EX-10.2



 Exhibit 10.2 
 License Agreement 
 between 

Deutsche Telekom AG 

Friedrich-Ebert-Allee 140, 53113 Bonn, Germany 
 – hereinafter referred to as “DT” – 
 and 

T-Mobile US, Inc. 

12920 SE 38th Street, Bellevue, WA 98006, USA 
 – hereinafter referred to as “the Licensee” – 
 –
DT and the Licensee hereinafter collectively referred to 
 as “Parties” or individually as
“Party” – 
 Preamble 

 

	(1)	DT is a provider – also via subsidiary companies – in the whole area of telecommunication, information technology, multimedia, consulting and entertainment as
well as the services connected with these areas and related areas in Germany and worldwide. 

 DT is owner of
various designations. These include trademarks, domain names and company names. 
 DT has developed a group branding strategy
with a joint corporate identity, a joint corporate design, a standardized market appearance and a standardized trademark image. Several of the designations licensed under this Agreement represent the corporate identity of the DT group of companies.

  

	(2)	The Licensee is a provider of wireless telecommunication, broadband and information services, including services and products connected to wireless telecommunication,
broadband and information services and related areas in the Territory (as defined herein). 

  

	(3)	 DT has a majority interest in the Licensee and it is intended that the Licensee shall offer wireless telecommunication, broadband and information,
including services and products connected to wireless telecommunication, broadband and information and related areas by using DT’s trademarks, domain names and corporate identity










 
in the future. However, it is agreed by the Parties that DT’s trademarks and, in particular, the “T-Mobile Brand” will not be the only brand used by the Licensee and its
subsidiaries. 
 Now, therefore in consideration of the above promises and the terms and conditions contained herein the Parties, intending to
be legally bound hereby, agree as follows: 
  

	§1	Definitions 

 For the
purposes of this Agreement, whenever used with capitalized initial letter, the following terms shall have the meaning assigned to them below or in any provision of this Agreement, wherein words defined in the singular form shall also apply to the
plural correspondingly and vice-versa. In any event the term “including” shall mean “including, but not limited to”: 
  

	1.1	“Agreement” shall mean this license agreement including all Annexes thereto and all future amendments and supplements on which the Parties may agree
from time to time. 

  

	1.2	“Affiliate” shall mean a legal entity which is under the applicable laws, directly or indirectly, controlling, controlled by or under joint control
relative to another company, whereby “control” shall mean any of (A) direct or indirect ownership of more than 50% of the ownership interest in any other entity, (B) the right to exercise more than 50% of the voting rights in any
other entity, or (C) the contractual right to designate more than half of the members of such entity’s board of directors or similar executive bodies. 


 

	1.3	“BAC” shall have the meaning defined in § 5.11. 


 

	1.4	“Benchmark Analysis” shall have the meaning defined in § 7.4. 


 

	1.5	“Change of Control” shall have the meaning defined in § 14.3. 


 

	1.6	“Confidential Information” shall have the meaning defined in § 10.1. 


 

	1.7	“Date of the Agreement” shall have the meaning defined in § 14.1. 


 

	1.8	“Designations” shall mean jointly the Trademarks and the Domains. 


 

	1.9	“Domains” shall mean the Internet domain name registrations listed in Annex 2. 


 

	1.10	“DT Sell-Down” shall have the meaning defined in § 14.3. 


 

	1.11	“Licensed Products” shall mean all products (including their packaging) that are sold, leased, provided, used for or distributed (including through
retailers, dealers, agents, data carriers and online) in connection with the Licensed Services, including (A) cellphones, smartphones, tablet PCs, personal digital assistants, portable media players and any other type of wireless devices and
wireless telecommunication. broadband and information devices, (B) SIM cards for the aforementioned devices, (C) accessories for the aforementioned devices and (D) ancillary products for the aforementioned devices.



  
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	1.12	“Licensed Services” shall mean the marketing, selling and providing of wireless telecommunication, broadband and information services (including voice
and data services) and all services ancillary thereto. 

  

	1.13	“License Fee” shall have the meaning defined in § 7.1. 


 

	1.14	“Negotiation Period” shall have the meaning defined in § 14.3. 


 

	1.15	“New License Fee” shall have the meaning defined in § 7.4. 


 

	1.16	“Revenue Report” shall have the meaning defined in § 7.2. 


 

	1.17	“Subsidiaries” shall have the meaning defined in § 3.2. 


 

	1.18	“Territory” shall mean the United States of America, Puerto Rico and the territories and protectorates of the United States to the extent the
Trademarks in these territories and protectorates are subject to U.S. trademark law. 

  

	1.19	“Trademarks” shall mean the trademark registrations listed in Annex 1. 


 

	1.20	“Utilization Regulations” shall have the meaning defined in § 5.3. 


 

	1.21	“VAT” shall have the meaning defined in § 9.1. 

  

	§2	License Grant 

  

	2.1	DT grants to the Licensee the limited, non-revocable (except as provided herein), and royalty-bearing license to use the Trademarks for the Licensed Services and the
Licensed Products in the Territory, including: 

  

	 	(A)	the offering and provision of the Licensed Services under the Trademarks and the advertising for, and marketing of, the Licensed Services under the Trademarks;


  

	 	(B)	the application of the Trademarks to the Licensed Products (putting on the market either through retailers, dealers, agents, data carriers or online as download) and
the advertising for, marketing of, and using the Licensed Products under the Trademarks; 

  

	 	(C)	the use of the Trademarks as the name of Licensee’s stores and in the Licensee’s business papers; and 


 

	 	(D)	the use of the Trademarks as part of Internet domains names for websites on which the Licensed Products and Licensed Services are promoted within the Territory;


 in each case, subject to the conditions provided hereinafter. 

 

	2.2	DT grants to the Licensee the limited, non-exclusive, non-revocable (except as provided herein), and royalty-bearing license to use the Domains as Internet addresses
for websites on which the Licensed Products and Licensed Services are promoted within the Territory and in the Licensee’s business papers. The Licensee may indicate the Domains in its promotion of the Licensed Products and Licensed Services
within the Territory as it is common in its business, to the extent that such use is lawful under the laws and regulations in the Territory. 


  
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	2.3	The licenses granted in § 2.1 shall be (A) exclusive (even as to DT) with respect to the Trademarks listed in Annex 1.1 and Domains, provided however,
that DT and its Affiliates shall be permitted to grant licenses to use such Trademarks in the Territory in connection with (i) multinational sponsoring activities (e.g., sports teams apparel, but, for the avoidance of doubt, not on Licensed
Products) and (ii) multinational co-operation partners provided these co-operation partners do not offer Licensed Services directly or indirectly under the Trademarks listed in Annex 1.1 in the Territory and (B) non-exclusive
with respect to the Trademarks listed in Annex 1.2. 

  

	2.4	For the purposes of § 2.1 and § 2.2 any use of the Designations in connection with the Internet shall not be deemed use outside the Territory, provided:


  

	 	(A)	said use does not actively target customers in countries outside the Territory (e.g., by content or choice of language, provided, however, that, for the avoidance of
doubt, the Licensee may advertise in Spanish, or other languages, inside the Territory in order to target customers who speak Spanish, or such other language, inside the Territory for offerings of Licensed Products and Licensed Services delivered in
the Territory); and 

  

	 	(B)	the Licensee implements technically reasonable precautions in order to ensure that customers located outside the Territory are not able to access the Licensed Products
and Licensed Services (e.g., by checking the address of customers, if available, or prohibiting customers located outside the Territory from accessing the Licensed Services, provided, however, that, for the avoidance of doubt, customers located
inside the Territory who are temporarily outside the Territory may use the Licensed Products and access the Licensed Services through roaming agreements with the Licensee or third party carriers). 


 

	2.5	In addition, DT permits the Licensee free of charge to use the trademark “T-Mobile” as a company name. DT shall not assert prohibition claims against this
insofar as the trademark “T-Mobile” is used in accordance with the provisions of this Agreement. 

  

	2.6	Any use of the Designations by the Licensee or its sub-licensees shall inure to the benefit of DT and qualifies as use by DT for the purposes of acquiring and
maintaining rights in these Designations. The Licensee is obliged to transfer to DT all rights acquired by using the Designations with effect as of the day such right came into existence. The Licensee hereby in advance transfers to DT all rights
resulting from the use of the Designations, as far as legally possible. Any trademark rights resulting from such use shall become Designations as of the date they come into existence. Each Party shall notify the other about any rights arising out of
the use of any Designations under this Agreement to the best of its knowledge. 

  

	2.7	The Parties may at any time agree on an amendment of the portfolio of licensed Designations. Such agreement has to be made in writing in order to be valid.


  

	§3	Sublicenses 

  

	3.1	Except for the rights granted in the following § 3.2 and § 3.3 the Licensee is only entitled to assign the licenses granted herein, including individual
Designations, to third parties or to grant sub-licenses and/or licenses after DT has given its prior written consent to such assignment or sub-license. 


  
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	3.2	The Licensee shall be entitled to enter into sub-license agreements with companies in which the Licensee holds more than 50% of the shares and the voting rights
(“Subsidiaries”). Any sub-licensing by the Licensee to a Subsidiary shall only be effective if (A) the Licensee imposes on the respective Subsidiary its obligations vis-à-vis DT under this Agreement, and (B) the
sub-license agreement provides that the sub-license terminates automatically if this Agreement is terminated, and (C) the respective agreement with the Subsidiary directly authorises DT as third-party beneficiary to enforce all claims of the
Licensee against the Subsidiary (provided however that DT first attempts to enforce such claim against the Licensee as described below), and (D) the Licensee shall cause compliance by the sub-licensee with the contractual obligations by
contractual provisions and contract management, and (E) the Licensee provides a copy of any such sub-licensing agreements to DT immediately after execution for information. Before DT asserts the rights granted to it vis-à-vis the
sub-licensee against the sub-licensee, DT will notify the Licensee and attempt to assert such rights against the Licensee, taking into consideration the Licensee’s interests and any further proceedings, for a period of 30 days. If DT and the
Licensee are unable to resolve DT’s claim after such period of time, then DT may assert such rights against the sub-licensee. DT shall provide copies to the Licensee of all correspondence between DT and a sub-licensee simultaneously with
DT’s correspondence with a sub-licensee. 

  

	3.3	The Licensee shall be entitled to enter into sub-license agreements with affiliated and non-affiliated companies which offer Licensed Services and Licensed Products on
the basis of the Principles for Sub-license Agreements with distribution partners set out in Annex 3. 

  

	§4	Quality requirements and quality control 

  

	4.1	The Licensee shall use the Designations only to mark Licensed Services and Licensed Products conforming to the usual market standards for wireless telecommunication,
broadband and information providers in the Territory and the Utilization Regulations (as described in § 5.3). The Utilization Regulations result from the guidelines and documentation as provided by the responsible departments and committees of
DT or by the committees formed of representatives of different companies of DT Group and employed by DT for this purpose. If no Utilization Regulations are provided by DT, the Licensee is obliged to use as its quality standard similar products or
services by national providers of wireless telecommunication, broadband and information services and products. If the Licensee is uncertain as to whether a specific product or service meets the above-mentioned Utilization Regulations, the Licensee
shall obtain DT’s binding opinion on the matter. For products that the Licensee obtains from DT, it is assumed that the above-mentioned Utilization Regulations are met. 


 

	4.2	 For quality control purposes, the Licensee shall inform DT at reasonable intervals upon DT’s request regarding the Licensee’s current
portfolio of Licensed Products and Licensed Services, which are bearing or offered under the Designations, and shall provide samples of Licensed Products free of charge in a quantity necessary for verification, as well as a representative sample of
the contents of the Licensed 



  
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Services. If DT does not object to the quality of the Licensed Products or Licensed Services concerned within 14 days of receipt of the representative samples of the Licensed Products or Licensed
Services, the quality requirements specified in § 4.1 shall be deemed fulfilled in respect of these samples. The obligation to send samples shall not apply to products that the Licensee obtains from DT, or that were previously checked by
DT. For the purposes of quality control, DT is entitled to enter all premises of the Licensee upon prior written notice, during normal business hours and in a manner that does not disrupt Licensee’s business operations, to check compliance with
the quality requirements specified in § 4.1. DT shall cause the DT representatives to adhere to, whenever on the Licensee’s premises, all applicable Licensee rules, regulations and policies. 


 

	§5	Use of the Designations 

  

	5.1	The Licensee shall use the Designations only as registered. For any use of the Designations, the Licensee has to make a statement, as far as is reasonable, that they
are registered trademarks or corresponding other designations of DT, if this is necessary in order to: 

  

	 	(A)	meet the legal requirements in force for the respective Designation (if the law prescribes such an indication), or 


 

	 	(B)	 maintain legal protection of the trademark in accordance with the applicable law for the respective Designation, or to make this protection more
efficient, wherein for such purposes the Licensee may use the Trademarks in connection with the symbol ® instead
of such statement where this is sufficient under the law in the applicable Territory to maintain the legal protection of the respective Designations. 


 If the Licensee is using Designations as Internet domain names, it is sufficient to make the required statement on the associated website. DT can waive the Licensee’s obligation set forth in this
§ 5.1 in writing. 
  

	5.2	The Licensee shall not use the Designations in any manner that is inaccurate, distasteful, or that disparages DT or any Affiliate of DT. In particular, the Licensee
shall not use the Designations in connection with any content which is pornographic, racist, glorifying violence or which contains political statements. 

  

	5.3	 The Licensee shall comply with the guidelines on the use of the Designations published by DT and enclosed as Annex 4 (the “Utilization
Regulations”). The version of the Utilization Regulations that is valid at the signing of the Agreement is set forth in Annex 4. Otherwise, the respective current Utilization Regulations are available electronically in the CI-Net of
DT’s intranet and DT shall provide the Licensee access to such Utilization Regulations. DT is free to change the Utilization Regulations at any time and to any extent, including issuing new guidelines on the use, graphical representation and
approval process for the Designations, upon notice to the Licensee. Changes to the Utilization Regulations shall become effective 90 days after transmission of a new version of the Utilization Regulations to the Licensee (provided DT indicates the
changes made to the previous version of the Utilization Regulations by the new version of the Utilization Regulations) or, if the Parties agree on the new version of the Utilization Regulations, with immediate effect following agreement by the
Parties. For materials that have already been produced (i.e., Licensed Products or advertising materials) the Licensee may continue to use such Licensed Products perpetually and such advertising materials




  
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for a transitional use-up period of 180 days after the new version of the Utilization Regulations become effective, provided that such materials comply with the Utilization Regulations applicable
to the Designations at the time the materials were produced. 

  

	5.4	Where applicable, the Licensee is—insofar as TV advertising campaigns (which shall include any promotional motion pictures, including motion pictures on the
Intenet) are concerned—obliged to adhere to the approval process as specified in the current version of DT’s tool “Campaign World” avaliable at https://campaignworld.t-mobile.de. In particular, the Licensee is obliged to upload
the respective milestones of each and every TV campaign (currently Briefing, Concept, Creatives) as soon as possible. DT will provide the Licensee with its specific log-in data. If DT does not object to the TV advertising campaign concerned within 3
working days after receipt of the submission confirmation, the TV advertising campaign shall be deemed approved. DT is entitled to modify the provisions of the Campaign World at any time and to any extent. DT will notify the Licensee about any
amendments on the websites of the Campaign World. Any amendments of the approval process as provided for in the Campaign World will not effect the implementation of already approved advertisement campaigns. If the Utilization Regulations are amended
after an advertising campaign was approved, the provisions of § 5.3 apply accordingly. Any other advertising campaign has to be submitted as further specified in § 5.5. 


 

	5.5	Each and every advertisement measure and each advertising campaign other than TV advertising campaigns has to be submitted on the “Approval Tool” available on
DT’s CI-Net and as described in Annex 5. Advertisement measures shall include any publications and presentations in print and online media, radio, MMS and SMS in connection with the Licensed Services and Licensed Products. The approval
of the advertisement measures and advertising campaigns, other than TV advertising campaigns, submitted by the Licensee on the Approval Tool will be given by DT within 48 hours after the receipt of the submission conformation, wherein only working
days shall be considered for this 48 hour period. If DT does not object to the advertisement measures or advertising campaign concerned within 48 hours after receipt of the submission confirmation, the advertisement measures and advertising campaign
shall be deemed approved. DT is entitled to modify the provisions of the Approval Tool at any time and to any extent. DT will notifiy the License about any amendments on the websites of the Approval Tool. Any amendments of the approval process as
provided for in the Approval Tool will not effect the implementation of already approved advertisement campaigns. If the Utilization Regulations are amended after an advertising campaign was approved, the provisions of § 5.3 apply
accordingly. 

  

	5.6	The Licensee is permitted to develop, apply for, register, acquire and use designations other than the Designations that are subject to this Agreement (“Own
Designations”), including trademarks, business designations and domain names. This also includes the acquisition of companies or affiliated companies that have their own trademarks, business designations and domain names. Own Designations must
not be identical or confusingly similar to existing or registered designations of DT, unless DT agrees to such use or registration in advance in writing. 

 The Licensee is permitted to use its Own Designations in connection with any of the Designations that are subject to this Agreement upon prior written consent of DT. As of the Date of the Agreement, DT
pre-approves the Licensee to use its Own Designations with the Designations as described in Annex 6. The Parties intend 

  
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to promote the Licensed Products and Licensed Services by using the Own Designations and Designations together. The Parties shall meet and agree on guidelines for the combined use of the
Designations with the Licensee’s Own Designations promptly after execution of this Agreement. 
  

	5.7	If the Licensee acquires or obtains rights to use trademarks or other designations of third parties, the Licensee is solely responsible for the use of such trademarks
or designations. 

  

	5.8	In the event the Licensee uses or publishes an advertisement measure, advertising campaign or TV or motion picture advertising campaign despite the fact that DT refused
to give its approval pursuant to § 5.4 or § 5.5, and the Licensee fails to cure such breach within 5 working days after notice thereof, DT’s sole and exclusive remedy shall be for the Licensee shall pay compensatory damages of
(A) with respect to § 5.4 , USD 100,000 (in words: one hundred thousand) and (B) with respect to § 5.5, USD 50,000 (in words: fifty thousand), in each case, unless the Licensee can prove lesser damages or DT can prove higher
damages. 

  

	5.9	The Licensee shall keep record and provide a documentation of its use of the Designations to a reasonable extent and within the framework of the Licensee’s
business processes; and such documentation is to be provided to DT upon DT’s request to enable DT to prove the use of the Designations by the Licensee. 


 

	5.10	The Licensee shall be fully responsible and liable for compliance with its obligations under this Agreement with respect to use of the Designations and advertising
campaigns, and the Licensee shall also be liable in this respect for all acts and omissions of its sub-licensees. 

  

	5.11	The Parties shall establish a brand advisory committee (“BAC”) comprising two representatives of each Party. The object of the BAC is to review the use
of the Designations and the implementation of the trademark Utilization Regulations by the Licensee, the handling and implementation of the approval processes set forth in § 5.4 and § 5.5, the market communication of the Licensee, the
communication between the Parties and possible options to improve such communication, the use of Licensee’s Own Designations with DT’s Trademarks, and the potential of the license to possible further trademarks of DT.


 Each Party shall appoint its representatives by written declaration, fax or by e-mail to the other Party. Each
Party may change its representatives at any time by written declaration, fax or by e-mail to the other Party. 
 The BAC shall
meet at least once per calendar half year, preferably in January and July. Meetings of the BAC shall be held by videoconference. Each Party shall be entitled to convene a meeting of the BAC with two weeks’ notice. The Party convening the
meeting shall also set up the videoconference and provide dial-in information. 
  

	§6	Exclusion and Limitation of Liability 

  

	6.1	 DT represents and warrants that it has the right and authority to grant the license granted in § 2. With respect to the Trademarks listed in
Annex 1.1 and Domains, DT represents and warrants that Licensee’s use of such Trademarks and Domains do not and will not infringe, violate or misappropriate any third party intellectual




  
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property rights under the condition that such use is in accordance with the terms of this Agreement and the Licensee permits DT to take over the Licensee’s defence of such claim as provided
in § 13.1. With respect to the Trademarks listed in Annex 1.2, DT shall not be liable if the use of such Trademarks infringe, violate or misappropriate any third party intellectual property rights. 


 

	6.2	With respect to the Trademarks listed in Annex 1.1 and Domains, DT shall indemnify, defend and hold harmless and release the Licensee from any claims raised
by third parties that are asserted due to the infringement, violation or misappropriation of any third party intellectual property rights by the Designations under the condition that Licensee’s use of such Designations is in accordance with the
terms of this Agreement and the Licensee permits DT to take over the Licensee’s defence of such claim as provided in § 13.1. 

  

	6.3	With respect to the Trademarks listed in Annex 1.2, in the event DT elects to defend the Licensee against a third party claim under § 13, DT shall
indemnify, defend and hold harmless and release the Licensee from any claims raised by third parties that are asserted due to the infringement, violation or misappropriation of any third party intellectual property rights by the Designations.


  

	6.4	The Licensee shall indemnify, defend and hold harmless and release DT from any claims raised by third parties that are asserted due to advertising claims of the
Licensee for the Licensed Services and Licensed Products offered under the Designations and/or due to anti-competitive use of the Designations. 

  

	6.5	In any event, the mutual liability of the Parties is limited to EUR 1 million per calendar year. This limitation does not apply to cases of intentional conduct or
a Party’s indemnification obligations under § 6.2, § 6.3 and § 6.4. 

  

	§7	License Fees 

  

	7.1	In consideration for the licenses granted hereunder, Licensee shall pay to DT a license fee in an amount equal to 0.25% of the Licensee’s and its
sub-licensee’s net revenues generated by the Licensed Products and Licensed Services sold or offered under the Designations (“License Fee”). 

 For purposes of this § 7, the term “net revenues” shall mean all revenues generated by Licensee and its sub-licenses in connection with the sale of Licensed Products and the provision
of Licensed Services, including all inbound national and international roaming revenue generated by subscribers of other mobile telecommunication, broadband and information providers due to such subscribers use of the Licensed Services sold or
offered under the Designations. For the avoidance of doubt, net revenues excludes any revenues generated by Licensee and its sub-licenses in connection with (A) the sale of Licensed Products or Licensed Services sold or offered solely under the
Own Designations or (B) the sale of Licensed Products or Licensed Services under the Own Designations, wherein in the same advertising medium the Designation is used as the name of the company only (e.g., a non-prominent use of the company name
“T-Mobile” in a legal disclaimer) and not otherwise used as a trademark (e.g., by using the “T-Mobile” logo or “powered by T-Mobile” or “brought to you by T-Mobile”). Examples of such usage are set forth in
Annex 7. 

  
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	7.2	Within 4 weeks after the end of each quarter calendar year, the Licensee shall provide DT with a report showing all data necessary for the computation of the License
Fee, wherein the Licensee shall provide detailed reports of its own revenues, the revenues of distributions partners and revenues of its sub-licensees with respect to the Licensed Services and Licensed Products (“Revenue Report”).
Moreover, the Revenue Report shall specify the revenues with each individual Licensed Product and Licensed Service sold or offered under the Designations. The License Fee resulting from the Revenue Reports shall be invoiced to the Licensee.


  

	7.3	The License Fee for each calendar quarter shall be due 6 weeks after the end of the respective calendar quarter and after the Licensee’s receipt of a DT issued
proper invoice complying with the applicable tax laws. 

  

	7.4	After five years the Parties shall meet and attempt to agree on an adjustment of the License Fee (“New License Fee”) to the then current commercial
royalty rates applicable to similar licenses for the combined use of trademarks, corporate brands and domain names in the field of wireless telecommunication, broadband and information products and services in the Territory. For these purposes, DT
shall provide until December 31, 2017 a benchmark analysis performed by an accounting firm or a market research institution and providing an analysis of the then current, average commercial royalty rates charged in the field of wireless
telecommunication, broadband and information products and services in the Territory (“Benchmark Analysis”). On the basis of the Benchmark Analysis submitted by DT, the Parties shall determine the then current, average commercial
royalty rates charged in the field of wireless telecommunication, broadband and information products and services in the Territory. If the Parties agreed to a New License Fee, the New License Fee determined by the Parties shall be applicable as of
January 1, 2019. 

 If the Parties fail to agree to the New License Fee by March 31, 2018, the Parties
shall jointly appoint an accounting firm that is specialized in analyzing royalty rates in the field of trademark licenses. No later than July 31, 2018, the appointed accounting firm shall make a determination of the then current average
commercial royalty rates applicable to similar licenses for the combined use of trademarks, corporate brands and domain names in the field of wireless telecommunication, broadband and information products and services in the Territory. The
accounting firm’s determination shall be based on an independent benchmark analysis performed by the accounting firm. The New License Fee determined by the accounting firm shall be applicable as of January 1, 2019. Each of the Parties
shall bear half of the costs of the accounting firm. 
 If the Parties fail to agree on an accounting firm as provided in the
preceding sub-paragraph, the dispute between the Parties about the New License Fee applicable as of January 1, 2019 shall be referred to and finally determined by arbitration in accordance with the WIPO Arbitration Rules in force on the date of
the commencement of the arbitration. The arbitral tribunal shall consist of one arbitrator, who must have experience in the field of trademark and licensing law, and who must be fluent in the language of the proceedings. The place of arbitration
shall be New York, New York, United States. The language to be used in the arbitral proceedings shall be English. 
  

	7.5	Every further five years the Parties shall again review the License Fee and adjust the License Fee according to the procedure set forth in § 7.4, i.e. the
Parties shall again determine a New License Fee that is applicable for the periods as of 1 January 2024, 2029 etc. For this procedure, the periods set forth in § 7.4 shall apply mutatis mutandis, wherein the years stated in
§ 7.4 shall be adjusted accordingly. 


  
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	§8	Right to Audit 

 DT shall
have the right to have the Licensee’s books examined in reasonable intervals upon prior written notice (and no more than once every 12 months), and a last time one year after the termination of this Agreement, for conformance with the Revenue
Reports by an independent financial auditor who is obligated to maintain secrecy even with respect to DT. The auditor shall be permitted to inform DT if there are discrepancies between the Revenue Reports and the findings of the auditor, in which
case the auditor is permitted to disclose to DT all information required for complete and correct Revenue Reports for the period under review. The cost of such book inspection shall be borne by DT, unless the examination shows that the
Licensee’s Revenue Reports under review contained discrepancies to the disadvantage of DT of more than 10 percent of the License Fee owed for the period under review, in which case the costs of the audit shall be borne by the Licensee.

  

	§9	Taxes 

  

	9.1	The agreed prices and the License Fee are net prices exclusive of sales tax/VAT (“VAT”). Any amounts of VAT that accrue are to be borne by the
Licensee. 

  

	9.2	Since the Licensee has its principal place of business outside of Germany, the following provisions shall apply: 


 

	 	(A)	All taxes, fees, and other charges incurred by the Licensee in connection with concluding and performing this Agreement are at the expense of the Licensee.


  

	 	(B)	The prices agreed are net prices. Incurred VAT or use and sales taxes shall be borne by the Licensee. 


 

	 	(C)	The Licensee shall not be entitled to withhold taxes for DT’s account from the contractually agreed payments to DT, in particular withholding taxes that may apply
under the laws of the country where the Licensee’s registered office is located. Any taxes withheld at source shall be paid by the Licensee. Taxes for DT’s account may be withheld only if and to the extent that DT may offset the
Licensee’s accrued and withheld income and corporate tax liabilities according to the law of the country of residence of DT against its income or corporate tax liabilities or cause it to be deducted when DT’s taxable income is determined.
Upon request of the Licensee, DT shall notify the Licensee at the beginning of each calendar year if such an offset or such a deduction is possible. A tax deduction shall also not be to the Licensee’s detriment, if the tax deduction is due only
because of DT’s culpable (intentional or negligent) failure to file or delay in filing any application for exemption from or reduction of the withholding tax provided for by the law of the respective country of residence of the Licensee.


  

	9.3	The Licensee shall support DT in fulfilling tax obligations and formalities. 


  
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	9.4	In the case of sub-licensing to a Subsidiary or any other third party located outside of Germany, the Licensee shall include the provisions contained in § 9.2
and § 9.3 in the sub license agreement in such way that the sub-licensee has the same obligations that apply to the Licensee under § 9.2 and § 9.3. 


 

	§10	Confidentiality 

  

	10.1	The Parties agree that (A) all information disclosed by the disclosing party to the receiving party, whether in oral form, visual form or in writing, including all
specifications, formulas, prototypes, computer programs and any and all records, data, ideas, methods, techniques, processes and projections, plans, marketing and advertising campaign information, materials, financial statements, memoranda,
analyses, notes, legal documents and other data and information (in whatever form), as well as improvements, patents (whether pending or duly registered) and any know-how related thereto, (B) information learned by the receiving party from the
disclosing party through the inspection of the disclosing party’s property, that relates to disclosing party’s products, designs, business plans, business opportunities, finances, research, development, know-how, personnel, or third-party
confidential information, (C) information regarding the other Party’s business operations and (D) the terms and conditions of this Agreement, in each case, will be considered and referred to collectively in this Agreement as
“Confidential Information”. 

 Notwithstanding the foregoing, a Party’s obligation to keep
Confidential Information confidential under § 10.2, shall not apply to information that: 
  

	 	(i)	was known to the recipient before disclosure by the other party, 

  

	 	(ii)	is or becomes publicly known without breach of the confidentiality obligations set forth in this Agreement, or 


 

	 	(iii)	is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that the recipient shall make
reasonable efforts to provide prompt notice of such court order or requirement to the disclosing Party to enable the disclosing Party to seek a protective order or otherwise prevent or restrict such disclosure. 


 

	10.2	Each Party shall keep confidential the Confidential Information of the other Party during the term of this Agreement (including the conditions of this Agreement) in a
manner at least consistent with the procedures that it uses to protect its own confidential information but in no event less than a reasonable degree of care. Each Party may make the Confidential Information of the other Party available only to
employees for whom that knowledge is absolutely necessary for fulfilment of their duties in the context of implementing this Agreement, and undertakes to impose on those employees a written secrecy obligation extending even beyond the duration of
their work for the respective Party. 

  

	10.3	The Licensee may reveal Confidential Information in order to maintain or to accomplish the rights granted herein, including any national trademark register
requirements. 

  

	10.4	The Licensee is entitled to publish Confidential Information that is required for compliance with or efficient implementation of the rights granted, including any
national trademark register requirements. The Licensee must notify DT of these requirements promptly and must collaborate with DT in order to limit the Confidential Information to be published as far as possible. 


  
 - 12 -










	10.5	All Confidential Information, and any derivatives thereof is and shall remain the property of the Party disclosing such Confidential Information and no license or other
rights to Confidential Information is granted or implied hereby to have been granted to the receiving Party, now or in the future. 

  

	10.6	The disclosing Party may decide to discontinue the disclosure of Confidential Information under this Agreement, at will, with or without cause, by giving written notice
to the receiving Party, with immediate effect. Upon such termination or upon request of the disclosing Party, or upon the receiving Party’s determination that it no longer has a need for such Confidential Information, or upon the termination of
this Agreement, the receiving Party shall (A) return to the disclosing Party any information disclosed in any tangible form, and all copies thereof (on whatever physical, electronic or other media such information may be stored) containing any
of the Confidential Information (and if such Confidential Information is stored in electronic form, it is to be immediately deleted); and (B) provide a certification, in writing, executed by an appropriate officer of the receiving Party, that
it has retained no copies of the Confidential Information on any media and that it has retained no notes or other embodiments of the information contained in the Confidential Information. The obligations set forth herein regarding confidentiality
and use of Confidential Information shall survive any expiration or termination of this Agreement. 

  

	§11	Maintaining and Defending the Designations 

  

	11.1	DT shall maintain the registration of the Designations at its own expense throughout the term of this Agreement and defend the Designations against any attacks by third
parties, subject to the following § 11.2. DT has, however, no obligation to use the Designations. 

  

	11.2	DT is entitled not to maintain (entirely or partially) the protection of individual Designations or to cancel a Designation’s registration, in particular if the
maintenance of such registration of a Designation is legally impossible or contrary to significant economic interests of DT. If DT decides not to maintain (entirely or partially) the protection of individual Designations or to cancel a
Designation’s registration, DT shall provide the Licensee with notice of such decision prior to any such registration lapsing and afford the Licensee the opportunity to maintain such registration in the Licensee’s name at Licensee’s
expense, assigning to Licensee for no additional consideration any such Designations prior to their registration lapsing, if requested by Licensee; provided, however DT shall not be obligated to assign a Designation to Licensee if the Designation
that DT intends not to maintain or to cancel contains elements of another designation owned by DT. 

  

	§12	Infringement of the Designations by Third Parties 

  

	12.1	If either Party discovers or otherwise learns that a third party is using a company name, designation, brand or trademark in the Territory in a manner likely to cause
confusion with a Designation or that may infringe DT’s or the Licensee’s rights in such Designation (in each case, as reasonable determined by DT or the Licensee, as applicable), and/or registers it as a trademark, it shall promptly notify
the other Party in writing. 


  
 - 13 -










	12.2	DT alone shall be entitled to take action against the use and/or registration of a trademark, company name, brand or designation that could be confused with a
Designation. DT shall also have full discretion whether to settle all claims that it may have against third parties for alleged infringement of the rights in the Designations (provided, however that DT shall not consent to the entry of any judgement
or enter into any settlement of any such claim in the event such judgement or settlement imposes any liability, restriction or obligation on the Licensee without the Licensee’s prior written consent). 


 

	12.3	The Licensee shall authorize DT to assert any and all claims of the Licensee against third parties, including claims for an injunction and damages, on grounds that the
respective third party violates the rights of the Licensee to use the Designations. DT shall regularly consult with the Licensee with respect to such action. If DT asserts claims of the Licensee in its own name in court, it will inform the Licensee
of this in regular intervals and the proceeds from the enforcement of the Licensee’s claims less DT’s costs incurred with respect to such enforcement, shall be for the Licensee’s account. The Licensee shall have the right to be
represented in connection with such action by its own legal counsel, at its own expense; provided, however, that such legal counsel shall act only in an advisory capacity. 


 

	§13	Third-party attacks on use of the Designations 

  

	13.1	If action is taken against the Licensee by a third party to cease and desist and/or for compensatory damages due to the marking of Licensed Services and/or Licensed
Products using Designations, or any other use of Designations in conformance with this Agreement, the Licensee shall promptly notify DT by e-mail or in writing. With respect to the Trademarks listed in Annex 1.1 and Domains, DT shall
defend the Licensee in accordance with § 6.2. With respect to the Trademarks listed in Annex 1.2, DT may at DT’s option defend the Licensee in accordance with § 6.3. In those instances where DT defends the
Licensee, (A) the Licensee hereby grants DT a power of attorney to defend the Licensee against any such claims in court and out of court (provided, however that DT shall not consent to the entry of any judgement or enter into any settlement of
any such claim in the event such judgement or settlement imposes any liability, restriction or obligation on the Licensee without the Licensee’s prior written consent), and the Licensee agrees to execute all documents to permit and enable DT to
conduct such defence, (B) the Licensee is obliged to support DT to the best of its abilities in the described defence of the claims asserted against the Licensee and (C) the Licensee shall have the right to be represented in connection
with such claim by its own legal counsel, at the Licensee’s expense; provided, however, that such legal counsel shall act only in an advisory capacity. 


 

	13.2	 The Licensee remains obligated to pay the agreed License Fee in the event of an attack by a third party against the use of the Designations. If DT does
not defend Licensee against such action then the Licensee may defend itself against such action (A) at DT’s cost and expense with respect to the Trademark listed in Annex 1.1 and Domains and (B) at the Licensee’s cost
and expense with respect to the Trademarks listed in Annex 1.2. If the Licensee defends itself against such action then: (i) DT agrees to execute all documents to permit and enable the Licensee to conduct such defence, (ii) DT
is obliged to support the Licensee to the 



  
 - 14 -









 
best of its abilities in the described defence of the claims asserted against the Licensee and (iii) DT shall have the right to be represented in connection with such claim by its own legal
counsel, at the DT’s expense; provided, however, that such legal counsel shall act only in an advisory capacity. 
  

	13.3	DT shall inform the Licensee of attacks by third parties regarding the Designations in the Territory and will regularly provide information on the further progress of
corresponding proceedings. 

  

	§14	Duration and termination of the Agreement 

  

	14.1	This Agreement shall enter into force on April 30, 2013 (as of 11.59 pm) (“Date of the Agreement”). This Agreement is in effect until December, 31
2018. The term of this Agreement shall be extended until December 31, 2023, unless the Licensee gives notice of termination until December 31, 2017. After December 31, 2023 this Agreement shall be extended by periods of five years
each, unless it is terminated by the Licensee with a notice period of at least 12 months prior to its respective expiry date. Notwithstanding the foregoing, the Licensee may terminate this Agreement for convenience at any time upon written notice
and such termination shall be effective on the first anniversary after the Licensee’s notice of its exercise of such right. 

  

	14.2	Each Party shall be entitled to terminate this Agreement for cause if the other Party commits a material breach of any provision of this Agreement, including the
Utilization Regulations in Annex 4, and fails to cure such breach within 30 days after notice thereof is given to the breaching Party by the non-breaching Party. DT shall have the right to terminate this Agreement for cause if the Licensee
has ceased to genuinely use the Trademarks listed in Annex 1.1 for a period of six consecutive months and in DT’s reasonable discretion the Licensee’s usage is insufficient to maintain the Trademark registration, provided that
DT provides prior notice of such insufficient Trademark usage and Licensee fails to cure such insufficient usage within a period of 6 months after such notice. 

 In the event a Party terminates this Agreement for cause, this shall not affect the terminating Party’s entitlement to compensation or damages, including claims for breach of contract. 

 

	14.3	 In the event of (A) any transaction or event, immediately prior to which DT and its subsidiaries has more than 50% of the voting power of the
outstanding shares of capital stock of the Licensee, and immediately after which DT and its subsidiaries has 50% or less of the voting power of the outstanding shares of capital stock of the Licensee (a “DT Sell-Down”), or
(B) any transaction or event as a result of which or following which any third party or group owns or controls, directly or indirectly, beneficially or of record, 50% or more of the voting power of the outstanding shares of voting stock or of
capital stock of the Licensee, or otherwise has the power to direct or cause the direction of the management and policies of the Licensee, whether through the ownership of voting securities, by contract, or otherwise (a “Change of
Control”), whichever Party has notice of the transaction shall notify the other Party accordingly. As of the date on which such notice is given, the Parties shall in good faith negotiate for a period of up to 6 months (“Negotiation
Period”) on the terms of a new license agreement taking into account the new shareholder structure of the Licensee and DT’s need to sufficiently control an appropriate use of




  
 - 15 -









 
the Designations. If the Parties fail to reach an agreement on the terms and conditions of a new license agreement within the Negotiation Period, either Party shall have the right to terminate
this Agreement, such right to be exercised within three months after the end of the Negotiation Period. Such termination by a Party shall become effective (i) in the case of a DT Sell-Down in the absence of a Change of Control, on the third
anniversary of a Party’s notice of its exercise of such right and (ii) in the case of a Change of Control (whether or not a DT Sell-Down shall also have occurred), on the second anniversary of DT’s notice of its exercise of such
right. 
  

	14.4	DT is permitted to assign its rights and obligations under this Agreement in full to an Affiliate upon notice to the Licensee. 


 

	14.5	After termination or expiration of this Agreement, the Licensee shall no longer be entitled to use the Designations, provided however that (A) with respect to
Licensed Products manufactured prior to such termination or expiration, the Licensee shall be entitled to deliver such manufactured Licensed Products and render the Licensed Services with respect to such Licensed Products for a period of one year
after termination or expiration and (B) with respect to advertising incorporating the Designations, the Licensee shall be entitled to continue using such advertising materials bearing the Designations for up to six months after the termination
or expiration of this Agreement. 

  

	14.6	Upon termination or expiration of this Agreement, all documents and records provided to the Licensee by DT, including any and all copies and reproductions of the
Designations, must be returned to DT. 

  

	14.7	Upon termination or expiration of this Agreement, the Licensee shall assign to DT free of charge all trademarks, Internet domains and any rights in such designations
owned by the Licensee, in each case, if they contain any of the Designations, parts of the Designations or are confusingly similar to a Designation. DT may request such assignment within one month after the Licensee has informed DT about such rights
and registrations. In the event of an assignment of rights, DT shall bear the reasonable, external costs of such assignment. The Licensee undertakes to procure that its Affiliates and sub-licensees also assign any such rights to DT, as necessary.


  

	§15	Jurisdiction and Venue, Choice of Law 

  

	15.1	This Agreement shall be governed and construed in accordance with the laws of Germany, excluding conflict of laws rules. 


 

	15.2	In case of any disputes arising in connection with this Agreement such dispute shall be referred to and finally determined by arbitration in accordance with the WIPO
Arbitration Rules in force on the date of the commencement of the arbitration. The arbitral tribunal shall consist of three arbitrators (except for the proceedings mentioned in § 7.4, which shall consist of one arbitrator), who must have
experience in the field of trademark and licensing law, and who must be fluent in the language of the proceedings. The place of arbitration shall be London, UK. The language to be used in the arbitral proceedings shall be English.



  
 - 16 -










	§16	Miscellaneous 

  

	16.1	Any changes and amendments to this Agreement, including any waiver of this clause, must be made in writing and signed by both parties in order to be valid.


  

	16.2	This Agreement represents the entire understanding with respect to the subject matter of this Agreement and it supersedes all prior and contemporaneous agreements
between the Parties concerning the subject matter of this Agreement. 

  

	16.3	This Agreement is binding and authorizes the Parties and their legal successors. The Parties undertake to impose their obligations under this Agreement also on their
legal successors. 

  

	16.4	Should one of the provisions of this Agreement be or become invalid, the validity of the remaining provisions shall not be affected thereby. The Parties shall be
required to replace the invalid provision by a valid one best achieving the economically desired result. The same applies in the event of a gap. 

  

	16.5	This Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which taken together will constitute one single
agreement between the Parties. 


  
 - 17 -










					
	 Bonn, April 30, 2013

(Place, Date)
	 		 	 /s/ Timotheus Höttges
 Deutsche Telekom AG

		 		 	Signed by: Timotheus Höttges
		 		 	Position: Chief Financial Officer
			
	 Bonn, April 30, 2013
 (Place, Date)
	 		 	 /s/ Thomas Kremer
 Deutsche Telekom AG

		 		 	Signed by: Thomas Kremer
		 		 	 Position: Board member for Data Privacy,
 Legal Affairs and Compliance

			
	 April 30, 2013
 (Place, Date)
	 		 	 /s/ J. Braxton Carter
 Licensee

		 		 	Signed by: J. Braxton Carter
		 		 	Position: Chief Financial Officer


  
 - 18 -









 Annex 1.1 – T-Mobile Trademarks 
 United States Trademarks 
  

																							
	 Trademark
	  	Local Classes	  	Application
No.	 	  	Application
Date	 	  	Registration
No.	 	  	Registration
Date	 	  	Case Status	 
							
	 




	  	09,14,16,18,25, 28,36,37,38,41,
42	  	 	75/248,964	  	  	 	27/02/1997	  	  	 	2284387	  	  	 	12/10/1999	  	  	 	Registered	  
							
	 




	  	09,16,36,37,38, 41,42	  	 	75/095,186	  	  	 	23/04/1996	  	  	 	2941016	  	  	 	19/04/2005	  	  	 	Registered	  
							
	 




	  	28	  	 	78/500,635	  	  	 	15/10/2004	  	  	 	3035165	  	  	 	27/12/2005	  	  	 	Registered	  
							
	 




	  	35	  	 	78/500,682	  	  	 	15/10/2004	  	  	 	3035166	  	  	 	27/12/2005	  	  	 	Registered	  
							
	 




	  	25	  	 	78/500,615	  	  	 	15/10/2004	  	  	 	3037885	  	  	 	03/01/2006	  	  	 	Registered	  
							
	 




	  	14	  	 	78/500,576	  	  	 	15/10/2004	  	  	 	3040847	  	  	 	10/01/2006	  	  	 	Registered	  
							
	 




	  	18	  	 	78/500,585	  	  	 	15/10/2004	  	  	 	3040848	  	  	 	10/01/2006	  	  	 	Registered	  
							
	 




	  	42	  	 	78/500,717	  	  	 	15/10/2004	  	  	 	3076000	  	  	 	04/04/2006	  	  	 	Registered	  
							
	 




	  	16	  	 	77/311,136	  	  	 	23/10/2007	  	  	 	3487670	  	  	 	19/08/2008	  	  	 	Registered	  
							
	 




	  	35	  	 	77/311,137	  	  	 	23/10/2007	  	  	 	3487671	  	  	 	19/08/2008	  	  	 	Registered	  
							
	 




	  	36	  	 	77/311,139	  	  	 	23/10/2007	  	  	 	3487672	  	  	 	19/08/2008	  	  	 	Registered	  
							
	 




	  	37	  	 	77/311,140	  	  	 	23/10/2007	  	  	 	3487673	  	  	 	19/08/2008	  	  	 	Registered	  
							
	 




	  	42	  	 	77/311,144	  	  	 	23/10/2007	  	  	 	3487674	  	  	 	19/08/2008	  	  	 	Registered	  
							
	 




	  	45	  	 	77/311,447	  	  	 	24/10/2007	  	  	 	3487682	  	  	 	19/08/2008	  	  	 	Registered	  
							
	 




	  	09	  	 	77/311,132	  	  	 	23/10/2007	  	  	 	3491692	  	  	 	26/08/2008	  	  	 	Registered	  
							
	 




	  	38	  	 	77/311,219	  	  	 	23/10/2007	  	  	 	3491696	  	  	 	26/08/2008	  	  	 	Registered	  
							
	 




	  	41	  	 	77/311,232	  	  	 	23/10/2007	  	  	 	3491697	  	  	 	26/08/2008	  	  	 	Registered	  
							
	 




	  	38	  	 	77/369,381	  	  	 	11/01/2008	  	  	 	3582357	  	  	 	03/03/2009	  	  	 	Registered	  
							
	 




	  	36	  	 	77/369,417	  	  	 	11/01/2008	  	  	 	3605016	  	  	 	14/04/2009	  	  	 	Registered	  
							
	 




	  	42	  	 	77/369,351	  	  	 	11/01/2008	  	  	 	3608189	  	  	 	21/04/2009	  	  	 	Registered	  
							
	 




	  	35	  	 	77/369,446	  	  	 	11/01/2008	  	  	 	3608190	  	  	 	21/04/2009	  	  	 	Registered	  
							
	 




	  	09	  	 	77/369,466	  	  	 	11/01/2008	  	  	 	3608191	  	  	 	21/04/2009	  	  	 	Registered	  
							
	 




	  	16	  	 	77/369,463	  	  	 	11/01/2008	  	  	 	3633767	  	  	 	09/06/2009	  	  	 	Registered	  
							
	 




	  	14	  	 	77/451,712	  	  	 	18/04/2008	  	  	 	3662565	  	  	 	04/08/2009	  	  	 	Registered	  
							
	 




	  	18	  	 	77/451,740	  	  	 	18/04/2008	  	  	 	3662566	  	  	 	04/08/2009	  	  	 	Registered	  
							
	 




	  	25	  	 	77/451,760	  	  	 	18/04/2008	  	  	 	3662567	  	  	 	04/08/2009	  	  	 	Registered	  
							
	 




	  	28	  	 	77/451,780	  	  	 	18/04/2008	  	  	 	3662568	  	  	 	04/08/2009	  	  	 	Registered	  
							
	 




	  	32	  	 	77/451,817	  	  	 	18/04/2008	  	  	 	3662569	  	  	 	04/08/2009	  	  	 	Registered	  
							
	 




	  	35	  	 	77/451,828	  	  	 	18/04/2008	  	  	 	3662570	  	  	 	04/08/2009	  	  	 	Registered	  
							
	 




	  	36	  	 	77/451,861	  	  	 	18/04/2008	  	  	 	3662571	  	  	 	04/08/2009	  	  	 	Registered	  
							
	 




	  	42	  	 	77/451,884	  	  	 	18/04/2008	  	  	 	3662572	  	  	 	04/08/2009	  	  	 	Registered	  
	 T-Mobile
	  	09,14,16,18,25,28,36,37,38,41,42	  	 	75/248,963	  	  	 	27/02/1997	  	  	 	2282432	  	  	 	05/10/1999	  	  	 	Registered	  
	 T-Mobile
	  	09,16,36,37,38,41,42	  	 	75/093,051	  	  	 	23/04/1996	  	  	 	2911878	  	  	 	21/12/2004	  	  	 	Registered	  
	 T-Mobile
	  	14	  	 	78/693,433	  	  	 	16/08/2005	  	  	 	3120673	  	  	 	25/07/2006	  	  	 	Registered	  
	 T-Mobile
	  	18	  	 	78/693,437	  	  	 	16/08/2005	  	  	 	3120674	  	  	 	25/07/2006	  	  	 	Registered	  
	 T-Mobile
	  	25	  	 	78/693,439	  	  	 	16/08/2005	  	  	 	3120675	  	  	 	25/07/2006	  	  	 	Registered	  
	 T-Mobile
	  	28	  	 	78/693,444	  	  	 	16/08/2005	  	  	 	3120676	  	  	 	25/07/2006	  	  	 	Registered	  
	 T-Mobile
	  	36	  	 	78/693,454	  	  	 	16/08/2005	  	  	 	3196091	  	  	 	09/01/2007	  	  	 	Registered	  
	 T-Mobile
	  	35	  	 	78/693,450	  	  	 	16/08/2005	  	  	 	3219514	  	  	 	20/03/2007	  	  	 	Registered	  
	 T-Mobile
	  	42	  	 	78/693,461	  	  	 	16/08/2005	  	  	 	3219515	  	  	 	20/03/2007	  	  	 	Registered	  


  
 - 19 -









 Puerto Rico Trademarks 
  

																							
	 Trademark
	  	Local Classes	  	Application No.	 	  	Application
Date	 	  	Registration
No.	 	  	Registration
Date	 	  	Case Status	 
							
	 




	  	41	  	 	57359	  	  	 	27/04/2007	  	  	 	72928	  	  	 	27/04/2007	  	  	 	Certificate received	  
							
	 




	  	16	  	 	57386	  	  	 	27/04/2007	  	  	 	72935	  	  	 	27/04/2007	  	  	 	Certificate received	  
							
	 




	  	42	  	 	57410	  	  	 	27/04/2007	  	  	 	72937	  	  	 	27/04/2007	  	  	 	Certificate received	  
							
	 




	  	09	  	 	58038	  	  	 	27/04/2007	  	  	 	73673	  	  	 	27/04/2007	  	  	 	Registered	  
							
	 




	  	38	  	 	58039	  	  	 	27/04/2007	  	  	 	73674	  	  	 	27/04/2007	  	  	 	Registered	  
	 T-Mobile
	  	09	  	 	57458	  	  	 	27/04/2007	  	  	 	72946	  	  	 	27/04/2007	  	  	 	Registered	  
	 T-Mobile
	  	16	  	 	57460	  	  	 	27/04/2007	  	  	 	72948	  	  	 	27/04/2007	  	  	 	Registered	  
	 T-Mobile
	  	38	  	 	57469	  	  	 	27/04/2007	  	  	 	72953	  	  	 	27/04/2007	  	  	 	Certificate received	  
	 T-Mobile
	  	42	  	 	57491	  	  	 	27/04/2007	  	  	 	72955	  	  	 	27/04/2007	  	  	 	Certificate received	  

 Annex 1.2 – Other Trademarks 
 United States Trademarks 
  

																							
	 Trademark
	  	Local Classes	  	Application
No.	 	  	Application
Date	 	  	Registration
No.	 	  	Registration
Date	 	  	Case Status	 
	 T-Mobile Jingle (sound mark)
	  	09,37,38	  	 	75/889,012	  	  	 	06/01/2000	  	  	 	2459405	  	  	 	12/06/2001	  	  	 	Registered	  
							
	 




	  	09,36,37,38,41	  	 	74/720,652	  	  	 	24/08/1995	  	  	 	2472584	  	  	 	31/07/2001	  	  	 	Registered	  
							
	 




	  	14	  	 	78/693,787	  	  	 	16/08/2005	  	  	 	3148182	  	  	 	26/09/2006	  	  	 	Registered	  
							
	 




	  	18	  	 	78/693,792	  	  	 	16/08/2005	  	  	 	3148183	  	  	 	26/09/2006	  	  	 	Registered	  
							
	 




	  	25	  	 	78/693,793	  	  	 	16/08/2005	  	  	 	3148184	  	  	 	26/09/2006	  	  	 	Registered	  
							
	 




	  	28	  	 	78/693,797	  	  	 	16/08/2005	  	  	 	3157352	  	  	 	17/10/2006	  	  	 
 
 
 	Registered
/Post section
08/15 office
action filed	  
  
  
  
							
	 




	  	35	  	 	78/693,802	  	  	 	16/08/2005	  	  	 	3221551	  	  	 	27/03/2007	  	  	 	Registered	  
							
	 




	  	36	  	 	78/693,808	  	  	 	16/08/2005	  	  	 	3264353	  	  	 	17/07/2007	  	  	 	Registered	  


  
 - 20 -










																							
	 Trademark
	  	Local Classes	  	Application
No.	 	  	Application
Date	 	  	Registration
No.	 	  	Registration
Date	 	  	Case Status	 
							
	 




	  	42	  	 	78/693,813	  	  	 	16/08/2005	  	  	 	3538688	  	  	 	25/11/2008	  	  	 	Registered	  
							
	 




	  	09,16,25,36,38,42	  	 	74/720,656	  	  	 	24/08/1995	  	  	 	2508277	  	  	 	20/11/2001	  	  	 	Registered	  
							
	 




	  	14	  	 	78/693,653	  	  	 	16/08/2005	  	  	 	3141606	  	  	 	12/09/2006	  	  	 	Registered	  
							
	 




	  	18	  	 	78/693,665	  	  	 	16/08/2005	  	  	 	3141607	  	  	 	12/09/2006	  	  	 	Registered	  
							
	 




	  	25	  	 	78/693,672	  	  	 	16/08/2005	  	  	 	3141608	  	  	 	12/09/2006	  	  	 	Registered	  
							
	 




	  	35	  	 	78/693,688	  	  	 	16/08/2005	  	  	 	3153493	  	  	 	10/10/2006	  	  	 	Registered	  
							
	 




	  	36	  	 	78/693,694	  	  	 	16/08/2005	  	  	 	3153495	  	  	 	10/10/2006	  	  	 	Registered	  
							
	 




	  	28	  	 	78/693,677	  	  	 	16/08/2005	  	  	 	3207637	  	  	 	13/02/2007	  	  	 	Registered	  
							
	 




	  	42	  	 	78/693,698	  	  	 	16/08/2005	  	  	 	3216527	  	  	 	06/03/2007	  	  	 	Registered	  
							
	 




	  	09	  	 	77/307,271	  	  	 	18/10/2007	  	  	 	3452974	  	  	 	24/06/2008	  	  	 	Registered	  
							
	 




	  	36	  	 	77/307,272	  	  	 	18/10/2007	  	  	 	3452975	  	  	 	24/06/2008	  	  	 	Registered	  
							
	 




	  	16	  	 	77/307,273	  	  	 	18/10/2007	  	  	 	3452976	  	  	 	24/06/2008	  	  	 	Registered	  
							
	 




	  	35	  	 	77/307,274	  	  	 	18/10/2007	  	  	 	3452977	  	  	 	24/06/2008	  	  	 	Registered	  
							
	 




	  	37	  	 	77/307,275	  	  	 	18/10/2007	  	  	 	3452978	  	  	 	24/06/2008	  	  	 	Registered	  
							
	 




	  	38	  	 	77/307,277	  	  	 	18/10/2007	  	  	 	3452979	  	  	 	24/06/2008	  	  	 	Registered	  
							
	 




	  	38	  	 	77/307,277	  	  	 	18/10/2007	  	  	 	3452979	  	  	 	24/06/2008	  	  	 	Registered	  
							
	 




	  	41	  	 	77/307,279	  	  	 	18/10/2007	  	  	 	3452980	  	  	 	24/06/2008	  	  	 	Registered	  
							
	 




	  	42	  	 	77/307,280	  	  	 	18/10/2007	  	  	 	3452981	  	  	 	24/06/2008	  	  	 	Registered	  
							
	 




	  	45	  	 	77/307,281	  	  	 	18/10/2007	  	  	 	3452982	  	  	 	24/06/2008	  	  	 	Registered	  
							
	 




	  	35	  	 	77/415,184	  	  	 	06/03/2008	  	  	 	3594035	  	  	 	24/03/2009	  	  	 	Registered	  
							
	 




	  	42	  	 	77/415,214	  	  	 	06/03/2008	  	  	 	3601280	  	  	 	07/04/2009	  	  	 	Registered	  
							
	 




	  	32	  	 	77/415,120	  	  	 	06/03/2008	  	  	 	3618302	  	  	 	12/05/2009	  	  	 	Registered	  
							
	 




	  	14	  	 	77/415,272	  	  	 	06/03/2008	  	  	 	3618303	  	  	 	12/05/2009	  	  	 	Registered	  
							
	 




	  	18	  	 	77/415,291	  	  	 	06/03/2008	  	  	 	3618304	  	  	 	12/05/2009	  	  	 	Registered	  
							
	 




	  	25	  	 	77/415,320	  	  	 	06/03/2008	  	  	 	3618305	  	  	 	12/05/2009	  	  	 	Registered	  
							
	 




	  	28	  	 	77/415,335	  	  	 	06/03/2008	  	  	 	3618306	  	  	 	12/05/2009	  	  	 	Registered	  
							
	 




	  	35	  	 	77/364,660	  	  	 	04/01/2008	  	  	 	3498385	  	  	 	09/09/2008	  	  	 	Registered	  
							
	 




	  	42	  	 	77/364,641	  	  	 	04/01/2008	  	  	 	3578790	  	  	 	24/02/2009	  	  	 	Registered	  
							
	 




	  	38	  	 	77/364,649	  	  	 	04/01/2008	  	  	 	3578791	  	  	 	24/02/2009	  	  	 	Registered	  
							
	 




	  	36	  	 	77/364,652	  	  	 	04/01/2008	  	  	 	3578792	  	  	 	24/02/2009	  	  	 	Registered	  
							
	 




	  	16	  	 	77/364,665	  	  	 	04/01/2008	  	  	 	3578793	  	  	 	24/02/2009	  	  	 	Registered	  
							
	 




	  	09	  	 	77/364,668	  	  	 	04/01/2008	  	  	 	3637434	  	  	 	16/06/2009	  	  	 	Registered	  


  
 - 21 -










																					
	 Trademark
	  	Local Classes	  	Application
No.	 	  	Application
Date	 	  	Registration
No.	 	  	Registration
Date	 	  	Case Status
							
	 




	  	09,16,35,36,38,41,42	  	 	76/252,927	  	  	 	07/05/2001	  	  				  				  	Oppn:
Opposition
pending at the
Trademark
Trial and
Appeal Board
							
	 




	  	09,16,35,36,38,39,41,42	  	 	76/262,559	  	  	 	24/05/2001	  	  	 	3608020	  	  	 	21/04/2009	  	  	Registered
							
	 




	  	09,16,35,36,38,39,41,42	  	 	76/222,033	  	  	 	08/03/2001	  	  	 	3629122	  	  	 	02/06/2009	  	  	Registered
							
	 




	  	38	  	 	75/613,042	  	  	 	29/12/1998	  	  	 	2367890	  	  	 	18/07/2000	  	  	Registered
							
	 




	  	43	  	 	78/701,515	  	  	 	26/08/2005	  	  	 	3192095	  	  	 	02/01/2007	  	  	Registered
							
	 




	  	45	  	 	78/701,521	  	  	 	26/08/2005	  	  	 	3192096	  	  	 	02/01/2007	  	  	Registered
							
	 




	  	44	  	 	78/701,519	  	  	 	26/08/2005	  	  	 	3200909	  	  	 	23/01/2007	  	  	Registered
							
	 




	  	01,02,03,04,05,06
 ,07,08,10,12,13,14,

15,17,18,19,20,21,22,

23,24,26,27,28,29,30,

31,32,33,34,36,37,39,40,41
	  	 	76/130,251	  	  	 	18/09/2000	  	  	 	3574344	  	  	 	17/02/2009	  	  	Registered
							
	 




	  	16	  	 	78/245,829	  	  	 	05/05/2003	  	  	 	3243485	  	  	 	22/05/2007	  	  	Registered
							
	 




	  	35	  	 	78/245,833	  	  	 	05/05/2003	  	  	 	3804860	  	  	 	15/06/2010	  	  	Registered
							
	 




	  	36	  	 	78/245,836	  	  	 	05/05/2003	  	  	 	3804861	  	  	 	15/06/2010	  	  	Registered
							
	 




	  	38	  	 	78/245,837	  	  	 	05/05/2003	  	  	 	3804862	  	  	 	15/06/2010	  	  	Registered
							
	 




	  	35	  	 	78/246,008	  	  	 	05/05/2003	  	  	 	3373727	  	  	 	22/01/2008	  	  	Registered
							
	 




	  	38	  	 	78/246,011	  	  	 	05/05/2003	  	  	 	3373729	  	  	 	22/01/2008	  	  	Registered
							
	 




	  	35	  	 	78/245,849	  	  	 	05/05/2003	  	  	 	3232328	  	  	 	24/04/2007	  	  	Registered


  
 - 22 -










																							
	 Trademark
	  	Local Classes	  	Application
No.	 	  	Application
Date	 	  	Registration
No.	 	  	Registration
Date	 	  	Case Status	 
							
	 




	  	38	  	 	78/245,853	  	  	 	05/05/2003	  	  	 	3801161	  	  	 	08/06/2010	  	  	 	Registered	  
							
	 




	  	36	  	 	78/245,851	  	  	 	05/05/2003	  	  	 	3804863	  	  	 	15/06/2010	  	  	 	Registered	  
							
	 




	  	09,16,35,36,38,39,41,42	  	 	78/184,591	  	  	 	13/11/2002	  	  	 	3576189	  	  	 	17/02/2009	  	  	 	Registered	  
							
	 




	  	09	  	 	78/798,405	  	  	 	24/01/2006	  	  	 	3263624	  	  	 	10/07/2007	  	  	 	Registered	  
							
	 




	  	38	  	 	78/798,428	  	  	 	24/01/2006	  	  	 	3263625	  	  	 	10/07/2007	  	  	 	Registered	  
							
	 




	  	38	  	 	78/581,970	  	  	 	07/03/2005	  	  	 	3070757	  	  	 	21/03/2006	  	  	 	Registered	  
							
	 




	  	42	  	 	78/581,973	  	  	 	07/03/2005	  	  	 	3070758	  	  	 	21/03/2006	  	  	 	Registered	  
							
	 




	  	09	  	 	78/581,957	  	  	 	07/03/2005	  	  	 	3076299	  	  	 	04/04/2006	  	  	 	Registered	  
							
	 




	  	16	  	 	78/581,962	  	  	 	07/03/2005	  	  	 	3076300	  	  	 	04/04/2006	  	  	 	Registered	  
							
	 




	  	28	  	 	78/581,967	  	  	 	07/03/2005	  	  	 	3076301	  	  	 	04/04/2006	  	  	 	Registered	  
							
	 




	  	35	  	 	78/581,965	  	  	 	07/03/2005	  	  	 	3167542	  	  	 	07/11/2006	  	  	 	Registered	  
							
	 




	  	42	  	 	78/282,252	  	  	 	01/08/2003	  	  	 	2912937	  	  	 	21/12/2004	  	  	 	Registered	  
							
	 




	  	09	  	 	78/282,241	  	  	 	01/08/2003	  	  	 	2914538	  	  	 	28/12/2004	  	  	 	Registered	  
							
	 




	  	38	  	 	78/282,255	  	  	 	01/08/2003	  	  	 	2914540	  	  	 	28/12/2004	  	  	 	Registered	  
							
	 




	  	38	  	 	78/223,242	  	  	 	07/03/2003	  	  	 	2939623	  	  	 	12/04/2005	  	  	 	Registered	  
							
	 




	  	38	  	 	78/223,240	  	  	 	07/03/2003	  	  	 	2984921	  	  	 	16/08/2005	  	  	 	Registered	  
							
	 




	  	16	  	 	76/573,252	  	  	 	30/01/2004	  	  	 	3056828	  	  	 	07/02/2006	  	  	 	Registered	  
							
	 




	  	38	  	 	76/573,253	  	  	 	30/01/2004	  	  	 	3056829	  	  	 	07/02/2006	  	  	 	Registered	  
							
	 




	  	36	  	 	76/573,616	  	  	 	30/01/2004	  	  	 	3069719	  	  	 	21/03/2006	  	  	 	Registered	  
							
	 




	  	35	  	 	76/573,251	  	  	 	30/01/2004	  	  	 	3228969	  	  	 	17/04/2007	  	  	 	Registered	  
							
	 




	  	09	  	 	76/573,623	  	  	 	30/01/2004	  	  	 	3403950	  	  	 	01/04/2008	  	  	 	Registered	  
							
	 




	  	42	  	 	76/573,620	  	  	 	30/01/2004	  	  	 	3456062	  	  	 	01/07/2008	  	  	 	Registered	  
							
	 




	  	38	  	 	77/392,063	  	  	 	08/02/2008	  	  	 	3633797	  	  	 	09/06/2009	  	  	 	Registered	  
							
	 




	  	42	  	 	77/392,085	  	  	 	08/02/2008	  	  	 	3633798	  	  	 	09/06/2009	  	  	 	Registered	  


  
 - 23 -










																							
	 Trademark
	  	Local Classes	  	Application
No.	 	  	Application
Date	 	  	Registration
No.	 	  	Registration
Date	 	  	Case Status	 
							
	 




	  	16	  	 	77/392,000	  	  	 	08/02/2008	  	  	 	3697496	  	  	 	20/11/2009	  	  	 	Registered	  
							
	 




	  	09	  	 	77/391,992	  	  	 	08/02/2008	  	  	 	3707386	  	  	 	10/11/2009	  	  	 	Registered	  
							
	 




	  	38	  	 	78463630	  	  	 	06/08/2004	  	  	 	3053691	  	  	 	31/01/2006	  	  	 	Registered	  
							
	 




	  	35	  	 	78463624	  	  	 	06/08/2004	  	  	 	3122689	  	  	 	01/08/2006	  	  	 	Registered	  
							
	 




	  	36	  	 	78463626	  	  	 	06/08/2004	  	  	 	3150486	  	  	 	03/10/2006	  	  	 	Registered	  
							
	 




	  	09	  	 	78/463,617	  	  	 	06/08/2004	  	  	 	3495959	  	  	 	02/09/2008	  	  	 	Registered	  
							
	 




	  	16	  	 	77/392,218	  	  	 	08/02/2008	  	  	 	3608213	  	  	 	21/04/2009	  	  	 	Registered	  
							
	 




	  	38	  	 	77/392,320	  	  	 	08/02/2008	  	  	 	3614612	  	  	 	05/05/2009	  	  	 	Registered	  
							
	 




	  	35	  	 	77/392,244	  	  	 	08/02/2008	  	  	 	3668249	  	  	 	18/08/2009	  	  	 	Registered	  
							
	 




	  	09	  	 	77/392,203	  	  	 	08/02/2008	  	  	 	3678356	  	  	 	08/09/2009	  	  	 	Registered	  
							
	 




	  	42	  	 	77/392,329	  	  	 	08/02/2008	  	  	 	3697497	  	  	 	20/10/2009	  	  	 	Registered	  
							
	 




	  	09	  	 	77/427,706	  	  	 	20/03/2008	  	  	 	3756500	  	  	 	09/03/2010	  	  	 	Registered	  
							
	 




	  	38	  	 	77/427,807	  	  	 	20/03/2008	  	  	 	3756501	  	  	 	09/03/2010	  	  	 	Registered	  
							
	 




	  	42	  	 	77/427,813	  	  	 	20/03/2008	  	  	 	3783216	  	  	 	04/05/2010	  	  	 	Registered	  
	 SideKick
	  	16	  	 	78/242,853	  	  	 	28/04/2003	  	  	 	2951342	  	  	 	17/05/2005	  	  	 	Registered	  
	 SideKick
	  	35	  	 	78/242,862	  	  	 	28/04/2003	  	  	 	2951343	  	  	 	17/05/2005	  	  	 	Registered	  
	 SideKick
	  	36	  	 	78/242,872	  	  	 	28/04/2003	  	  	 	2951344	  	  	 	17/05/2005	  	  	 	Registered	  
	 SideKick
	  	38	  	 	78/242,874	  	  	 	28/04/2003	  	  	 	2951345	  	  	 	17/05/2005	  	  	 	Registered	  
	 SideKick
	  	42	  	 	78/242,880	  	  	 	28/04/2003	  	  	 	2969827	  	  	 	19/07/2005	  	  	 	Registered	  
	 SideKick
	  	09	  	 	78/242,867	  	  	 	28/04/2003	  	  	 	2982858	  	  	 	09/08/2005	  	  	 	Registered	  
	 T-Mobile SideKick
	  	38	  	 	78/242,987	  	  	 	28/04/2003	  	  	 	2951346	  	  	 	17/05/2005	  	  	 	Registered	  
	 T-Mobile SideKick
	  	09	  	 	78/242,884	  	  	 	28/04/2003	  	  	 	2975648	  	  	 	26/07/2005	  	  	 	Registered	  
	 T-Mobile SideKick
	  	36	  	 	78/242,986	  	  	 	28/04/2003	  	  	 	2975650	  	  	 	26/07/2005	  	  	 	Registered	  
	 T-Mobile SideKick
	  	16	  	 	78/242,890	  	  	 	28/04/2003	  	  	 	3099895	  	  	 	06/06/2006	  	  	 	Registered	  
	 T-Mobile USA
	  	09,16,35,36,37,38,41,42	  	 	76/350,166	  	  	 	18/12/2001	  	  	 	2889632	  	  	 	28/09/2004	  	  	 	Registered	  


  
 - 24 -









  

																							
	 Trademark
	  	Local Classes	  	Application
No.	 	  	Application
Date	 	  	Registration
No.	 	  	Registration
Date	 	  	Case Status	 
	 T-MobileWeb
	  	38	  	 	78/615,986	  	  	 	25/04/2005	  	  	 	3146866	  	  	 	19/09/2006	  	  	 	Registered	  
	 T-ZONES
	  	41	  	 	76/976,000	  	  	 	16/05/2002	  	  	 	2914398	  	  	 	28/12/2004	  	  	 	Registered	  
	 T-ZONES
	  	09,16,38,42	  	 	76/408,926	  	  	 	10/05/2002	  	  	 	3052012	  	  	 	31/01/2006	  	  	 	Registered	  
	 T-ZONES
	  	01	  	 	78/698,028	  	  	 	23/08/2005	  	  	 	3164945	  	  	 	31/10/2006	  	  	 	Registered	  
	 T-ZONES
	  	02	  	 	78/698,031	  	  	 	23/08/2005	  	  	 	3164946	  	  	 	31/10/2006	  	  	 	Registered	  
	 T-ZONES
	  	04	  	 	78/698,035	  	  	 	23/08/2005	  	  	 	3164947	  	  	 	31/10/2006	  	  	 	Registered	  
	 T-ZONES
	  	07	  	 	78/698,046	  	  	 	23/08/2005	  	  	 	3164948	  	  	 	31/10/2006	  	  	 	Registered	  
	 T-ZONES
	  	10	  	 	78/698,052	  	  	 	23/08/2005	  	  	 	3164949	  	  	 	31/10/2006	  	  	 	Registered	  
	 T-ZONES
	  	17	  	 	78/698,076	  	  	 	23/08/2005	  	  	 	3164950	  	  	 	31/10/2006	  	  	 	Registered	  
	 T-ZONES
	  	19	  	 	78/698,084	  	  	 	23/08/2005	  	  	 	3164951	  	  	 	31/10/2006	  	  	 	Registered	  
	 T-ZONES
	  	24	  	 	78/698,119	  	  	 	23/08/2005	  	  	 	3164952	  	  	 	31/10/2006	  	  	 	Registered	  
	 T-ZONES
	  	32	  	 	78/698,156	  	  	 	23/08/2005	  	  	 	3164953	  	  	 	31/10/2006	  	  	 	Registered	  
	 T-ZONES
	  	33	  	 	78/698,159	  	  	 	23/08/2005	  	  	 	3164954	  	  	 	31/10/2006	  	  	 	Registered	  
	 T-ZONES
	  	34	  	 	78/698,163	  	  	 	23/08/2005	  	  	 	3164955	  	  	 	31/10/2006	  	  	 	Registered	  
	 T-ZONES
	  	11	  	 	78/698,055	  	  	 	23/08/2005	  	  	 	3205233	  	  	 	06/02/2007	  	  	 	Registered	  
	 T-ZONES
	  	03	  	 	78/698,033	  	  	 	23/08/2005	  	  	 	3365652	  	  	 	08/01/2008	  	  	 	Registered	  
	 T-ZONES
	  	05	  	 	78/698,038	  	  	 	23/08/2005	  	  	 	3666806	  	  	 	11/08/2009	  	  	 	Registered	  
	 Voicestream
	  	42	  	 	77/280,315	  	  	 	15/09/2007	  	  	 	3461002	  	  	 	08/07/2008	  	  	 	Registered	  
	 Voicestream
	  	38	  	 	77/280,318	  	  	 	15/09/2007	  	  	 	3461005	  	  	 	08/07/2008	  	  	 	Registered	  
	 Voicestream
	  	35	  	 	77/280,321	  	  	 	15/09/2007	  	  	 	3461008	  	  	 	08/07/2008	  	  	 	Registered	  
	 Voicestream
	  	16	  	 	77/280,325	  	  	 	15/09/2007	  	  	 	3461010	  	  	 	08/07/2008	  	  	 	Registered	  
	 Voicestream
	  	09	  	 	77/280,326	  	  	 	15/09/2007	  	  	 	3461011	  	  	 	08/07/2008	  	  	 	Registered	  

 Puerto Rico Trademarks 
  

																			
	 Trademark
	  	Local Classes	 	  	Application
No.	 	  	Application
Date	 	  	Registration
No.	  	Registration
Date	  	Case Status
	 




	  	 	09	  	  	 	62672	  	  	 	23/04/2008	  	  		  		  	Response to
Exam Report
filed at IPO


  
 - 25 -









 Annex 2 – Domains 
 t-mobile.com 
 tmobile.com 

t-mobile.us 

tmobile.us 

t-mobile.pr 

tmobile.pr 

t-mobile.com.pr 

tmobile.com.pr 

t-mobilepr.com 

t-mobileusa.com 

t-mobile.jobs 

tmobileusa.biz 

t-mobile-usa.biz 

tmobile-usa.biz 

tmobileusa.com 

tmobile-usa.com 

tmobileusa.info 

t-mobile-usa.info 

tmobile-usa.info 

tmobileusa.net 

tmobile-usa.net 

tmobileusa.org 

t-mobile-usa.org 

tmobile-usa.org 

t-mobileusa.mobi 

  
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 Annex 3 – Principles for Distribution Partner Agreements 

 

	(1)	The Licensee is permitted to grant to a distributor (“Distributor”) a non-exclusive, non-transferable and non-sub-licensable license for the offering
and selling of the Licensed Products and Licensed Services provided by the Licensee. 

 For the avoidance of doubt,
the Distributor must not use the Designations as the Distributor’s company name, as any other business name for the Distributor, as an internet domain for the Distributor or as a component of the Distributor’s company name, or as any other
business name or internet domain of the Distributor. In particular, the Distributor is not allowed to label sales products with the Designations. 
  

	(2)	Any sub-license granted to a Distributor has to be subject to the following conditions: 


 

	 	(a)	Distributor has to use the Designations only in their registered form and in accordance with the Utilization Regulations as provided for in Annex 4 of this
Agreement. 

  

	 	(b)	Any use of the Designations by the Distributor qualifies as a use by DT for the purpose of acquiring or maintaining trademark rights or other rights to these
Designations. 

  

	 	(c)	The Licensee assumes no liability and provides no warranty that the use of the Designations does not violate third-party rights. The Distributor shall indemnify, defend
and hold harmless the Licensee and DT from any and all any third-party claims that are caused by the Distributor’s use of the Designations. 

  

	 	(d)	Maintaining and defending the Designations shall be the exclusive domain of DT. 


 

	 	(e)	The Distributor is not allowed to have the Designations registered as a trademark, as a company name, as an Internet domain, or as a component thereof.


  

	 	(f)	The Distributor authorises DT as third-party beneficiary to enforce all claims of the Licensee against the Distributor. 


 

	 	(g)	The Distributor shall only use the Designations conforming to the highest quality and professional standards relevant in the Territory and having at least the same
quality as the premium global providers of wireless telecommunication, broadband and information services. The Distributor acknowledges that DT is entitled to issue quality guidelines specifying such quality and professional standards. Such quality
guidelines shall become binding on the Distributor 30 days after receipt of such guidelines in writing or in text form, including fax and e-mail. 


  
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	 	(h)	If the Distributor should learn that a third party uses the Designations and/or applies for their registration as a trademark, company name or Internet domain, it is
obliged to inform DT immediately. 

  

	 	(i)	The Licensee is entitled to terminate the Distribution Partner Agreement (insofar as the license provisions are concerned) at any time for good cause if the Distributor
violates any of the above obligations or commits an act or omission that would entitle DT to terminate the License Agreement. 

  

	 	(j)	If the Distribution Partner Agreement is terminated, the Distributor shall no longer be entitled to utilize the Designations. 


  
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 Annex 4 – Utilization Regulations 
 The utilization regulations of DT, as valid at the time the Agreement is signed, are set forth as follows: 
  

	 	•	 	 Guideline Basic Elements 


  

	 	•	 	 Guideline Product Labelling 


  

	 	•	 	 Guideline Device Packaging 


  

	 	•	 	 Guideline Product Design 


  

	 	•	 	 Guideline Electronic Media 


  

	 	•	 	 Guideline Print Media 


  

	 	•	 	 Guideline Forms 


  

	 	•	 	 Guideline Giveaways 


  

	 	•	 	 Guideline Literature 


  

	 	•	 	 Guideline Distribution 


  

	 	•	 	 Guideline Corporate Fashion 


  

	 	•	 	 Guideline Shops 


  

	 	•	 	 Guideline Co-operation Partners 


  

	 	•	 	 Picture Tool 


  

	 	•	 	 Brand Wizard 


  

	 	•	 	 Brand Fit 


 A CD-ROM with
utilization regulations will be delivered to the Licensee. Further guidelines are accessible for the Licensee under www.branddesign.telekom.com. 

  
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 Annex 5 – Approval Tool (available at https://ci-approval.telekom.de) 





 

  
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 Annex 6 – Pre-approved Co-Branding 
 DT approves the following combined use of the Licensee’s Own Designations with the licensed Designations: 
  





 
  
 



 
  
 



 

  
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 Annex 7 – Examples of combined Usage of Licensee’s Company Name and Licensee’s Own
Designations 
 1. Examples for which no License Fee is payable 

 

	 	a)	The name “T-Mobile USA, Inc.” is used in plain text, without logos or graphical elements and without being set off by font size, font type or color in a legal
disclaimer 

  

	 	b)	The name “T-Mobile USA, Inc.” is used in plain text, without logos or graphical elements and without being set off by font size, font type or color in a
contract 

  

	 	c)	The name “T-Mobile USA, Inc.” is used in plain text, without logos or graphical elements and without being set off by font size, font type or color in general
terms and conditions 

  

	 	d)	The abbreviated term “T-Mobile” is used as plain text, without logos or graphical elements and without being set off by font size, font type or color as a
defined term for the legal entity T-Mobile USA, Inc. or any of its subsidiaries in a contract, advertisement or other statement 

  

	 	e)	The name of an entity uses “T-Mobile”, such as “T-Mobile USA, Inc.” in plain text, without logos or graphical elements and without being set off by
font size, font type or color 

  

	 	f)	In print articles or statements as plain text, without logos or graphical elements and without being set off by font size, font type or color as a defined term for the
legal entity T-Mobile USA, Inc. where the primary purpose of the article or statement is not advertisement 

 2. Examples for
with the License Fee is payable 
  

	 	a)	The Designation “T-Mobile”, “T” or any other Designation is used in bold letters or is otherwise set off by font size, font type, or color in an
advertisement, including the legal disclaimer 

  

	 	b)	The Designation “T-Mobile”, “T” or any other Designation is used as a logo in an advertisement 


 

	 	c)	The advertisement contains the statement “powered by T-Mobile”, “brought to you by T-Mobile”, “powered by T” or a similar statement
containing a Designation 

  

	 	d)	A Designation is displayed on a product packaging or in the instructions of use 


 

	 	e)	A Designation is displayed on the letterhead or in any other communication in connection with the purchase of a product, e.g. in an invoice and not purely as a
designation of the name of the company 


  
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