exv10w32







Exhibit
10.32




EXECUTION COPY




CONFIDENTIAL TREATMENT REQUESTED UNDER

17 C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.24b-2.

[*****] INDICATES OMITTED MATERIAL THAT IS THE

SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST

FILED SEPARATELY WITH THE COMMISSION.

THE OMITTED MATERIAL HAS BEEN FILED

SEPARATELY WITH THE COMMISSION.




AUTHORIZED SALES REPRESENTATIVE AGREEMENT



This Authorized Sales Representative Agreement (“Agreement”) is executed by and between
Clearwire Communications LLC, a Delaware limited liability company (“Clearwire”) and the
entity described below (“Company”). The Agreement consists of the Standard Terms and
Conditions attached hereto and Exhibits incorporated into this Agreement by reference.




	 	 	 
	 	 	CLEARWIRE
	Business Name:
	 	Clearwire Communications LLC
	Street Address:
	 	4400 Carillon Point
	City, State, Zip Code:
	 	Kirkland, WA 98033
	Phone:
	 	888.253.2794
	*Clearwire Market Business Contact:
	 	[*****]
	*Email:
	 	 






	 	 	 
	 	 	ASR INFORMATION
	Business Name:

	 	Sprint Solutions, Inc.
	(*Doing Business Under this name)
	 	 
	Effective Date of Agreement:

	 	November 28, 2008
	(date signed)
	 	 
	Term of Agreement:

	 	Initial period of 1 year, and any renewal periods
	Market Area of Agreement:

	 	See definition of “Area” in Section 1.






ACKNOWLEDGED AND AGREED:




	 	 	 	 	 
	COMPANY: Sprint Solutions, Inc.	 	Clearwire Communications LLC
	Signature:  

	/s/ Keith O. Cowan	 	Signature:  	/s/ Hope Cochran
	Print Name: Keith O. Cowan

	 	Print Name: Hope Cochran
	Print Title: Vice President

	 	Print Title: Senior Vice President, Finance and Treasurer








 




			
	*	 	Required Field




Proprietary and confidential information of Clearwire. Not for use by any third party, or
disclosure to any third party, other than Company and Clearwire and its Affiliates, except with
Clearwire’s written approval.





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STANDARD TERMS AND CONDITIONS





	1.	 	Definitions.
	 
	 	 	“Activation” or “Activated” means the initiation of Authorized Clearwire Services in
Equipment that is owned or leased by a Subscriber.
	 
	 	 	“Advertising Guidelines” means those guidelines and any updates or revisions thereto posted
via link at www.Clearwirepartner.com, or such other website to be determined.
	 
	 	 	“Affiliate” means an entity that directly or indirectly, through one or more intermediaries,
controls, is controlled by or is under common control with a party.
	 
	 	 	“Agency Sales Representative Agreement” means any agreement between Clearwire and National
Retailer for the sale or distribution of Authorized Clearwire Products and Services.
	 
	 	 	“Area” means the portions of the US and US territories covered by the Clearwire network
where Clearwire offers service, and where the Company is authorized to sell 4G MVNO
services, pursuant to the 4G MVNO agreement between Company and Clearwire.
	 
	 	 	“Authorized Clearwire Products and Services” means any Clearwire broadband wireless products
and services that this Agreement authorizes Company to sell or distribute on behalf of
Clearwire.
	 
	 	 	“Closing Date” means the date of closing of the transaction, as specified in the TAPM.
	 
	 	 	“Equipment” means the Clearwire-approved communications equipment needed for using
Authorized Clearwire Services.
	 
	 	 	“Highest Aggregate Commission” means the commission with the largest value based upon the
combination of (and averaging of, when applicable) all respective elements of the commission
as a whole to enable comparison on a like for like basis.
	 
	 	 	“Marks” means any and all trademarks, service marks, domain names, trade names, insignia,
symbols, logos, or decorative designs, which Clearwire or any Clearwire Affiliate owns, or
is authorized by lease or sublicense to use, in connection with the Authorized Clearwire
Services or the Equipment or otherwise.
	 
	 	 	“National Retailers” are third parties who are in the business of selling retail wireless
communications services through their own nationwide networks of retail stores.
	 
	 	 	“Subscriber” means any person or entity enrolled by Company and whose Authorized Clearwire
Services are activated, provided that each Authorized Clearwire Services number assigned to
a Clearwire customer is deemed to be a separate Subscriber, regardless of how many
Authorized Clearwire Services Equipment numbers may be assigned to or used by any one
customer. The Parties agree that all devices sold by Company will need to be identified or
counted for purposes of payment of compensation.
	 
	2.	 	Relationship of the Parties.
	 
	2.1	 	Authorized Representative-No Joint Venture. The relationship between Clearwire and
Company arising from this Agreement does not constitute or create a general agency, joint
venture, partnership, employment relationship or franchise between them. Company does not have
authority under this Agreement to execute contracts on behalf of Clearwire, or to otherwise
bind Clearwire.
	 
	2.2	 	Control and Supervision. Company represents and warrants that (i) Company is engaged
in an independent business; (ii) Company will perform its obligations under this Agreement as
an independent contractor; (iii) the persons performing services on behalf of Company under
this Agreement are not employees or agents of Clearwire; and (iv) Company has and retains the
right to exercise full control of and supervision over the performance of Company’s
obligations in this Agreement and full control over the employment, direction, compensation
and discharge of all




Proprietary and confidential information of Clearwire. Not for use by any third party, or
disclosure to any third party, other than Company and Clearwire and its Affiliates, except with
Clearwire’s written approval.




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	 	 	employees, contractors or agents of Company. Company will be solely responsible for all
matters relating to payment of its employees, contractors or agents, including compliance
with workers’ compensation, unemployment, disability insurance, social security, withholding
and all other federal, state, and local laws, rules and regulations governing such matters.
	 
	2.3	 	No Exclusivity. This is a nonexclusive agreement with respect to Clearwire. Except
as otherwise provided or restricted in an agreement and/or amendment between Clearwire and
Company, Clearwire expressly reserves the right, without obligation or liability to Company,
to market and sell the Authorized Clearwire Services, the Equipment, and any other products
and services in the same Area served by Company, whether through Clearwire’s own stores or
representatives or through others, including, but not limited to, other authorized
representatives, dealers, resellers, distributors, and retailers.
	 
	2.4	 	Reserved. 
	 
	2.5	 	Relationship with Sub-Representatives. Company shall not enter into agreements with
any Person (a “Sub-Representative”) to solicit sales of Authorized Clearwire Services on
behalf of Company or Clearwire.
	 
	3.	 	Company Responsibilities.
	 
	3.1	 	Services Provided. Subject to all terms and conditions in this Agreement, Clearwire
appoints Company as one of its Authorized Representatives and Company accepts such
appointment. Company may, solely within the Area, (i) solicit Subscribers for Authorized
Clearwire Services and (ii) assist in the Activation process for such Subscribers as provided
in this Agreement or as otherwise directed by Clearwire in writing from time to time. Company
will also sell Clearwire Services as part of a bundle under the 4G MVNO Agreement, and Company
has no obligation to sell Authorized Clearwire Services under this Agreement over the bundled
Clearwire Service in the 4G MVNO Agreement.
	 
	3.2	 	Geographic Area. Company shall not offer Authorized Clearwire Services except in the
Area.
	 
	3.3	 	Rates. Company will solicit sales of Authorized Clearwire Services at the rates that
Clearwire publishes in its rate plan brochures, or other Clearwire documentation, as revised
from time to time (the “Published Rates”) and in accordance with the terms and conditions of
Clearwire’s then-current form of Subscriber agreement. Company will not vary the Published
Rates or any terms and conditions of Authorized Clearwire Services.
	 
	3.4	 	Ownership of Customer. Upon enrollment of a particular Subscriber in accordance with
Clearwire’s Activation procedures, the Subscriber becomes solely a customer of Clearwire with
respect to the Authorized Clearwire Services. Clearwire is responsible for billing and
collection efforts, as it determines to be appropriate in its sole discretion. Company will
retain no ownership right to the Subscriber data or information. This provision in no way
affects the ownership rights Company may have to the same Subscriber data through its own
customer relationships independent of the enrollment of the Subscriber to the Authorized
Clearwire Services.
	 
	3.5	 	Service. Clearwire will provide all support on the Authorized Clearwire Services
offered by Clearwire. Company will direct all Subscribers who request troubleshooting
assistance, or assistance with Activation or warranty issues, or who have problems with the
Equipment, to make contact with Clearwire’s customer service department and Company will not
provide such assistance.
	 
	3.6	 	Compliance with Clearwire Operational Procedures. Company agrees to follow
procedures that comply with Clearwire’s policies and requirements with regard to the
Activation of Subscribers on the Authorized Clearwire Services as specified in Clearwire’s
manuals and training guides as may be amended and distributed by Clearwire from time to time
upon 30 days written notice to Company. If directed to do so by Clearwire, Company may
collect from Subscribers deposits on Clearwire’s behalf securing the Subscriber’s payment to
Activate Service.
	 
	3.7	 	Inspection. Company will allow Clearwire reasonable access to Company’s public sales
facilities for inspection regarding compliance with Clearwire’s Activation policies and to
verify Company’s inventory of Equipment.




Proprietary and confidential information of Clearwire. Not for use by any third party, or
disclosure to any third party, other than Company and Clearwire and its Affiliates, except with
Clearwire’s written approval.









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	3.8	 	Access to Clearwire Systems. Company will only access Clearwire’s systems under this
Agreement to Activate Subscribers, or access Subscribers’ accounts, as authorized and
permitted by Clearwire. Company will provide and make available all equipment necessary for
such access. However, if any equipment is provided by Clearwire for use in connection with
this Agreement, such equipment shall remain the property of Clearwire. Any software provided
by Clearwire for use in connection with such equipment may be subject to a separate license
agreement. Company will not and will not allow any other Person to use its Company code(s) or
other identifying access codes or passwords provided by Clearwire.
	 
	3.9	 	Inventory and Equipment Ownership. Company agrees to deliver to Subscribers, in
accordance with Clearwire’s instructions and Activation procedures, Equipment to be used by
Subscribers of Authorized Clearwire Services. Company may only distribute Equipment to
Subscribers in the Area. The terms and conditions for the Equipment shall be reasonably
determined by Clearwire and shall be stated in the agreement between Clearwire and the
Subscriber. The policies, procedures, and economic terms concerning inventories and Equipment
ownership between the Parties will be based on future product roadmaps and compensation
structures, with such terms to be finalized no later than the Closing Date, as defined in the
TAPM.
	 
	3.10	 	Costs and Expenses. Company will be responsible for all costs and expenses
associated with its business and its performance of its obligations under this Agreement, such
as rent, utilities, employee costs, and costs associated with Equipment storage.
	 
	4.	 	Privacy.
	 
	4.1	 	Protection of Subscriber Information. Company agrees that during and after the term
of this Agreement, Company will not reveal, divulge, make known, retain, sell, exchange, give
away, or transfer in any way any information regarding Clearwire Subscribers to any Person
other than Clearwire, except with the express prior written permission of Clearwire and as
required under applicable law. Any use by Company of subscriber-specific information
(including, but not limited to, Customer Proprietary Network Information) is subject to the
orders, rules and regulations promulgated by the FCC and other regulatory agencies. If any
use of such information is determined to be in conflict with an order, rule or regulation of
the FCC or other regulatory agency, Company will cease such use immediately.
	 
	4.2	 	Customer Records.  Company will keep all Service Agreements and related documents
(“Customer Records”) at the relevant Facility for a minimum of four years from the date of
their creation, and will return them as directed by Clearwire at the end of that time period.
Alternately, Company may request to turn over the records to Clearwire before the end of the
four year period. Company will not destroy the original copies of Customer Records.
Clearwire may request that Company return Customer Records to Clearwire at any time, and
Company will immediately return the original copies of the Customer Records.
	 
	4.3	 	Safeguards. Company is fully responsible for Clearwire Subscriber
information. Company will utilize administrative, physical, and technical safeguards that
prevent the unauthorized collection, access, disclosure, and use of Clearwire Subscriber
information. These Safeguards will:






	 	A.	 	assign random passwords and other access controls so that only
employees, representatives, agents, contractors, and Subcontractors of Company who have
a business need to access or use Clearwire Subscriber information may access or use it;
	 
	 	B.	 	encrypt Clearwire Subscriber information when not directly being used by an
authorized person while on Company’s network and at all times while in course of
transmission;
	 
	 	C.	 	use appropriate firewalls, virus protection and other technical safeguards against
intrusion upon, and harmful transmissions to, any network or facility on which
Clearwire Subscriber information is stored;
	 
	 	D.	 	grant access privileges to Clearwire Subscriber information only as needed by
employees, representatives, agents, contractors and of Company who have a business need
to use that Subscriber information, and prompt revocation of such privileges when no
longer required;
and




Proprietary and confidential information of Clearwire. Not for use by any third party, or
disclosure to any third party, other than Company and Clearwire and its Affiliates, except with
Clearwire’s written approval.




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	 	E.	 	train employees and other persons with access to Clearwire Subscriber
information in proper security practices and procedures.






	4.4	 	Notice of Security Breach. Company must promptly notify Clearwire of any facts known to
Company concerning any accidental or unauthorized access, disclosure or use, or accidental or
unauthorized loss, damage or destruction of Clearwire Subscriber information by any current or
former employee, representative, contractor, or agent of Company or by any other person or
third party. Company will notify Clearwire within 24 hours of learning of the loss or theft
of Customer Records, Clearwire Confidential Subscriber information, or Product.
	 
	4.5	 	Return of Clearwire’s Subscriber information. Company will return, or at Clearwire’s
election, destroy (and certify the destruction in writing) all Clearwire Subscriber
information upon the termination or expiration of this Agreement, or earlier if requested to
do so in writing by Clearwire.
	 
	4.6	 	Customer Lists. Company will not sell or provide to any third party a list of Customers that
subscribed to Clearwire’s Services through Company’s efforts, or that Company knows have
subscribed to Clearwire Services.
	 
	5.	 	Insurance. Each party agrees to maintain insurance coverage against liability
arising out of this Agreement under one or more policies of insurance from a recognized
insurance company qualified to do business within the Area providing minimum liability
protection of one million dollars ($1,000,000.00) per occurrence for bodily and personal
injury and death and one million dollars ($1,000,000.00) per occurrence of property damage.
The CGL policies of each party will name the other party as “additional insureds,” and each
workers compensation insurance policy and/or CGL policy shall contain a waiver of subrogation
clause. Each such insurance policy shall provide for not less than thirty (30) days prior
notice to all insureds of any modification, cancellation or non-renewal. Upon request, each
party will furnish certificates of insurance or other proof satisfactory to the other party
that the insurance coverage required in this Agreement is in force.
	 
	6.	 	Financial Matters.
	 
	6.1	 	Compensation. Company will be compensated as provided on Exhibit A.
	 
	6.2	 	Records. Company will keep and maintain for four (4) years complete and accurate
records of the Clearwire Subscriber Agreements and related documents for Subscribers Activated
by Company pursuant to this Agreement. Company will provide Clearwire with all Subscriber
sales information, including any mutually agreed upon back-up documentation, such as the
identification of the store or Company’s address from which the delivery of the Equipment was
made, the date of the subscription and delivery of the Equipment, description of the Equipment
and a copy of the Subscriber’s service order completed by Company, which shall specify, among
other pertinent information, the Subscriber’s Authorized Clearwire Services Equipment number.
Company will maintain and, upon request, provide to Clearwire full, accurate and complete
back-up documentation in accordance with Clearwire’s written Activation policies covering each
Subscriber. Clearwire may deduct previously paid compensation as a charge-back from future
compensation due Company in the event that Clearwire does not receive the appropriate
documentation from Company.
	 
	6.3	 	Right to Withhold Payment. Company agrees that if Clearwire identifies a situation
in which Company’s activities violate this Agreement, Clearwire may (i) withhold payment of
compensation amounts during the investigation of activities and/or (ii) require Company to
cease all activities in connection with the Authorized Clearwire Services. Clearwire agrees
that if it identifies such a situation, it shall provide written notice to Company and Company
shall have 30 calendar days in which to remedy such situation before Clearwire exercises its
rights in (i) and/or (ii) above.
	 
	6.4	 	Overdue Payment. In the event any amount payable by Company to Clearwire is more
than 30 days overdue, Clearwire may, at its sole option, elect one or more of the following:
(i) require Company to pay its account in full; (ii) apply commissions, compensation, and any
other credits or other amounts payable by Clearwire to Company under this Agreement to reduce
Company’s accounts payable
balance; or (iii) require Company to pay interest charges in the amount of 1.5% per month,
or the




Proprietary and confidential information of Clearwire. Not for use by any third party, or
disclosure to any third party, other than Company and Clearwire and its Affiliates, except with
Clearwire’s written approval.





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EXECUTION COPY





	 	 	maximum rate allowed by law, whichever is lower, on the outstanding balance due. In
addition to the foregoing, Clearwire shall have the right to set off against any payment due
Company by Clearwire in this Agreement, any amounts owed to it by Company.
	 
	7.	 	Audit.
	 
	7.1	 	During the Term and for one (1) year thereafter, upon reasonable advance notice, once per
calendar year Clearwire or its designated representatives may audit during normal business
hours the pertinent books and records of Company relating to Company’s obligations under this
Agreement, including but not limited to, records of Activations, deactivations, and Activation
Commission accounts, for the purpose of verifying that all Activation Commissions have been
properly earned, credited and paid, that all leases and sales of Equipment are proper.
Clearwire will pay all reasonable fees and costs in connection with these audits.
	 
	7.2	 	Company may inspect Clearwire’s relevant commission records on a day mutually agreed upon by
Clearwire and Company once per calendar year. Company will pay all reasonable fees and costs
in connection with these audits.
	 
	8.	 	Use of Clearwire Marks by Company.
	 
	8.1	 	Clearwire grants Company a limited, non-exclusive, royalty free license to use Clearwire
marks in the Area for purposes consistent with the terms of this Agreement and in accordance
with Clearwire guidelines. The license granted in this Agreement will be the non-exclusive
right of Company to use the Marks solely in the Area. Such license may be revoked at any time
and Company will immediately cease use of all Marks upon notice from Clearwire. Company
recognizes the great value of the goodwill associated with the Marks, and acknowledges that
the Marks and all rights in this Agreement and goodwill pertaining to this Agreement belong
exclusively to Clearwire. All usage of the Marks by Company and any goodwill established in
connection with the Marks inures to the exclusive benefit of Clearwire and its Affiliates.
	 
	8.2	 	If Clearwire decides, in its sole discretion, to require Company to modify or discontinue use
of any Mark or substitute one or more additional trade or service marks to identify its
relationship with Clearwire, Company will comply with Clearwire’s instructions. In addition,
Company will, at Clearwire’s request, replace any signs or other material containing any
obsolete Clearwire Marks with replacement signs or material approved by Clearwire, and
Clearwire’s sole obligation will be to reimburse Company for its reasonable costs to purchase
and replace such signs or other material.
	 
	8.3	 	Upon reasonable notice from Clearwire, Company will provide Clearwire with samples of all
advertising and other literature, packages, labels, and labeling prepared by Company which use
the Marks or the logos.
	 
	8.4	 	Company agrees that all displays, banners, signs, retail store signage and other like
tangible property (individually and collectively “Signage”) which bears Clearwire’s name or
Marks is and will remain Clearwire property. Unless Clearwire earlier requests any Signage,
Company agrees to return all Signage to Clearwire promptly upon expiration or termination of
the Agreement, and to return all such Signage in good condition, less normal wear and tear, or
allow Clearwire to enter upon Company’s premises and remove the Signage (at Company’s expense)
at any time upon five (5) business days advance notice to Company.
	 
	8.5	 	Company shall not challenge the title or any rights of Clearwire (or other owners of the Marks)
in and to the Marks either during the term of this Agreement or thereafter.
	 
	8.6	 	Clearwire may commence or prosecute any claims or suits in its own name regarding the Marks
or join Company as a party to this Agreement for such purposes. When known by Company,
Company will promptly notify Clearwire in writing of any infringements or imitations by others
of the Marks. Clearwire will have the sole right to determine whether any action shall be
taken on account of any such infringements or imitations. Company shall not institute any suit
or take any action on account of any such infringements or imitations without first obtaining
the written consent of Clearwire. At Clearwire’s request, Company agrees to reasonably assist
Clearwire in order to protect
Clearwire’s




Proprietary and confidential information of Clearwire. Not for use by any third party, or
disclosure to any third party, other than Company and Clearwire and its Affiliates, except with
Clearwire’s written approval.









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rights to the Marks as provided for under this Agreement. Clearwire shall
reimburse Company for any costs associated with such request.
	 
	9.	 	Compliance with Laws and Business Practices.
	 
	9.1	 	Compliance With Laws. Each party will conduct all activities in connection with this
Agreement in compliance with all applicable laws and regulations (including, but not limited
to, rules and regulations of the FCC and state and local regulatory agencies, and federal,
state and local laws with respect to non-discrimination in government contracts).
	 
	9.2	 	Licenses. Each party will secure and maintain in force all licenses and permits
required to perform their respective obligations under this Agreement, including without
limitation, all required FCC or other permits and certifications, and business and sales tax
licenses.
	 
	9.3	 	Taxes. The Company shall be responsible for any Federal, State and/or Local income
and/or franchise taxes arising or assessed against it as a result of this Agreement. Company
shall promptly pay when due, all taxes and assessments against any real or personal property
used in connection with Company’s business, and all liens or encumbrances of every kind of
character created or placed upon or against any such property, and all accounts and other
indebtedness of every kind incurred by Company in the conduct of its business.
	 
	9.4	 	No Discrimination. Each party expressly agrees not to discriminate against any
Subscriber, employee or applicant for service because of race, color, religion, age, sex,
national origin or physical handicap during the performance of this Agreement and shall comply
with the applicable provisions of non-discrimination laws. Company agrees to submit to
Clearwire, on Clearwire’s reasonable request, a written statement that Company is in
compliance with this Section.
	 
	10.	 	Advertising.
	 
	10.1	 	Advertising and Promotion. All advertising and promotion by Company will be
completely accurate and truthful, conform to the highest standards of advertising and
applicable laws. All advertising and marketing materials which Company desires to use in
connection with the Authorized Clearwire Services under this Agreement must comply with
Clearwire’s advertising and brand guidelines. Clearwire reserves the right to terminate,
suspend, alter, modify or amend all or any part of the Advertising Guidelines at any time and
in its sole discretion upon written notice to Company. Company will not engage in any joint
advertising, press releases or other public communications, web site/internet marketing,
electronic mail solicitation or marketing or direct mail or fax campaigns with respect to
Authorized Clearwire Services under this Agreement without the prior written consent of
Clearwire. Company will return or destroy such materials to Clearwire upon request.
	 
	10.2	 	Co-Op Program. Clearwire may, from time to time, in Clearwire’s sole discretion,
implement a co-op advertising program (the “Co-Op Program”) designed to allow Company and
other Clearwire authorized representatives to gain financial assistance with advertising costs
when adhering to the Co-Op Program procedures and guidelines set forth by Clearwire from time
to time (the “Co-Op Guidelines”) and posted at www.Clearwirepartner.com. Clearwire reserves
the right to terminate, suspend, alter, modify or amend any part (or all) of the Co-Op Program
at any time and in its sole discretion. ALL ADVERTISING MUST BE APPROVED IN WRITING BY
CLEARWIRE. CLEARWIRE DOES NOT REVIEW ADVERTISING FOR CONTENT (EXCEPT AS EXPRESSLY PROVIDED IN
THE GUIDELINES), OR CONFORMITY OR COMPLIANCE WITH ANY LAWS, RULES AND REGULATIONS. COMPANY IS
SOLELY RESPONSIBLE TO DETERMINE THAT ANY ADVERTISING HAS ALL NECESSARY PERMISSIONS, CONSENTS
AND LICENSES OR THAT SUCH ADVERTISING CONFORMS WITH OR COMPLIES WITH ANY LAWS, RULES OR
REGULATIONS.
	 
	11.	 	Limitation of Liability.
	 
	11.1	 	EXCEPT FOR DAMAGES OR LIABILITY ARISING FROM A PARTY’S DUTY TO INDEMNIFY THE OTHER PARTY
UNDER THIS AGREEMENT OR A BREACH OF A PARTY’S OBLIGATIONS UNDER SECTION 17 (CONFIDENTIALITY)
OR A PARTY’S GROSS NEGLIGENCE, NEITHER PARTY HERETO WILL BE LIABLE TO THE OTHER FOR ANY
INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES
FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF




Proprietary and confidential information of Clearwire. Not for use by any third party, or
disclosure to any third party, other than Company and Clearwire and its Affiliates, except with
Clearwire’s written approval.




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	 	 	BUSINESS
INFORMATION, AND THE LIKE) ARISING OUT OF THIS AGREEMENT OR ARISING FROM OR RELATING TO THE
SERVICES OR THE EQUIPMENT, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF
CONTRACT, TORT, STRICT LIABILITY, BREACH OF WARRANTIES OR OTHERWISE, AND EVEN IF SUCH PARTY
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
	 
	11.2	 	EXCEPT FOR DAMAGES OR LIABILITY ARISING FROM A PARTY’S DUTY TO INDEMNIFY THE OTHER PARTY
UNDER THIS AGREEMENT OR A BREACH OF A PARTY’S OBLIGATIONS UNDER SECTION 17 (CONFIDENTIALITY)
OR A PARTY’S GROSS NEGLIGENCE, THE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATING TO THIS
AGREEMENT, INCLUDING WITHOUT LIMITATION ON ACCOUNT OF PERFORMANCE OR NON-PERFORMANCE OF
OBLIGATIONS HEREUNDER, REGARDLESS OF THE FORM OF THE CAUSE OF ACTION, WHETHER IN CONTRACT,
TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), STATUTE OR OTHERWISE, SHALL IN NO EVENT EXCEED
THE TOTAL OF ALL AMOUNTS PAID BY CLEARWIRE TO COMPANY UNDER THIS AGREEMENT IN THE TWELVE (12)
MONTH PERIOD PRIOR TO THE DATE ON WHICH SUCH LIABILITY AROSE.
	 
	12.	 	Assignment. Neither party may assign or transfer, directly or indirect, this
Agreement or any rights or obligations under this Agreement, without the prior written
approval of the other party, except that either party may, without the consent of the other,
assign the Agreement to a controlled subsidiary of that party or a purchaser of all or
substantially all of that party’s assets used in connection with performing this Agreement,
provided the assigning party guarantees the performance of and causes the assignee to assume
in writing all obligations of the assignor under this Agreement. The rights and obligations of
this Agreement shall bind and benefit any successors or assigns of the parties.
	 
	13.	 	Term and Termination.
	 
	13.1	 	Term. The Term of this Agreement shall be for the initial period set forth on page 1
of this Agreement (“Initial Period”) and shall include any renewal periods extending the Term
as set forth in this Section. Following the Initial Period, this Agreement shall
automatically renew in one (1) year periods, unless either party has provided the other party
with at least thirty (30) days prior written notice of its election not to renew or there is a
Termination of the Agreement. Company shall provide Clearwire written notice of the actual
date on which Company initiates business operations in the Area. Notwithstanding the
foregoing, Company agrees not to begin selling Authorized Clearwire Services until notified by
Clearwire that (i) the Authorized Clearwire Services are available and ready for sale, and
(ii) Company’s sales facilities are approved by Clearwire for the sale of Authorized Clearwire
Services.
	 
	13.2	 	Termination for Breach. If a party materially breaches this Agreement, and fails to
cure that breach within 30 days after receipt of written notice the other party may terminate
this Agreement.
	 
	13.3	 	Termination for Convenience. Each party may terminate this Agreement effective upon
thirty (30) days written notice to the other party for any reason.
	 
	13.4	 	Survival. Sections 3.4, 3.9, 3.10, 7, 11, 13, 14, 15, 16, 17, 18 and such other
terms, provisions, covenants, indemnities, representations, and warranties contained in this
Agreement that, based on their sense and context are intended to survive the performance of
this Agreement by either or both parties, shall so survive the completion of performances and
expiration or termination of this Agreement.
	 
	13.5	 	Obligations Following Termination. Upon the termination or expiration of this
Agreement, in addition to its other obligations under this Agreement and applicable law,
Company shall, and shall cause its owner(s), Affiliates and Successors to return to Clearwire
all Equipment and Clearwire Subscriber lists and related information, all information (as
hereafter defined), advertising and marketing materials, forms, and other materials containing
any Mark or otherwise identifying or relating to Authorized Clearwire Services business in the
Area.
	 
	14.	 	Non-Solicitation.
	 
		 	14.1 During the Term and for a period of one (1) year thereafter, Company will not (and
Company will not permit its officers, directors, key employees, principals, any
Sub-Representative, any Affiliate




Proprietary and confidential information of Clearwire. Not for use by any third party, or
disclosure to any third party, other than Company and Clearwire and its Affiliates, except with
Clearwire’s written approval.









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		 	of Company or any person owning a controlling interest in
Company or an Affiliate of Company to), knowingly target any Subscriber that Company
Activated on Authorized Clearwire Services for the purpose of switching the Subscriber to
wireless broadband services or other similar services from a provider other than Clearwire.
For the avoidance of doubt, the prohibition against solicitation in this section will not
restrict Company from sales resulting from communications with Clearwire subscribers which
may occur through Company’s standard mass marketing practices such as a mass marketing
campaign to a particular geographic region or customer demographic. It also does not
restrict any passive sale or Customer initiated sales made by Company.
	 
	14.2	 	Employee Non-Solicitation. During the term of this Agreement and for 6 months
thereafter, each Party is prohibited from soliciting or participating in the soliciting of
the other Party’s sales employees for any employment or contracting engagement. For avoidance
of doubt, this restriction will not apply to; a) a party’s standard recruitment efforts,
including, but not limited to posting on job websites; or b) any employee initiated contact
for job opportunities or position fulfillment.
	 
	15.	 	Miscellaneous.
	 
	15.1	 	Severability and Substitution of Valid Provisions. If a court of competent
jurisdiction finds any clause or provision of the Agreement to be unenforceable, then the
Agreement shall be deemed amended to exclude the clause or provision and the remainder of the
Agreement shall continue in full force and effect.
	 
	15.2	 	Waiver of Obligations. Failure or delay by a party to exercise any right or remedy
shall not be a waiver and shall not prevent the enforcement of that or any other right. Any
waiver of a breach shall not waive the right to assert a later breach and all waivers shall be
in writing and executed as provided in this Agreement.
	 
	15.3	 	Rights of Parties are Cumulative. The rights of Clearwire and Company in this
Agreement are cumulative and no exercise or enforcement by Clearwire and Company of any right
or remedy in this Agreement shall preclude the exercise or enforcement by Clearwire or Company
of any other right or remedy in this Agreement or which Clearwire or Company is entitled by
law to enforce.
	 
	15.4	 	Governing Law. Except to the extent governed by United States law that preempts
state law, this Agreement shall be interpreted under and governed by the laws of the State of
New York irrespective of choice of law principles. Unless otherwise required by this
Agreement or applicable law, any legal action or other legal proceeding relating to this
Agreement shall be brought or otherwise commenced in the state or federal court in the State
of New York.
	 
	15.5	 	Cooperation. Matters relating to this Agreement may be an issue before various
regulatory bodies. Upon reasonable notice by a party, the other party agrees to fully
cooperate with the requesting party regarding any such matters. The requesting party agrees to
reimburse the other party for reasonable costs expended in supplying such cooperation.
	 
	15.6	 	Binding Effect. This Agreement is binding upon the parties to this Agreement, their
respective executors, administrators, heirs, assigns and successors in interest.
	 
	15.7	 	Impossibility of Performance. Neither Clearwire nor Company shall be liable for loss
or damage or deemed to be in breach of this Agreement if its failure to perform its
obligations results from: (i) compliance with any law, ruling, order, regulation, requirement
or instruction of any federal, state or municipal government or any department or agency or
court of competent jurisdiction; (ii) acts of God; (iii) acts or omissions of the other party;
or (iv) fires, strikes, embargos, war, insurrection or riot. Any delay resulting from any of
said causes shall extend performance accordingly or excuse performance, in whole or in part,
as may be reasonable.
	 
	15.8	 	Interpretation. Nothing in this Agreement is intended, nor shall be deemed, to
confer any rights or remedies upon any person or legal entity not a party to this Agreement.
The headings of Sections contained in this Agreement are for convenience only and do not
define, limit or construe the contents of such Sections. This Agreement shall be interpreted
and governed without regard as to which party
to this Agreement drafted the Agreement. This Agreement may be executed in multiple copies,
each of which shall be deemed an original.




Proprietary and confidential information of Clearwire. Not for use by any third party, or
disclosure to any third party, other than Company and Clearwire and its Affiliates, except with
Clearwire’s written approval.




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	16.	 	Indemnity.
	 
	16.1.	 	Company shall indemnify and hold harmless Clearwire and its Affiliates, and the directors,
shareholders, agents and employees of any of them (“Indemnitees”), from and against any fine,
penalty, loss, cost, damage, injury, claim, expense, demand, settlement or liability
(individually or collectively “Liabilities”) arising from Company’s actions or omissions under
this Agreement.
	 
	16.2	 	Clearwire shall indemnify and hold harmless Company and its Affiliates, and the directors,
shareholders, agents and employees of any of them (“Indemnitees”), from and against any fine,
penalty, loss, cost, damage, injury, claim, expense, demand, settlement or liability
(individually or collectively “Liabilities”) arising from Clearwire’s actions or omissions
under this Agreement.
	 
	16.3	 	Upon request of the indemnified party, the indemnifying party shall, at no cost or expense to
any Indemnitee, defend and/or settle any claim, proceeding, appellate proceeding, or suit
against Indemnitees for Liabilities, whether or not litigation is actually commenced, or the
allegations are groundless or create the potential for Liabilities, and pay any costs,
attorney fees, and any judgment and/or settlement that may be incurred by any Indemnitee,
under this Section or the enforcement of its rights under this Section. The indemnifying
party shall also (i) keep the Indemnitee and any other Indemnitees subject to such Liabilities
fully informed as to the progress of such defense and/or settlement, and (ii) afford the
Indemnitee or any Indemnitee, each at its own expense, an opportunity to participate on an
equal basis with the Indemnitor in the defense or settlement of any such Liabilities.
	 
	16.4	 	Clearwire agrees to indemnify, defend and hold Company harmless from any third party claim
that Clearwire’s Marks directly infringe on any United States copyright, trademark, service
mark, or trade secret arising from the Authorized Clearwire Services.
	 
	16.5	 	Each Party will notify the other in writing immediately upon the occurrence of any of the
following events that arise directly or indirectly in connection with this Agreement: (a) any
claim made against a Party or; (b) any investigation by any governmental authority; or (c) any
suit or other legal action brought against a Party.
	 
	17.	 	Confidential Information.
	 
	17.1	 	Definition of Confidential Information. 






	 	(A)	 	Definition. “Confidential Information” means information
received by a party in the course of this Agreement that is (1) marked as
confidential or proprietary, or (2) that given the nature of the information or
the circumstances surrounding its disclosure to or receipt, reasonably should be
considered as confidential. Confidential Information may be reduced to writing,
maintained on any form of electronic media, or maintained in the mind or memory
of the receiving party and may be compiled by Clearwire or Company.
	 
	 	(B)	 	Examples. Examples of Confidential Information include the
Agreement, information regarding existing and potential Clearwire Subscribers,
Clearwire Subscriber lists, prospects provided by Clearwire for the purpose of
direct marketing the Clearwire Services and Equipment, customer referral
programs, Clearwire’s unique sales and servicing methods, advertising and
promotional materials and techniques, pricing materials and techniques, vendor
and product information, training courses and materials, and insurance and
credit policies.






	17.2	 	Exceptions to Confidential Information. The receiving party is not obligated to
protect Confidential Information that is:






	 	(A)	 	In the public domain through no fault of the receiving party;
	 
	 	(B)	 	Within the legitimate possession of the receiving party, with no
confidentiality obligations;




Proprietary and confidential information of Clearwire. Not for use by any third party, or
disclosure to any third party, other than Company and Clearwire and its Affiliates, except with
Clearwire’s written approval.




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	 	(C)	 	Lawfully received by the receiving party from a third party
having rights in the information without restriction, and without notice of
restriction against its further disclosure; or
	 
	 	(D)	 	Independently developed by the receiving party without breaching
this Agreement, or by parties who have not had, either directly or indirectly,
access to or knowledge of the Confidential Information.






	 	17.3	 	Protection of Confidential Information. The receiving party will take reasonable
measures to avoid disclosure or unauthorized use of the Confidential Information, including at
a minimum those measures that it takes to protect its own confidential information, but in no
event less than a reasonable standard of care. Each party will utilize reasonable procedures
to prevent the unauthorized use and disclosure of Confidential Information.
	 
	 	17.4	 	Disclosure of Confidential Information. The receiving party will not disclose
Confidential Information except to its employees, agents or subcontractors that need to know
the Confidential Information to perform Company’s duties under this Agreement, and only to the
extent justifiable by that need. The receiving party must ensure that its employees, agents
and subcontractors are subject to a confidentiality agreement consistent with this Agreement.
The disclosing party may move the ordering court or authority for a protective order or other
appropriate relief.
	 
	 	17.5	 	Use of Confidential Information. The receiving party will use the Confidential
Information only in the course of performing its duties under this Agreement.
	 
	 	17.6	 	Copying of Confidential Information. The receiving party will not make any copies of
Confidential Information, except as permitted in writing by the disclosing party. Copies of
Confidential Information are subject to the confidentiality protections of this Agreement.
	 
	 	17.7	 	Limitations on Export of the Confidential Information. The receiving party will not
export any Confidential Information in any manner contrary to the export regulations of the
United States.
	 
	 	17.8	 	Return of Confidential Information. Each party will return, without keeping copies,
all Confidential Information of the other party upon the expiration or termination of this
Agreement.
	 
	 	18.	 	Notices
	 
	 	 	 	All notices or other communications related to this Agreement must be directed to the
parties’ address listed on page 1, and must be in writing, and will be deemed given on
the day deposited in the U.S. mail (postage prepaid, certified or registered, return
receipt requested), sent by air express courier with charges prepaid, or the date of
transmission by telecopy or other electronic transmission service (with receipt
confirmed). Each party will notify the other in writing with confirmed receipt of any
changes to the notice information.




Proprietary and confidential information of Clearwire. Not for use by any third party, or
disclosure to any third party, other than Company and Clearwire and its Affiliates, except with
Clearwire’s written approval.




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Exhibit A

Compensation




[*****]



Proprietary and confidential information of Clearwire. Not for use by any third party, or
disclosure to any third party, other than Company and Clearwire and its Affiliates, except with
Clearwire’s written approval.




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Exhibit B – AREA

Additional Locations




None as of the Effective Date of the Agreement.




	 	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 




Proprietary and confidential information of Clearwire. Not for use by any third party, or
disclosure to any third party, other than Company and Clearwire and its Affiliates, except with
Clearwire’s written approval.





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