or (c) Amdocs has
properly terminated the Agreement pursuant to Section 16.4(b) and MetroPCS does not: (i)
provide Amdocs with reasonable assurance that Amdocs will receive payment for all future
Outsourcing Services on or before the applicable payment date set forth in Section 12; and
(ii) agree to pay monthly in advance all reasonably estimated Termination Assistance fees for
the then-upcoming month (excluding fees for the Outsourcing Services).
	 
	17.4	 	Non-Exclusive Remedies. Subject to the terms and restrictions set forth in Section 17.3 and 17.6,
the remedies provided in Sections 17.1 and 17.2 of the Agreement or elsewhere in the
Agreement are neither exclusive nor mutually exclusive, and the Parties shall be entitled to
any and all such remedies, and any and all other remedies that may be available to the Parties
at Law or in equity, by statute or otherwise, individually or in any combination thereof.
	 
	17.5	 	Disclaimer of Non-Direct Damages. EXCEPT AS PROVIDED IN SECTION 17.7 AND AS MAY BE EXCLUDED
UNDER SECTION 17.8, REGARDLESS OF THE LEGAL OR EQUITABLE BASIS OF ANY CLAIM, NEITHER PARTY
SHALL BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR PUNITIVE
DAMAGES INCLUDING WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM INACCURATE OR LOSS OF
PROFITS, REVENUE OR DATA ARISING OUT OF OR IN ANY WAY RELATED TO THE AGREEMENT (INCLUDING ANY
ORDER HEREUNDER OR OTHER




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	 	 	COLLATERAL AGREEMENT), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF
THE FORM IN WHICH ANY ACTION IS BROUGHT (E.G., CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE).
	 
	17.6	 	Damages Cap. EXCEPT AS PROVIDED IN SECTION 17.7 AND AS MAY BE EXCLUDED UNDER SECTION 17.8,
EACH PARTY’S AGGREGATE CUMULATIVE MONETARY LIABILITY FOR ALL CLAIMS ARISING UNDER OR RELATING
TO THE AGREEMENT (INCLUDING ANY ORDER HEREUNDER OR OTHER COLLATERAL AGREEMENT) NOTWITHSTANDING
THE FORM (E.G., CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE) IN WHICH ANY SUCH CLAIM IS MADE,
SHALL BE LIMITED AND SHALL NOT EXCEED: *** .
	 
	17.7	 	Exclusions. The liability limitations set forth in Sections 17.5 and 17.6 shall not apply
to: *** .
	 
	17.8	 	Items not Considered Damages. Notwithstanding anything that may be contained herein to the
contrary, the following shall not be considered liabilities, amounts or damages that count
toward satisfaction of the MetroPCS Cap or the Amdocs Cap, as the case may be, nor shall they
be considered damages that are subject to the liability exclusions set forth in Section 17.5:






	 	(a)	 	*** ;
	 
	 	(b)	 	amounts paid by MetroPCS but subsequently recovered from Amdocs due to
incorrect charges for Services not having been provided;
	 
	 	(c)	 	*** ;
	 
	 	(d)	 	any court costs and/or expenses and attorneys’ fees, costs and/or expenses
awarded to a Party (including fees, costs and/or expenses awarded under Section 17.10);
	 
	 	(e)	 	to the extent a Party elects to cure any failure by it to comply with its
obligations under the Agreement, all costs and expenses associated with such cure.






	17.9	 	Liability Cap. MetroPCS shall have the right to terminate the Agreement by delivering a
Termination Notice to Amdocs specifying the Termination Date if, at any time: (a)(i) the
total aggregate liability of Amdocs for claims asserted by MetroPCS under or in connection
with the Agreement exceeds *** of the Amdocs Cap; and (ii) Amdocs elects not to waive such cap
and/or increase the available cap to an amount at least equal to the original cap ***
following its receipt of a written request from MetroPCS that it do so; or (b) the total
aggregate liability of Amdocs equals or exceeds the Amdocs Cap. Notwithstanding any such
termination, Amdocs shall remain obligated to perform its Termination Assistance obligations
until such obligations have been fulfilled. For the avoidance of doubt, any termination
pursuant to this Section 17.9 shall not constitute a termination under any other provision of
the Agreement, and MetroPCS shall not be required to pay Termination Fees to Amdocs in respect
of any such termination.




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	17.10	 	Attorneys’ Fees. If a Party brings an action, proceeding or claim against the other Party
arising out of or relating to: (a) enforcement of a Party’s indemnification obligations; (b)
enforcement of a Party’s obligations in respect of Confidential Information; or (c) a claim
for equitable relief (e.g., specific performance or an injunction), the trier of fact may, in
the exercise of its discretion, award the Party it finds to be the prevailing Party in such
action, proceeding or claim that portion or all of its fees, costs and expenses (including
court costs and reasonable fees for attorneys and expert witnesses) that it deems to be
appropriate under the facts and circumstances. The term “prevailing Party” for purposes of
this Section 17.10 shall include a defendant or plaintiff, as applicable, who has by motion,
judgment, verdict or dismissal by a court, successfully: (d) defended against any claim that
has been asserted against it, in the case of a defendant; and/or (e) asserted any claim
against a defendant, in the case of a plaintiff. Fees, costs and/or expenses awarded to a
Party under this Section 17.10 shall not be payable until such time as the Party obliged to
pay such fees, costs and/or expenses has exhausted all available rights of appeal and such
order shall have become final.
	 
	18.	 	INDEMNIFICATION AND INSURANCE
	 
	18.1	 	General Indemnity. Each Party (“Indemnitor”) shall defend, indemnify and hold harmless the
other Party and its Affiliates, and each of their respective directors, officers, employees,
attorneys, agents, representatives, successors and assigns (“Indemnitee”) from and against any
notice, claim, fine, penalty, loss, cost, damage, expense or liability (including costs of
defense, attorneys’ fees and appellate costs) (collectively and individually, “Liabilities”)
that arises out of or relates to: ***






	 	(d)	 	Amdocs shall defend, indemnify and hold harmless the MetroPCS Indemnitees from
and against any Liabilities that arise out of or relate to: *** ; and
	 
	 	(e)	 	*** .






	18.2	 	Infringement Indemnity.
	 
	18.2.1	 	By Amdocs. If, by reason of the grant of any rights by Amdocs hereunder, or the exercise of
any rights granted by Amdocs hereunder, or the provision of the System, or the performance of
any Services by or on behalf of Amdocs, a notice, charge, demand, complaint, claim, action,
proceeding or suit is asserted against any MetroPCS Indemnitee by a Third Party alleging: ***
        .
	 
	 	 	If an injunction or order is obtained against Amdocs for use of the System or Services,
including any Third Party software which Amdocs supplies in the provision of the System or
Services, at its sole cost and expense, Amdocs shall at Amdocs’ option (after consulting
with MetroPCS) *** .
	 
	 	 	Amdocs shall have no obligation to indemnify MetroPCS arising out of any claim or action to
the extent that it is based upon: (h) modification of a program or machine undertaken by
MetroPCS or its Personnel, unless such modification: (i) is included by Amdocs as part of
the System or Services; (ii) is described or contemplated by both Parties in the System
design or documentation, such as user configurable options or




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	 	 	features, unless Amdocs has informed MetroPCS in writing that particular configurations are
not approved; (iii) was described in or contemplated by both Parties as part of the System
or Services; (iv) was described or contemplated by both Parties in the agreed upon scope of
work or any subsequent project description; or (v) was authorized by Amdocs in writing in
advance; (i) is combined, operated or used by MetroPCS with apparatus, data or programs
neither furnished nor approved by Amdocs except where such combination, operation or use is
expressly described or detailed in the agreed upon scope of work or project description; (j)
the use by MetroPCS of any software provided by any Third Party other than in accordance
with relevant software licenses whether or not such license agreements are provided to
Amdocs; (k) Third Party equipment and Amdocs-Used Third Party Software, other than to the
extent that such indemnity arises out of a combination of such Third Party equipment and
Amdocs-Used Third Party Software into or with the System, provided that Amdocs assigns to
MetroPCS or prosecutes on behalf of MetroPCS all indemnity and defense obligations that such
Third Party equipment or Amdocs-Used Third Party Software manufacturer provides to Amdocs;
and (l) the use, in accordance with the applicable license agreement, of MetroPCS Third
Party Software or MetroPCS Owned Software and supplied by MetroPCS to Amdocs.
Notwithstanding anything contained herein to the contrary, a use, operation, or combination
detailed, authorized or contemplated in the architectural and functional design documents
agreed to by the Parties under the Agreement shall be deemed to be an Amdocs authorized use,
operation, or combination.
	 
	18.2.2	 	By MetroPCS. MetroPCS shall indemnify, defend and hold Amdocs and its Affiliates, and each
of their respective directors, officers, employees, attorneys, agents, representatives,
successors and assigns harmless from and against any claims, suits or liabilities that any
intellectual property utilized by Amdocs in the provision of the System or the Services under
the Agreement that is either owned and provided by MetroPCS or that constitutes MetroPCS Owned
Software or MetroPCS Third Party Software: *** . MetroPCS shall have no obligation to
indemnify the Amdocs Indemnitees arising out of any claim or action relating to its
intellectual property or any claim or action related to the Freedom Wireless Patents to the
extent that it is based upon: (c) modification of a MetroPCS program or machine by Amdocs,
unless such modification has been approved by MetroPCS in writing and in advance including as
detailed in the agreed upon scope of work or any subsequent project description or Change
Request; (d) Amdocs’ combination, operation or use with apparatus, data or programs neither
furnished nor approved by MetroPCS unless such combination: (i) is described in the System
design or documentation; (ii) was detailed in the agreed upon scope of work or any subsequent
project description or Change Request; (e) the use by Amdocs of any software provided by any
Third Party other than in accordance with relevant software licenses whether or not such
license agreements are provided to MetroPCS; (f) Third Party equipment and software, other
than to the extent that such indemnity arises out of a combination of such Third Party
equipment and software into or with the System, provided that MetroPCS assigns to Amdocs or
prosecutes on behalf of Amdocs all indemnity and defense obligations that such Third Party
equipment or software manufacturer provides to MetroPCS; and/or (g) the use, in accordance
with the applicable license agreement, of Amdocs Third Party Software or Amdocs Systems and
supplied by Amdocs to MetroPCS.




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	18.2.3	 	Willful Infringement. Notwithstanding anything to the contrary, neither Party shall require
the other Party to intentionally infringe the Intellectual Property Rights of any Third Party;
provided, however, that a Party which becomes aware that the other Party’s
request may cause such Party to intentionally infringe the Intellectual Property Rights of a
Third Party shall promptly notify the other Party of such belief in writing and shall
cooperate with the other Party to modify the request so as to make it non-infringing.
	 
	18.2.4	 	Future Activities. In the event that: *** then *** provide written notice to the other
Party of such intent. If the other Party reasonably believes that such modifications could
give rise to a claim of infringement of a Third Party’s Intellectual Property Rights, that
Party shall notify the other Party of such reasonable belief. Prior to implementing such
modification, the Parties will work together to develop a solution which the Parties agree is
non-infringing. In the event that the Parties cannot agree upon such a non-infringing
solution and a Party nonetheless elects to *** , that Party shall be obligated to *** .
	 
	18.2.5	 	Third Party Products. Amdocs shall exercise commercially reasonable efforts to enter into
agreements with suppliers of Amdocs Equipment and suppliers of Amdocs Third Party Software
that include intellectual property infringement defense and indemnification provisions that
minimally are as protective of the MetroPCS Indemnitees as the terms of Section 18.2.1 and
that include the MetroPCS Indemnitees within the scope of the persons and entities entitled to
receive defense and indemnification and to be held harmless thereunder. Upon request, Amdocs
shall provide to MetroPCS a copy of the relevant portions of the agreement between Amdocs and
a supplier of Amdocs Equipment and/or a supplier of Amdocs Third Party Software if MetroPCS
reasonably believes that it may be entitled to tender defense of a claim and/or seek
indemnification in respect of a claim asserted by a Third Party.
	 
	18.3	 	Indemnification Procedures. Any claims for indemnification hereunder shall be subject to the
following procedures:






	 	(a)	 	The Indemnitee shall promptly notify the Indemnitor in writing of a claim in
respect of which it seeks indemnification under Section 18.1 or 18.2; provided,
however, that the failure to provide prompt notice shall not reduce the
Indemnitor’s obligations under such Sections. Within ten (10) days following its
receipt of such claim notice, the Indemnitor shall notify the Indemnitee as to whether:
(i) it will or will not indemnify the Indemnitee (the “Election Notice”); or (ii)
additional information is reasonably necessary to enable the Indemnitor to determine
whether it will indemnify the Indemnitee, in which case the Indemnitee shall
cooperatively provide to the Indemnitor any information known by the Indemnitee that is
reasonably requested by the Indemnitor. Under all circumstances, if it intends to
indemnify the Indemnitee, the Indemnitor must provide an Election Notice to the
Indemnitee within thirty (30) days following its receipt of the Indemnitee’s claim
notice.






	 	(b)	 	The Indemnitee shall not be required to admit any liability whatsoever.
	 
	 	(c)	 	If, in its Election Notice, the Indemnitor agrees to indemnify the Indemnitee,
then the Indemnitor shall take control of the defense and investigation of the claim
(the




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	 	 	 	“Defense”) at its own expense and shall have the right to use attorneys of its
choice. The Indemnitor shall not be liable to the Indemnitee for any additional
costs related to the Defense that are incurred after the Indemnitee has received the
Election Notice (i.e., attorneys’ fees incurred by the Indemnitee), except as
provided in Section 18.3(e), and except for such Defense costs and other costs
incurred by the Indemnitee to comply with requests for cooperation and discovery by
the Indemnitor that are incurred at the Indemnitor’s request.
	 
	 	(d)	 	If the Indemnitor has agreed to defend the Indemnitee, the Indemnitee shall
cooperate in all reasonable respects with the Indemnitor and its attorneys in the
Defense of such claim, and may reasonably participate at its own expense, through its
attorneys or otherwise, in such Defense, provided that such participation does not
interfere with the Indemnitor’s Defense. If it is later determined by a court of
competent jurisdiction, without right of further appeal, that such claim was not
eligible for indemnification by the Indemnitor, *** , the Indemnitee shall reimburse
the Indemnitor in full for all losses (including, without limitation, settlements,
judgments, costs and expenses, including reasonable attorneys’ fees) incurred by the
Indemnitor in connection with such claim.
	 
	 	(e)	 	If, in its Election Notice, the Indemnitor declines to indemnify the
Indemnitee, then: (i) the Indemnitee shall assume such defense, provided that the
Indemnitor may assume such defense at a later time upon reasonable prior notice to the
Indemnitee, but only if the Indemnitor reimburses the Indemnitee at the time of such
assumption for all costs, expenses and losses (including, without limitation,
settlements, judgments, costs and expenses, including any attorneys’ fees) incurred by
the Indemnitee up to and including the date of such assumption; and (ii) if it is later
determined by a court of competent jurisdiction, without right of further appeal, that
such claim was eligible for indemnification by the Indemnitor, *** , the Indemnitor
shall reimburse the Indemnitee in full for all losses (including, without limitation,
settlements, judgments, costs and expenses, including reasonable attorneys’ fees, and
interest thereon) incurred by the Indemnitee in connection with such claim.
	 
	 	(f)	 	The Indemnitor shall be subrogated to the rights and defenses of the Indemnitee
to the extent of, and with respect to, the Indemnitor’s obligation to indemnify the
Indemnitee under this Section 18.3.
	 
	 	(g)	 	All settlements of claims subject to indemnification under this Section which
the Indemnitor has agreed to defend, indemnify and hold the Indemnitee harmless from,
shall:






	 	(i)	 	if requiring any admission of guilt by the Indemnitee, be
entered into only with the consent of the Indemnitee, which consent shall not
be unreasonably withheld, conditioned or delayed; and
	 
	 	(ii)	 	include an appropriate confidentiality agreement prohibiting
disclosure of the terms of such settlement.




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	18.4	 	Insurance.
	 
	18.4.1	 	Coverages. For the entire Term and the Termination Assistance Period and for other periods
as may be required herein, at its sole cost and expense, Amdocs shall maintain in effect
insurance coverages required by Law and, without limiting the generality of the foregoing, the
insurance coverages identified in Schedule 20, with limits not less than those
specified in Schedule 20. The fact that Amdocs has obtained the insurance required in
this Section 18.4 shall in no manner lessen or otherwise affect Amdocs’ other obligations or
liabilities set forth in the Agreement including, without limitation, its indemnification
obligations under Sections 18.1, 18.2 and 18.3. If Amdocs retains any Authorized
Subcontractors, Amdocs shall require all such Authorized Subcontractors to carry appropriate
coverages for the type of work to be performed by such Authorized Subcontractors.
	 
	18.4.2	 	Evidence of Insurance. From time to time at MetroPCS’ reasonable request, Amdocs shall
deliver to MetroPCS a then-current certificate of insurance that evidences Amdocs’ ongoing
compliance with the requirements set forth in this Section 18.4 and identifies MetroPCS, its
Affiliates and Designated Entities, and their respective directors, officers, agents and
employees, as: (a) additional insureds to Amdocs’ general liability (under CG2010 (11/85) or
equivalent), property, auto liability and umbrella (excess) policies; and (b) loss payees to
Amdocs’ employee dishonesty and computer fraud policies. Each certificate of insurance and
certification shall identify each required coverage as either claims-made or occurrence based
coverage. Amdocs’ failure to provide, or MetroPCS’ failure to demand, such certification
and/or certificates of insurance shall not constitute a waiver by MetroPCS of the insurance
requirements set forth herein. In addition, if MetroPCS in good faith believes that it (or
its Affiliates or Designated Entities, or any of its or their respective directors, officers,
agents or employees) may be entitled to assert a claim under any Amdocs policy of insurance in
respect of which it is named as an additional insured, within fourteen (14) days following
receipt of MetroPCS’ written request, Amdocs shall deliver to MetroPCS a copy of the relevant
policy(s), with financial information (such as premium and deductible amounts) redacted.
	 
	18.4.3	 	Claims-Made Coverage. If any coverage required under the Agreement is written on a
claims-made basis, the certificate of insurance shall clearly so state. In addition to the
coverage requirements specified above, in respect of claims-made policies, Amdocs will ensure
that: (a) the policy’s retroactive date coincides with or precedes Amdocs’ commencement of
the performance of Services (including subsequent policies purchased as renewals or
replacements); and (b) the policy continues for the entire Term and for a period of two (2)
years following the conclusion of the Termination Assistance Period.
	 
	18.4.4	 	Notice of Cancellation or Change of Coverage. All certificates of insurance provided by
Amdocs must evidence that the insurance provider will give MetroPCS *** written notice in
advance of any cancellation, lapse or reduction in respect of such insurance, but failure to
give such notice shall impose no obligation or liability of any kind upon the insurer
affording coverage, its agents or representatives.




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	18.4.5	 	Qualifying Insurers. All policies of insurance required hereby shall be issued by providers
of insurance licensed to conduct business in the geographic areas in or from which Services
are to be provided and having an AM Best rating of *** and a Financial Size Category of *** .
	 
	19.	 	FORCE MAJEURE EVENTS
	 
	19.1	 	General. Subject to Section 19.5, no Party shall be liable for *** in the performance of its
obligations under the Agreement (including, but not limited to, breach) if and to the extent
such default or delay is caused, directly or indirectly, by fire, flood, epidemic, power
failure, earthquake, elements of nature or acts of God, act of governmental body or military
authority, wars, riots, civil disorders, blockades, embargoes, terrorist activities, civil
insurrection, rebellions or revolutions, or any other similar cause that is both: (a) not
foreseen or foreseeable; and (b) beyond the reasonable control of such Party, but only to the
extent a Party’s performance is actually delayed or prevented and only during such time that
it is so delayed or prevented (each, a “Force Majeure Event”), except to the extent that the
non-performing Party is solely at fault in failing to prevent or mitigate, or causing such
default or delay, and provided that such default or delay cannot, through the non-performing
Party’s exercise of commercially reasonable efforts, be circumvented by the non-performing
Party through the use of alternate sources, workaround plans or other means.
	 
	19.2	 	Duration and Notification. In the event of a Force Majeure Event, the non-performing Party
shall be excused from further performance or observance of the obligation(s) so affected for
as long as such circumstances prevail (and a reasonable period of time for overcoming the
effects thereof has passed) and such Party continues to use commercially reasonable efforts to
re-commence performance or observance whenever and to whatever extent possible without delay.
Any Party so prevented, hindered or delayed in its performance shall, promptly, but in any
event within *** of the occurrence of the Force Majeure Event, notify the Party to whom
performance is due by telephone (to be confirmed in writing within *** of the inception of the
Force Majeure Event) and describe at a reasonable level of detail the circumstances of such
Force Majeure Event, the steps being taken to address such Force Majeure Event, any known
possible alternatives or workarounds which may be available to the other Party the expected
duration of such Force Majeure Event and any other relevant information.
	 
	19.3	 	Substitute Services. If any event described in Section 19.1 has substantially prevented,
hindered or delayed, or is reasonably expected to substantially prevent, hinder or delay,
Amdocs’ performance of material Services for longer than the recovery period specified in the
applicable Disaster Recovery Plan or, if there is no such specified recovery period, *** ,
then unless otherwise directed by MetroPCS, Amdocs shall use commercially reasonable efforts
to provide such Services from an alternate Amdocs facility in accordance with any requirements
of Law, treating MetroPCS at least as favorably as other similarly situated customers and,
failing that, to procure substitute services for such Services from an alternate source at
Amdocs’ expense. If Amdocs is unable to procure such substitute services on an expedited
basis or MetroPCS otherwise elects to contract directly for such substitute services: (a)
notwithstanding Section 2.4, at Amdocs’




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	 	 	expense, MetroPCS may procure such Services from an alternate source until the date on which
Amdocs is able to itself resume performance of the Services in accordance with the terms of
the Agreement or procure and provide to MetroPCS substitute services that are reasonably
acceptable to MetroPCS, and for a period of *** after such date; and (b) if applicable in
accordance with the terms specified therein, the terms of Section 16.3.1 shall apply.
Notwithstanding any contrary terms in the foregoing, if Amdocs is unable within *** to
itself resume performance of the Services in accordance with the terms of the Agreement or
procure and provide to MetroPCS substitute services that are reasonably acceptable to
MetroPCS, then: (c) MetroPCS shall have the right to terminate the Agreement pursuant to
Section 16.3.1; and (d) irrespective of whether MetroPCS exercises its right to terminate
the Agreement under Section 16.3.1, the obligations undertaken by Amdocs under the terms of
the foregoing subsection (a) shall remain in effect for an additional *** period plus any
additional period of time thereafter desired by MetroPCS, provided that *** .
	 
	19.4	 	Disaster Recovery. Upon the occurrence of a Force Majeure Event that constitutes a Disaster,
Amdocs promptly shall implement the Disaster Recovery Plan. The occurrence of a Force Majeure
Event shall not relieve Amdocs of its obligation to implement the Disaster Recovery Plan,
except to the extent the implementation of such Disaster Recovery Plan is itself subject to a
Force Majeure Event. During any period that MetroPCS does not elect to purchase Disaster
Recovery services from Amdocs, Amdocs responsibility hereunder shall be limited to notifying
MetroPCS’ or its designated Disaster Recovery services vendor and implementing those portions
of the Disaster Recovery Plan expressly designated as the responsibility of Amdocs as
Outsourcing provider (as opposed to Disaster Recovery Services provider).
	 
	19.5	 	Payment. If Amdocs fails to provide the Services in accordance with the Agreement due to the
occurrence of a Force Majeure 

Event, *** .
	 
	19.6	 	Allocation of Resources. Without limiting Amdocs’ obligations under the Agreement, whenever a
Force Majeure Event causes Amdocs to allocate limited resources between or among Amdocs’
customers, MetroPCS and its Affiliates shall receive at least the same treatment as all other
Amdocs wireless customers. In no event shall Amdocs re-deploy or re-assign any Key Personnel
to another customer or account in the event of the occurrence of a Force Majeure Event.
	 
	20.	 	GENERAL TERMS AND CONDITIONS
	 
	20.1	 	Compliance with Laws.
	 
	20.1.1	 	Amdocs will comply with the Amdocs Legal Requirements, and MetroPCS will comply with the
MetroPCS Legal Requirements. Except as provided in Section 2.7, a Party’s compliance with
such Legal Requirements will be undertaken at no additional cost or expense to the other
Party.
	 
	20.1.2	 	Subject to the terms of Section 20.1.3, the Parties will consult and cooperate with each
other in order to enable compliance with each Party’s Legal Requirements, as such Legal




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	 	 	Requirements may change over time during the Term. Such cooperation will include, without
limitation, a Party (without a duty of inquiry) notifying the other Party in writing
promptly if it has cause to believe the other Party is not in full compliance with its Legal
Requirements, and jointly developing a plan for achieving such compliance.
	 
	20.1.3	 	MetroPCS will be responsible for defining its requirements for its operations in accordance
with MetroPCS Legal Requirements, interpreting the MetroPCS Legal Requirements, and monitoring
compliance with such MetroPCS Legal Requirements. Amdocs will be responsible for defining its
requirements for its operations in accordance with Amdocs Legal Requirements, interpreting the
Amdocs Legal Requirements, and monitoring compliance with such Amdocs Legal Requirements.
Each Party will support the other with such definitions and monitoring as specified in Section
20.1.2. Adjustments or Changes requested by MetroPCS based on changes in the Law, and which
are not included in the Services or already provided by Amdocs as part of new Releases, will
be considered a Change and subject to the Change Management Procedures. Adjustments or
changes requested by Amdocs based on changes in the Law will be considered a Change and
subject to the Change Management Procedures, but except as provided in Section 2.7, such
Changes, if based on Amdocs Legal Requirements, shall be undertaken at no additional cost or
expense to MetroPCS.
	 
	20.2	 	No Waiver. No waiver of rights arising under the Agreement or Orders shall be effective
unless in writing and signed by the Party against whom such waiver is sought to be enforced.
No failure or delay by either Party in exercising any right, power or remedy under the
Agreement shall operate as a waiver of any such right, power or remedy and/or prejudice its
rights to bring any action in respect thereof or constitute waiver of any prior, concurrent,
or subsequent right, remedy, or duty within the Agreement.
	 
	20.3	 	Severability. If any provision of the Agreement or any Order is held invalid, illegal or
unenforceable, the remaining provisions of the Agreement or Order shall not in any way be
affected or impaired, and the invalid, illegal or unenforceable provision will be deemed to be
deleted, and the rights and obligations of Amdocs and MetroPCS will be interpreted
accordingly. The Parties shall cooperate in good faith to restate or replace the invalid,
illegal or unenforceable provision with a valid, legal and enforceable one that achieves the
same ends (to the maximum legal extent) as the provision determined to be invalid or
unenforceable.
	 
	20.4	 	Governing Law.
	 
	20.4.1	 	The Laws of the State of New York will govern the construction and enforcement of all of the
rights, duties, and obligations arising under, or relating in any manner to, the subject
matter of the Agreement, notwithstanding any conflicts of Law principles that would apply the
Laws of another jurisdiction. ANY ACTION, SUIT OR PROCEEDING BROUGHT BY A PARTY THAT IN ANY
WAY ARISES OUT OF OR RELATES TO THE AGREEMENT SHALL BE BROUGHT SOLELY AND EXCLUSIVELY IN THE
UNITED STATES, AND EACH PARTY IRREVOCABLY ACCEPTS AND SUBMITS TO THE SOLE AND EXCLUSIVE
PERSONAL JURISDICTION OF THE UNITED STATES COURTS IN




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	 	 	PERSONUM, GENERALLY AND UNCONDITIONALLY WITH RESPECT TO ANY ACTION, SUIT OR PROCEEDING
BROUGHT BY OR AGAINST IT BY THE OTHER PARTY. NEITHER PARTY SHALL BRING ANY ACTION, SUIT OR
PROCEEDING IN ANY WAY ARISING OUT OF OR RELATING TO THE AGREEMENT IN ANY OTHER COURT OR IN
ANY OTHER JURISDICTION AND SHALL NOT ASSERT ANY CLAIM, WHETHER AS AN ORIGINAL ACTION OR AS
A COUNTERCLAIM OR OTHERWISE, AGAINST THE OTHER IN ANY OTHER COURT OR JURISDICTION. Each
Party irrevocably waives and agrees not to assert, by way of motion, as a defense or
otherwise, any objection that it may now or hereafter have to the venue of any of the
aforesaid actions, suits or proceedings in the courts referred to above, and further waives
and agrees not to plead or claim in any such court that any such action or proceeding
brought in any such court has been brought in an inconvenient forum, that the venue of the
suit, action or proceeding is improper, or that the Agreement or the subject matter hereof
or thereof may not be enforced in or by such court. As the only exception to any of the
above, if a Party is entitled to seek injunctive or other equitable relief which is not
available in the venue specified in this Section, this Section shall not be deemed to be a
bar to the Party seeking such relief if such relief is wholly non-monetary injunctive or
other equitable relief.
	 
	20.4.2	 	MetroPCS and Amdocs will use their best efforts to resolve any controversy or claim arising
out of or relating to the Agreement or an Order through good faith negotiations, including the
following escalation procedure and time limits, unless otherwise agreed in writing by the
Parties:
	 
	 	 	***
	 
	 	 	If any escalation level does not resolve any matter to the Parties’ mutual satisfaction,
the persons at such level will jointly brief and provide the next level with all
information and background material necessary to resolve the matter through negotiations.
Except for claims or the type described in Section 20.4.4 and claims in respect of which
the applicable limitations period will imminently expire, which claims will not be subject
to the procedures set forth in this Section 20.4.2, the Parties shall not make any claims
for remedies based on an alleged breach of a Party’s obligations, assert any right to
terminate or provide a Termination Notice in connection with an alleged breach of a
Party’s obligations, or commence any other dispute resolution process, without first
attempting to resolve the matter through the foregoing escalation procedure. Any
applicable cure period under the Agreement shall run co-terminously with the duration of
dispute resolution efforts undertaken under this Section.
	 
	20.4.3	 	Nothing in the Agreement affects any statutory rights that cannot be waived or limited by
contract under applicable Law.
	 
	20.4.4	 	Notwithstanding anything contained in the Agreement to the contrary, the Parties shall be
entitled to seek injunctive or other equitable relief whenever the facts or circumstances
would permit a Party to seek equitable relief in a court of competent jurisdiction, including
under the circumstances set forth in Section 14.7.




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	20.4.5	 	Notwithstanding anything contained in the Agreement to the contrary, controversies, claims
or disputes, including any necessary fact or legal determination, that involves determining
whether a Release Condition (as such term is defined in the Preferred Escrow Agreement) has
occurred, will be resolved in accordance with the procedures set forth in the Preferred Escrow
Agreement; provided, however, that MetroPCS and Amdocs agree that no finding
of fact or law except that a Release Condition has or has not occurred shall be binding on a
Party.
	 
	20.5	 	Independent Contractors. Amdocs, in furnishing services to MetroPCS hereunder, is acting as
an independent contractor. No employer-employee relationship exists between a Party and the
Personnel of the other Party. Amdocs is not an agent of MetroPCS and has no right, power or
authority, expressly or impliedly, to represent or bind MetroPCS as to any matters, except as
expressly authorized in the Agreement. MetroPCS is not an agent of Amdocs and has no right,
power or authority, expressly or impliedly, to represent or bind Amdocs as to any matters,
except as expressly authorized in the Agreement.
	 
	20.6	 	Assignment and Subcontracts.
	 
	20.6.1	 	Any assignment, subcontract or other transfer of a Party’s rights or obligations under the
Agreement or any Order hereunder, in whole or in part, by operation of Law or otherwise,
requires the prior written consent of the other Party. Notwithstanding the foregoing, either
Party may, upon prior written notice to the other, assign the Agreement and all Orders to: (a)
any successor entity in connection with a Change in Control (but, in the case of MetroPCS, an
assignment to such a successor entity that is an Amdocs Competitor will require Amdocs’ prior
written consent, and in the case of Amdocs, an assignment to such a successor entity that is a
MetroPCS Competitor will require MetroPCS’ prior written consent); or (b) an Affiliate, but
only if the Affiliate is not a MetroPCS Competitor (in the case of proposed assignments by
Amdocs) or an Amdocs Competitor (in the case of proposed assignments by MetroPCS). Prior to
any such assignment, the assignee will be required to provide the other Party with a written
undertaking to comply with all the assignor’s obligations under the Agreement and all
applicable Orders. Any attempted assignment that does not comply with the terms of this
Section shall be null and void ab initio.
	 
	20.6.2	 	Without the prior written consent of MetroPCS, and subject to the requirements set forth in
Section 6.4, Amdocs may not subcontract, transfer or assign any of its obligations under the
Agreement including, without limitation, the provision of licenses, Services or Amdocs Third
Party Software or products, to any Amdocs Affiliates in respect of which Amdocs, directly or
indirectly, holds *** , or which holds, directly or indirectly, *** of Amdocs and/or to any
Third Party (where such consent is given by MetroPCS in writing, the applicable Affiliate or
Third Party shall constitute an “Authorized Subcontractor”). Any such consent will be
contingent upon the execution by such Authorized Subcontractor of an agreement with Amdocs
containing, at a minimum, terms that are at least as protective of MetroPCS as those set forth
in Sections 13, 14, 15, 18, 20.1, and 20.3. Subject to the requirements and limitations set
forth in Section 6.4, and provided that: (a) no MetroPCS Confidential Information is
disclosed to




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	 	 	Amdocs Personnel employed in countries outside the Territory *** (and such other countries
as MetroPCS may confirm in writing as acceptable for purposes of this Section 20.6.2) (all
such countries, the “Approved Countries”); and (b) all MetroPCS Confidential Information
remains at all times within the Approved Countries, with written notice to MetroPCS, Amdocs
may subcontract, transfer or assign any of its obligations under the Agreement including,
without limitation, the provision of licenses, Services or Amdocs Third Party Software or
products, to any Amdocs Affiliate in respect of which Amdocs, directly or indirectly holds
*** , or which holds, directly or indirectly, *** of Amdocs, and any such Amdocs Affiliate
to which obligations have been subcontracted, transferred or assigned shall constitute an
Authorized Subcontractor for purposes of the Agreement.
	 
	20.6.3	 	With respect to any Authorized Subcontractor:






	 	(a)	 	Amdocs shall be responsible for the performance (or non-performance, as the
case may be) of any part of the Agreement and any Order hereunder which is
subcontracted, transferred or delegated to an Authorized Subcontractor;
	 
	 	(b)	 	Amdocs’ obligations under the Agreement and any Order hereunder shall remain in
full force and effect, despite the involvement of Authorized Subcontractors in
performance of the Agreement; and
	 
	 	(c)	 	the applicable terms of the Agreement (including, without limitation, those
referred to in Section 16.11) shall also apply to the Authorized Subcontractors.






	20.7	 	Headings not Controlling. The headings of the Sections of the Agreement are inserted for
convenience only and are not intended to affect the meaning or interpretation of the
Agreement.
	 
	20.8	 	Notices.
	 
	20.8.1	 	Any notification, demand or communication which under the terms of the Agreement or
otherwise must or may be given or made by a Party shall be in writing, addressed or
transmitted to the other Party at the address and, if applicable, fax number, specified in
this Section 20.8 and shall: (a) be given in person; or (b) made by any delivery (courier)
service requiring signature on receipt; or (c) be given by fax.
	 
	20.8.2	 	Amdocs and MetroPCS may also communicate with each other, for their day-to-day project
activities and management to be performed under the Agreement, by electronic means, including
via e-mail. An identification code (called a user ID) contained in an electronic document
will be deemed sufficient to verify the sender’s identity and the document’s authenticity.
	 
	20.8.3	 	Unless specified otherwise in the Agreement, notices shall be deemed given:






	 	(a)	 	when delivered within the same country, upon the earlier of: (i) the day of
receipt, if delivered in person or electronically (if a read receipt is permitted by
the




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	 	 	 	recipient); or (ii) the next business day after being given to an overnight courier
with a reliable system for tracking delivery or after the transmission by fax and
receipt by the sender of a confirmation of transmission showing successful
completion of the transmission.
	 
	 	(b)	 	when delivered in a different country, upon the earlier of: (i) if in person,
electronically or by fax, the same as described in a subsection (a) above; or (ii) if
by express courier, the time frame for delivery generally stated by the courier
service, but no greater than seven (7) days. Amdocs and MetroPCS shall provide notices
under the Agreement to the following addresses and persons:





	 	 	 	 	 
	 

	 	If to Amdocs, Inc.:
	 	If to MetroPCS:
	 
	 	 	 	 
	 

	 	Amdocs, Inc.
	 	MetroPCS Wireless, Inc.
	 

	 	***
	 	***
	 
	 	 	 	 
	 

	 	If to ASSL:
	 	With a copy to:
	 
	 	 	 	 
	 

	 	Amdocs Software Systems Limited
	 	MetroPCS Wireless, Inc.
	 

	 	***
	 	***
	 
	 	 	 	 
	 

	 	With copies to:	 	 
	 
	 	 	 	 
	 

	 	Amdocs, Inc.	 	 
	 

	 	***	 	 







	20.8.4	 	Either Party may change its address, facsimile numbers and e-mail addresses for notification
purposes by giving the other Party prior written notice of the new information and its
effective date.
	 
	20.9	 	Successors and Assigns. To the extent assignment is permitted under Section 20.6, the
Agreement shall be binding upon and inure to the benefit of the Parties hereof and to their
permitted successors and assigns.
	 
	20.10	 	Publicity.
	 
	20.10.1	 	Except as set forth in this Section 20.10, each Party must obtain the other Party’s prior
written consent before publicly using or disclosing any advertising, written sales promotion
materials, press releases, or other publicity matters relating to the Agreement, which consent
shall not be unreasonably withheld.
	 
	20.10.2	 	Notwithstanding anything to the contrary in Section 20.10.1, each of the Parties may
include the names of the Parties, the existence of the Agreement, and a factual description of
the Services performed under the Agreement:






	 	 (a)	 	on internal employee bulletin boards;
	 
	 	 (b)	 	in internal business planning documents;




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	 	 (c)	 	in public filings required by applicable Laws; and
	 
	 	 (d)	 	whenever necessary to comply with generally accepted accounting principles,
stock exchange rules or applicable Laws.






	20.10.3	 	The Parties agree that, upon the execution of the Agreement and any renewal thereof,
MetroPCS and Amdocs will issue a joint press release regarding the scope of the Agreement,
provided that the content of the press release and the timing of its distribution are mutually
agreed to by both Parties and the press release has received the prior written approval and
consent of MetroPCS and Amdocs. Subject to the foregoing, the Parties agree to cooperate
regarding the issuance of one or more additional press releases relating to the Agreement.
	 
	20.11	 	Export. The Parties expressly acknowledge their obligation to comply with all applicable
Legal Requirements regarding export from the United States of computer equipment, software,
technical data or derivatives thereof, as such requirements may be modified from time-to-time.
Each Party will reasonably cooperate with the other and will provide to the other promptly
upon request any end-user certificates, affidavits regarding re-export or other certificates
or documents as are reasonably requested to obtain approvals, consents, licenses and/or
permits required for any payment or any export or import of products or services under the
Agreement.
	 
	20.12	 	Third Party Beneficiaries. The Agreement is entered into solely between, and may be
enforced only by, MetroPCS and Amdocs. The Agreement shall not be deemed to create any
benefits, rights, claims, obligations, or causes of action in, to, or on behalf of any Third
Parties including, without limitation, Affiliates, Authorized Subcontractors, Third Parties,
either Party’s Personnel, suppliers and customers of a Party, or to create any obligations of
a Party to any such Third Parties other than to MetroPCS and Amdocs under the Agreement,
except as set forth in Sections 18.1, 18.2, 18.3, and 18.4 or as otherwise expressly provided
in the Agreement.
	 
	20.13	 	Covenant of Good Faith. Each Party agrees that, in its respective dealings with the other
Party under or in connection with the Agreement, it shall act in good faith.
	 
	20.14	 	Similar Agreements. Provided Amdocs complies with its obligations under the Agreement,
Amdocs may enter into similar agreements with others and develop and provide equipment,
software, or services that are similar to or competitive with the equipment, software, and
Services provided under the Agreement. Provided MetroPCS complies with its obligations under
the Agreement (including under Sections 2.4 and 14.3), MetroPCS may enter into agreements with
Third Parties for such Third Parties to provide services that are not *** .
	 
	20.15	 	Acknowledgment. The Parties each acknowledge that the terms and conditions of the Agreement
have been the subject of active and complete negotiations, and that such terms and conditions
should not be construed in favor of or against any Party by reason




-77-









 






	 	 	of the extent to which any Party or its professional advisors participated in the
preparation of the Agreement.
	 
	20.16	 	Order of Precedence. In the event of conflict in substance, impact or otherwise between the
terms of the Agreement and any Schedule, Order, Attachment, Exhibit or other document attached
to and/or incorporated by reference herein or therein:






	 	(a)	 	to the extent the conflicting terms can reasonably be interpreted so that
such terms are consistent with each other, such consistent interpretation shall
prevail; and
	 
	 	(b)	 	to the extent subsection (a) does not apply, the following order of
precedence will prevail:






	 	(i)	 	the Agreement (including its Schedules, Exhibits and/or
Attachments) will prevail over a conflicting term in an Order (including its
Schedules, Exhibits and/or Attachments), except where an Order expressly
states that such conflicting term will take precedence;
	 
	 	(ii)	 	the terms set forth in the body of the Agreement will
prevail over a conflicting term in the Schedules, Exhibits and/or Attachments
to the Agreement;
	 
	 	(iii)	 	the terms set forth in the body of an Order will prevail
over a conflicting term in the Schedules, Exhibits and/or Attachments to such
Order; and
	 
	 	(iv)	 	the terms set forth in the Agreement (including its
Schedules, Exhibits and/or Attachments) or in an Order (including its
Schedules, Exhibits and/or Attachments) will prevail over a conflicting term
in the System Procedures Manual.






	 	 	The Parties shall work together cooperatively and in good faith to resolve any
interpretation conflicts that may arise.
	 
	20.17	 	Execution of Agreement. The Agreement may be executed in duplicate counterparts and both
together will constitute one and the same document. Counterparts may be executed in either
original or electronically transmitted form (e.g., faxes or emailed PDF form), and the Parties
hereby adopt as original any signatures received via electronically transmitted form.
	 
	20.18	 	Entire Agreement and Changes; Termination of the Letter of Authorization.
	 
	20.18.1	 	This Agreement and Orders hereunder shall together constitute the entire agreement between
MetroPCS and Amdocs with respect to the subject matter hereof and shall supersede all prior
oral and written quotations, communications, representations, agreements and understandings of
the Parties with respect to the subject matter thereof. Neither the Agreement nor any Order
may be modified except by a written instrument signed by a duly authorized representative of
each Party. Orders and other documents or




-78-









 






	 	 	instruments required to be signed by Amdocs shall designate the particular Amdocs entity
(ASSL or Amdocs, Inc.) that is executing such Order, document or instrument. ASSL and
Amdocs, Inc. shall each be responsible for its own performance under the Agreement and
solely responsible for any breach or other claim arising from its acts or omissions in
connection with this Agreement, provided, however, that at MetroPCS’
election, termination of the Agreement as against either ASSL or Amdocs, Inc. will be
effective against both ASSL and Amdocs, Inc. Nothing in this Agreement shall be construed
as: (a) conveying liability on ASSL or Amdocs, Inc. for the acts or omissions of the other
or (b) ASSL or Amdocs, Inc. guaranteeing the performance of one another. Any terms that
may appear on Amdocs’ invoices or any of MetroPCS’ documents that add to, vary from, or
conflict with, the provisions of the Agreement or the applicable Order shall be void.
	 
	20.18.2	 	The Parties agree that, as of the Signing Date, the LOA is terminated and of no further
force or effect. All fees, charges and expenses arising out of such LOA are included within
the fees, charges and expenses set forth in Schedule 8.





~Signature Page Follows~




-79-









 




IN WITNESS WHEREOF, MetroPCS and Amdocs have caused the Agreement to be signed by their duly
authorized representatives as of the Signing Date.




	 	 	 	 	 	 	 	 	 	 	 
	MetroPCS Wireless, Inc.	 	 	 	Amdocs Software Systems Limited	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Roger D. Linquist
	 	 	 	By:
	 	/s/ Neville Walker	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	(Signature)
	 	 	 	 	 	(Signature)	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Name:

	 	Roger D. Linquist
	 	 	 	Name:
	 	Neville Walker	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	(Typed or Printed)
	 	 	 	 	 	(Typed or Printed)	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Title:

	 	President and Chief Executive Officer
	 	 	 	Title:
	 	 Deputy General Manager	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	(Typed or Printed)
	 	 	 	 	 	(Typed or Printed)	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Date:

	 	9-15-08
	 	 	 	Date:
	 	September 16, 2008	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Amdocs, Inc.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ Thomas C. Drury	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	(Signature)	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Thomas C. Drury	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	(Typed or Printed)	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:
	 	President	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	(Typed or Printed)	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Date:
	 	9-16-08	 	 
	 

	 	 
	 	 	 	 	 	 	 	 







-80-












 





SCHEDULE 1

METROPCS-OWNED DELIVERABLES




     The following are MetroPCS-Owned Deliverables:



***




 









 








SCHEDULE 2

AMDOCS SYSTEMS




ASAP — Amdocs Service Activation



Amdocs Store Ordering and Activation Platform (ASAP) is a system used for managing orders of
cellular equipment as well as services.




CIM — Customer Interaction Manager



Amdocs Customer Interaction Manager (CIM) is a web-based, call center agent desktop for
high-volume, multi-functional, multimedia contact centers, designed to enable integrated customer
management strategy.




AMSS — Amdocs Self Service



Amdocs Self Service (AMSS) software offers a set of self service applications that enable self
service for MetroPCS’ subscribers. It allows the subscriber to view account details and make
payments.




APILink — Amdocs APIs



APILink is a set of Java-based APIs, enabling different Amdocs applications as well as Third Party
applications to integrate with the System and utilize the rich capabilities it provides.




ARM — Amdocs Resource Manager



The Amdocs Resource Management (ARM) module manages the lifecycle of resources. This includes
receiving the resources from communication authority, allocating them to dealers, maintaining their
status (active, reserved, cancelled, etc.), including managing numbers.




AAM — Amdocs Activation Manager



Amdocs Activation Manager (AAM) software streamlines the activation and provisioning of mobile
voice and data services. It automates the activation of services and individual Subscribers and
supports multi-vendor, multi-class and multi-technology networks and application servers, as well
as a vast range of IT elements.




SCP



The Amdocs SCP is highly available software that can provide ISUP messaging for establishing a
control relationship with the monitoring MSC. It has full support for outbound/inbound calling,
including mid-call teardown, an interface with Amdocs charging and open Internet protocol interface
to other IPs, or Interactive Voice Response (IVR).




AR — Amdocs Account Receivable



The Amdocs Accounts Receivable (AR) module manages the account MRC balance by handling all the
financial activities of the MetroPCS subscriber. Its GL sub-module reports all those financial
activities to the MetroPCS financial application.




 









 








ARC — Amdocs Roaming Controller



Amdocs Roaming Controller (ARC) software is the unique Amdocs solution for real-time prepaid
roaming support. It intercepts messages between VLR and SHLR and integrates with SCP and OLC to
authorize those calls.




AIP — Amdocs Inventory Platform



The Amdocs Inventory Platform (AIP) is a full scale, standard inventory control system. AIP tracks
the inventory of serial items and accessories in the locations where inventory is held (stores and
warehouses).




PC — Product Catalog



Product Catalog (PC) software handles all product and service offerings in an easy-to-access format
in a single database, supports flexible definition and bundling of price plans and services.




OLC — Online Charging



Online Charging (OLC) software is responsible for the real-time processing of request messages and
event records, originating from various network elements. Multiple processing modes are supported,
including request-response, transaction-based and file-based modes.




ABM — Amdocs Balance Management



Amdocs Balance Management is (ABM) software a value-added component, which maintains the real-time
account balance and reserved amounts, supports various balance policies and generates balance
threshold-based actions.




RPL — Amdocs Replenishment Management



Amdocs Replenishment Management (RPL) software is a value-added component that manages the
recharging of prepaid balances through multiple payment methods (vouchers, cash, debit, and credit)
and recharge channels (CSRs, IVRs, Web, handset, etc.).




MAF — Amdocs Message Acquisition and Formatting



Amdocs Message Acquisition and Formatting (MAF) software performs the mediation function and
receives various data files and reformats them. MAF reformats incoming messages into a format
acceptable to the target system. These functions are carried out with the aid of business rules
defined by MetroPCS.




APRM — Amdocs Partner Manager



Amdocs Partner Manager (APRM) software is a multi-lingual stand-alone product for handling any type
of business-to-business settlement.




ADD — Amdocs Document Designer



The Amdocs Document Designer (ADD) software receives the anniversary handling information and
generates a statement. The statement can handle various formats and languages, and send output for
different media, such as paper and electronic.




 









 








Amdocs Support



Amdocs Support software is a comprehensive workflow-driven support application designed for a first
and second-tier support role. It allows the CSRs to log and route cases, set priorities, verify
contracts, review case histories.




 









 








SCHEDULE 3

FILE FORMAT FOR VERISIGN SYSTEM DATA EXTRACTION




[SEE ATTACHED]




***




 









 








SCHEDULE 4


AMDOCS THIRD PARTY SOFTWARE




Amdocs-Provided Third Party Software:



***



Amdocs-Used Third Party Software:




UNIX SOFTWARE



Software List




	 	 	 	 	 	 	 
	Functionality	 	Name	 	Vendor	 	Version
	Customer DB + Provisioning
	 	 	 	 	 	 
	***

	 	***
	 	***
	 	***
	Amdocs Charging DB
	 	 	 	 	 	 
	***

	 	***
	 	***
	 	***
	API_TRB + RPL
	 	 	 	 	 	 
	***

	 	***
	 	***
	 	***
	Amdocs Charging FR
	 	 	 	 	 	 
	***

	 	***
	 	***
	 	***
	Amdocs Charging RB
	 	 	 	 	 	 
	***

	 	***
	 	***
	 	***
	AVM
	 	 	 	 	 	 
	***

	 	***
	 	***
	 	***
	Billing and PRM
	 	 	 	 	 	 
	***

	 	***
	 	***
	 	***
	Auxiliary
	 	 	 	 	 	 
	***

	 	***
	 	***
	 	***
	Transmission/OAM
	 	 	 	 	 	 
	***

	 	***
	 	***
	 	***
	OVO / AMC
	 	 	 	 	 	 
	***

	 	***
	 	***
	 	***
	Tuxedo + Web
	 	 	 	 	 	 
	***

	 	***
	 	***
	 	***
	CRM Backend and Poller
	 	 	 	 	 	 
	***

	 	***
	 	***
	 	***
	ASAP and PRM app
	 	 	 	 	 	 
	***

	 	***
	 	***
	 	***
	WEB FE App
	 	 	 	 	 	 
	***

	 	***
	 	***
	 	***






 









 






	 	 	 	 	 	 	 
	Functionality	 	Name	 	Vendor	 	Version
	CRM App
	 	 	 	 	 	 
	***

	 	***
	 	***
	 	***
	APIs
	 	 	 	 	 	 
	***

	 	***
	 	***
	 	***
	ASAP Web
	 	 	 	 	 	 
	***

	 	***
	 	***
	 	***
	WEB FE Web
	 	 	 	 	 	 
	***

	 	***
	 	***
	 	***
	CRM Web
	 	 	 	 	 	 
	***

	 	***
	 	***
	 	***
	Authentication
	 	 	 	 	 	 
	***

	 	***
	 	***
	 	***
	Mail
	 	 	 	 	 	 
	***

	 	***
	 	***
	 	***
	Print
	 	 	 	 	 	 
	***

	 	***
	 	***
	 	***
	Mediation (XACCT) DB/CEM/CUI
	 	 	 	 	 	 
	***

	 	***
	 	***
	 	***
	Mediation (XACCT) Gatherer
	 	 	 	 	 	 
	***

	 	***
	 	***
	 	***






 









 






NT SOFTWARE



Software List




	 	 	 	 	 	 	 
	Functionality	 	Name	 	Vendor	 	Version
	Citrix
	 	 	 	 	 	 
	***

	 	***
	 	***
	 	***
	Active Directory Domain Controllers
	 	 	 	 	 	 
	***

	 	***
	 	***
	 	***






 









 






SCHEDULE 5

ENVELOPE AND STORAGE PARAMETERS




[SEE ATTACHED]





 












 





SCHEDULE 5

ENVELOPE AND STORAGE PARAMETERS 




Envelope Parameters




Background



The Envelope Parameters specified in the table immediately below represent the
mutually agreed sizing and capacity assumptions relating to the Outsourcing
Services. As part of its Outsourcing Services-related responsibilities, Amdocs
and MetroPCS continuously shall monitor the Envelope Parameters and, in mutual
consultation, proactively engage in capacity planning aimed at avoiding having
any of the Envelope Parameters exceed their respective metric for longer than
the applicable Tolerance Period. In connection with Amdocs’ capacity planning
activities, to the extent it reasonably is able to do so, MetroPCS shall
provide Amdocs with advance notice of any known event which will make the
Envelope Parameters exceed their respective metric for longer than the
applicable Tolerance Period. *** .




Table Definitions




	 	 	 
	CPSs Impacted (From Schedule 11)

	 	This column indicates that
there may be a CPS impact if
the applicable Envelope
Parameter metric is exceeded
beyond its metric value which
may result in Amdocs seeking
an “exclusion” of the listed
CPS(s) pursuant to Section V
of Schedule 11 *** .
	 
	Hardware, Software, Storage and Staffing
columns

	 	A checkmark in the “Hardware,”
“Software,” “Storage” or
“Staffing” columns represents
the areas of cost that might
be impacted if the applicable
Envelope Parameter metric is
exceeded beyond its Tolerance
Period.
	 
	Concurrent Users

	 	The number of MetroPCS
connections (human or
automated) to the applicable
system (e.g., web server,
Citrix, API, DB, etc.)
simultaneously requesting such
system to execute a
transaction.
	 
	Tolerance Period

	 	The Tolerance Period column
represents the number of ***
in a *** period by which an
Envelope Parameter metric is
allowed to exceed its metric
before Amdocs may *** . The
Tolerance Period must be
exceeded *** . *** .
	 
	Monthly Fee & Growth Interval

	 	An estimate of the approximate
cost *** to increase the
applicable Envelope Parameter
metric by the applicable
metric increase amount (i.e.,
growth interval).






-1-









 






General



The Envelope Parameters may need to be altered, added or removed throughout the
Term of the Agreement as products and/or functionality changes. All such
alterations, additions and/or removals shall be implemented through mutual
written agreement as provided in the Agreement.





-2-









 








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	CPSs	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Impacted	 	 	 	 	 	 	 	 	 	Tolerance	 	 	 	 	 	Monthly Fee
	Envelope	 	 	 	(From	 	 	 	 	 	 	 	 	 	Period	 	Comments and	 	Description of Envelope	 	& Growth
	Parameter	 	Metric	 	Schedule 11)	 	Hardware	 	Software	 	Storage	 	Staffing	 	(days)	 	Notes	 	Parameter	 	Interval
	Production
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	***

	 	***
	 	***
	 	 	 	 	 	 	 	 	 	***
	 	***
	 	***
	 	***






-3-









 






Storage Parameters



The storage parameters specified in the attached table represent the mutually agreed storage sizing
assumptions relating to the Services. *** .



Note: ***




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Available 	 	Online	 	 	 	Unit of	 	 	 	 
	Storage Parameter	 	 Online	 	 History	 	Offline	 	 measurement	 	Comments	 	Description of Parameter
	***

	 	***
	 	***
	 	***
	 	***
	 	***
	 	***






-4-









 






SCHEDULE 6

IMPLEMENTATION AND MIGRATION SERVICES




[SEE ATTACHED]




 









 








SCHEDULE 6

IMPLEMENTATION AND MIGRATION SERVICES



The purpose of this Schedule 6 is to provide a general description of the
Implementation and Migration Services and approach for commercial availability and
migration of MetroPCS’ existing subscriber base from MetroPCS’ current billing and
operational support system to the System. This Schedule addresses (at a high-level)
the preparation and implementation of the System, migration of subscribers from
MetroPCS’ current billing and operational support system to the System, and
consolidation of operations.



The Parties acknowledge and agree that this Schedule 6 is intended to
generally describe the principal Implementation and Migration Services and that all
the Implementation and Migration Services are not set forth in this Schedule. Any
Services that are not described in this Schedule 6 or elsewhere in the
Agreement that are an inherent part of the Services described in this Schedule or
are reasonably required for the proper implementation of the System or migration of
MetroPCS’ existing subscriber base from MetroPCS’ current billing and operations
support system to the System that are not set forth in the Agreement as the
responsibility of MetroPCS or a Third Party shall be deemed to be included within
the scope of the Implementation and Migration Services to be provided by Amdocs ***.



Included in this document are general descriptions of the following:



Chapter 1 of this Schedule defines the scope of the implementation of the System and
migration of MetroPCS’ existing subscriber base from MetroPCS’ current billing and
operations support system to the System.



Chapter 2 of this Schedule defines the project approach which will be finalized and
mutually agreed upon as a result of the *** , to include the following categories:




1. ***

2. ***

3. ***




Chapter 1. Scope & Definitions




1.1 Scope



The Implementation and Migration Services involves *** .



All aspects related to the scope and business processes supported by the System are
discussed in Schedule 15.




1.2 Definitions



The following definitions shall apply to this Schedule.



“CTL” means the management process of ordering and implementing all Third Party
hardware and software.



“IA” means impact assessment. *** .







-1-









 







“ITV ” means the independent testing validation team *** .



“BV” means billing validation, *** .



“PLAB” means performance environment *** .



“PP Mapping” means the process of mapping all MetroPCS price plans from the legacy
system to the price plans of the System.



“SQA” means software quality assurance or testing.



“RT Maintenance” means maintenance performed in the reference tables used by the
System.



“UAT” means user acceptance testing.



“UF” means the universal format of the extracted data from the legacy system *** .




Chapter 2. Implementation and Migration Services Approach




2.1. System Implementation



Amdocs will provide *** .



The System will be commercially available to MetroPCS for *** on or before the date specified in
Schedule 14 of the Agreement.




2.2. MetroPCS System Migration




The System migration will provide for MetroPCS subscriber conversions *** .



Amdocs has provided a “Universal Format” file definition to MetroPCS as set forth in
Schedule 3. As set forth in Schedule 8, MetroPCS or Amdocs will be
responsible *** . Amdocs will be responsible for *** .




2.3. Timeline



See Schedule 14 for the applicable timeline.




2.3.1. Acceptance



System Acceptance shall be determined as set forth in Agreement.




-2-









 








2.4. Standard Life Cycle Methodology



***




2.5. Migration and Data Conversion



***




2.5.1. Data Mapping



***




2.5.2. Universal File Format



***




2.5.3. Customer Conversion Testing



***




2.5.4. Migration and Conversion Timing



***




2.7. Business Parameter, Security and Operational Table Population



***




2.8. CPS Assumptions



***




Annex. Implementation Schedule



The master implementation and migration schedule is maintained by *** .






-3-









 








SCHEDULE 7

METROPCS’ CURRENT LEGACY SYSTEMS



None as of the Signing Date.




 









 








SCHEDULE 8

FEES




[SEE ATTACHED]




 









 








SCHEDULE 8

FEES




1. Implementation Fees



As provided in Section 12.1.1 of the Agreement, Amdocs shall issue an invoice to MetroPCS for, ***
for the implementation of the System as provided for in the Agreement.



For additional subscribers added to the System as a result of mergers, acquisitions or other
business combinations, for the right to add such subscribers to the System as provided for in the
Agreement, MetroPCS will pay Amdocs an initial fee of *** . Amdocs shall have the right to invoice
MetroPCS for the initial fee for such subscribers *** . If any such subscribers are added to the
System following termination of the Outsourcing Services *** , then Amdocs shall have the right to
invoice MetroPCS for *** . Notwithstanding anything contained herein to the contrary, *** .



On *** , Amdocs may invoice MetroPCS for *** .




2. Monthly Fees



In accordance with the terms set forth in Section 12.1.2(b) of the Agreement, Amdocs shall have the
right to invoice for, and MetroPCS will pay to Amdocs, a Monthly Fee for each System Subscriber in
accordance with the table set forth below:




	 	 	 
	Number of	 	Monthly Fee per
	System Subscribers	 	System Subscriber
	***

	 	***





*** .



For purposes of calculating any fees or charges under the Agreement, “System Subscribers” shall be
calculated by *** .



The records of each Data History Subscriber will be maintained on the System and available to
MetroPCS and the Data History Subscriber *** . For each Data History Subscriber whose account data
is maintained on the System at MetroPCS’ request for more than *** , MetroPCS shall pay *** . ***
        .



If MetroPCS requests a Change that modifies the length of its billing cycles to System Subscribers,
the Parties shall negotiate in good faith *** in accordance with the Change Management Procedures.




3. Credits




     (a) Credits Related to *** 




(i) *** .




(ii) *** .



-1-









 






(iii) *** .



     (b) Credits Related to *** 




(i) *** :




   (A) *** ; and




   (B) *** .




or




(ii) *** .



     (c) Credits During *** 




(i) *** .




(ii) *** .



4. Data Extract Costs



If, on or before the date on which a data extract for the migration *** to the System is required
under the Project Plan, Amdocs: (A) *** ; or (B) *** . To the extent MetroPCS requires
Additional Services related to providing to Amdocs the data extract as set forth in subsection (B)
above, the Parties shall mutually agree to an Order for such Additional Services.




5. Development Fund



Beginning as of the Initial Term Commencement Date, Amdocs will allocate an amount equal to *** to
a development fund for use by MetroPCS (the “Development Fund”). The Development Fund may be
applied by MetroPCS, *** . *** . Any unused amounts remaining in the Development Fund upon the
termination or expiration of the Agreement *** . On a monthly basis, Amdocs will provide a written
report to MetroPCS detailing amounts in the Development Fund *** . The report shall include, at a
minimum, *** .




6. DR Services



MetroPCS has elected to purchase from Amdocs its Gold Plus (Gold+) solution for Disaster Recovery
services (“Gold Plus DR”) (as described in Schedule 13-B to the Agreement). For the
Initial Term, the cost of the Gold Plus DR is *** . Following the Initial Term *** .




7. Travel and Living Expenses



In order to reimburse Amdocs for all travel and associated living expenses for Amdocs personnel who
are providing Services under the scope of the Agreement, MetroPCS will pay Amdocs as follows:




     (a) *** .



-2-









 





     (b) *** .



8. Additional Services




     (a) For Additional Services requested by MetroPCS, the Amdocs blended hourly rates
that will be charged for such Services are as follows:



	 	 	 
	Activity	 	Hourly Rate
	Development

	 	***
	PMO/Systems Integration

	 	***






     (b) *** .



     (c) *** .



     (d) *** .



9. Termination Fees



Termination Fees, if any, payable by MetroPCS are set forth Section 16 of the Agreement.




10. Maintenance Services





In accordance with the terms set forth in Section 16.9(g) of the Agreement, MetroPCS shall have the
right to order preferred support maintenance services from Amdocs at an annual maintenance fee *** , equal to the greater of: (a) *** ; or (b) *** .



11. Support Services



In accordance with the terms set forth in Section 16.9(h) of the Agreement, MetroPCS shall have the
right to order support services from or through Amdocs for the Amdocs-Provided Third Party Software
and the portions of the Amdocs Systems described in subsection (b) of the “Amdocs Systems”
definition. The scope of such support services, and the fees for such support services, will be
subject to mutual agreement of the Parties in an Order.




12. Excluded Services



The following items are not Included Services:




     (a) *** .



     (b) *** .



     (c) *** .



     (d) *** .



     (e) *** .



-3-









 





     (f) *** .


Among others, the following items are available from Amdocs at an additional charge to be agreed
upon by the Parties:




     (a) *** .



     (b) *** .



     (c) *** .



     (d) *** .



     (e) *** .



     (f) *** .



13. General Terms and Assumptions




     (a) *** .



     (b) *** .



-4-









 





SCHEDULE 9

PRODUCT DOCUMENTATION




	 	 	 	 	 	 	 
	Document Name	 	Version	 	Document Type	 	Date 

Modified
	***

	 	***
	 	***
	 	***






	 	 	 
	Document Title	 	Delivery Date
	***

	 	***






 









 





SCHEDULE 10

ROLES AND RESPONSIBILITIES DOCUMENT




[SEE ATTACHED]




 









 








SCHEDULE 10

ROLES AND RESPONSIBILITIES DOCUMENT



The Roles and Responsibilities Document sets forth certain roles and responsibilities of the
Parties which apply to activities associated with the operation of the System from an operational
perspective, including, without limitation, certain on-going operation and maintenance activities
related to the System with respect to each market, once converted to the System.



The level of each Party’s responsibility with respect to each of the obligations set forth in this
Schedule is specified by the insertion of the letter *** adjacent to such obligation and beneath
such Party’s name.



The letter “ *** “ indicates *** .



The letter “ *** “ indicates *** .



The letter “ *** “ indicates *** .



The absence of any letter indicates *** .




-1-









 





ROLES AND RESPONSIBILITIES




	 	 	 	 	 	 	 	 	 
	1	 	RELEASES	 	MetroPCS	 	Amdocs	 	Notes
	***

	 	***
	 	***
	 	***
	 	***






***






-2-









 








ROLES AND RESPONSIBILITIES




	 	 	 	 	 	 	 	 	 
	2	 	SYSTEM PERFORMANCE	 	MetroPCS	 	Amdocs	 	Notes
	***

	 	***
	 	***
	 	***
	 	***






***






-3-









 








ROLES AND RESPONSIBILITIES




	 	 	 	 	 	 	 	 	 
	 	 	ISSUE MANAGEMENT AND SOFTWARE	 	 	 	 	 	 
	3	 	MAINTENANCE	 	MetroPCS	 	Amdocs	 	Notes
	***

	 	***
	 	***
	 	***
	 	***






***






-4-









 








ROLES AND RESPONSIBILITIES




	 	 	 	 	 	 	 	 	 
	4	 	TRAINING	 	MetroPCS	 	Amdocs	 	Notes
	***

	 	***
	 	***
	 	***
	 	***






***







-5-









 








ROLES AND RESPONSIBILITIES




	 	 	 	 	 	 	 	 	 
	5	 	BUSINESS TABLE MAINTENANCE	 	MetroPCS	 	Amdocs	 	Notes
	***

	 	***
	 	***
	 	***
	 	***






***






-6-









 








ROLES AND RESPONSIBILITIES





	 	 	 	 	 	 	 	 	 
	6	 	OPERATIONS	 	MetroPCS	 	Amdocs	 	Notes
	***

	 	***
	 	***
	 	***
	 	***






***






-7-









 








ROLES AND RESPONSIBILITIES




	 	 	 	 	 	 	 	 	 
	7	 	MISCELLANEOUS	 	MetroPCS	 	Amdocs	 	Notes
	***

	 	***
	 	***
	 	***
	 	***






	 	 	 	 	 	 	 	 	 
	8	 	PMO	 	MetroPCS	 	Amdocs	 	Notes
	***

	 	***
	 	***
	 	***
	 	***






***






-8-









 








SCHEDULE 11

CRITICAL PERFORMANCE SPECIFICATIONS




[SEE ATTACHED]

















 





Schedule 11

Creditable Performance Specifications





	I.	 	Scope




Amdocs shall provide the Services in accordance with the CPSs commencing on the first day of the
Deployment Use Period.



In accordance with the further terms of this Schedule, Amdocs shall measure and report its
performance against the CPSs set forth below (each of which is more fully defined in the attached
Appendix I). Each CPS is ranked “High”, “Medium” or “Low” based on the level of criticality to
MetroPCS (the “Criticality Levels”).




	 	 	 	 	 
	 	 	Creditable Performance	 	Criticality
	Number	 	Specification	 	Level
	***
	 	***	 	***







	II.	 	Grace Periods




Subject to the further terms of this Section, Amdocs’ obligation to perform the Services in
accordance with applicable CPSs will be suspended (any such applicable CPS is sometimes referred to
hereinafter as a “Suspended CPS”) during certain specified time periods (each a “Grace Period”)
upon the occurrence of *** . During the applicable Grace Period: *** . Set forth below is a
table summarizing the CPS Suspension Events and the related Suspended CPS(s) and Grace Periods:




	 	 	 	 	 	 	 
	 	 	CPS Suspension	 	 	 	 
	No.	 	Event	 	Grace Period	 	Suspended CPS(s)
	1
	 	***	 	***	 	***
	2
	 	***	 	***	 	***
	3
	 	***	 	***	 	***
	4
	 	***	 	***	 	***
	5
	 	***	 	***	 	***
	6
	 	***	 	***	 	***
	7
	 	***	 	***	 	***






***



The Parties shall prorate *** .





	III.	 	CPS Credits
	 
	A.	 	General. Each CPS and KPI shall be measured using a *** . All amounts set forth in the
table below represent *** .





	 	 	 	 	 	 	 	 	 
	Criticality	 	Color	 	CPS Credit as Percentage of ***
	 
	 	 	 	***	 	***	 	***
	***
	 	***	 	***	 	***	 	***





For the avoidance of doubt, *** .




SCHEDULE 11

Page 1 of 5







 









 






***





 








 









	B.	 	Monthly At-Risk Amount. Notwithstanding the calculation of the CPS Credits under this
Schedule, the aggregate CPS Credits in any single month credited to MetroPCS by Amdocs shall
not exceed *** for the applicable month (the “Monthly At-Risk Amount”).
	 
	C.	 	Earnback Rights. CPS Credits owed by Amdocs to MetroPCS as set forth in subsection (A) above
may be “earned back” *** .
	 
	 	 	***.




SCHEDULE 11

Page 2 of 5






 











 





***





 










 






	 
	IV.	 	Monthly CPS Report
	 
	A.	 	General. On a monthly basis, Amdocs shall provide a written report to MetroPCS that includes
the following information and any other information reasonably requested by MetroPCS (the
“Monthly CPS Report”): *** . Amdocs shall meet with MetroPCS at least monthly, or more
frequently if requested by MetroPCS, to review Amdocs’ actual performance against the CPSs,
*** .
	 
	B.	 	Root Cause Analysis. *** , Amdocs shall perform a root-cause analysis to identify the cause
of *** .
	 
	V.	 	Creditable Performance Specification Review and Change Process




*** , the Parties shall negotiate in good faith to: *** .



*** shall have the right to change and/or add CBFs to individual CPSs. Such changes and/or
additions, if any, shall be effective *** .



*** .





	VI.	 	Definitions





	 	 	 
	Term	 	Definition
	API

	 	Application programming interface. A set of functions and values used by one program to communicate with another program or with an operating system.
	 
	 	 
	Associated Measure

	 	The performance criteria component of a CPS. The Associated Measures for each CPS are set forth in the Associated Measurement Chart set forth in Section VII.
	 
	 	 
	Critical Business Function(s) or CBF

	 	A critical business function of the System as set forth and/or described in Appendix I.
	 
	 	 
	Critical Times

	 	*** .
	 
	 	 
	Customer Help Desk

	 	Ticketing process used to log, track and close internal MetroPCS issues, *** .
	 
	 	 
	GE

	 	Greater than or equal to.
	 
	 	 
	GT

	 	Greater than.
	 
	 	 
	LE

	 	Less than or equal to.
	 
	 	 
	LT

	 	Less than.
	 
	 	 
	Major Customization Release

	 	A customization of the Amdocs System pursuant to an Order which requires Amdocs to provide *** .
	 
	 	 
	Minor Customization Release

	 	A customization of the Amdocs System pursuant to an Order which requires Amdocs to provide *** .
	 
	 	 
	Measurement Period

	 	Period of time over which Amdocs’ performance against a CPS or KPI is measured, scored and reported. These time periods are defined as part of the CPS, and are generally *** .
	 
	 	 
	Network Demarcation Point

	 	*** .
	 
	 	 
	New Network Element

	 	Any new telephony network device added to the System (e.g., HLR, MSC, CDMA)
	 
	 	 
	Outage Time

	 	See Appendix II.
	 
	 	 
	Outage

	 	*** .
	 
	 	 
	Priority Incident Level

	 	The priority designation assigned to an incident to reflect the business impact of that particular incident. Priority Incident Levels are assigned *** in accordance with the criteria set forth below and may be re-classified to a different Priority Incident Level *** within the criteria set forth below.
	 
	 	 
	 

	 	Priority 1 Incident (P 1): *** .
	 
	 	 
	 

	 	Priority 2 Incident (P 2): *** .
	 
	 	 
	 

	 	Priority 3 Incident (P 3): *** .







	VII.	 	Individual CPS Monthly Scoring Matrix 




*** .



Associated Measures Chart



*** .




	 	 	 	 	 
	 	 	 	 	CPS
	Individual CPS	 	Associated Measure	 	Percentage
	***
	 	***	 	***
	 
	 	***	 	***






Individual CPS BGYR Chart



***




Sample Calculation



Step 1: Calculate *** .




     *** .


Step 2: Calculate *** .




     *** .


Step 3: Calculate *** .




     *** .



SCHEDULE 11

Page 3 of 5







 









 







Special Exception: *** .



Computing the CPS Score *** .



Rounding Sample



***



***



*** .





	VIII.	 	Customer Satisfaction 




On an *** basis Amdocs shall administer satisfaction surveys to MetroPCS Personnel designated by
MetroPCS. Amdocs shall deliver a report to MetroPCS detailing the results of the satisfaction
survey and *** .




SCHEDULE 11

Page 4 of 5






 









 








Appendix I

Creditable Performance Specifications




***




SCHEDULE 11

Page 5 of 61





 











 





SCHEDULE 12

OUTSOURCING SERVICES




[SEE ATTACHED]


















 





SCHEDULE 12

OUTSOURCING SERVICES





	1.	 	INTRODUCTION
	 
	 	 	The Outsourcing Services are comprised of the following principal Services categories:






	 	a)	 	Service Delivery Management
	 
	 	b)	 	Data Center and IT Operations
	 
	 	c)	 	Billing Operations
	 
	 	d)	 	Application Support






	 	 	The Parties’ various roles and responsibilities for activities related to each of these
categories are specified in the Schedule 10.
	 
	 	 	CPSs for the Service are set forth in Schedule 11.
	 
	 	 	Outsourcing Services are expected to be *** (except as otherwise agreed by the Parties from
time to time in advance). Notwithstanding the foregoing, MetroPCS acknowledges that Amdocs
will maintain and update the Amdocs System ““during the “Maintenance Windows” set forth in
Section 1.2 of Appendix II to Schedule 11. If MetroPCS has specific needs to keep the
System available during such Maintenance Windows, Amdocs will try to accommodate these
requests in good faith and at Amdocs’ reasonable discretion. Amdocs will advise MetroPCS of
Amdocs’ maintenance needs during the weekend portion of the Maintenance Window in order to
support MetroPCS’ business scheduling needs (i.e., staffing).
	 
	 	 	Descriptions of these principal Outsourcing Services are provided in this Schedule. The full
and complete details of the Parties’ roles and responsibilities with respect to the
descriptions herein are as set in Schedule 10.
	 
	 	 	The Parties agree that this Schedule 12 is intended to generally describe the
principal Outsourcing Services listed above and that all the Outsourcing Services are not
set forth in this Schedule. *** .
	 
	2.	 	SERVICE DELIVERY MANAGEMENT
	 
	 	 	Service delivery management (“Service Delivery Management”) represents the day-to-day
interface between MetroPCS and Amdocs. Service Delivery Management covers managerial and
ongoing communications between the Parties and includes Service performance issue resolution
and working jointly with MetroPCS to plan and coordinate future Changes. Amdocs believes
that the key to successful Service Delivery Management is *** .




-1-









 






	 	 	Amdocs will establish a service and program management team that will be responsible for
managing the entire range of activities related to the Outsourcing Services, from
Implementation and Migration Services through on-going Outsourcing Services (including all
Additional Services a part thereof). Along with dedicated Amdocs Personnel to support
MetroPCS, Amdocs will have Amdocs Personnel resources available and supporting MetroPCS who
are highly knowledgeable (through training and knowledge transfer by MetroPCS) of MetroPCS’
key business practices and procedures who will be able to lead and assist the service and
program management team in providing the Outsourcing Services. Appropriate level management
of both Amdocs and MetroPCS will meet at a minimum on a monthly (or more frequent as
requested by MetroPCS) basis on-site (at either Amdocs or MetroPCS Facilities, alternating
as mutually agreed upon by the Parties) to review the performance of Service Delivery
Management and Outsourcing Services for the past, current, and coming month, working to
identify areas of improvement necessary and develop action plans to address those areas to
be measured reviewed in the next meeting. The governance mechanism components of Amdocs’
Service Delivery Management are as follows:
	 
	2.1	 	Account Management
	 
	 	 	The Amdocs “Client Business Executive” is responsible for the entire relationship between
MetroPCS and Amdocs. He or she will be chosen from Amdocs’ highly experienced management
team and will be dedicated to the MetroPCS account.
	 
	2.2	 	Service Management
	 
	 	 	In the service management structure, Amdocs includes the following group of Services to be
delivered as an integral part of the Outsourcing Services, which allows Amdocs to supply
and track the required CPSs.
	 
	 	 	2.2.1 Service Manager
	 
	 	 	Amdocs will appoint a dedicated “Service Manager” who will be the primary point of contact
between Amdocs and MetroPCS for Outsourcing Services. This manager will be MetroPCS’
contact point for daily operations, issues and escalation, and will supervise activities
needed to ensure that the production environment is stable and performing as expected. The
Service Manager is responsible for maintaining communication with MetroPCS regarding
production operation related approvals.
	 
	 	 	2.2.2 Production Manager
	 
	 	 	Amdocs will appoint a “Production Manager” who will be responsible for all daily operations
and providing centralized management of production operations.




-2-









 






	 	 	2.2.3 Help Desk for Tier 2 Support
	 
	 	 	The Amdocs help desk (the “Help Desk”) will provide tier 2 technical support for the System
and its operation. The Help Desk is established as the primary interface and communication
point for MetroPCS to communicate issues with the System, and the Help Desk personnel will
address any System related question, problem, or request initiated from MetroPCS’ help
desk, including the following:






	 	a)	 	Troubleshoot *** issues and provide solutions;
	 
	 	b)	 	Refer problems reported by MetroPCS related to *** to the
MetroPCS’ tier 1 help desk or appropriate Amdocs Personnel, as the case may
be;
	 
	 	c)	 	Distinguish between *** and refer them to the appropriate
group within Amdocs;
	 
	 	d)	 	Create, track, manage, and report on questions, problems
and issues through final resolution through the use of *** ;
	 
	 	e)	 	*** ; and
	 
	 	f)	 	Provide problem status updates, resolution progress, and
trend reporting.






	 	 	2.2.4 CPS Management
	 
	 	 	Amdocs’ CPS management team (the “CPS Management Team”) will have responsibility for the
daily tracking and reporting of the end-to-end compliance of Outsourcing Services with the
CPSs set forth in the Schedule 11. Working across functional boundaries, this team
will assure that all elements of the Outsourcing Services are provided in accordance with
the agreed upon provisions of Schedule 11. The CPS Management Team will provide a
single point of accountability and responsibility relating to CPSs.
	 
	 	 	2.2.5 Change Management
	 
	 	 	Amdocs, provides Services with respect to the “Change Management Procedure” as described in
Schedule 17 of the Agreement in order to manage all Changes related to the Services
and System in production and non-production environments. This function ensures that each
Change will be carefully controlled. Details of the Change Management Procedures
respective to the Parties’ obligations are reflected in Schedule 17 (Change
Management Procedures).
	 
	 	 	Each Change will be examined, documented, its risk and impact assessed, and scheduled by
Amdocs in advance with MetroPCS (with the exception of ***). Each Change will be
implemented only after being tested and receiving sign-off




-3-









 






	 	 	approval in accordance with the Change Management Procedures
(with the exception of ***),
Amdocs will coordinate and manage the Change process with all professional teams according
to the respective defined timeline and implementation plan and Change Management
Procedures. MetroPCS will be kept apprised of the status of any Changes by Amdocs.
	 
	 	 	Additionally, MetroPCS will use its commercially reasonable efforts to apprise Amdocs of
any material changes related to the systems and services that feed into and affect the
System. Material changes to: *** that relate to the use of the System shall be documented
and scheduled with Amdocs in advance and will be tested wherever commercially reasonable.
	 
	3.	 	DATA CENTER AND IT OPERATIONS
	 
	 	 	Amdocs’ Services for the data center and IT operations will involve the planning,
scheduling, and maintenance of activities required to ensure the smooth and efficient
operation of the Systems and respective processes. The Services provided for the operation
of the Amdocs data center (the “Amdocs Data Center”) are described in this Section 3.
	 
	3.1	 	Facilities and Asset Management
	 
	 	 	Amdocs’ Facilities and asset management activities include the full management and
maintenance of the outsourcing facilities (i.e., the Amdocs Facilities, including
air-conditioning, electricity, computers and peripherals). This Service will include
drawing up and monitoring relevant support and service contracts for the various
facilities, as well as performing scheduled preventive maintenance activities, and
detecting and correcting malfunctions within the facilities.
	 
	3.2	 	Equipment Setup and Maintenance
	 
	 	 	The Amdocs activities for equipment setup and maintenance will encompass the initial setup,
ongoing management, preventative maintenance, and strategic planning of the hardware and
Amdocs Third Party Software. Additionally, Amdocs will order, install, upgrade, maintain
and service the hardware and System software utilized by Amdocs as part of the Outsourcing
Services.
	 
	 	 	Amdocs will operate the Systems (production and non-production environments) from the
Amdocs Facilities, except in the case of a Disaster where non production Outsourcing
Services may be operated from a mutually agreeable site. Amdocs will be responsible for
the purchasing, setup, installation and maintenance of all equipment, Amdocs Systems,
hardware and Amdocs Third Party Software and tools needed for the System implementation and
any future installations that may be needed as part of the System, scalability and a future
Releases. For any




-4-









 






	 	 	Additional Services which Amdocs and MetroPCS have signed an Order, MetroPCS will be
responsible for the costs set forth in such Order. Unless otherwise set forth in the
Order, Amdocs shall remain the owner of such hardware and/or software and is responsible
for all maintenance and support going forward.
	 
	 	 	***.
	 
	 	 	In addition, Amdocs will be responsible for Amdocs Equipment and Amdocs Third Party
Software maintenance contracts and management of Amdocs’ subcontractors/vendors. Amdocs
will establish service level agreements and quality assurance procedures with these vendors
as well, to ensure the service levels provided allow Amdocs to comply with the standards
set forth in Schedule 11.
	 
	3.3	 	Operations Monitoring
	 
	 	 	Amdocs Personnel operating the System are located on-site at Amdocs’ managed services
center and will perform monitoring functions *** . This will include monitoring of the
System, including, without limitation, all hardware, software and the Amdocs data center
environment. Amdocs Personnel operating the System will also perform basic Amdocs data
center maintenance activities; execute and monitor batch cycles; and provide first-level
support for system, networking, and basic application problems.
	 
	 	 	Primary activities of the Amdocs Personnel operating and monitoring the System include:






	 	o	 	First-level monitoring of the System
	 
	 	o	 	Data backup and restoration, to include:
	 
	 	 	 	    ***
	 
	 	o	 	First-level processing and serving as the focal point for application
processing, including:
	 
	 	 	 	    ***.






	3.4	 	Amdocs Systems Administration
	 
	 	 	Amdocs systems administration responsibilities will consist of management of hardware and
software utilized by Amdocs as part of the Outsourcing Services, including day-to-day
monitoring of the System; and planning and execution of System maintenance, backup,
off-site backup storage, recovery, performance tuning, high availability failover and
capacity planning.




-5-









 






	3.4.1	 	Database Administration
	 
	 	 	Amdocs will provide management and administration of the database at the physical and
structural level. Such activities will consist of planning and execution of backup and
recovery strategies, monitoring of database performance, identification of performance
bottlenecks, and administration of security policies at the database level.
	 
	3.5	 	Networking and Security
	 
	 	 	Amdocs will manage the Amdocs data center’s LAN and access to internet services; the
communications facilities between the Amdocs data center and the Disaster Recovery site.
This Service will be comprised of detailed analysis of network use and management capacity,
and provision of additional network links and components. This Service will include the
implementation and maintenance of Amdocs internal security policies, and detailed
investigation of all network alerts raised by the Amdocs operations team.
	 
	 	 	Amdocs will assume full responsibility for the administration and maintenance of the local
area network (“LAN”) within the Amdocs data centers. Amdocs will be responsible for all
wide area network (“WAN”) connectivity from its operations centers to its development and
other operations centers.
	 
	 	 	MetroPCS will provide and manage the network elements from MetroPCS Facilities to the
production and non-production Disaster Recovery sites.
	 
	 	 	Amdocs will maintain security components needed to secure the System production and
non-production environments for MetroPCS *** , in accordance with the procedures set forth
in Amdocs’ SAS 70 Type II Audit reports. Amdocs will supply all security management
related to facilities, systems, applications, and data.






	 	o	 	Facilities Security — Amdocs Facilities providing Outsourcing
Services are secured with security systems, including access systems, and
movement detectors. Only authorized personnel who have been granted access will
be allowed to access the Amdocs Facilities and the Amdocs data center itself.
Amdocs will maintain the Amdocs Facilities security *** .
	 
	 	o	 	System Security and Access — MetroPCS will manage the MetroPCS
Personnel profiles and be responsible for the daily maintenance of these tables.
Amdocs will implement this policy for Amdocs Personnel as well.
	 
	 	o	 	Data Security — Amdocs will ensure, as part of its System
maintenance obligations, that the access of the MetroPCS Data by authorized
Personnel only. The proper profiles will be determined and only




-6-









 






	 	 	 	authorized Personnel from MetroPCS and/or Amdocs will be allowed to access
MetroPCS Data, in accordance with MetroPCS’ security policies as set forth in
Schedule 19.






	3.6	 	Capacity Management
	 
	 	 	Amdocs will provide capacity management, consisting of follow-up and monitoring of the
performance of the current technical architecture and the design for growth on the basis of
MetroPCS’ business needs, as required. Amdocs will upgrade capacity as needed to support
MetroPCS’ business needs as a result of the growth of MetroPCS, as set forth in
Schedule 5 and Schedule 8.
	 
	3.7	 	Disaster Recovery Planning
	 
	 	 	Amdocs will provide Services for Disaster recovery planning in the areas of the equipment,
processes, and mechanisms needed to ensure business continuity and to restore saved data
and the Amdocs Solution in the event of a disaster. Details of such Services are included
in the Disaster Recovery Plan document (Schedule 13-B).
	 
	4.	 	BILLING OPERATIONS
	 
	 	 	Amdocs’ Services for billing operations will consist of the various IT billing operations
required to produce monthly subscriber bills, as detailed below.
	 
	 	 	The Amdocs “Billing Operations Team” will provide Outsourcing Services for billing
operations *** where required.
	 
	4.1	 	Switch Polling, Event Processing and Error Handling
	 
	 	 	Within the scope of the Outsourcing Services, Amdocs shall:






	 	a)	 	Monitor the event-processing activities from the agreed to delivery
point to the rating mechanism for smooth transfer and adequate processing.
	 
	 	b)	 	Handle System and process errors detected during the processing of
call records.
	 
	 	c)	 	Ensure that all records have been processed correctly; and providing
ongoing Services (such as tracking).
	 
	 	d)	 	Providing technical support for event processing, related error
investigation, issue resolution, planning, and execution.






	 	 	Amdocs will provide full event process monitoring including files monitoring and error
handling. Amdocs will produce the reports and perform trend analysis associated with the
usage analysis.




-7-









 






	 	 	The Amdocs event processing team will work closely with MetroPCS’ business team to confirm
procedures for record error handling and resolution and to review audit reports. Amdocs
will be responsible for error investigation and correction using *** , and MetroPCS will
provide reasonable assistance as necessary, including with regard to errors which require
business consideration and coordination with MetroPCS’ service network team.
	 
	4.2	 	Operations Scheduling
	 
	 	 	Amdocs will provide Services for the creation of daily, weekly, and special schedules for
the billing operations, according to the agreed planned business scheduling requirements
(i.e., billing cycle schedules) and the System maintenance activities. Creation of the
schedules will be comprised of the following:






	 	a)	 	Setting up job dependencies in accordance with MetroPCS requirements;
	 
	 	b)	 	Scheduling daily, weekly, and monthly jobs to be executed in
sequence;
	 
	 	c)	 	Monitoring the scheduling process; and
	 
	 	d)	 	Handling job products.






	4.3	 	Coordination Of Billing Quality Assurance (“QA”) Activities
	 
	 	 	Amdocs Services for billing quality assurance will consist of invoice and financial
reviews, and coordination of cycle statistics and trending. On the basis of criteria
defined by MetroPCS, invoices will be generated for a subset of the bill cycle population
during the billing run. Reports that provide an overall financial picture of the entire
bill cycle base will be generated.
	 
	4.4	 	Interface Handling
	 
	 	 	Working closely with data center operations and Third Parties, Amdocs’ interface handling
team will provide tracking and have responsibility for actual transition of interface files
from the Systems environment to and from Amdocs’ designated delivery points. The status of
the files and information accessibility will be monitored continually by Amdocs.
	 
	4.5	 	Accounts Receivable (“A/R”)
	 
	 	 	Amdocs’ Services for A/R will consist of handling the System reports and tracking the
related operation activities, such as interface audits, special reports definition, and
letter production. A key function of this Service is the forwarding
of financial reports to MetroPCS’ finance team for analysis of revenue generated, as
reported by the System and help with any issue resolution.




-8-









 






	4.6	 	Revenue Assurance Support
	 
	 	 	Amdocs will provide revenue assurance support Services in order to seek to ensure the
integrity of the revenue stream. Revenue assurance is concerned with all auditing
functions, starting with event processing, through bill day audits, and up to payment
receipts. Amdocs’ billing operations team will provide the Parties’ revenue assurance team
with the reports required to reconcile revenue production as set forth and/or described in
Schedule 15.
	 
	4.7	 	Table Maintenance Support
	 
	 	 	The Outsourcing Services include performing and supporting MetroPCS in the maintenance of
reference tables, business parameters, and price plans based on MetroPCS’ business needs.
Amdocs will perform the table inserts in a test environment, where appropriate, and
together with MetroPCS will validate tests of new reference parameters and price plans,
where appropriate. All Changes warrant testing in a manner agreed by the Parties; provided
that no Changes will be made without MetroPCS final written approval. Amdocs will provide
the coordination, test billings, production assessment, and distribution of tables to the
production environment. Procedures for updating the tables will be jointly established
with MetroPCSin order to meet requirements for table updates and distribution. Approval
for distribution to production will be made by MetroPCS.
	 
	4.8	 	Bill Printing Support
	 
	 	 	MetroPCS maintains primary responsibility for the print vendor contract and will manage the
print and mailing communications with the print vendor. Therefore Amdocs will be
responsible for the delivery of the flat files to the print vendor and provide regular
output management reports and file reconciliations. MetroPCS will be responsible for
managing all communication and coordination aspects of the fulfillment process with their
chosen vendor. Notwithstanding the foregoing, MetroPCS shall have the right, at its
election, in accordance with the Change Management Procedures, to request that Amdocs
manage the print and mailing process should Amdocs offer such Services at rates agreeable
to MetroPCS.
	 
	4.9	 	Operational Support and Inquiries
	 
	 	 	All Help Desk tickets relative to billing operations will not be handled by the Help Desk,
but will be routed automatically to, responded to and resolved by the Amdocs “Billing
Operations Team”.
	 
	5.	 	APPLICATION SUPPORT




-9-









 






	 	 	Amdocs’ ongoing support Services (“OGS”) included in the Outsourcing Services encompasses
the activities required to maintain, update and service the System. In addition, the
application support function tracks Changes to the System in accordance with the process set
forth in Service Delivery Management above. Every Change is recorded in a central database
to ensure that cross-system impact is assessed and the Change is properly implemented. The
records will be sufficient to provide quarterly and annual reports of all Changes
implemented since the prior report date. The Amdocs OGS will be provided to MetroPCS during
normal business operations hours, as well as support in accordance with agreed upon
assignments schedules and respective timelines and acceptance, and as necessary to provide
the support governed by CPSs.
	 
	5.1	 	Production Application Support
	 
	 	 	Production application support includes Services for production support for the System for
operations and application issues. Services will include application tuning, problem
determination and correction and operational assistance.
	 
	 	 	Amdocs will provide OGS for all modules and applications of the System. The Amdocs OGS
team will support and troubleshoot batch cycle and online system daily operations and
System functionality issues. The Amdocs OGS team will, among other things:






	 	a)	 	Address errors by performing diagnoses, locating the sources of
problems, determining the responsible Party for resolving the errors, and
directing the recommended remedies to the appropriate group;
	 
	 	b)	 	For programming errors, perform the necessary corrections
(including installing the corrections and performing all related data clean-up
activity);
	 
	 	c)	 	Resolve of database integrity issues;
	 
	 	d)	 	Report to help resolve production or billing issues, plan and
support for production rollout for new versions of the System;
	 
	 	e)	 	Ensure Change Management Procedures are followed for any type of
Releases;
	 
	 	f)	 	Perform emergency software-related anomaly fixes in production;
and
	 
	 	g)	 	Support the business user community in finding efficient
work-arounds for problems that require more time to correct).






	5.2	 	System Enhancements Support




-10-









 






	 	 	Amdocs will provide OGS for new Releases in order to facilitate the smooth introduction and
integration of such Releases of the Systems into production environment.
	 
	5.3	 	Change Request Handling
	 
	 	 	The Amdocs OGS related to application Change Requests will consist of receiving and
analyzing Change Requests from MetroPCS and providing written proposals for the solutions,
along with business impact and work estimates, and a recommendation for the proposed
Release.
	 
	 	 	Amdocs will provide for initial and detail estimates of Change Requests from MetroPCS as
provided for in the Agreement.
	 
	5.4	 	Product Releases
	 
	 	 	Amdocs will coordinate Release deployment for the System with MetroPCS. Deployment
(integration and implementation) and operation of the Releases are provided to MetroPCS as
part of the OGS. Amdocs will make reasonable efforts to minimize the time needed, and will
work closely with MetroPCS on defining the implementation plan.
	 
	 	 	5.4.1 Product Release Test. For any Release that requires UAT or another test type by
MetroPCS, there will be mutually agreed and defined test criteria to support the test type
and provide for test acceptance of the Release.
	 
	5.5	 	Training — Technical and Train-the-Trainer
	 
	 	 	Amdocs will provide OGS for the designated MetroPCS training environment located at the
Amdocs data center, and for MetroPCS user training, such training to include the following:






	 	o	 	Technical management of the training environment;
	 
	 	o	 	Providing technical support and consultation for
training planning, strategy, and methodology;
	 
	 	o	 	Providing technical support and consultation for
training data creation and gathering;
	 
	 	o	 	Provide, *** , train the trainer training for the
System for up to *** MetroPCS Personnel. MetroPCS will try to provide the
same Personnel to Amdocs for training purposes;
	 
	 	o	 	Provide updated train the trainer materials for all Major Releases;
	 
	 	o	 	Prepare training environment for training;




-11-









 






	 	o	 	Execute required jobs and processes to support training
or the training environment; and
	 
	 	o	 	Delivering all Releases into the training environment
upon MetroPCS request.






	 	 	Other training Services, not included above or as designated in the Agreement, are
available through the Change Management Procedures as provided in the Agreement.
	 
	5.6	 	Infrastructure Support
	 
	 	 	The Amdocs OGS team will perform the following infrastructure support activities:






	 	a)	 	Execute changes to operational tables to define new job dependencies;
	 
	 	b)	 	Release new job parameter files into operational environments;
	 
	 	c)	 	Support configuration control activities in the following ways:






	 	1)	 	Maintain Source Materials through appropriate check-in and
check-out procedures;
	 
	 	2)	 	Maintain and build data layers, software libraries, and
executables;
	 
	 	3)	 	Maintain modification history in the configuration control
database for future use (such as when the next Release of the System is
implemented); and
	 
	 	4)	 	Maintain and build the test and training environments.






-12-











 





SCHEDULE 13-A

SYSTEM PROCEDURES MANUAL




[Parties to attach]





 









 








SCHEDULE 13-B

DISASTER RECOVERY PLAN




[SEE ATTACHED]





 












 





SCHEDULE 13-B




DISASTER RECOVERY PLAN




1. Introduction





This Schedule outlines the recovery steps and activities to be performed by Amdocs
when a Disaster (as defined in the Agreement) occurs *** . Amdocs will perform
similar Disaster recovery activities if the primary Amdocs data center from which
Amdocs is providing the Outsourcing Services is changed. The recovery process will
begin *** ; this will enable continuity of Amdocs ability to provide the Outsourcing
Services using an alternate Amdocs Site, *** (“Alternative Site”).




This Schedule covers the complete range of activities to be executed from the start
of the Disaster to the stage where the Alternative Site and environment is
activated, operating and providing the Outsourcing Services (i.e., the alternate
environment serves as the production environment for the Outsourcing Services). ***
        .



2. Procedure Maintenance Method




2.1. General





This Schedule shall *** .




A hard copy of the DRP kit must be stored in the following Amdocs Sites:




***




Additional hard copies must be held by the following Personnel:




***



2.2. Procedure Changing Process





Management of the activities set forth in this Schedule is the obligation of the ***
.. Within Amdocs, the following people must approve Changes made to this document:




***




OR




***




Whenever there are Changes (including revisions) to this Schedule, *** is
responsible for deploying copies of the updated version to the appropriate



-1-









 







areas and
personnel as described in Section 2.1. All Changes to this Schedule shall be made
pursuant to the Change Management Procedures. After the updated version has been
distributed, *** must verify the following:




		§ 	 	All required Personnel have received the new version.
	 
	 	§ 	 	Hard copies have been stored in the required places.
	 
	 	§ 	 	All previous hard copies have been destroyed.
	 
	 	§ 	 	Document review *** .





2.3. Version Control Statement





Amdocs shall ensure that the then-current version of this Schedule is available from
the document repository. The version of this Schedule in the document repository
shall be used in the event of a Disaster and for all DRP testing.



2.4. Training





This Schedule is an integral part of any training/coaching plan for the following
Personnel, which training/coaching shall occur *** :




***



2.5. Periodic Review of Documentation





The contents of this Schedule must be fully reviewed and verified on a *** basis.
The *** is responsible for initiating and managing the review process.




The following Personnel must participate in these reviews:




***



3. Overview




3.1. Disaster Scenario





The MetroPCS DRP solution covers all Disaster scenarios



3.2. Basic Assumptions





The following basic assumptions apply:




***



3.3. DRP Solution and Priority




	 	 	 	 	 	 
	 	System	 	1st Recovery	 	2nd Recovery
	 	***
	 	***
	 	***






-2-









 






The “1st Recovery” column sets forth the portions of the System that will
be at *** , as applicable, within *** of the occurrence of the Disaster.




The “2nd Recovery” column sets forth the portions of the System that were
*** and indicates that all such portions of the System will be at *** .




The entire System (including any portions of the System that are not listed in the
table above) shall be recovered to *** within *** of the occurrence of the
Disaster.




*** .




The DRP configuration on the floor *** will meet “DRP Solution” as indicated in this
Section 3.3.




*** .



3.4. Solution Architecture




  3.4.1. Guidelines





The following guidelines apply:




     ***



  3.4.2. Alternative Site





Alternative Site Location




In the event of a Disaster at the primary MetroPCS production data center *** ,
computer-processing capabilities will be moved to the following Amdocs Alternative
Site:



***





This Alternative Site is an active data center, meeting industry standards, normally
housing other *** .




The underlying purpose of the DRP is to restore Amdocs ability to provide the
Outsourcing Services to MetroPCS *** . The strategy to accomplish this purpose
requires the utilization of a second Amdocs Site to accommodate the recovery effort.
The Alternative Site contains *** .




Note: Amdocs will consistently evaluate additional recovery locations, should the
above location change, MetroPCS will be made aware of the changes well in advance to
ensure proper planning and this Schedule will be modified pursuant to the Change
Management Procedures.




Alternative Working Area in ***




In the event of a Disaster at *** , the recovery teams will be moved to the
following Amdocs Site:




***



-3-









 






These Amdocs Sites will be active working spaces, meeting industry standards,
normally housing other *** .



  3.4.3. Off-Site Storage





*** .



  3.4.4. Backup Tape Testing




Regular testing of the system backup tapes is performed by *** .



4. Disaster Event Occurrence




4.1. Immediate Notification Contacts





Once a Disaster occurs, Amdocs and MetroPCS *** . The following sections identify
the key contacts and DRP management Personnel for Amdocs and MetroPCS.




***



4.2. Disaster Declaration Criteria





A Disaster will have occurred and will be declared by the Personnel indicated in
Section 4.3, upon *** .




***



4.3. Disaster Declaration Authorizations





Amdocs




***




MetroPCS




***



4.4. Emergency Operations Concept





In the event of a Disaster, the recovery activities will be done from *** :




***



  4.4.1. Emergency Operations Center (EOC)





For situations in which the primary Amdocs data center at *** is or may become
inaccessible, an emergency operations center (“EOC”) will be formed. ***



-4-









 





   4.4.2. Emergency Operations Center (EOC) Location





Primary EOC Location ( *** )




***




Secondary EOC Location ( *** )




***




Another EOC room *** .



   4.4.3. EOC (War Room) and Work Area





The following requirements apply to the operation of the EOC (War Room) and work
area:




*** .



4.5. Recovery Log Maintenance





*** .



5. Recovery Process Stages





The MetroPCS DRP solution is based on *** :




*** .




The recovery process will be performed as follows:




*** .



6. Recovery Cycles





*** .



6.1. Process Scheme





*** .



6.2. Recovery Cycle Process flow





*** .




***



-5-









 





7. Roles and Responsibility





The following section has roles and responsibilities defined for major task between
Amdocs and MetroPCS.



7.1. Roles and Responsibility





The level of each Party’s responsibility with respect to each of the obligations set
forth in this Section is specified by the insertion of the letter “ *** “ adjacent
to such obligation and beneath such Party’s name.




The letter “ *** “ indicates that a Party *** .




The letter “ *** “ indicates that a Party *** .




The letter “ *** “ indicates that a Party *** .




***



	 	 	 	 	 	 	 
	#	 	Disaster Recovery	 	MetroPCS	 	Amdocs
	***
	 	***

	 	***
	 	***








-6-









 





8. DR Plan




     The following Disaster recovery plan will be used as the basis of the plan for Disaster recovery
testing and the Disaster recovery.



	 	 	 	 	 
	#	 	TASK	 	Duration
	***
	 	***

	 	***






-7-









 





SCHEDULE 14

PROJECT PLAN



[SEE ATTACHED]



***




 









 








SCHEDULE 15

SPECIFICATIONS



[SEE ATTACHED]



***














 








SCHEDULE 16

STEERING COMMITTEE AND ***




[SEE ATTACHED]














 








SCHEDULE 16

STEERING COMMITTEE *** 




STEERING COMMITTEE




MetroPCS Representatives




	 	 	 
	Role/Job Title	 	Name (as of the Signing Date)
	***

	 	***






Amdocs Representatives




	 	 	 
	Role/Job Title	 	Name (as of the Signing Date)
	***

	 	***






***




***



 SCHEDULE 16





Page 1 of 2









 





SCHEDULE 17

CHANGE MANAGEMENT PROCEDURES



[SEE ATTACHED]














 








SCHEDULE 17

CHANGE MANAGEMENT PROCEDURES



The Change Management Procedures set forth in this Schedule 17, supplement
the terms set forth in Section 10 of the Agreement and, together with the terms set
forth in that Section, set forth the only authorized mechanism to request and
approve Changes. The persons authorized to request and/or approve Changes for and
on behalf of each Party are identified in Attachment 1 to this Schedule
17.



1. Contractual Changes. Except to the extent the Agreement expressly permits a Change to be made
by a Party without the consent of the other Party, neither Party will make any Change to the ***
(each, a “Contractual Change”) without complying with the Change Management Procedures set forth
herein.



With respect to requests for Contractual Changes initiated by MetroPCS, the following process will
be followed:




1.1 MetroPCS-Initiated Contractual Change Requests.





	 	(a)	 	To request a Contractual Change, MetroPCS’ authorized person will prepare and
submit a Change Order Request and Authorization form, a sample copy of which is
attached hereto as Attachment 2 (the “CORA”), to Amdocs’ authorized person, ***
.. Once MetroPCS completes the CORA and submits it to Amdocs, it shall constitute a
“Contractual Change Request”. If a Contractual Change Request is directed to *** .
	 
	 	(b)	 	Upon receipt of a Contractual Change Request, the Amdocs *** will determine the
impact of the Contractual Change, utilizing the appropriate Amdocs Personnel. The ***
.. Amdocs’ response to the Contractual Change Request (the “Contractual Change
Response”) will be provided to MetroPCS *** . If necessary, MetroPCS’ authorized
person and the Amdocs Project Manager will *** . If *** the Contractual Change
Response, *** will *** . Such Contractual Change Response, after execution *** , shall
be deemed a “Contractual Change Order”. If *** does not execute a Contractual Change
Response, the Parties will continue to comply with their obligations set forth in the
Agreement.
	 
	 	(c)	 	The Contractual Change Order *** as set forth therein. Execution of a
Contractual Change Order by one of MetroPCS’ authorized persons and *** .
	 
	 	(d)	 	Upon receipt of the Contractual Change Order, the *** will notify the
appropriate Amdocs Personnel to *** .





1.2 Amdocs-Initiated Contractual Change Requests.





	 	(a)	 	To request a Contractual Change, Amdocs’s authorized person will prepare and
submit a CORA to MetroPCS for review and approval. Once Amdocs completes and submits
the CORA to MetroPCS, it shall constitute a Contractual Change 




-1-









 






	 	 	 	Request.
	 
	 	(b)	 	Upon receipt of the Contractual Change Request, MetroPCS will evaluate it *** .
Once *** it shall constitute a Contractual Change Order. Execution of a Contractual
Change Request by *** . MetroPCS will *** . Upon receipt of the Contractual Change
Order, the *** will notify the appropriate Amdocs Personnel *** .
	 
	 	(c)	 	If MetroPCS rejects any Amdocs Contractual Change Request, the Parties may ***
..






	1.3	 	Customer Change Order Tracking. Amdocs will be responsible for tracking all Contractual
Change Requests throughout the entire process from the initiation of the Contractual Change
Request until the Contractual Change Order, if agreed, is completed.




2. Technical Changes. Except to the extent the Agreement expressly permits a Change to be made by
a Party without the consent of the other Party, neither Party will *** (each, a “Technical Change”)
without complying with the Change Management Procedures set forth in the attached Attachment 3.



3. Additional Services. To the extent Additional Services constitute a Contractual Change, the
Parties must comply with Section 1 of this Schedule. To the extent Additional Services constitute
a Technical Change, the Parties must comply with Section 2 of this Schedule. To the extent
Additional Services constitute both a Contractual Change and a Technical Change, the Parties must
comply with Sections 1 and 2 of this Schedule.





-2-









 








ATTACHMENT 1

PERSONS AUTHORIZED TO REQUEST AND ACCEPT CHANGE REQUESTS



For MetroPCS:



***



For Amdocs:



***






-3-









 














-4-









 








ATTACHMENT 3

CHANGE MANAGEMENT PROCEDURES FOR TECHNICAL CHANGES




***





-5-











 





SCHEDULE 18

AMDOCS MAINTENANCE




[SEE ATTACHED]















 





SCHEDULE 18

AMDOCS MAINTENANCE




[SEE ATTACHED]




SCHEDULE 18

Page 1




 









 










 









 





SCOPE OF THIS DOCUMENT



This document provides an overview of the Amdocs Maintenance and Product Support packages. It
applies to Amdocs’ proprietary generic software product(s) licensed to the customer under the
Software License and Maintenance Agreement between Amdocs and the customer and all references to
Amdocs’ products in this document refer to such licensed software. Please refer to the Amdocs
Software License and Maintenance Agreement for details on maintenance terms and conditions.



This
document will be revised periodically to reflect changes in the products being supported as
well as the processes, procedures, and technologies being used to deliver that support. The latest
version of this document is posted on the Amdocs Product Support web site
(www.amdocs.com/support) or when in doubt email Amdocs Product Support at
care@amdocs.com to make sure that you have the latest version of this document.




VERSION 308

© 2008 Amdocs. All Rights Reserved. Proprietary and Confidential Information.




 









 





CONTENTS




	 	 	 	 	 
	1. MAXIMIZE AND PROTECT YOUR AMDOCS INVESTMENT
	 	 	2	 
	 
	 	 	 	 
	2. AMDOCS PRODUCT SUPPORT PACKAGES AT-A-GLANCE
	 	 	5	 
	 
	 	 	 	 
	3. AMDOCS PREFERRED SUPPORT
	 	 	7	 
	 
	 	 	 	 
	3.1. SEAMLESS CASE HANDLING
	 	 	8	 
	 
	 	 	 	 
	3.1.1. Centralized Front Desk
	 	 	8	 
	 
	 	 	 	 
	3.1.2. 24x7 Case Handling
	 	 	8	 
	 
	 	 	 	 
	3.1.3. Support for Bundled 3rd Party Products
	 	 	8	 
	 
	 	 	 	 
	3.1.4. Case Flow Methodology: Flow-through Resolution
	 	 	9	 
	 
	 	 	 	 
	3.2. OPEN COMMUNICATION CHANNELS
	 	 	10	 
	 
	 	 	 	 
	3.2.1. Contact Us, Anytime, Anyway You Choose
	 	 	10	 
	 
	 	 	 	 
	3.2.2. Periodic Communications
	 	 	10	 
	 
	 	 	 	 
	3.2.3. Amdocs Product Support Portal
	 	 	10	 
	 
	 	 	 	 
	3.3. INTERACTIVE, CUSTOMER-SPECIFIC PRIORITIZATION AND RESOURCE ALLOCATION
	 	 	11	 
	 
	 	 	 	 
	3.3.1. Priority Management
	 	 	11	 
	 
	 	 	 	 
	3.3.2. Support Account Manager
	 	 	11	 
	 
	 	 	 	 
	3.4. MAINTENANCE RELEASES AND TOOLS
	 	 	12	 
	 
	 	 	 	 
	3.4.1. Monitoring and Control
	 	 	12	 
	 
	 	 	 	 
	3.4.2. Proactive Maintenance Releases
	 	 	12	 
	 
	 	 	 	 
	3.4.3. Online Download Center
	 	 	12	 
	 
	 	 	 	 
	3.5. WORKFORCE EMPOWERMENT
	 	 	13	 
	 
	 	 	 	 
	3.5.1. Online Knowledge Base
	 	 	13	 
	 
	 	 	 	 
	3.5.2. Online Product Training
	 	 	13	 
	 
	 	 	 	 
	3.5.3 Online Documentation
	 	 	13	 
	 
	 	 	 	 
	3.5.4. Technical Queries
	 	 	13	 
	 
	 	 	 	 
	3.6. PRODUCT EVOLUTION
	 	 	14	 
	 
	 	 	 	 
	3.6.1. Entitlement to New Releases
	 	 	14	 
	 
	 	 	 	 
	3.6.2. Business Innovation Workshops
	 	 	14	 
	 
	 	 	 	 
	4. AMDOCS PREMIUM SUPPORT
	 	 	15	 
	 
	 	 	 	 
	4.1. BUSINESS-ORIENTED SLA
	 	 	16	 
	 
	 	 	 	 
	4.2. COMMITTED RESTORATION AND RESOLUTION TIME
	 	 	16	 
	 
	 	 	 	 
	4.3. DEDICATED SUPPORT ACCOUNT MANAGER
	 	 	16	 
	 
	 	 	 	 
	5. AMDOCS ACTIVE SUPPORT
	 	 	17	 
	 
	 	 	 	 
	5.1. PERFORMANCE OPTIMIZATION
	 	 	18	 
	 
	 	 	 	 
	5.1.1. System Health Check
	 	 	18	 
	 
	 	 	 	 
	5.1.2. Performance Monitoring
	 	 	18	 
	 
	 	 	 	 
	5.1.3. Business Processes & Operations Optimization
	 	 	18	 
	 
	 	 	 	 
	5.2. LEARNING SERVICES
	 	 	19	 
	 
	 	 	 	 
	5.3. ONSITE PRODUCT SUPPORT EXPERT
	 	 	19	 
	 
	 	 	 	 
	6. AMDOCS PRODUCT RELEASE SUPPORT POLICY
	 	 	21	 
	 
	 	 	 	 
	7. TERMS OF SERVICE
	 	 	22	 
	 
	 	 	 	 
	8. SEVERITY LEVEL DEFINITIONS
	 	 	24	 






 









 





1. MAXIMIZE AND PROTECT YOUR AMDOCS INVESTMENT



AMDOCS PRODUCT SUPPORT MAXIMIZES AND PROTECTS YOUR INVESTMENT IN AMDOCS PRODUCTS. BUILT ON
AMDOCS’ PROVEN TRACK RECORD WITH BUSINESS-CRITICAL APPLICATIONS, AMDOCS PRODUCT SUPPORT PACKAGES
CAN MAXIMIZE YOUR BUSINESS PERFORMANCE, STRENGTHEN YOUR COMPETITIVE POSITION AND ENSURE ONGOING,
CONSISTENT OPERATIONS OVER THE LONG TERM.



Amdocs is dedicated to helping service providers deliver an intentional customer experienceTM. We
strive to provide the best support and maintenance so that you can
confidently deliver a superior
experience to your customers. All backed by Amdocs’ deep industry insight, successful
implementations and experience in product development.



The global
Amdocs Product Support organization operates based on well-defined best practices and
certified methodologies. We continuously improve performance and are measured regularly according to
stringent performance indicators and quality targets.



The Amdocs Product Support team leverages Amdocs’ strengths as both a product development and
system integration company, and employs experts in both areas. The result: a unique understanding
of what it takes to support, maintain and resolve problems with Amdocs products throughout their
lifetime.




PAGE 2




 









 





MAXIMIZE AND PROTECT YOUR AMDOCS INVESTMENT




COMMITTED, CUSTOMER-CENTRIC SUPPORT AT THE HIGHEST STANDARD



We
personalize our product support in order to meet your specific needs. As elaborated below, we
deliver around-the-clock technical support, with access to our experts for the most effective
experience at the highest level of commitment.



We strive to accurately and effectively prioritize problems and allocate expert resources, in
accordance with your needs. Our in-house case resolution process and engagement model aim to ensure
that Amdocs Product Support takes immediate ownership of your case. It also enables you to expedite
case handling during critical periods, such as upgrades and migrations. You can opt for a
customized service-level agreement that provides a fixed timeframe for problem resolution to further
secure your customer experience.




PREVENTIVE APPROACH FOR CONTINUOUS OPERATION AND PEACE OF MIND



Amdocs’ commitment to consistent system performance is backed by our unmatched industry experience
and built-in measures to proactively adjust, update and monitor core Amdocs applications. Periodic
maintenance releases continuously improve the underlying operation of your Amdocs products and
prevent faults.



With support options ranging from online support services to one-on-one interaction, we provide
secure, responsive and reliable maintenance and support anytime, anywhere.




FUTURE-PROOF YOUR COMPETITIVE ADVANTAGE



Your
significant investment in Amdocs products will drive your business strategy today and into the
future. That is why Amdocs Product Support packages are designed to ensure the future of your
business.



You are entitled to new releases of your purchased products. Upgrading your software future-proofs
your strategic capital investment, and ensures that you benefit from all the latest features,
technologies and efficiencies. However, if the needs of your business make it best to stay on an
existing release, our value-added services and our long term release support policy ensure that you
take full advantage of the award-winning functionality of your installed Amdocs release. With
Amdocs Product Support’s long term product release support policy, you have total control over your
upgrade path and timing. You can be confident that your investment is well-protected and that your
competitive advantage is secured.




COMMITTED. PREVENTIVE. FUTURE-PROOF




PAGE 3




 









 





AMDOCS PREFERRED SUPPORT

AMDOCS PREMIUM SUPPORT

AMDOCS ACTIVE SUPPORT




PAGE 4




 









 





AMDOCS PRODUCT SUPPORT PACKAGES AT-A-GLANCE




2. AMDOCS PRODUCT SUPPORT PACKAGES AT-A-GLANCE



AMDOCS PRODUCT SUPPORT PACKAGES ARE FLEXIBLE AND CAN BE ADAPTED TO MEET YOUR SPECIFIC NEEDS.
AMDOCS PREFERRED SUPPORT IS THE ESSENTIAL FOUNDATION SUPPORT PACKAGE, WHICH CAN BE FURTHER ENHANCED
AND TAILORED WITH THE OPTIONAL AMDOCS PREMIUM SUPPORT AND AMDOCS ACTIVE SUPPORT.




AMDOCS PREFERRED SUPPORT



Feature-rich support and maintenance package which includes an extensive range of essential support
services to meet the requirements of business-critical applications.




AMDOCS PREMIUM SUPPORT



An optional, supplementary package to Amdocs Preferred Support for committed, customized
service-level agreement (SLA) resolution time.




AMDOCS ACTIVE SUPPORT



An optional, supplementary package to Amdocs Preferred Support for proactive prevention of faults
and performance optimization.









PAGE 5




 









 





ESSENTIAL, COMPREHENSIVE,

FEATURE-RICH SUPPORT AND

MAINTENANCE PACKAGE FOR

BUSINESS-CRITICAL APPLICATIONS




PAGE 6




 









 





AMDOCS PREFERRED SUPPORT




3. AMDOCS PREFERRED SUPPORT



AMDOCS PREFERRED SUPPORT IS DESIGNED SPECIFICALLY TO MEET THE NEEDS OF BUSINESS-CRITICAL
APPLICATIONS. AMDOCS PREFERRED SUPPORT BOASTS MANY RICH FEATURES TO ENSURE YOU RECEIVE THE RIGHT
SUPPORT AT THE RIGHT TIME, SUCH AS AROUND-THE-CLOCK ACCESS, 24x7 BUSINESS-CRITICAL CASE HANDLING,
PRIORITY MANAGEMENT, MAINTENANCE AND PRODUCT EVOLUTION RELEASES AS WELL AS A LONG TERM SUPPORT
POLICY.









PAGE 7




 









 





COMMITTED, CUSTOMER-CENTRIC SUPPORT AT THE HIGHEST STANDARD




3.1. SEAMLESS CASE HANDING



Amdocs Product Support is designed to offer a hassle-free case handling experience.
Business-critical situations1 in production are handled 24x7, and the entire process is
transparent so that you always know exactly how the end-to-end case flow is progressing. When
necessary, the Amdocs Product Support organization will cooperate closely with Amdocs Delivery
support teams and with System Integrator teams to ensure information sharing between the teams.




3.1.1. CENTRALIZED FRONT DESK



Amdocs Preferred Support entitles customers to around-the-clock access regardless of time-zone and
time of day, via a centralized Front Desk that provides worldwide coverage for Amdocs products. Our
Front Desk accepts cases, performs an initial assessment, routes them to the appropriate product
expert teams, and remains active throughout the entire process to validate that cases are being
resolved properly. As part of our overall efforts to ensure rapid time to resolution, the Front
Desk target times for case acceptance, initial assessment and routing, are:




	 	 	 
	SEVERITY2	 	FRONT DESK TARGET
	 
	 	 
	Severity 1

	 	Up to 30 minutes
	 
	 	 
	Severity 2

	 	Up to 1 hour
	 
	 	 
	Severity 3, 4

	 	Up to 3 hours






3.1.2. 24X7 CASE HANDLING



Amdocs Product Support works around-the-clock in business-critical situations in production until
resolution is provided. Moreover, our expert teams are measured regularly according to stringent
internal performance indicators and quality targets to continuously improve their performance and
expedite case handling.




3.1.3. SUPPORT FOR BUNDLED 3RD PARTY PRODUCTS



Amdocs products are bundled with, or are integrated with, various third-party products. When a
problem is encountered with an Amdocs product, we provide an initial analysis to determine where
the fault lies. If a problem is related to a third-party product, Amdocs Product Support will, if
possible and covered under Amdocs’ agreements with the third-party vendor, forward the problem to
the relevant third-party vendor for further handling.






 




			
	1	 	As defined in the Terms of Service on chapter 7
	 
	2	 	See Severity Level Definitions on chapter 8.





PAGE 8




 









 





AMDOCS PREFERRED SUPPORT





	3.1.4.	 	CASE FLOW METHODOLOGY:

FLOW-THROUGH RESOLUTION




Amdocs
Product Support operates based on a well-defined, transparent case flow methodology. From
initiation through resolution, this methodology ensures that we take immediate ownership of your
cases and efficiently advance them across different levels of support and domains. Case tracking is intuitive and easy; you can
always know the exact status of your case. Our built-in priority management and escalation
processes ensure that high priority issues are handled appropriately.









PAGE 9




 









 





3.2. OPEN COMMUNICATION CHANNELS



Amdocs Product Support’s communication channels, as well as our web-based portal, are designed to
make the case handling experience, from initialization through
resolution, as clear, efficient and
user-friendly as possible.




3.2.1. CONTACT US, ANYTIME, ANYWAY YOU CHOOSE



Amdocs Product Support offers various communication channels for you to contact us anytime, anyway
you choose. Our Support Portal is the most efficient and preferred channel, while for critical
production issues, phone contact is recommended as an additional measure (available 24x7).




3.2.2. PERIODIC COMMUNICATIONS



Amdocs Product Support Provides our customers with ongoing communications about maintenance and
new releases, changes, issues and capabilities. These communications may include emails, updated
news on the Amdocs Product Support Portal and the Amdocs Annual Support Newsletter, which provides
an overall picture of Amdocs Product Support’s activities and plans for the upcoming year.




3.2.3. AMDOCS PRODUCT SUPPORT PORTAL



The Amdocs Product Support Portal is our web-based support system designed to give you a single
point of entry for Amdocs Product Support issues. It is secure, easy to work with, makes the
required information available for you and serves as an open, bi-directional communication channel
with our product experts.



The portal
is powered by Amdocs’ own Customer Management products. It features a flexible case
management mechanism to speed up response time and problem
resolution, as well as powerful workflow
functionality with closed-loop accountability guaranteed.



The Amdocs
Product Support Portal features these beneficial services:





	>	 	Online case logging, tracking and updating (Named Users3)
	 
	>	 	Self-configured, online reports on all open and recently-closed cases,
according to different variables and levels of detail
	 
	>	 	Downloadable maintenance releases
	 
	>	 	Searchable knowledge base
	 
	>	 	Online product training and documentation
	 
	>	 	Online updates on the latest news from Amdocs Product Support
	 
	>	 	Online tutorial on how to work efficiently with Amdocs Product Support







 




			
	3	 	Named Users are qualified users (up to 6 at no additional fee) who are authorized to open or update cases with
Amdocs Product Support. Named Users should be suitably trained on Amdocs Software products and in differentiating between core product and
customization layer (LEL) issues prior to opening cases.





	 	 	 	 	 
	COMMUNICATION CHANNEL	 	CONTACT DETAILS	 	 
	 
	 	 	 	 
	AMDOCS PRODUCT SUPPORT PORTAL
	 	WWW.AMDOCS.COM/SUPPORT	 	 
	 
	 	 	 	 
	TELEPHONE
	 	NORTH AMERICA	 	+1 314 212 7171
	 
	 	EUROPE, MIDDLE EAST AND AFRICA	 	+44 20 7343 7171
	 
	 	ISRAEL	 	+972 9 77 63333
	 
	 	ASIA PACIFIC	 	+61 3 9835 3699
	 
	 	CRM JAPAN	 	+81 3 3514 1830
	 
	 	 	 	 
	E-MAIL
	 	CARE@AMDOCS.COM	 	 






PAGE 10




 









 





AMDOCS PREFERRED SUPPORT





	3.3.	 	INTERACTIVE, CUSTOMER-SPECIFIC PRIORITIZATION AND RESOURCE
ALLOCATION




Each support issue has a different level of urgency, and the required level of attention
each customer needs changes over time. Amdocs Product Support stays streamlined and agile, and
works with our customers to optimally focus and allocate resources.




3.3.1. PRIORITY MANAGEMENT



We strive to accurately and effectively prioritize problems and allocate expert resources, in
accordance with your needs. This translates into efficiently determining case severity and
customer-specific issues, such as business-critical periods and peak times.



Customers
determine the severity level of their cases, which is verified and agreed upon with Amdocs
Product Support, according to the Severity Level Definitions found on Chapter 8 of this document.



Customers
may submit a request for higher priority to expedite case handling during specific
business-critical periods, such as system upgrades, implementations of new interface software and
peak service times. Each request is considered relative to the current priority mix of Amdocs
Product Support customers. The Amdocs Preferred package also provides the option to secure higher
priority for a specific period of time, for an additional fee4.



Customers
may also initiate escalation of a case if they experience or foresee difficulties, delays
or other problems with the resolution of their case. This process will ensure that the relevant
managers and resource owners within Amdocs are aware of your potential problems and may obtain
additional resources to assist in the problem resolution.




3.3.2. SUPPORT ACCOUNT MANAGER



Amdocs Product Support may assign a Support Account Manager (SAM) to work as your advocate,
maximize communication, optimize the technical escalation process when required and constantly
ensure the quality of your support services. The SAM will keep you informed on the latest updates
and maintenance releases.



The SAM offers a unique combination of industry and Amdocs product expertise so that customers
benefit from a holistic view of all support issues. The SAM is your best single point of contact and
advocate within the Amdocs Product Support organization. The SAM holds regular ongoing sessions
with Amdocs Delivery teams and SIs to review case status and verify priorities.






 




			
	4	 	Not available for all products





PAGE 11




 









 





PREVENTIVE APPROACH FOR CONTINUOUS OPERATION AND PEACE OF MIND




3.4. MAINTENANCE RELEASES AND TOOLS



Amdocs’ commitment to consistent system performance is backed by our unmatched industry
experience and built-in measures to proactively adjust, update and monitor core amdocs applications
and keep your systems running reliably and at peak performance.




3.4.1. MONITORING AND CONTROL



Monitoring
your production systems on an ongoing basis will increase your operational efficiency and
ensure that problems are identified and handled before they become critical. The Amdocs Monitoring
and Control tool is available to be integrated with Amdocs products5, and provides a
central point of monitoring and control for your production applications and processes6.
It is secure, allows access only to authorized users and can be
customized to fit specific
implementations.





3.4.2. PROACTIVE MAINTENANCE RELEASES



Amdocs Product Support proactively works to continuously improve the underlying operation of your
Amdocs products and prevent faults. Our products include all, or some, of the following types of
maintenance releases:





	>	 	Patch Bundles
	 
	 	 	Proactive, periodic releases that aggregate all
fixes driven by worldwide installations.
	 
	>	 	Hot Fixes
	 
	 	 	For exceptional cases. To immediately resolve
critical problems for specific customers.
	 
	>	 	Service Packs
	 
	 	 	Released regularly. Composed of a group of Patch Bundles and possibly third-party software
upgrades and product enhancements.
	 
	>	 	Customer-initiated Enhancement Requests 
	 
	 	 	Requests for additional features or functionality that
are aligned with the Amdocs product roadmap, and are qualified to be included in a future release.





3.4.3. ONLINE DOWNLOAD CENTER



The Amdocs Product Support Download Center offers a convenient, secure and easy way to obtain
maintenance releases and documentation. This centralized portal for searching and downloading
Amdocs software and documentation is designed specifically to help customers keep software up to
date and simplify the update process.




 




			
	5	 	Not including OSS

	 	 
	6	 	Requires implementation effort






PAGE 12





 











 




AMDOCS
PREFERRED SUPPORT


3.5. WORKFORCE EMPOWERMENT




Keeping your workforce knowledgeable and up-to-date on installed Amdocs products helps your
business continuously benefit from product features, saves costs and increases efficiency. Amdocs
offers a wealth of vital information for your workforce, such as documentation, online training and
technical queries. These materials can also be used for training and reducing ramp up time.



3.5.1 ONLINE KNOWLEDGE BASE



The Amdocs Product Support Online Knowledge Base is the best place to start — whether you are
troubleshooting a problem, have a technical question or want to prevent a problem from occurring.
Using an already published solution can save you time and money.



The Amdocs Product Support Knowledge Base is made up of solutions gathered from information shared
about known problems and resolutions, references to the appropriate maintenance release, “how to”
information and more. Customers can search and view the Online Knowledge Base via the Amdocs
Product Support Portal. In fact, this is the same Knowledge Base that our product support experts
use to analyze new cases opened by customers, System Integrators or the Amdocs Delivery
organization.



3.5.2. ONLINE PRODUCT TRAINING




Amdocs Preferred Support customers can access Online Product Training through the Amdocs Product
Support Portal. The training sessions include products overview, “tips and tricks” and best
practices. These online training sessions are a combination of live and recorded sessions that can
be used to maximize your investment in Amdocs products and for training new staff.



3.5.3. ONLINE DOCUMENTATION



Amdocs provides a full range of product documentation for different users in order to allow your
staff to familiarize themselves with products, both for routine use and for troubleshooting. This
downloadable documentation is available online from the Amdocs Product Support Portal and may
include User Guides, Implementation Kits, Programmer Kits, Operator Kits, Installation Kits,
Release Notes and more.



3.5.4. TECHNICAL QUERIES



Our customers and System Integrators may occasionally make Technical Queries directly to Amdocs
experts on issues related to better maintaining your product. This is a complementary service to
Amdocs Consultancy, Training and Professional Services and is available only for queries on
troubleshooting unexpected behavior for documented features, further elaboration on documented
features, or “where can I find?” questions.



PAGE 13









 





FUTURE-PROOF YOUR COMPETITIVE ADVANTAGE




3.6.
PRODUCT EVOLUTION



You have made a significant investment in your Amdocs products. And for good reason: they drive
your business today and will help you grow tomorrow. That’s why the Amdocs Preferred Support
package is designed to extend the value of Amdocs’ applications over the long term.



3.6.1. ENTITLEMENT TO NEW RELEASES




Amdocs Preferred Support entitles customers to innovative, visionary product releases of their
purchased Amdocs products. These releases leverage new technologies, such as SOA, cross-product
business processes, and may add new functionalities and new efficiencies to reduce total cost of
ownership. Each new product release establishes a baseline for future maintenance releases, and
normally includes a utility to upgrade from the previous release. Professional Services (that may
be ordered separately) may be required in order to perform an end-to-end upgrade.



3.6.2. BUSINESS INNOVATION WORKSHOPS




From time to time, Amdocs offers onsite Business Innovation Workshops to share our expertise and
knowledge on market trends and products with our customers.



	 	 	 
	>

	 	Product Evolution Workshop 
	 	 
	 

	 	The Product Evolution Workshop presents Amdocs’ product and portfolio roadmaps, and how it is
relevant to the customer’s vision and business strategy.
	 	 
	>

	 	Innovative Use Workshop

	 	 
	 

	 	This onsite interactive workshop demonstrates how Amdocs’ products enable customer marketing
strategies, promote innovation and enable customers to further differentiate themselves from
competitors and achieve their business goals.
	 	 
	>

	 	Business Process Education Workshop

	 	 
	 

	 	The Business Process Education workshop introduces
a holistic approach for process-driven transformation and implementation, focusing on business
process management (BPM) concepts, best practices and out-of-the-box processes.
	 	 
	>

	 	Vision & Transformation: Thought Leadership Workshop This onsite workshop presents Amdocs’
vision of the service provider industry and its evolution. It covers
both practical and logical architectures that outline the operational ideal that must be
embraced to successfully evolve from voice, video and data utilities to purveyors of the digital
lifestyle.






PAGE 14









 





AMDOCS
PREMIUM SUPPORT

4. AMDOCS PREMIUM SUPPORT



AMDOCS PREMIUM SUPPORT IS A TAILOR-MADE PACKAGE, DESIGNED TO FURTHER
SECURE YOUR CUSTOMER EXPERIENCE THROUGH A CUSTOMIZED SERVICE-LEVEL
AGREEMENT (SLA) THAT GUARANTEES A COMMITTED TIMEFRAME FOR PROBLEM
RESOLUTION AND DEDICATED SUPPORT MANAGEMENT.



AMDOCS PREMIUM SUPPORT IS AN OPTIONAL, SUPPLEMENTARY PACKAGE TO AMDOCS
PREFERRED SUPPORT AND INCLUDES A COMMITMENT TO A RESTORATION AND
RESOLUTION TIME THAT MEETS YOUR MOST CRITICAL OPERATIONAL REQUIREMENTS.








PAGE 15









 





4.1. BUSINESS-ORIENTED SLA



Combining your understanding of your specific business needs with Amdocs’ in-depth understanding of
the business environment, industry and our products, we work together with our Amdocs Premium
Support customers to define a Service-Level Agreement (SLA) which is truly business-oriented and
economically viable.



4.2. COMMITTED RESTORATION AND RESOLUTION TIME



Our industry-acknowledged commitment enables you to confidently deliver the level of service you
want to your customers. Our SLA represents a firm commitment to restoration and resolution time —
above and beyond the standard commitment. Our product experts may be assigned to work onsite, as
well as remotely, on resolving problems within the committed timeframe.



4.3. DEDICATED SUPPORT ACCOUNT MANAGER



A dedicated Support Account Manager (SAM) is an essential element of Amdocs Premium Support. A
dedicated SAM, who has in-depth understanding of your business and integration environment, is your
personalized guide and acts as a full customer advocate within the Amdocs Product Support
organization. The dedicated Support Account Manager is responsible for delivering all Support
Account Manager services, as well as:



	 	 	 
	>

	 	Reaching an in-depth understanding of your Amdocs product implementations and environment by
working closely with IT staff or SIs to ensure all issues are appropriately prioritized and
the highest quality of service is provided, as committed in the SLA.
	 	 
	>

	 	Notifying you of the most updated maintenance releases and working with you to plan an
upgrade strategy for your production environment that balances the benefits of continuous
system enhancements and system stability, taking into consideration your budget and timeline.
	 	 
	>

	 	Helping you plan your future activities, based on in-depth knowledge of Amdocs products and
understanding your business and goals.






PAGE 16









 




AMDOCS
ACTIVE SUPPORT


5. AMDOCS ACTIVE SUPPORT




AMDOCS
ACTIVE SUPPORT IS AN OPTIONAL, SUPPLEMENTARY PACKAGE TO AMDOCS PREFERRED SUPPORT. IT OFFERS
POWERFUL PROACTIVE TOOLS AND SERVICES THAT HELP CUSTOMERS MINIMIZE RISKS BY AIMING TO PREVENT
PROBLEMS BEFORE THEY OCCUR AMDOCS ACTIVE SUPPORT ENABLES CUSTOMERS TO
BENEFIT FROM AMDOCS’ EXPERIENCE
IN SUPPORTING, IMPLEMENTING AND OPERATING SOME OF THE INDUSTRY’S LARGEST PROJECTS.



WITH AMDOCS ACTIVE SUPPORT, YOU CAN PICK AND CHOOSE FROM A RANGE OF AVAILABLE SERVICES TO BUILD A
PROACTIVE PROGRAM THAT IS UNIQUELY SUITED TO YOUR BUSINESS REQUIREMENTS.








PAGE 17









 





5.1. PERFORMANCE OPTIMIZATION



5.1.1. SYSTEM HEALTH CHECK



System Health Check is an onsite, preventive service designed to assess current system status and
life expectancy, identify possible performance and availability problems, and optimize continuous
operation of Amdocs products. Amdocs performance analysts use designated tools and accumulated
knowledge to analyze performance-related aspects of Amdocs’ installations, and identify major
bottlenecks across the environment, database, operating system, middleware and major applications.



The System Health Check report outlines key findings, highlights risks that require immediate
attention, and recommends adjustments and performance improvement actions that should be taken.



5.1.2. PERFORMANCE MONITORING



With the Amdocs Performance Dashboard, customers can monitor their production environment on an
ongoing basis to maintain optimized performance of Amdocs products7. It provides
always-on, real-time monitoring of Amdocs system transactions and can drill-down to identify the
root cause of problems when needed.



The Amdocs Performance Dashboard is based on a unique development of CA|Wily Introscope, leveraging
its outstanding performance monitoring capabilities. It provides deep visibility via multi-level
views (portfolio, product, process) at low overhead, with no adverse affect on system performance.



The Amdocs Performance Dashboard is focused on monitoring the key components that predominantly
affect the performance of Amdocs systems and reports real-time system health and performance
status. It can be customized to fit specific customer implementations as required.



5.1.3. BUSINESS PROCESSES & OPERATIONS OPTIMIZATION




Amdocs Active Support includes a set of consulting services that help our customers derive maximum
benefit from their existing Amdocs investments. These incorporate Amdocs best practices, business
processes, benchmarks and software tools to increase efficiency. These consulting services include:



	 	 	 
	>

	 	Amdocs Billing Operations Improvement Service The Amdocs Billing Operations Improvement
Service audits, analyzes and collects information at key control points in the billing
system’s environment. It evaluates performance metrics for operational efficiencies and
customer satisfaction, compared to industry best practices. Amdocs baselines these key control
points, performs a gap analysis to industry best practices, and provides value-added
recommendations from our Solution Toolbox to maximize operating efficiency and significantly
stabilize the operating environment from mediation to bill production.
	 	 
	>

	 	Amdocs Contact Center Optimization Service The Amdocs Contact Center Optimization Service is
designed to help our customers drive greater value from their contact centers and optimize
their business






 




	 	 	 
	7

	 	Not available for all products



PAGE 18









 





AMDOCS
ACTIVE SUPPORT


	 	 	 
	 

	 	performance. It utilizes an optimization assessment methodology to confirm a single view of
management expectations and business objectives, assesses current contact center
technologies, business processes and organization structures and identifies and quantifies
improvement initiatives.
	 	 
	>

	 	Amdocs Order-To-Activation Optimization Service
The Amdocs Order-to-Activation Optimization
Service delivers business
process improvement recommendations, KPIs and performance metrics,
system rollouts and data quality improvement to reduce order-to-cash cycle time, as well as the
cost of acquiring and retaining customers.






5.2. LEARNING SERVICES




Amdocs Active Support offers a variety of Learning Services that empower your workforce, improve
performance and proficiency, and maximize your Amdocs investment.



This service entitles you to a predefined number of courses selected from the courses in the Amdocs
Training Catalogue. These courses can be conducted at your premises or at Amdocs worldwide learning
centers.



5.3. ONSITE PRODUCT SUPPORT EXPERT




Amdocs Active Support offers you the option of having an Amdocs Product Support expert onsite prior
to or during business-critical periods, to provide hands-on assistance and first-hand access to
experience and best practices for worry free, proactive support.



This proactive service is particularly valuable during critical transition periods, go-live
deployments, upgrades and peak
time periods. The onsite expert can significantly expedite case handling, prevent escalations, and
can provide the following services:



	 	 	 
	>

	 	Technical assistance in advance of critical periods, to analyze and review status,
identify risks and prepare a plan of action to minimize them, and help coordinate efforts
with Amdocs Product Support.
	 	 
	>

	 	Dedicated support during critical periods to guide and support throughout the entire
process, provide rapid response, handle cases before they turn into critical situations and
enhance the communication with Amdocs Product Support.
	 	 
	>

	 	Leverage technical knowledge in Amdocs products
and support to guide you in improving your system performance and work more efficiently with our
support.






PAGE 19









 






WITH OUR LONG TERM PRODUCT RELEASE SUPPORT POLICY, YOU HAVE TOTAL CONTROL OVER YOUR UPGRADE PATH
AND TIMING, AND CAN BE CONFIDENT THAT YOUR INVESTMENT IS WELL-PROTECTED AND YOUR COMPETITIVE
ADVANTAGE IS SECURED OVER TIME.



PAGE 20









 





AMDOCS PRODUCT RELEASE SUPPORT POLICY




6. AMDOCS PRODUCT RELEASE SUPPORT POLICY




Amdocs Product Support believes your investment in an Amdocs product is an investment in your
business’ future. You are entitled to new releases of your purchased products and we strongly
recommend upgrading to a supported release within the supported
window. However, if the needs of
your business make it advantageous to remain with an existing release, our long term product
release support policy ensures that you take full advantage of the award-winning functionality of
your installed Amdocs release.



The Amdocs
product release support policy defines three stages in the product
support lifecycle8:








	 	 	 
	8

	 	The release support policy applies
to Amdocs 6 for later releases. Continued and Basic Support does not
apply to OSS





PAGE 21









 





7. TERMS OF SERVICE




This chapter clarifies and highlights issues regarding Amdocs Product Support offerings and
describes certain customer responsibilities which are needed to enable Amdocs Product Support to
deliver its services efficiently.



Note: The terms used here shall, unless otherwise defined, have the meaning assigned to them in the
Amdocs Software License & Maintenance Agreement.



CUSTOMER RESPONSIBILITIES




	 	 	 
	>

	 	The customer should use the English language to report all cases and for all dialogue with
Amdocs Product Support.
	 	 
	>

	 	When customers are not able to use the Amdocs Product Support Portal, they may communicate
with Amdocs Product Support via e-mail.
	 	 
	>

	 	Prior to opening a case, the problem should be analyzed and identified as a core product
issue.
	 	 
	>

	 	When case is opened, an accurate description of the problem should be provided along with
reproduction steps and all corresponding logs, data, screen shots and error messages.
	 	 
	>

	 	Production cases of Severity 1 or similar emergencies that require immediate attention,
require telephone notification to Amdocs Product Support in addition to creating a case via
the Amdocs Product Support Portal.
	 	 
	>

	 	For all Severity 1 and 2 cases, the customer must keep suitable personnel continuously
available to respond to Amdocs Product Support queries and requests.
	 	 
	>

	 	Handling times exclude any periods of time when Product Support is waiting for a response
from the
customer (such as information required to debug a problem), or when web connectivity fails or slows
significantly due to reasons that are not under Amdocs sole responsibility and control.
	 	 
	>

	 	Customers must be using supported software releases with the maintenance release as
instructed by Amdocs to receive support. If a third party vendor retires support for its
product, you may be required to upgrade to a current certified application, hardware platform,
framework, database and/or operating system configuration to continue receiving technical
support services.






OFFERING CLARIFICATIONS




	 	 	 
	>

	 	The Amdocs Product Support as described in this document for all types of packages is
provided for Amdocs’ proprietary generic (core) software product licensed to the customers
under the Software License and Maintenance Agreement between Amdocs and the customer and all
references in this document to product shall be deemed to refer to the Software. Support or
other services for any non-core software, including (without limitation) for third-party
software products and for the LEL (Local Extension Layer, which may include customizations,
localizations and/or implementations) is typically provided by a suitably trained Customer IT
team, by an Amdocs delivery team, by a System Integrator team, or a combination of these
teams.
	 	 
	>

	 	All references in this document to errors, defects, problems, cases, bugs or other types of
problems mean errors that cause the Software not to function in material conformity with the
Software Documentation.






PAGE 22









 




TERMS OF SERVICE


	 	 	 
	>

	 	Amdocs Product Support will correct a specific defect only if that defect can be reliably
reproduced in generic product environment. Correction may be in the form of a workaround,
temporary fix, etc’.
	 	 
	>

	 	Entitlement to new version releases may not include new applications or add-on applications
that Amdocs may bring to the market. These must be purchased separately.
	 	 
	>

	 	24x7 case handling is provided for business-critical situations in production, where the
problem causes data corruption in such way that the data cannot be recovered or that it causes
significant loss of revenue. This is a subset of the Severity 1 definition.
	 	 
	>

	 	Onsite services included in the Amdocs Preferred Support package do not include travel and
expenses costs.
	 	 
	>

	 	Business innovation workshops will be offered to customers at Amdocs discretion and are
subject to the availability of Amdocs experts.
	 	 
	>

	 	Additional Named Users, in addition to the 6 Named Users offered with the Amdocs Preferred
Support package, are available at additional fee.
	 	 
	>

	 	The following types of services are not included in any of Amdocs Product Support packages:






	 	 	 	 	 
	 

	 	>
	 	Configuration or installation services in order to implement any upgrade, fix, patch, Service
Pack or any other deliverable and any clean up activity resulting from such installation.
	 	 
	 

	 	>
	 	Data management, data retrieval, data file copying or distribution, administration and other
routine operational responsibilities.
	 	 
	 

	 	>
	 	Software rebuilds, disc rebuilds or data restoration.
	 	 
	 

	 	>
	 	Any modification to the Amdocs products or Amdocs Product Support Service required as a
result of legislative changes.






	 	 	 
	>

	 	The Amdocs software product portfolio includes and integrates with some products that are
based on third-party, ISV technologies. Under this offering we do not provide support for
questions or problems arising from the use of the third-party product.
	 	 
	>

	 	Existing customers of older Amdocs support packages:






	 	 	 	 	 
	 

	 	>
	 	Previous “Standard” package: customers on the previous “Standard” package will receive all
“Preferred Support” services, except for 24x7 business-critical case handling, SAM services
and new services applicable only to new releases.
	 	 
	 

	 	>
	 	Previous “Enhanced” package: customers of the previous “Enhanced” package will receive all
“Preferred Support” services, except for new services applicable only to new releases.






	 	 	 
	>

	 	In cases where the customer contract does not include L2 support services (possible for OSS
product) some of the services will not be available
	 	 
	>

	 	For a specific product, additional Terms of Service may be specified in a supplementary
Amdocs document.






PAGE 23









 





8. SEVERITY LEVEL DEFINITIONS




S1 (PRODUCTION ENVIRONMENT)




The system is either completely unavailable or a recurring problem renders the system inoperable;
the problem or defect causes data corruption in a way that it can’t be recovered or that it causes
significant loss of revenue.



The problem or defect has one or more of the following characteristics:




	 	 	 
	>

	 	Main online system hangs indefinitely or there is severe performance degradation, causing
unreasonable wait times for resources or response times.
	 	 
	>

	 	Main online system crashes repeatedly — critical functionality is not available or the
application cannot continue because a vital feature is not functioning.
	 	 
	>

	 	Critical business data is lost in an unrecoverable manner.





S1 (NON-PRODUCTION ENVIRONMENT)




The defect causes a major fault in the application, a large piece of functionality or major
system component is completely broken, and there is NO workaround, and significant testing
cannot continue.



	 	 	 
	>

	 	OSS Products: N/A






S2 (PRODUCTION ENVIRONMENT)




System functionality is limited resulting in critical business
processes that are impacted or there is the potential for the problem
or defect to cause data corruption and therefore possible revenue loss.



The problem or defect has one or more of the following characteristics:



	 	 	 
	>

	 	A key application process crashes, but processes successfully on restart.
	 	 
	>

	 	Data cannot be edited or saved, but it doesn’t prevent
production of critical output.
	 	 
	>

	 	Main online system crashes repeatedly; critical functionality is
available but re-keying data or restarting the system is
required.
	 	 
	>

	 	A workaround exists; however there is operational or business impact.





S2 (NON-PRODUCTION ENVIRONMENT)




A major defect where a large piece of functionality or major system component is not working
properly. However, there is a workaround and significant testing can continue.



	 	 	 
	>

	 	OSS Products: N/A







S3 (PRODUCTION ENVIRONMENT)




The system is impaired, but key business processes are not
interrupted. The problem or defect has one or more of the
following characteristics:




	 	 	> Online system crashes infrequently, but critical functionality is still available.
	 
	 	 	> Reporting or querying capability is impaired.
	 
	 	 	> Non-critical application process crashes infrequently.
	 
	 	 	> The performance of the system is not as documented; however,
the output is intact.
	 
	 	 	> A workaround exists; there is little or no operational or business impact.





S3 (NON-PRODUCTION ENVIRONMENT)




A minor defect that imposes some loss of functionality which is not in the main stream of system
functionality, but for which there is an acceptable and easily producible workaround. Testing can
proceed without interruption.



S4 (PRODUCTION ENVIRONMENT)




Indicates a minor issue with no discernable impact on the customer’s
operation, routine administrative requests, or queries that do not
require an immediate response.






S4 (NON-PRODUCTION ENVIRONMENT)




A cosmetic defect. Usually things which are nice to have, i.e., slight GUI mistake, appearance of
fields in the screen are inconvenient.



PAGE 24









 





www.amdocs.com




ABOUT AMDOCS




Amdocs is the market leader in customer experience systems innovation, enabling world-leading
service providers to deliver an integrated, innovative and
intentional customer experienceTM — at
every point of service. Amdocs provides solutions that deliver customer experience excellence,
combining the software, service and expertise to help its customers execute their strategies
and achieve service, operational and financial excellence.



A global company with revenue of $2.84 billion in fiscal 2007, Amdocs has over 16,000 employees and
serves customers in more than 50 countries around the world.



For more information, visit Amdocs at www.amdocs.com.



Amdocs has
offices, development and support centers worldwide, including sites
in:



	 	 	 	 	 	 	 	 	 
	THE AMERICAS:	 	ASIA PACIFIC:	 	EUROPE, MIDDLE EAST & AFRICA:	 	 	 	 
	BRAZIL

	 	AUSTRALIA
	 	CYPRUS
	 	IRELAND
	 	RUSSIA
	CANADA

	 	CHINA
	 	CZECH REPUBLIC
	 	ISRAEL
	 	SPAIN
	MEXICO

	 	INDIA
	 	FRANCE
	 	ITALY
	 	SWEDEN
	UNITED STATES

	 	JAPAN
	 	GERMANY
	 	NETHERLANDS
	 	TURKEY
	 

	 	THAILAND
	 	HUNGARY
	 	POLAND
	 	UNITED KINGDOM






For the
most up-to-date contact information for all Amdocs offices worldwide, please visit our website at www.amdocs.com/corporate.asp



	 	 	 
	

	 	Copyright © Amdocs 2008. All Rights Reserved. Reproduction or distribution other than for intended
purposes is prohibited, without the prior written consent of Amdocs. Amdocs reserves the right to
revise this document and to make changes in the content from time to time without notice. Amdocs
may make improvements and/or changes to the product(s) and/or programs described in this document
any time. The trademarks and service marks of Amdocs, including the Amdocs mark and logo, Ensemble,
Enabler, Clarify, Return on Relationship, Intelecable, Collabrent,
Intentional Customer Experience,
Cramer and Qpass are the exclusive property of Amdocs, and may not be used without permission. All
other marks are the property of their respective owners.







 











 








SCHEDULE 19

DATA PRIVACY AND SECURITY




[SEE ATTACHED]




***














 








SCHEDULE 20

INSURANCE




[SEE ATTACHED]














 








SCHEDULE 20

INSURANCE




Amdocs shall procure, and at all times during the Term and until the conclusion of the Termination
Assistance Period (and thereafter to the extent required under Section 18.4 of the Agreement)
maintain, the types and amounts of insurance coverage described in this Schedule.



1. Commercial General Liability Insurance.





	1.1	 	General. Amdocs shall procure and maintain a policy of commercial general liability
insurance that provides limits of not less than:





	 	 	 	 	 
	Per Occurrence:
	 	$	10,000,000	 
	General Aggregate:
	 	$	10,000,000	 
	Products/Completed Operations:
	 	$	5,000,000	 
	Personal and Advertising Injury:
	 	$	5,000,000	 
	Fire Damage (any one occurrence):
	 	$	5,000,000	 
	Medical Payments (any one person):
	 	$	10,000	 







	 	 	Any deductible, self-insured retention or use of a captive insurance company subsidiary
shall be the responsibility of Amdocs.
	 
	1.2	 	Required General Liability Policy Coverage. Any general liability policy provided by Amdocs
shall include the following coverage: (a) premises and operations; (b) products/completed
operations; (c) contractual liability; (d) personal injury and advertising injury liability;
(e) independent contractors liability; and (f) severability of interest clause. The limits of
liability set forth in Section 1.1 of this Schedule can be combined of primary and umbrella
(excess) insurance.
	 
	1.3	 	Form of General Liability Insurance Policies. All general liability policies shall be on an
occurrence basis written to apply to bodily injury, including death, property damage, personal
injury, and other covered losses occurring during the policy term, and specifically shall
insure the performance by Amdocs of its obligations under the Agreement.
	 
	2.	 	Business Automobile Liability Insurance. Amdocs shall procure business automobile liability
insurance written for bodily injury and property damage occurring during the policy term, in
the amount of not less than $5,000,000, combined single limit per accident, applicable to all
owned, non-owned, and hired vehicles, and shall be amended to comply with Laws.
	 
	3.	 	Statutory Workers’ Compensation and Employers’ Liability Insurance. Amdocs shall maintain a
policy of workers’ compensation coverage for no less than the minimum statutory amount
required for the state(s) and/or countries in which Amdocs’ employees are performing Services
on behalf of MetroPCS, and employers’ liability coverage for not less than $500,000 per
occurrence for all employees of Amdocs engaged in the performance of Services or operations
under the Agreement.




Page 1 of 3









 






	4.	 	Employee Dishonesty and Computer Fraud. Amdocs shall maintain employee dishonesty and
computer fraud coverage in an amount not less than $2,000,000 per occurrence. Such insurance
shall cover all of Amdocs’s employees. Coverage shall include a loss payee endorsement to
MetroPCS. Any deductible or self-insured retention shall be the responsibility of Amdocs.
	 
	5.	 	Property Insurance. Amdocs shall provide insurance on all property owned by Amdocs and used
to provide Services under the Agreement. Such policy shall provide “all risk” perils,
including flood at full replacement cost, and shall be in an amount of not less than
$50,000,000. Coverage shall include business personal property tenant improvements, and all
real and personal property owned by Amdocs, including data and business income. Amdocs shall
maintain earthquake insurance with respect to its property used to provide Services in an
amount not less than $2,000,000. Amdocs shall be responsible for any deductible or
self-insured retention.
	 
	6.	 	Umbrella or Excess Insurance. Amdocs shall maintain umbrella (excess) insurance coverages
written on an occurrence basis in an amount of not less than $15,000,000. This coverage shall
provide excess liability coverage in excess over all limits and coverages described in
Sections 1.2 and 3 of this Schedule.
	 
	7.	 	Professional Errors and Omissions Liability Insurance/Electronic Errors and Omissions.
Amdocs shall obtain professional errors and omissions liability insurance in an amount of not
less than $10,000,000 per claim, with an aggregate limit of not less than $25,000,000,
providing coverage for wrongful acts in the rendering of, or failure to render, professional
services. As of the Effective Date, the coverage will not contain specific, express
exclusions for design errors, or failure to design an adequate system arising out of Amdocs’s
wrongful acts in the rendering of, or failure to render, professional services to MetroPCS.
Amdocs will exercise commercially reasonable efforts to provide that such specific, express
exclusions will not be contained in the insurance during the Term. Any deductible or
self-insured retention must be declared to MetroPCS along with any changes thereto. Amdocs
shall be responsible for any deductible or self-insured retention. This coverage shall be
maintained for a minimum of two (2) years following termination or completion of Amdocs’s
performance of its obligations under the Agreement.
	 
	8.	 	Primary Insurance Endorsement. The coverages afforded to Amdocs and MetroPCS under all of
the required policies described in this Schedule shall apply as primary insurance, and any
other insurance maintained by MetroPCS or its Affiliates, or any of their directors, officers,
agents or employees, or any MetroPCS self-funded program, shall be excess only and not
contributing with such coverage, except for premises liability covered under Amdocs’
Commercial General Liability insurance policy where work is performed on MetroPCS’ premises
and Amdocs does not control that portion of MetroPCS’ premises.
	 
	9.	 	Cross Liability. The coverages required by Section 18.4 and this Schedule shall contain a
standard cross liability endorsement which provides that the insurance applies separately to
each insured.





Page 2 of 3









 





	10.	 	Waiver of Subrogation. All coverage required by this Schedule (except for the errors and
omissions policy described in Section 7 above) shall include a waiver of subrogation against
MetroPCS and its Affiliates, a copy of which shall be provided to MetroPCS upon request.




Page 3 of 3









 











SCHEDULE 21

MASTER PREFERRED AGREEMENT AND AMENDMENT



This Schedule 21 consists of the following two (2) Attachments:



1. Attachment 1: Master Preferred Agreement; and



2. Attachment 2: First Amendment to the Master Preferred Agreement.





SCHEDULE 21
Page 1 of 23









 





ATTACHMENT 1 TO SCHEDULE 21

MASTER PREFERRED AGREEMENT 




[Attached Hereto]





SCHEDULE 21
Page 2 of 23









 













Master Preferred Agreement



Master Preferred offers the flexibility of a modifiable contract combined with a high level of
protection for both the depositor and the beneficiary. It allows for additional parties to accept
contract conditions with a one-page addendum. It provides frequent correspondence between DSI and
all parties to the agreement. The depositor and beneficiary will receive signed confirmations from
DSI that every deposit has been inspected; an account history report to notify them of the status
of the escrow; and ongoing monitoring services to ensure compliance of contract terms.




Purpose



DSI’s Master Preferred Agreement is generally used when:





	 	•	 	Both parties agree that a high level of escrow protection is needed.
	 
	 	•	 	The depositor or the beneficiary wants to establish an escrow contract that is
executed once, defining the company’s preferred terms.
	 
	 	•	 	The depositor has multiple products to be licensed independently by various beneficiaries.
	 
	 	•	 	Both parties want to reduce the time spent on negotiating the basic terms and
conditions of the escrow agreement.
	 
	 	•	 	Clients want to avoid setup costs when adding beneficiaries or depositors to their
escrow account.





Features



Master Preferred customers benefit from these unique features:





	 	•	 	One agreement ensures consistency for all escrow requirements.
	 
	 	•	 	Additional parties accept contract conditions with a one-page form.
	 
	 	•	 	Tailored release conditions.
	 
	 	•	 	Modification of terms for unique requirements.
	 
	 	•	 	Written notification detailing the contents of the initial deposit and each update.
	 
	 	•	 	Semiannual account histories listing all deposit activity.
	 
	 	•	 	DSI direct billing to beneficiary.
	 
	 	•	 	Technical verification options.






	 	•	 	Audit trail of deposit created through inspection, date stamping of all deposit
materials.
	 
	 	•	 	Deposit inspection with signed receipt for all parties.








Atlanta • Boston • Chicago • Dallas • San Diego • San Francisco • Toronto




SCHEDULE 21
Page 3 of 23









 







For More Information Call: (800) 962-0652 or Visit Us At www.dsiescrow.com or www.ironmountain.com




SCHEDULE 21
Page 4 of 23









 





MASTER PREFERRED ESCROW AGREEMENT




Master Number ______________________



This agreement (“Agreement”) is effective January 18, 2003 among DSI Technology Escrow Services,
Inc. (“DSI”), Amdocs Software Systems Limited (“Depositor”) and any additional party signing the
Acceptance Form attached to this Agreement (“Preferred Beneficiary”), who collectively may be
referred to in this Agreement as the parties (“Parties”).



A. Depositor and Preferred Beneficiary have entered or will enter into a license agreement,
development agreement, and/or other agreement regarding certain proprietary technology of Depositor
(referred to in this Agreement as the “License Agreement”).



B. Depositor desires to avoid disclosure of its proprietary technology except under certain limited
circumstances.



C. The availability of the proprietary technology of Depositor is critical to Preferred Beneficiary
in the conduct of its business and, therefore, Preferred Beneficiary needs access to the
proprietary technology under certain limited circumstances.



D. Depositor and Preferred Beneficiary desire to establish an escrow with DSI to provide for the
retention, administration and controlled access of certain proprietary technology materials of
Depositor.



E. The parties desire this Agreement to be supplementary to the License Agreement pursuant to 11
United States [Bankruptcy] Code, Section 365(n).




ARTICLE 1 — DEPOSITS



1.1 Obligation to Make Deposit. Upon *** , Depositor shall deliver to DSI the ***
(“Deposit Materials”) required to be deposited by the License Agreement or, if the License
Agreement does not identify the materials to be deposited with DSI, then such materials will be
identified on Exhibit A. If Exhibit A is applicable, it is to be prepared and signed by Depositor
and Preferred Beneficiary. DSI shall have no obligation with respect to the preparation, signing
or delivery of Exhibit A.



1.2 Identification of Tangible Media. Prior to the delivery of the Deposit Materials
to DSI, Depositor shall label for identification each document, magnetic tape, disk, or other
tangible media upon which the Deposit Materials are written or stored. Additionally, Depositor
shall complete Exhibit B to this Agreement by listing each such tangible media by the item label
description, the type of media and the quantity. Exhibit B shall be signed by Depositor and
delivered to DSI with the Deposit Materials. Unless and until Depositor makes the initial deposit
with
DSI, DSI shall have no obligation  with


SCHEDULE 21
Page 5 of 23









 






respect to this Agreement, except the obligation to
notify the parties regarding the status of the account as required in Section 2.2 below.



1.3. Escrow Account Name Identification. Subject to this Section 1, and at the time
Depositor makes the initial deposit with DSI in accordance with Section 1.2 above, Depositor shall
complete and sign Exhibit D naming the initial account upon which the Deposit Materials are written
or stored. Any new deposits referencing new account names made subsequent to the signing of this
Agreement, intended by the Depositor to be held in a separate account and maintained separately
from the initial account, but made a part of this Agreement, shall be provided for by the Depositor
on Exhibit E, and Exhibit E shall be signed by the Depositor and DSI.



1.4 Acceptance of Deposit. When DSI receives the Deposit Materials, DSI will conduct a
deposit inspection. At completion of the deposit inspection, if DSI determines that the labelling
of the tangible media matches the item descriptions and quantity on Exhibit B, DSI will date and
sign Exhibit B and mail a copy thereof to Depositor and Preferred Beneficiary. If DSI determines
that the labelling does not match the item descriptions or quantity on Exhibit B, DSI will (a) note
the discrepancies in writing on Exhibit B; (b) date and sign Exhibit B with the exceptions noted;
and (c) mail a copy of Exhibit B to Depositor and Preferred Beneficiary. DSI’s acceptance of the
deposit occurs upon the signing of Exhibit B by DSI. Delivery of the signed Exhibit B to Preferred
Beneficiary is Preferred Beneficiary’s notice that the Deposit Materials have been received and
accepted by DSI. Other than DSI’s inspection of the Deposit Materials, DSI shall have no obligation
to the accuracy, completeness, functionality, performance or non-performance of the Deposit
Materials.



1.5 Depositor’s Representations. Depositor represents as follows:





	 	a.	 	Depositor lawfully possesses all of the Deposit Materials deposited with DSI;
	 
	 	b.	 	With respect to all of the Deposit Materials, Depositor has the right and
authority to grant to DSI and Preferred Beneficiary the rights as provided in this
Agreement;
	 
	 	c.	 	As of the effective date of this Agreement, the Deposit Materials are not the
subject of a lien or encumbrances, however, any liens or encumbrances made after the
execution of this Agreement will not prohibit, limit, or alter the rights and
obligations of DSI under this Agreement;
	 
	 	d.	 	The Deposit Materials consist of the proprietary technology and other
materials identified either in the License Agreement or Exhibit A, as the case may be;
and




SCHEDULE 21
Page 6 of 23









 






	 	e.	 	The Deposit Materials are readable and useable in their current form or, if
any portion of the Deposit Materials is encrypted, the decryption tools and decryption
keys have also been deposited.





1.6 DSI’s Responsibilities. DSI shall:




1.6.1 Hold the Deposit Materials in a safe and secure environment;





	 	1.6.2	 	in accordance with Clause 1.4 inform the Depositor and the Preferred
Beneficiary of the receipt of any copy of the Deposit Material;
	 
	 	1.6.3	 	at all times retain a copy of the latest deposit of the Deposit Materials as
deposited by Depositor ; and
	 
	 	1.6.4	 	notify the Depositor if it becomes aware at any time during the term of this
Agreement that the copy of the Deposit Material held by it has been lost, damaged or
destroyed.




1.7 Verification. Upon receipt of a written request from Preferred Beneficiary, DSI and
Preferred Beneficiary may enter into a separate proposal agreement pursuant to which DSI will
agree, upon certain terms and conditions, to inspect the Deposit Materials for the purpose of
verifying its accuracy, completeness, sufficiency and quality (“Verification Proposal Agreement”);
the cost of such verification shall be borne by the Preferred Beneficiary. Depositor shall
reasonably co-operate with DSI by providing its facilities, computer software systems, and
technical and support personnel for verification whenever reasonably necessary. If a verification
is elected after the Deposit Materials have been delivered to DSI, then only DSI, or at DSI’s
election, an independent contractor or company selected by DSI, may perform the verification. The
Preferred Beneficiary may only request, and the Depositor shall be obliged to permit such
verification only once during any 12 month period.



1.8 Deposit Updates. Unless otherwise provided by the License Agreement, Depositor shall
update the Deposit Materials within sixty (60) days of each release of a new version of the
product, which is subject to the License Agreement. Such updates will be added to the existing
deposit. All deposit updates shall be listed on a new Exhibit B and the new Exhibit B shall be
signed by Depositor. Each Exhibit B will be held and maintained separately within the escrow
account. An independent record will be created which will document the activity for each Exhibit
B. The processing of all deposit updates shall be in accordance with Sections 1.2 through 1.6
above. All references in this Agreement to the Deposit Materials shall include the initial Deposit
Materials and any updates.



1.9 Removal of Deposit Materials. The Deposit Materials may be removed and/or exchanged
only on written instructions signed by Depositor and Preferred Beneficiary, or as otherwise
provided in this Agreement.




SCHEDULE 21
Page 7 of 23









 








ARTICLE 2 — CONFIDENTIALITY AND RECORD KEEPING



2.1 Confidentiality. DSI shall have the obligation to protect the confidentiality of the
Deposit Materials. Except as provided in this Agreement or any subsequent agreement between the
Parties, DSI shall not disclose, transfer, make available, or use the Deposit Materials. DSI shall
not disclose the terms of this Agreement to any third party. If DSI receives a subpoena or any
other order from a court or other judicial tribunal pertaining to the disclosure or release of the
Deposit Materials, DSI will immediately notify the parties to this Agreement unless prohibited by
law. It shall be the responsibility of Depositor and/or Preferred Beneficiary to challenge any
such
order; provided, however, that DSI does not waive its rights to present its position with respect
to any such order. DSI will not be required to disobey any order from a court or other judicial
tribunal including, but not limited to, notices delivered pursuant to 7.6 below.



2.2 Status Reports. DSI will issue to Depositor and Preferred Beneficiary a report
profiling the account history semi-annually.




ARTICLE 3 — RIGHT TO MAKE COPIES



3.1 Right to Make Copies. DSI shall have the right to make copies of the Deposit Materials
as reasonably necessary to perform this Agreement. DSI shall copy all copyright, nondisclosure,
and other proprietary notices and titles contained on the Deposit Materials onto any copies made by
DSI. With all Deposit Materials submitted to DSI, Depositor shall provide any and all instructions
as may be necessary to duplicate the Deposit Materials including but not limited to the hardware
and/or software needed. Any copying expenses incurred by DSI as a result of a request to copy will
be borne by the party requesting the copies. Alternatively, DSI may notify Depositor requiring its
reasonable cooperation in promptly copying the Deposit Materials in order for DSI to perform this
Agreement.




ARTICLE 4  — RELEASE OF DEPOSIT



4.1 Release Conditions. As used in this Agreement, “Release Condition” shall mean the
following:





	 	a.	 	The Depositor without legal justification has been determined to have
breached a material obligation imposed on it pursuant to the License Agreement and has
failed to remedy that breach within ninety (90) days from receipt of notification from
the Preferred Beneficiary; or






	 	b.	 	the Depositor (i) shall become insolvent, (ii) cease doing business as a
going concern, (iii) make an assignment for the benefit of its creditors, or (iv)
admit in writing its inability to pay debts, or (v) if proceedings are instituted by
or against it in bankruptcy, under applicable insolvency laws, or (vi) for
receivership or dissolution, provided such proceedings are not dismissed within thirty
(30) days of their commencement.




SCHEDULE 21
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4.2 Filing For Release. If Preferred Beneficiary believes in good faith that a Release
Condition has occurred, Preferred Beneficiary must provide to DSI written notice of the occurrence
of the Release Condition and a request for the release of the Deposit Materials within thirty (30)
days of becoming aware of the occurrence of a Release Condition. Within five (5) business days of
receipt of a written notice, DSI shall provide a copy of the notice to Depositor. DSI will
promptly notify the Parties unless DSI acknowledges or discovers independently, or through the
Parties, its need for additional documentation or information in order to comply with this section.
Such need for additional documentation or information may extend the time period for DSI’s
performance under this section.



4.3 Contrary Instructions. From the date of receipt by Depositor of the DSI notice
requesting release of the Deposit Materials, Depositor shall have thirty (30) business days to
deliver to DSI contrary instructions (“Contrary Instructions”). Contrary Instructions shall mean
the written representation by Depositor that a Release Condition has not occurred or has been
cured. Upon receipt of Contrary Instructions, DSI shall send a copy to Preferred Beneficiary by
commercial express mail. Additionally, DSI shall notify both Depositor and Preferred Beneficiary
that there is a dispute to be resolved pursuant to Section 7.4. Subject to Section 5.2 of this
Agreement, DSI will continue to store the Deposit Materials without release pending (a) joint
instructions from Depositor and Preferred Beneficiary; (b) dispute resolution pursuant to Section
7.4; or (c) order from a court of competent jurisdiction.



4.4 Release of Deposit. If DSI does not receive Contrary Instructions from the Depositor,
DSI is authorized to release the Deposit Materials to the Preferred Beneficiary or, if more than
one beneficiary is registered to the deposit, to release a copy of the Deposit Materials to the
Preferred Beneficiary. However, DSI is entitled to receive any fees due DSI before making the
release. Any copying expenses will be chargeable to Preferred Beneficiary. Upon any such release,
the escrow arrangement will terminate as it relates to the Depositor and Preferred Beneficiary
involved in the release.



4.5 Right to Use Following Release. Unless otherwise provided in the License Agreement,
upon release of the Deposit Materials in accordance with this Article 4, Preferred Beneficiary
shall have the right to use the Deposit Materials for the sole purpose of continuing its use of the
software package licensed to Preferred Beneficiary by the License Agreement. Preferred Beneficiary
shall be obligated to maintain the confidentiality of the released Deposit Materials. The release
of the Deposit Materials to the Preferred Beneficiary will not act as an assignment of any
Intellectual Property Rights that the Depositor possesses in the Deposit Material. For the
purposes of this clause “Intellectual Property Rights” shall mean all or any copyright, patent,
trade mark, design right, database rights, computer software and source code (whether or not any of
these rights are registered, and including applications and the right to apply for registration of
any such rights as registered rights anywhere in the world) and all rights and forms of protection
of a similar nature or having similar or equivalent effect as the foregoing which may subsist
anywhere in the world.




SCHEDULE 21
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ARTICLE 5  —  TERM AND TERMINATION



5.1 Term of Agreement. The initial term of this Agreement is for a period of one (1) year.
Thereafter, this Agreement shall automatically renew from year-to-year unless (a) Depositor and
Preferred Beneficiary jointly instruct DSI in writing that the Agreement is terminated; (b) DSI
instructs Depositor and Preferred Beneficiary in writing ninety (90) days after its renewal date
that the Agreement is terminated for nonpayment in accordance with Section 5.2; or (c) DSI reserves
the right to terminate this Agreement, for any reason, other than nonpayment, by providing
Depositor and Preferred Beneficiary sixty (60) days written notice of its intent to terminate this
Agreement. If the Deposit Materials are subject to another escrow agreement with DSI, DSI reserves
the right, after the initial one year term, to adjust the anniversary date of the Agreement to
match the then prevailing anniversary date of such other escrow arrangements.



5.2 Termination for Nonpayment. In the event of the nonpayment of fees owed to DSI, DSI
shall provide written notice of delinquency to the parties to this Agreement affected by such
delinquency. Any such party shall have the right to make the payment to DSI to cure the default.
If the past due payment is not received in full by DSI within one (1) month of the date of such
notice, then at any time thereafter DSI shall have the right to terminate this Agreement to the
extent it relates to the delinquent party by sending written notice of termination to such affected
parties. DSI shall have no obligation to take any action under this Agreement so long as any
payment due to DSI remains unpaid.



5.3 Disposition of Deposit Materials Upon Termination. Subject to the foregoing
termination provisions, and upon termination of this Agreement, DSI shall destroy, return, or
otherwise deliver the Deposit Materials in accordance with Depositor’s instructions. If there are
no instructions within the notice period, DSI may, at its sole discretion, destroy the Deposit
Materials or return them to Depositor. DSI shall have no obligation to destroy or return the
Deposit Materials if the Deposit Materials are subject to another escrow agreement with DSI or have
been released to the Preferred Beneficiary in accordance with Section 4.4.



5.4 Survival of Terms Following Termination. Upon termination of this Agreement, the
following provisions of this Agreement shall survive:





	 	a.	 	Depositor’s Representations (Section 1.5);
	 
	 	b.	 	The obligations of confidentiality with respect to the Deposit Materials;
	 
	 	c.	 	The obligation to pay DSI any fees and expenses due;
	 
	 	d.	 	The provisions of Article 7; and
	 
	 	e.	 	Any provisions in this Agreement which specifically state they survive the
termination of this Agreement.




SCHEDULE 21
Page 10 of 23









 











ARTICLE 6  —  DSI’S FEES



6.1 Fee Schedule. DSI is entitled to be paid agreed fees and expenses applicable to the
services provided. DSI shall notify the party responsible for payment of DSI’s fees at least sixty
(60) days prior to any increase in fees. For any service not listed on DSI’s standard fee schedule
(Exhibit G), DSI will provide a quote prior to rendering the service, if requested.



6.2 Payment Terms. DSI shall not be required to perform any service, including release of
any Deposit Materials under Article 4, unless the payment for such service and any outstanding
balances owed to DSI are paid in full. Fees are due upon receipt of a signed contract or receipt
of the Deposit Materials whichever is earliest. DSI shall directly invoice each Preferred
Beneficiary upon submission of the Preferred Beneficiary Acceptance Form and annually thereafter,
unless otherwise instructed in writing by Depositor. If invoiced fees are not paid, DSI may
terminate this Agreement in accordance with Section 5.2.




ARTICLE 7  —  LIABILITY AND DISPUTES


7.1 Right to Rely on Instructions. DSI may act in reliance upon any instruction,
instrument, or signature reasonably believed by DSI to be genuine. DSI may assume that any
employee of a party to this Agreement who gives any written notice, request, or instruction has the
authority to do so. DSI will not be required to inquire into the truth or evaluate the merit of
any statement or representation contained in any notice or document. DSI shall not be responsible
for failure to act as a result of causes beyond the reasonable control of DSI.



7.2 Indemnification. Depositor and Preferred Beneficiary each agree to indemnify, defend
and hold harmless DSI from any and all claims, actions, damages, arbitration fees and expenses,
costs, reasonable attorney’s fees and other liabilities (“Liabilities”) incurred by DSI relating in
any way to this escrow arrangement except where it is adjudged that DSI acted with gross negligence
or willful misconduct.



7.3 Limitation of Liability. In no event will DSI be liable for any incidental, indirect,
special, exemplary, punitive or consequential damages, including, but not limited to, damages
(including loss of data, revenue, and/or profits) costs or expenses (including legal fees and
expenses), whether foreseeable or unforeseeable, that may arise out of or in connection with this
Agreement except to the extent that such loss or damage is caused by DSI’s gross negligent acts or
omissions or a material breach of their obligations pursuant to the Agreement as determined by
arbitration or a court of competent jurisdiction; and in no event shall the collective liability of
DSI exceed the annual escrow fees paid under this Agreement.



7.4 Dispute Resolution. Any dispute relating to or arising from this Agreement shall be
submitted to, and settled by arbitration by a single arbitrator chosen by the San Diego Regional
Office of the American Arbitration Association in accordance
with the


SCHEDULE 21
Page 11 of 23









 






Commercial Rules of the
American Arbitration Association. The arbitrator shall apply California law. Unless otherwise
agreed by Depositor and Preferred Beneficiary, arbitration will take place in San Diego,
California, U.S.A. Any court having jurisdiction over the matter may enter judgment on the award
of the arbitrator. Service of a petition to confirm the arbitration award may be made by First
Class mail or by commercial express mail, to the attorney for the party or, if unrepresented, to
the party at the last known business address. Any costs of arbitration incurred by DSI,
including reasonable attorney’s fees and costs, shall be divided equally and paid by Depositor and
Preferred Beneficiary.



7.5 Controlling Law. The Agreement is to be governed and construed in accordance with the
laws of the State of California, without regard to its conflict of law provisions.



7.6 Notice of Requested Order. If any party intends to obtain an order from the arbitrator
or any court of competent jurisdiction, which may direct DSI to take, or refrain from taking any
action, that party shall:





	 	a.	 	Give DSI at least five (5) business days prior notice of the hearing;
	 
	 	b.	 	Include in any such order that, as a precondition to DSI’s obligation, DSI be
paid in full for any past due fees and be paid for the reasonable value of the
services to be rendered pursuant to such order; and
	 
	 	c.	 	Ensure that DSI not be required to deliver the original (as opposed to a
copy) of the Deposit Materials if DSI may need to retain the original in its
possession to fulfill any of its other escrow duties.





ARTICLE 8  —  GENERAL PROVISIONS



8.1 Entire Agreement. The Agreement, which includes the Acceptance Form and Exhibits A, B,
C, D and E described herein, embodies the entire understanding among all of the parties with
respect to its subject matter and supersedes all previous communications, representations or
understandings, either oral or written. DSI is not a party to the License Agreement between
Depositor and Preferred Beneficiary and has no knowledge of any of the terms or provisions of any
such License Agreement. DSI’s only obligations to Depositor or Preferred Beneficiary are as set
forth in this Agreement. No amendment or modification of this Agreement shall be valid or binding
unless signed by all the parties hereto, except that Exhibit A need not be signed by DSI, Exhibit B
need not be signed by Preferred Beneficiary, Exhibit C need not be signed by any party, Exhibit D
need not be signed by Preferred Beneficiary or DSI and the Acceptance Form need only be signed by
the parties identified therein.



8.2 Notices. All notices, invoices, payments, deposits and other documents and
communications shall be given to the parties at the addresses specified in the attached Exhibit C
and Acceptance Form. It shall be the responsibility of the parties to notify each other as
provided in this Section in the event of a change of address. The parties shall have the right to
rely on the last known address of the other parties. Any correctly


SCHEDULE 21
Page 12 of 23









 






addressed notice or last known
address of the other parties that is relied on herein that is refused, unclaimed, or undeliverable
because of an act or omission of the party to be notified as provided herein shall be deemed
effective as of the first date that said notice was refused, unclaimed, or deemed undeliverable by
the postal authorities by mail, through messenger or commercial express delivery services. Unless
otherwise provided in this Agreement, all documents and communications may be delivered by First
Class mail.



8.3 Severability. In the event any provision of this Agreement is found to be invalid,
voidable or unenforceable, the parties agree that unless it materially affects the entire intent
and purpose of this Agreement, such invalidity, voidability or unenforceability shall affect
neither the validity of this Agreement nor the remaining provisions herein, and the provision in
question shall be deemed to be replaced with a valid and enforceable provision most closely
reflecting the intent and purpose of the original provision.



8.4 Successors and Assigns. The Agreement shall be binding upon and shall inure to the
benefit of the successors and assigns of the parties. However, DSI shall have no obligation in
performing this Agreement to recognize any successor or assign of Depositor or Preferred
Beneficiary unless DSI receives clear, authoritative and conclusive written evidence of the change
of parties.



8.5 Waiver. Any term of this Agreement may be waived by the party entitled to the
benefits thereof, provided that any such waiver must be in writing and signed by the party against
whom the enforcement of the waiver is sought. No waiver of any condition, or breach of any
provision of this Agreement, in any one or more instances, shall be deemed to be a further or
continuing waiver of such condition or breach. Delay or failure to exercise any right or remedy
shall not be deemed the waiver of that right or remedy.



8.6 Regulations. Depositor and Preferred Beneficiary are responsible for and warrant
compliance with all applicable laws, rules and regulations, including but not limited to customs
laws, import, export, and re-export laws and government regulations of any country from or to which
the Deposit Materials may be delivered in accordance with the provisions of this Agreement.



8.7 Attorney’s Fees. In any litigation or other proceeding by which one party either seeks
to enforce its rights under this Agreement (whether in contract, tort, or both) or seeks
declaration of any rights or obligations under this Agreement, the prevailing party who has proven
in court by court decree, judgment or arbitrator’s decision that the other party has materially
breached its representation and/or warranty under this Agreement shall be awarded reasonable
attorneys’ fees, together with any costs and expenses, to resolve the dispute and to enforce final
judgement.



8.8 No Third Party Rights. The Agreement is made solely for the benefit of the Parties to
this Agreement and their respective permitted successors and assigns, and no other person or entity
shall have or acquire any right by virtue of this Agreement unless otherwise agreed to by all the
parties hereto.




SCHEDULE 21
Page 13 of 23









 







8.9 Authority to Sign. Each of the Parties herein represents and warrants that the
execution, delivery, and performance of this Agreement has been duly authorized and signed by a
person who meets statutory or other binding approval to sign on behalf of its business organization
as named in this Agreement.



8.10 Counterparts. The Agreement may be executed in any number of counterparts, each of
which shall be an original, but all of which together shall constitute one instrument.




	 	 	 	 	 	 	 	 	 	 	 
	Amdocs Software Systems Limited
(“Depositor”)	 	DSI Technology Escrow Services, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 

	 	 
	 	 	 	 

	 	 
	Name:

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 

	 	 
	 	 	 	 

	 	 
	Title:

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 

	 	 
	 	 	 	 

	 	 
	Date:

	 	 	 	 	 	Date:	 	 	 	 
	 

	 	 

	 	 
	 	 	 	 

	 	 







SCHEDULE 21
Page 14 of 23











 





EXHIBIT A

MATERIALS TO BE DEPOSITED




Account Number                                        



Depositor represents to Preferred Beneficiary that Deposit Materials delivered to DSI shall consist
of the following:




	 	 	 	 	 	 	 
	Amdocs

	 	Software
	 	Systems
	 	Limited






	 	 	 	 	 	 	 
	 	 	 
	(“Depositor”)	 	(“Preferred Beneficiary”)
	 
	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Name:

	 	 	 	Name:	 	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Title:

	 	 	 	Title:	 	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Date:

	 	 	 	Date:	 	 
	 

	 	 
	 	 	 	 





SCHEDULE 21
Page 15 of 23










 





EXHIBIT B

DESCRIPTION OF DEPOSIT MATERIALS



Depositor Company Name: Amdocs Software Systems Limited



Account Number 
              
             
            
          
          
         
           
          
          
         
          
         
          
     
          
       
         
           



Product Name  
     
             
             
             
             
             
        Version   
             
             
            

(Product Name will appear as Exhibit B Name on Account History report)




DEPOSIT MATERIAL DESCRIPTION:




1.   
        
  QUANTITY MEDIA TYPE & SIZE    
        LABEL DESCRIPTION OF

           
      EACH SEPARATE ITEM




	 	 	 	 	 
	                    	 	Disk 3.5” or ____
	 
	 	 	 	 
	                    	 	DAT tape ____mm
	 
	 	 	 	 
	                    

	 	 	 	CD-ROM
	 
	 	 	 	 
	                    

	 	 	 	Data cartridge tape                     
	 
	 	 	 	 
	                    

	 	 	 	TK 70 or                      tape
	 
	 	 	 	 
	                    

	 	 	 	Magnetic tape                     
	 
	 	 	 	 
	                    

	 	 	 	Documentation
	 
	 	 	 	 
	                    

	 	 	 	Other                                         





PRODUCT DESCRIPTION:




Environment  
           
         
          
         
          
         
            
        
        
            




DEPOSIT MATERIAL INFORMATION:




Is the media or are any of the files encrypted? Yes / No If yes, please include any passwords
and the decryption tools.



Encryption tool name  
             
            
            
           
           
       
           
          
          
 Version        
           
          
           
        
            



Hardware required  
           
          
           
          
           
              
         
        
              



Software required 
           
          
           
         
          
         
        
           



Other information  
          
         
          
         
        
         
           
         
   required   
        
         
       
             




SCHEDULE
21
Page 16 of 23









 








	 	 	 
	I certify for Depositor that the above 

described Deposit Materials

	 	DSI has inspected and accepted the above
materials (any exceptions are noted above):
	have been transmitted to DSI:
	 	 






	 	 	 	 	 	 	 
	Signature

	 	 	 	Signature	 	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Print Name

	 	 	 	Print Name	 	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Date

	 	 	 	Date Accepted	 	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Exhibit B#	 	 
	 

	 	 	 	 	 	 






SCHEDULE
21
Page 17 of 23











 





EXHIBIT C

DESIGNATED CONTACT




Master Number                                         




	 	 	 
	Notices, deposit material returns and	 	 
	communications to Depositor should	 	Invoices to Depositor should be
	be addressed to:	 	addressed to:
	Company Name: Amdocs

	 	Amdocs
	Address: 2570 Orchard Parkway

	 	2570 Orchard Parkway
	San Jose, CA 95131

	 	San Jose, CA 95131
	Designated Contact: Dawna Blanks

	 	Contact: Dawna Blanks
	Telephone: 408-965-7770

	 	P.O.#: Will change annually.
	Facsimile: 408-965-4313
	 	 
	E-mail: dblanks@amdocs.com
	 	 
	Verification Contact: Dawna Blanks
	 	 
	Telephone/E-mail:
	 	 
	T = 408-965-7770
	 	 
	E = dblanks@amdocs.com
	 	 





Requests to change the designated contact should be given in writing by the designated contact or
an authorized employee.




	 	 	 
	DSI has two Operations Centres to	 	 
	service you. Agreements, Deposit	 	 
	Materials and notices to DSI should	 	All invoice fee remittances to DSI
	be addressed to: (select location)	 	should be addressed to:
	o Attn: Client Services

	 	DSI Technology Escrow Services, Inc.
	9265 Sky Park Court, Suite 202

	 	PO Box 45156
	San Diego, CA 92123

	 	San Francisco, CA 94145-0156
	Telephone: (858) 499-1600
	 	 
	Facsimile: (858) 694-1919
	 	 
	E-mail: clientservices@dsiescrow.com
	 	 
	 
	 	 
	or
	 	 
	 
	 	 
	o Attn: Client Services
	 	 
	2100 Norcross Parkway, Suite 150
	 	 
	Norcross, GA 30071

	 	Date:                                        
	Telephone: 770-239-9200
	 	 
	Facsimile: 770-239-9201
	 	 
	E-mail: clientservices@dsiescrow.com
	 	 






SCHEDULE 21

Page 18 of 23





 









 








EXHIBIT D

NAME OF INITIAL ACCOUNT




Account Number                                         



Amdocs Software Systems Limited (“Depositor”) has entered into a Master Preferred Escrow Agreement
with DSI Technology Escrow Services, Inc. (“DSI”). Pursuant to that Agreement, Depositor may
deposit certain Deposit Materials with DSI.



The initial account will be referenced by the following name:



Amdocs CRM                                                             .



Amdocs Software Systems Limited

(“Depositor”)




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Name:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Date:
	 	 	 	 
	 

	 	 	 	 





SCHEDULE 21

Page 19 of 23







 









 








EXHIBIT E

ADDITIONAL ESCROW ACCOUNT

TO MASTER PREFERRED ESCROW AGREEMENT




Master Number                                         




New Account Number                                         



Amdocs Software Systems Limited (“Depositor”) has entered into a Master Preferred Escrow Agreement
with DSI Technology Escrow Services, Inc. (“DSI”). Pursuant to that Agreement, Depositor may
deposit certain Deposit Materials with DSI.



Depositor desires that new Deposit Materials be held in a separate account and be maintained
separately from the initial account. By execution of this Exhibit E, DSI will establish a separate
account for the new Deposit Materials. The new account will be referenced by the following name:
                                        .



Depositor hereby agrees that all terms and conditions of the existing Master Preferred Escrow
Agreement previously entered into by Depositor and DSI will govern this account. The termination
or expiration of any other account of Depositor will not affect this account.




	 	 	 	 	 	 	 	 	 	 	 
	Amdocs Software Systems Limited
(“Depositor”)	 	 	 	DSI Technology Escrow Services, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Name:

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Title:

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Date:

	 	 	 	 	 	Date:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 





SCHEDULE 21

Page 20 of 23








 









 








EXHIBIT F

PREFERRED BENEFICIARY ACCEPTANCE FORM




Account Number                                         



Depositor, Preferred Beneficiary and DSI Technology Escrow Services, Inc. (“DSI”), hereby
acknowledge that MetroPCS Wireless, Inc., is the Preferred Beneficiary referred to in the Master
Preferred Escrow Agreement effective *** , 2002 with DSI as the escrow agent and Amdocs Software
Systems Limited as the Depositor. Preferred Beneficiary hereby agrees to be bound by all
provisions of such Agreement.



Depositor hereby enrolls Preferred Beneficiary to the following account(s):




	 	 	 	 	 	 	 	 	 	 	 
	Account Name	 	 	 	Account Number
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Notices and communications to Preferred	 	 	 	 	 	 	 	 
	Beneficiary should be addressed to:	 	 	 	Invoices should be addressed to:
	 
	 	 	 	 	 	 	 	 	 	 
	Company Name:	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Address:	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Designated Contact:	 	 	 	Contact:	 	 
	 
	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Telephone:	 	 	 	P.O.#, if required:	 	 
	 
	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Facsimile:	 	 	 	 	 	 	 	 
	 
	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	E-mail:	 	 	 	 	 	 	 	 
	 
	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Amdocs Software Systems Limited
	 	 	 	 	 	 	 	 	 
	Preferred Beneficiary	 	 	 	(“Depositor”)
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Name:

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Title:

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Date:

	 	 	 	 	 	Date:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 





SCHEDULE 21

Page 21 of 23







 









 







DSI Technology Escrow Services, Inc.




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Name:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Date:
	 	 	 	 
	 

	 	 	 	 





SCHEDULE 21

Page 22 of 23





 











 





EXHIBIT G




Pricing for standard Master Program:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Service	 	Set-Up Fee	 	 	Annual	 	 	Qty	 	 	Total	 
	***
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






Additional Fees:





***




	 	 	 	 	 
	SERVICE OPTIONS	 	FEES
	***
	 	 	*	**







SCHEDULE 21
 Page 23 of 23 









 





ATTACHMENT 2 TO SCHEDULE 21

FIRST AMENDMENT TO THE MASTER PREFERRED AGREEMENT




[Attached Hereto]




 









 








FIRST AMENDMENT TO THE

MASTER PREFERRED ESCROW AGREEMENT




     This First Amendment to the Master Preferred Escrow Agreement (this “First Amendment”), is
made and entered into as of the 15th day of September, 2008 (the “Effective Date”), by and among
DSI Technology Escrow Services, Inc. (“DSI”), Amdocs Software Systems Limited (“Amdocs”) and
MetroPCS Wireless, Inc. (“MetroPCS”) (MetroPCS, Amdocs and DSI are sometimes collectively referred
to herein as the “First Amendment Parties”).



R E C I T A L S




     WHEREAS, Amdocs and DSI are parties to that certain Master Preferred Escrow Agreement dated
January 18, 2003 (the “Escrow Agreement”).



     WHEREAS, Amdocs, Amdocs, Inc., and MetroPCS are parties to that certain Managed Services
Agreement effective as of April 8, 2008 (as the same may be amended from time to time, the
"MetroPCS/Amdocs MSA”).



     WHEREAS, in connection with the execution of the MetroPCS/Amdocs MSA, Amdocs and DSI have
agreed to amend the Escrow Agreement in the manner hereinafter set forth in connection with: (a)
the primary escrow account referenced in the attached Appendix B (the “Primary Account”; and (b)
the additional escrow account referenced in the attached Appendix B (the “Additional Account”).



     NOW THEREFORE, in consideration of the foregoing, and the mutual covenants and agreements
hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the First Amendment Parties agree to the foregoing and as
follows:


1. Scope of First Amendment. This First Amendment is made solely in connection with the Primary
Account and the Additional Account and for no other purpose. Nothing in this First Amendment shall
be construed to amend or modify the Escrow Agreement in connection with any deposit account
established under the Escrow Agreement other than the Primary Account and the Additional Account.



2. Incorporation of Recitals; Definitions. The foregoing recitals are hereby incorporated into the
First Amendment and made a part hereof. Except to the extent provided otherwise herein,
capitalized terms used herein but not defined herein shall have the meanings ascribed to them in
the Escrow Agreement or in the MetroPCS/Amdocs MSA, as applicable. For the avoidance of doubt,
solely as it relates to the First Amendment Parties, all references to “License Agreement” in the
Escrow Agreement shall be deemed to mean the MetroPCS/Amdocs MSA.



3. Deposit Materials. The Deposit Materials shall consist of the items described in the attached
Appendix A and shall be deposited in either the Primary Account or the Additional Account, as noted
on Appendix A.




-1-









 







4. Preferred Beneficiary. Upon execution of a separate Acceptance Form in the form attached hereto
as Appendix B, MetroPCS shall be deemed to be a Preferred Beneficiary under the terms of the Escrow
Agreement, and the MetroPCS/Amdocs MSA shall constitute a License Agreement for purposes of the
Escrow Agreement.



5. Amendments.




     5.1 Section 1.1, Deposit Updates. The following sentence is added at the end of Section 1.1,
Obligation to Make Deposit, of the Escrow Agreement:




Notwithstanding anything herein to the contrary, Depositor must deposit with DSI a complete
version of all Deposit Materials to be included in the Additional Account (as such term is
defined in that certain First Amendment to the Master Preferred Escrow Agreement by and
among DSI Technology Escrow Services, Inc., Amdocs Software Systems Limited and MetroPCS
Wireless, Inc.) on or before fourteen (14) days prior to Deployment Use (as such term is
defined in the License Agreement).



     5.2 Section 1.8, Deposit Updates. The first sentence of Section 1.8, Deposit Updates, of the
Escrow Agreement is deleted in its entirety and replaced with the following:




In respect of the products licensed to Preferred Beneficiary under the License Agreement,
Depositor shall update the Deposit Materials within sixty (60) days following: (a) in the
case of Deposit Materials included in the Primary Account (as such term is defined in that
certain First Amendment to the Master Preferred Escrow Agreement by and among DSI
Technology Escrow Services, Inc., Amdocs Software Systems Limited and MetroPCS Wireless,
Inc.), each release of a new version of such products; and (b) in the case of Deposit
Materials included in the Additional Account, each Release (as such term is defined in the
License Agreement), modification or change to such products, but in each of the cases
described in the foregoing subsections (a) and (b), Depositor shall update the Deposit
Materials at least twice annually at six (6)-month intervals.



     5.3 Section 4.1, Release Conditions. Section 4.1, Release Conditions, of the Escrow Agreement
is deleted in its entirety and replaced with the following:




    4.1 Release Conditions. As used in this Agreement, “Release Condition” shall
mean the following in respect of both the Primary Account and the Additional Account:




	 	a.	 	*** .
	 
	 	b.	 	(i) Depositor: (A) becomes insolvent; (B) ceases doing
business as a going concern; (C) makes an assignment for the benefit of its
creditors; or (D) admits in writing its inability to pay its debts; or (ii)
proceedings are instituted by or against Depositor in bankruptcy, under
applicable insolvency laws; or (iii) Depositor becomes subject to receivership
or dissolution proceedings, provided such proceedings are not dismissed within
thirty (30) days of their commencement.




-2-









 












	 	c.	 	An event described in the foregoing subsections (b)(ii) or
(b)(iii) occurs and: (i) the License Agreement is not accepted by Depositor
or its trustee within thirty (30) days after such proceedings are instituted;
or (ii) Depositor or a trustee elects, or files pleadings to, reject the
License Agreement at any time after such proceedings are instituted.






In respect of the Additional Account, as used in this Agreement, “Release Condition” shall
additionally mean the following:




	 	a.	 	*** .
	 
	 	b.	 	*** .





     5.4 Section 4.2, Filing for Release; Section 4.3, Contrary Instructions; Section 4.4, Release
of Deposit; and Section 4.5, Right to Use Following Release. Section 4.2, Filing for Release;
Section 4.3, Contrary Instructions; Section 4.4, Release of Deposit; and Section 4.5, Right to Use
Following Release, of the Escrow Agreement are deleted in their entirety and replaced with the
following:



     4.2 Release of Deposit Materials. *** .



     5.5 Section 5.3, Disposition of Deposit Materials Upon Termination. The last sentence of
Section 5.3, Disposition of Deposit Materials Upon Termination, is deleted in its entirety and
replaced with the following:




DSI shall have no obligation to destroy or return the Deposit Materials if the Deposit
Materials are subject to another escrow agreement with DSI or have been released to the
Preferred Beneficiary in accordance with the terms of this Agreement.



     5.6 Section 7.4, Dispute Resolution. Section 7.4 of the Escrow Agreement is deleted in its
entirety.


6. Effect of Amendments. The amendments set forth herein are for the benefit of MetroPCS only and
shall not apply to any other customers of Amdocs that constitute
Preferred Beneficiaries under the Escrow Agreement. All terms of this First Amendment shall
supersede any conflicting terms set forth in the Escrow Agreement. Subject to the terms of the
foregoing sentence, any terms of the Escrow Agreement not expressly amended or replaced herein
shall remain in full force and effect.




~ Signature Page Follows ~






-3-











 




IN WITNESS WHEREOF, the First Amendment Parties have caused this First Amendment to the Master
Preferred Escrow Agreement to be executed by their duly authorized representatives as of the
Effective Date.




	 	 	 	 	 	 	 	 	 	 	 
	MetroPCS Wireless, Inc.	 	 	 	Amdocs Software Systems Limited
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 

(Signature)
	 	 	 	 
	 	 

(Signature)
	 	 
	Name:

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 

(Typed or Printed)
	 	 	 	 
	 	 

(Typed or Printed)
	 	 
	Title:

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 

(Typed or Printed)
	 	 	 	 
	 	 

(Typed or Printed)
	 	 
	Date:

	 	 	 	 	 	Date:	 	 	 	 
	 

	 	 

	 	 	 	 
	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	DSI Technology Escrow Services, Inc.	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 	 	 
	 

	 	 

(Signature)
	 	 	 	 	 	 	 	 
	Name:
	 	 	 	 	 	 	 	 	 	 
	 

	 	 

(Typed or Printed)
	 	 	 	 	 	 	 	 
	Title:
	 	 	 	 	 	 	 	 	 	 
	 

	 	 

(Typed or Printed)
	 	 	 	 	 	 	 	 
	Date:
	 	 	 	 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 	 	 	 	 




















 





APPENDIX A

DEPOSIT MATERIALS



The Deposit Materials to be deposited in the Primary Account consist of the following items (all of
which shall be provided in human-readable, electronic and machine-readable form, unless stated
otherwise below):




     ***



-5-









 





APPENDIX B




PREFERRED BENEFICIARY ACCEPTANCE FORM




Account Number ______________________



Depositor, Preferred Beneficiary and DSI Technology Escrow Services, Inc. (“DSI”), hereby
acknowledge that MetroPCS Wireless, Inc., is a Preferred Beneficiary referred to in the Master
Preferred Escrow Agreement effective January 18, 2003 with DSI as the escrow agent and Amdocs
Software Systems Limited as the Depositor, as amended pursuant to that certain First Amendment to
the Master Preferred Escrow Agreement between DSI, MetroPCS Wireless, Inc. and Amdocs Software
Systems Limited dated September 15, 2008. The Parties hereby agree to be bound by all provisions
of such Agreement, as amended.



Depositor hereby enrolls Preferred Beneficiary to the following accounts:




	 	 	 	 	 	 	 
	Account Names
	 	Account Numbers
	 
	 	 	 	 	 	 
	Primary Account:                    
                    
                    
     	 	Primary Account: ***
	Additional Account:                    
                    
                    	 	Additional Account:                    
                    
                    
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Notices and communications to	 	Invoices should be addressed to:
	Preferred Beneficiary should be addressed to:	 	 	 	 
	 
	 	 	 	 	 	 
	MetroPCS Wireless, Inc.	 	MetroPCS Wireless, Inc.
	2250 Lakeside Blvd.	 	2250 Lakeside Blvd.
	Richardson, TX 75082-4304	 	Richardson, TX 75082-4304
	Designated Contact: ***	 	Contact: ***
	Telephone: ***	 	 	 	 
	Facsimile: ***	 	 	 	 
	E-mail: ***	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	MetroPCS Wireless, Inc.	 	Amdocs Software Systems Limited
	Preferred Beneficiary	 	Depositor
	 
	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Name:

	 	 	 	Name:	 	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Title:

	 	 	 	Title:	 	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Date:

	 	 	 	Date:	 	 
	 

	 	 
	 	 	 	 





-6-









 






	 	 	 	 	 
	DSI Technology Escrow Services, Inc.	 	 
	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Name:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Title:

	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Date:
	 	 	 	 
	 

	 	 	 	 





-7-









 






APPENDIX C




ADDITIONAL CONFIDENTIALITY OBLIGATIONS



***




-8-









 








SCHEDULE 22

CONTROL OBJECTIVES




***




 









 








SCHEDULE 23

AMDOCS COMPETITORS




***




 









 








SCHEDULE 24

METROPCS COMPETITORS




***




 









 








SCHEDULE 25

BACKGROUND CHECKS



United States:

***



Cyprus:

***



Israel:

***



India:

***




***




 









 








SCHEDULE 26

METROPCS EQUIPMENT, METROPCS OWNED SOFTWARE

AND METROPCS THIRD PARTY SOFTWARE



MetroPCS Equipment



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MetroPCS Owned Software



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MetroPCS Third Party Software



None as of the Signing Date.