Unassociated Document


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

    
       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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      Final Execution Copy - 

     

    
      	
              [*]
                Mobile Services Reseller Agreement

            	
              Agreement
                Number:

              ([*]
                will complete)

            	 ______________


    

     

    This
      [*]
      Mobile Services Reseller Agreement (“Agreement”) is between the entities
      identified below. 

     

    The
      “Effective Date” of this Agreement will be the date [*] signs the Agreement
      after execution by Company as specified below. In this Agreement, “Company”
means IXI Mobile, Inc.; and “[*]” means [*] Corporation. [*] and Company are
      sometimes referred to individually as a “Party” and collectively as the
“Parties” in this Agreement. Each party agrees to notify the other in accordance
      with Section 15.1 if the information below changes during the Term.


     

    
      	
              “Company”:

              IXI
                Mobile, Inc

            	 	
              “[*]”:

              [*]

            
	
              Street
                Address: 

            	 	
              Street
                Address:

              [*]

            
	
              City
                and State / Province:

            	 	
              City
                and State: 

              [*]

            
	
              ZIP
                Code:

            	 	
              ZIP
                Code:

              [*]

            
	
              Contact
                Name:

            	 	
              [*]
                Account Manager Name, Location:

              [*]

            
	
              Phone
                Number:

            	 	
              Phone
                Number:

              [*]  

            
	
              Fax
                Number:

            	 	
              Fax
                Number:

              [*]

            
	
              E-Mail
                Address:

            	 	
              E-Mail
                Address:

              [*]  

            
	
              For
                the Attention of:

            	 	
              For
                the Attention of:

               

            
	
              Accounts
                Payable Contact Name, Phone Number and Email Address:

               

               

            	 	 
	
              NOTICES
                Information (if different from above):

               

              Company
                Name, Street Address , City and State / Province, ZIP Code:

               

               

            	 	
              All
                NOTICES must also be sent to:

               

              [*]

              Law
                and Corporate Affairs

               

            
	
              Fax
                Number: 

            	 	
              Fax
                Number: 

               

            
	
              For
                the Attention of:

            	 	
              For
                the Attention of:

              [*]

            


    

    


    This
      Agreement consists of this cover page, the enclosed Terms and Conditions,
      Exhibits, and any addenda or amendments entered into in writing under this
      Agreement, as well as any Service Schedules executed by the Parties at any
      time
      hereunder. These documents form the entire agreement between Company and [*]
      and
      supersede all prior and contemporaneous communications, agreements or contracts,
      whether oral or written, concerning the subject matter hereof, and no agreements
      or understandings varying or extending this Agreement, shall be binding upon
      any
      Party hereto unless agreed to in writing and signed by a duly authorized officer
      or representative thereof. 

    
      	 	 	 	 
	IXI Mobile,
              Inc.	 	 	[*]
	 	 	 	 
	By
              (sign):  
              /s/	 	 	
              By
                (sign):   [*]

            
	
              
                

              

              Name
                (print):

            	 	 	
              
                

              

              Name
                (print): [*]

            
	Title:	 	 	
              Title:
                [*]

            
	Date:	 	 	
              Effective
                Date: [*]

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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      Final Execution Copy - 

     

    TERMS
      AND CONDITIONS

    


    1. Background
      and Purpose. [*]
      develops, operates and/or markets Internet-based information and communications
      services accessible to a significant installed base of users via Mobile Devices
      and the World Wide Web,
      and
      Company provides mobile content and publishing services to Carriers in the
      Territory. The purpose of this Agreement is to appoint Company as a
      non-exclusive reseller in the Territory, and to establish the process for
      Company to provide [*] Mobile Services to Subscribers via Carriers. This
      Agreement is non-exclusive and the Parties will be free to enter into agreements
      with any Third Party(ies) covering cooperation on services, technologies and/or
      products within the scope of this Agreement.

     

    2. Definitions.
      The
      terms
      set forth below will have the following meanings:

     

    “Acceptance”
      or “Accepted” shall
      have the meaning set forth in the Testing Process for the applicable [*] Mobile
      Service. 

     

    “Affiliate”
      shall
      mean a legal entity that (a) owns and controls a Party, directly or indirectly,
      or (b) is owned and controlled, directly or indirectly, by a Party, or (c)
      is directly or indirectly under common ownership and control with a
      Party.

     

    “Aggregate
      Information” shall
      mean usage data or other information about multiple Subscribers on an aggregate
      basis that does not contain Personally Identifiable Information.

     

    “Carrier”
      shall
      mean a mobile telecommunications network operator and/or provider of mobile
      telecommunications services providing services within the Territory and listed
      in Exhibit A hereto. 

     

    “Carrier
      Agreement”
      shall
      mean an agreement between Company and a Carrier necessary for the provision
      of
      the Services and for generating revenue including without limitation agreements
      relating to: (i) the termination and origination of Services by the Carrier;
      and
      (ii) billing and collection of fees from Subscribers using the [*] Mobile
      Services.

     

    “Carrier
      Network(s)”
      shall
      mean the telecommunications switching equipment, cell site transceiver equipment
      and other equipment and systems which are owned, operated, leased or managed
      by
      the Carrier (including its relevant Affiliates) for the provision of the
      [*] Mobile Services in any part of the Territory.

     

    “Carrier
      User Data” shall
      mean all data, whether Aggregate Information or Personally Identifiable
      Information, generated or collected by Carrier in connection with a user’s
      registration and use of the Company Services.

     

    “Company
      Marks” shall
      mean those trademarks of Company which are set forth on Exhibit D hereto, and
      such other trademarks, if any, that Company may from time to time identify
      for
      [*] and which the Parties shall agree, in writing, as being “Company Marks”
within the meaning of this Agreement.

     

    “Company
      Services”
      means
      the wireless network services offered by Company or a Carrier, including but
      not
      limited to the Company or Carrier network and any Company or Carrier solutions
      developed by or for Company or Carrier, that enable Subscribers to access one
      or
      more [*] Mobile Services via Mobile Devices under the terms of this Agreement.
      

     

    “Input”
      shall
      mean suggestions, comments or other feedback which either Party may, from time
      to time during the course of this Agreement, provide to the other Party with
      respect to the [*] Mobile Services and Company Services,
      respectively.

     

    “[*]
      Marks” shall
      mean those trademarks of [*] which are set forth on Exhibit D hereto, and such
      other trademarks, if any, that [*] may from time to time identify for Company
      and which the Parties shall agree, in writing, as being “[*] Marks” within the
      meaning of this Agreement.

     

    “[*]
      User
      Data” shall
      mean
      all
      data, whether Aggregate Information or Personally Identifiable Information,
      generated or collected by
      or
      for
      [*]
      under
      the terms of any [*] user agreement in connection with a user’s registration and
      use of the Services,
      including but not limited to all data collected via the Provisioning
      Services.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

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        Final Execution Copy - 

       

    

    “Mobile
      Device” shall
      mean a wireless device, including, but not limited to a phone, a personal
      digital assistant or any other wireless device that enables a Subscriber or
      potential Subscriber to access the Services provided by Company to a Carrier
      or
      Company.

     

    “[*]
      Mobile Services” shall
      mean the [*] mobile services of [*] that the Parties elect to include within
      this Agreement by identification in one or more Services Schedules that may
      be
      executed from time to time by the Parties hereunder. 

     

    “[*]
      Mobile Services Marketing Agreement”
      means
      the marketing and trademark licensing agreement in the form provided by [*]
      to
      Company from time-to-time, which agreement is signed by Carrier and [*] (but
      not
      by Company). 

     

    “[*]
      Mobile Site”
means
      [*]’s website located at [*] or such other location as [*] may designate from
      time to time.

     

    “Non-Disclosure
      Agreement”
      shall
      mean that certain Non-Disclosure Agreement by and between the Parties dated
      as
      of [*].

     

    “Non-Priority
      Territory” shall
      mean any country that is not a Priority Territory.

     

    “Patent(s)”
      shall
      mean patents of any Third Party that are issued and enforceable in [*].

     

    “Person”
      shall
      mean any individual person, corporation, partnership, co-partnership, limited
      liability company, firm, joint venture, association, joint stock company, trust,
      estate, unincorporated organization, or
      other
      entity, however organized.

     

    “Personally
      Identifiable Information” means
      information: (a) that identifies or can be used to identify, contact or locate
      the individual person to whom such information pertains, or (b) from which
      identification or contact information of an individual person can be derived.
      Personally Identifiable Information includes, but is not limited to: name,
      address, phone number, fax number, email address, social security number or
      other government-issued identifier, and credit card information. Additionally,
      to the extent any other information (such as, but not necessarily limited to,
      a
      personal profile, unique identifier, biometric information and/or IP address)
      is
      associated or combined with Personally Identifiable Information, then such
      information also will be considered Personally Identifiable
      Information.

     

    “Priority
      Territories” shall
      mean the territories set forth in Exhibit A. 

     

    “Provisioning
      Services” shall
      mean, with respect to each [*] Mobile Service, the provisioning services
      developed, implemented, hosted and maintained by each Party that enable
      Subscribers to sign-up for and configure such [*] Mobile Service, as more fully
      described in the applicable Service Schedule. 

     

    “Services”
      shall
      mean the [*] Mobile Services provided to Subscribers and potential Subscribers
      via the Carrier Network using the Company Services. 

     

    “Service
      Schedule” shall
      mean a schedule to this Agreement that identifies one or more [*] Mobile
      Services and is executed by the Parties at any time hereunder.

     

    “Subscribers” shall
      mean an individual having access to the [*] Mobile Services via the Company
      Services through a Carrier with whom Company has a Carrier
      Agreement.

     

    “Term”
      shall
      mean the period of time from the Effective Date until the termination or
      expiration of this Agreement, including any renewal periods, as stated in
      Section 10 below.

     

    “Territory”
      shall
      mean the Countries set forth in Exhibit A. 

     

    “Testing
      Process” shall
      mean, with respect to each [*] Mobile Service, the testing process that must
      be
      performed prior to launch of such [*] Mobile Service by each Carrier, as is
      more
      fully described in the applicable service schedule. 

     

    “Third
      Party” shall
      mean any Person not a Party to this Agreement.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    

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        Final Execution Copy - 

       

    

    “User
      Data”
      shall
      mean both the [*] User Data and the Carrier User Data. 

     

    3. Services.

     

    3.1 General. [*]
      hereby appoints Company as a reseller of the [*] Mobile Services to Carriers
      in
      the Territory during the Term, and the Company agrees to act in that capacity,
      subject to the terms and conditions of this Agreement. Company
      may only resell the [*] Mobile Services to a Carrier that: (i) has designated
      Company as an [*] Mobile Reseller in the [*] Mobile Services Marketing Agreement
      accepted and executed by [*]; and (ii) is located in the Territory.


     

    3.2 Service
      Delivery.
      [*]
      will, in accordance with the terms set forth in this Agreement, provide
      applicable [*] Mobile Service to the Company upon Acceptance of such [*] Mobile
      Service. Company
      will, in accordance with the terms set forth in this Agreement, provide the
      Company Services. [*] hereby authorizes Company to provide
      the [*] Mobile Services to existing and potential Subscribers via the Carrier
      Network using the Company Services.

     

    a. Connectivity.
      The
      Parties will establish technical connections between the [*] Mobile Services
      platform, the Company Services and the Carrier Network to enable the
      provisioning of the Services to Subscribers. Company is responsible for
      obtaining and for providing [*] with configuration data required for
      establishing such connectivity as is further detailed in each applicable Service
      Schedule. Each party, at its option, may engage a Third Party to provide any
      of
      such technical connections. 

     

    b. Suspension
      of Service.
      [*] may
      suspend its performance under this Agreement, in whole or in part, at any time
      if, and for the period of time that [*], in its sole and absolute discretion,
      reasonably believes that suspension of its performance under this Agreement
      is
      necessary to ensure the integrity, security, performance, and availability
      of
      the [*] Mobile Service. [*] will negotiate in good faith any request from
      Company for relief of the Company’s Target (as such term is defined in Schedule
      1 herein) if [*] suspends the [*] Mobile Services. Any such request by Company
      will be deemed a Dispute under Section 8.2 below and be governed by the terms
      of
      Section 8.2. 

     

    c. Branding.
      The [*]
      Mobile Services shall include the primary branding of [*], in [*]’s sole
      discretion.

     

    3.3 [*]
      Rights and Obligations.

     

    a. Changes
      to the [*] Mobile Services.
      [*]
      shall have sole control over the content and functionality of the [*] Mobile
      Services. [*] may vary, alter, reduce, redesign, substitute, remove or suspend
      any of the components of the [*] Mobile Services at any time without notice.
      

     

    b. Provisioning
      Services.
      [*] will
      provide such Provisioning Services as may be specified in the applicable Service
      Schedule. 

     

    c. Customer
      and Operational Support.
      [*]
      shall provide [*]-tier support and maintenance services for Company’s [*]-tier
      support organization. [*] shall use commercially reasonable efforts to maintain
      and support the [*] Mobile Services and any Provisioning Services for which
      it
      is responsible in accordance with the applicable operational support procedures
      set forth in Exhibit C. 

     

    d. Reservation
      of Rights.
      [*]
      reserves all rights not expressly granted herein.

     

    3.4 Company’s
      Rights and Obligations.

     

    a. Testing
      Process.
      Company
      will test each [*] Mobile Service in accordance with the Testing Process set
      forth in the applicable Service Schedule. Each Party shall use commercially
      reasonable efforts to cause each of the [*]
      Mobile Services to be Accepted. 

     

    b. Technical
      Requirements.
      Company
      shall ensure that the Carrier Network, the Company Services comply with the
      technical requirements for provisioning of the [*] Mobile Services as further
      detailed in the applicable Service Schedule. 

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    

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        Final Execution Copy - 

       

    

    c. Carrier
      and Subscriber Support.
      As
      between [*] and Company, Company shall be responsible for [*]- and [*]-tier
      support and maintenance services for Carriers and Subscribers, including without
      limitation, the Operational Support Procedures set forth in Exhibit C.


     

    d. Changes
      to Company Services and Mobile Devices.
      Except
      as may be otherwise provided in a Service Schedule, Company shall use
      commercially reasonable efforts to give [*] at least [*] prior written notice,
      or other notice as reasonably practicable, of any material change to the Company
      Services or the Carrier Network of which Company is aware and would reasonably
      be expected to have a material effect on delivery and/or deployment of the
      [*]
      Mobile Services.

     

    e. Subscriber
      Billing.
      As
      between the Parties, Company shall be responsible for setting and collecting
      fees from Carriers for Subscribers access to the [*] Mobile Services and all
      direct communications with Subscribers regarding access to the [*] Mobile
      Services, and any end user agreement required for access to the Company
      Services, including but not limited to all terms and conditions related to
      the
      setting and collecting of any fees from Subscribers for access to the [*] Mobile
      Services.  

     

    3.5 Carrier
      Agreements and [*]
      Mobile Services Marketing Agreement.
      

     

    a. General.
      Company
      is responsible for negotiating and implementing Carrier Agreements with
      Carriers. Company will be responsible for all contractual negotiations and
      communication, technical communications, dispute resolution, implementation
      and
      support to Carriers pursuant to such Carrier Agreements. With the exception
      of
      any applicable terms contained in this Agreement, Company has complete
      discretion to establish with the Carrier the pricing and all other terms and
      conditions regarding Company’s provision of [*] Mobile Services to such Carrier.
      The negotiation of these terms between Company and the Carrier will not be
      subject to approval or review by [*] in any way. With respect to the [*] Mobile
      Services Marketing Agreement, Company may, subject to Section 3.5(b) below,
      present the form of the [*] Mobile Services Marketing Agreement to a prospective
      Carrier, but Company is not authorized to modify or negotiate in any manner
      the
      terms of the [*] Mobile Services Marketing Agreement. [*] reserves the right
      to
      accept or reject, in its sole discretion, any changes proposed by a Carrier
      to
      the [*] Mobile Services Marketing Agreement; provided, however, that [*] will
      use commercially reasonable efforts to enter into the [*] Mobile Services
      Marketing Agreement with Carrier in a reasonably timely manner. 

     

    b. Prioritization.
      Company
      may only present [*] Mobile Services Marketing Agreement form to prospective
      Carriers that Company reasonably believes will commercially deploy the [*]
      Mobile Services to potential Subscribers, within [*]
      after
      the
      effective date of a [*]
      Mobile Services Marketing Agreement;
      provided,
      however, that Company may request, and [*] at its sole discretion may grant,
      exceptions to this requirement. Company must implement a validation process,
      documented in writing, to ensure that Carriers meet these criteria and make
      the
      documentation data available to [*] upon request.

     

    c. Information.
      Company
      shall [*] notify [*] (i) of any Carrier that is presented, by Company, with
      the
      [*] Mobile Services Marketing Agreement. Company shall notify [*] in writing
      [*]
      upon entering into a Carrier Agreement. Company shall provide [*] with at least
      [*] notice prior to launch of the [*] Mobile Services with a Carrier. Company
      shall keep [*] reasonably informed on a regular basis about the status of
      pending discussions with Carriers and on a [*] basis provide [*] with a written
      sales forecast including without limitation expected number of Carrier
      Agreements during the next [*] period, requested commercial launch dates and
      such other sales related information that [*] may reasonably expect in order
      to
      assist [*] plan the for roll out and commercial deployment of the [*] Mobile
      Services. 

     

    d.  Minimum
      Terms of the Carrier Agreement.
      Company
      will use commercially reasonable efforts to ensure, at a minimum, that each
      Carrier Agreement contain terms protective of [*] as follows: (a) terms that
      are
      at least as protective of [*]’s rights interests as the terms contained in
      Sections 3.2(b), 3.2(c), and 3.4(d) and such terms that are explicitly set
      forth
      in the applicable Service Schedule (excluding Section 3.1 of Service Schedule
      1
      hereto), (b) terms that disclaim, to the extent permitted by applicable law,
      all
      warranties by [*] and any liability by [*] for any damages, whether direct,
      indirect, or consequential, arising from the [*] Mobile Services; and (c) terms
      stating that the Carrier shall provide Company with necessary subscriber
      information as necessary to provide the reports in Section 5.2 below on a [*]
      basis; (d) terms stating that the Carrier is responsible for the billing
      relationship with the Subscriber and as such is responsible for collection
      of
      all applicable value added taxes to be collected from Subscribers of the
      Services for their use of the Services and remittance of such collected taxes
      to
      the appropriate taxing authority; unless such billing and collection services
      are provided by Company; and (e) terms that include [*] as a third party
      beneficiary thereof with respect to [*]’s intellectual property rights. For the
      purposes of this Section 3.5(d) commercially
      reasonable efforts
      means
      that Company will ensure (i) that said minimum terms will be presented and
      duly
      negotiated with the Carrier; (ii) that [*] is notified about if and what terms
      the Carrier is unwilling to accept; and (iii) that Company will not, without
      [*]’s express written consent, deliver [*] Mobile Services to such Carrier
      unless such minimum terms are approved by the Carrier. 

     

    
      
        
        

      

      
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          Final Execution Copy - 

         

      

    

    e. Reservation
      of Rights.
      [*]
      expressly reserves the right at any time during the Term to terminate any [*]
      Mobile Services Marketing Agreement pursuant to its terms. [*] agrees to notify
      Company in writing of the termination of any Carrier to whom Company is
      provisioning [*] Mobile Services. [*] will use all commercially reasonable
      efforts to give Company [*] prior notice [*] of such event. Such notification
      to
      Company will include the Carrier’s name and current contact information. All
      notifications will be sent via a courier service able to track package delivery.
      Following such a notice, Company will immediately cease the provisioning of
      [*]
      Mobile Services to the terminated Carrier. If [*] so terminates a Carrier’s [*]
      Mobile Services Marketing Agreement, Company will [*]. [*] will negotiate in
      good faith any request from Company for relief of the Company’s Target (as such
      term is defined in Schedule 1 herein) if [*] terminates a Carrier’s [*] Mobile
      Services Marketing Agreement. Any such request by Company will be deemed a
      Dispute under Section 8.2 below and be governed by the terms of Section 8.2.
      

     

    f. Termination
      of Relationship with a Carrier.
      In the
      event that Company’s relationship with a Carrier terminates, the Carrier may
      appoint a new [*] Mobile Reseller and Company must notify [*] in writing of
      such
      termination. Company will use all commercially reasonable efforts to give [*]
      prior notice [*] of such event. Such notification to [*] will include the
      Carrier’s name and current contact information. All notifications will be sent
      via a courier service able to track package delivery. Company’s rights and
      obligations hereunder with respect to such Carrier will terminate [*] from
      [*]’s
      receipt of the required notice or upon the date of termination of Company’s
      relationship with the Carrier, whichever occurs later. 

     

    4. Marketing
      

     

    4.1 Marketing
      Plan.
      The
      Parties will use commercially reasonable efforts to comply with the agreed
      marketing plan. 

     

    5. Fees;
      Payments.

     

    5.1 Fees.
      Company
      shall pay to [*], with respect to each [*] Mobile Service, the fees set forth
      in
      the applicable Service Schedule in accordance with Section 5.3
      below. 

     

    5.2 Invoices
      to Company.
      Within
      [*] from the end of each [*] following the commercial launch of the [*] Mobile
      Service with the first Carrier hereunder, [*] shall deliver one or more invoices
      to Company for all fees due hereunder for all applicable [*] Mobile Services
      for
      such [*]. Except as otherwise provided in a Service Schedule, such fees will
      be
      determined based on [*]. Company
      shall provide such reasonable and necessary information as [*] may specify
      from
      time to time and mutually agreed to by written notice in order for [*] to
      prepare each invoice. 

     

    Within
      [*] from the end of each [*], Company shall deliver to [*] a written summary
      for
      such [*] including items mutually agreed to by Company and [*]. Such summary
      shall include the following detail by Carrier:

     

    
      	 	
              ·

            	
              Number
                of [*] subscriptions or transactions for the
                [*]

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    
      

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              ·

            	
              Number
                of [*] instant messages sent and received by Subscribers in that
                month

            


    

     

    
      	 	
              ·

            	
              Number
                of [*] email messages sent and received by
                Subscribers

            


    

     

    
      	
               

            	
              ·

            	
              For
                the [*] market only, number of Subscribers for each [*] Mobile Service
                for
                the month 

            


    

     

    
      	 	
              ·

            	
              Number
                of [*], where [*] are those Subscribers who accessed one or more
                [*]
                Mobile Services in that month

            


    

     

    
      	 	
              ·

            	
              If
                available to Company, Number of Subscribers who cancelled an [*]
                Mobile
                Service in that month

            


    

    


    In
      addition, such summary may include, at Company’s reasonable discretion, the
      following detail by Carrier and such other reasonable and necessary information
      as [*] may request from time to time:

    


    
      	 	
              ·

            	
              Number
                of [*] contacts per Subscriber

            


    

     

    
      	 	
              ·

            	
              Email
                attachment size per email

            


    

     

    
      	 	
              ·

            	
              Email
                attachment type (e.g., document, photo, etc.) per
                email

            


    

     

    5.3 Payments
      to [*].
      All
      amounts payable by Company under this Agreement are due and owing [*] after
      the
      receipt of [*]’s invoice of such amounts. If payment is not received by [*] by
      such date, Company may be assessed a finance charge (accruing from the due
      date
      until payment is received) equal to the [*] of (a) [*] of the unpaid invoice
      amount per month or (b) [*]. [*] Company will pay the full amount of the invoice
      in U.S. dollars by bank wire transfer or, if directed by [*], by electronic
      funds transfer through an Automated Clearing House (“ACH”) with electronic
      remittance detail attached, to the following address or such other addresses
      as
      may be specified by [*] from time to time:

    
       

      [*]
        

    

     

    Company
      will include the Agreement number and the [*] invoice number, if any, on each
      electronic payment. 

     

    5.4 [*]’s
      Audit of Company Records.
      During
      the Term and for [*]
      thereafter,
      Company agrees to keep all books and records it deems usual and proper relating
      to the calculations of payments due to [*] under this Agreement. To verify
      such
      calculations, [*] may, during the Term and for [*]
      thereafter,
      at its sole cost and expense, subject to the balance of this Section 5.4, review
      copies of such books and records strictly relating to the calculation of
      payments due under this Agreement. Any audit or inspection under this Section
      will be conducted following at least [*]
      prior
      written notice by [*], and in a manner that does not unreasonably interfere
      with
      Company’s operations. Company agrees to provide [*]’s designated audit and/or
      inspection team with copies of such relevant books and records strictly relating
      to calculation of payments due under this Agreement. In addition,
      if any
      audit
      or inspection conducted under this Section reveals that Company has materially
      underpaid the [*] fees due hereunder, Company will pay the reasonable costs
      of
      such audit or inspection, [*].

     

    a. Materiality.
      For
      purposes of this Section, “materially” shall mean that actual payments due as
      disclosed by an audit
      are more
      than
      [*] more than Company has actually paid during any particular payment period
      covered by such audit.

     

    b. Frequency.
      Unless
      the prior audit revealed that Company has materially under-paid fees, [*] shall
      be entitled to conduct an audit or inspection under the terms of this Section
      only [*] during each [*] of the Term, and only [*] per [*] following the
      Term.

     

    c. Confidentiality.
      The
      books, records, other materials disclosed and results of any inspection or
      audit
      hereunder will be subject to the confidentiality obligations referenced in
      Section 11.1 of this Agreement.

     

    5.5 Taxes.
      

     

    a. The
      amounts to be paid by [*] to [*] hereunder [*] foreign, U.S. federal, state,
      local, municipal or other governmental taxes, duties, levies, fees, excises
      or
      tariffs, arising as a result of or in connection with the transactions
      contemplated under this Agreement including, without limitation, any state
      or
      local sales or use taxes or any value added tax or business transfer tax now
      or
      hereafter imposed on the provision of services to Company by [*] under this
      Agreement, regardless of whether the same are separately stated by [*]. All
      such
      taxes (and any penalties, interest, or other additions to any such taxes),
      with
      the exception of taxes imposed on [*]’s net income or with respect to [*]’s
      property ownership, shall be the financial responsibility of [*]. 

     

    
      
        
        

      

      
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    b. [*]
      will
      pay all applicable value added, sales and use taxes and other taxes levied
      on it
      by a duly constituted and authorized taxing authority on the services provided
      under this Agreement or any transaction related thereto in each country in
      which
      the services are being provided or in which the transactions contemplated
      hereunder are otherwise subject to tax, regardless of the method of delivery.
      Any taxes that are owed by [*], (i) as a result of entering into this Agreement
      and the payment of the fees hereunder, (ii) are required or permitted to be
      collected from [*] by [*] under applicable law, and (iii) are based upon the
      amounts payable under this Agreement (such taxes described in (i), (ii), and
      (iii) above the “Collected Taxes”), shall be remitted [*], whereupon, upon
      request, [*] shall provide to [*] tax receipts or other evidence indicating
      that
      such Collected Taxes have been collected by [*] and remitted to the appropriate
      taxing authority. [*] may provide to [*] an exemption certificate acceptable
      to
      [*] and to the relevant taxing authority (including, without limitation, a
      resale certificate) in which case, after the date upon which such certificate
      is
      received in proper form, [*] shall not collect the taxes covered by such
      certificate.

     

    c. If,
      after
      a determination by foreign tax authorities, any taxes are required to be
      withheld, on payments made by [*] to [*],[*] may deduct such taxes from the
      amount owed [*] and pay them to the appropriate taxing authority; provided
      however, that [*] shall promptly secure and deliver to [*] an official receipt
      for any such taxes withheld or other documents necessary to enable [*] to claim
      a U.S. Foreign Tax Credit. [*] will make certain that any taxes withheld are
      minimized to the extent possible under applicable law.

     

    d.    As
      between the Parties, [*] shall be solely responsible for the collection of
      applicable taxes from Carriers and Subscribers, as and if
      applicable.

     

    e.    
      This Section 5.5 shall govern the treatment of all taxes arising as a result
      of
      or in connection with this Agreement notwithstanding any other section of this
      Agreement.

     

    6. Advertising

     

    If
      Company wishes to include any advertising in the [*] Mobile Service, then
      Company agrees that [*] has the option to sell such advertisements on behalf
      of
      Company, and [*]. [*], in its sole discretion, may impose its standard
      advertising guidelines for advertisements in the [*] Mobile Services, including
      preclusing any advertisements from a competitor of [*].

     

    7. Subscriber
      Data. 

     

    7.1 [*]
      Retains Rights.
      [*]
      will retain all rights in any [*] User Data that it collects from Subscribers
      via the [*] Mobile Services, subject to the terms of applicable user agreement
      and this Section 7 and all applicable laws. To the extent permitted by
      applicable law Company shall disclose and license on a perpetual royalty free
      basis to [*] all [*] User Data relating to Subscribers generated as a result
      of
      the Company Services. 

     

    7.2 Sharing
      User Data.
      Neither
      party shall be obligated to share with the other party hereto any Carrier User
      Data that it may collect hereunder, except as is reasonably required to provide
      the Company Services and perform the obligations set forth herein. If either
      party provides to the other any User Data that is Personally Identifiable
      Information, then such receiving party will: (a) be permitted to use such shared
      User Data solely for the purpose of performing its obligations under this
      Agreement, (b) not disclose any such shared User Data to any Third Party (other
      than contractors engaged, under appropriate written terms of confidentiality,
      to
      assist with the provision of the Services and/or [*] Mobile Services),
(c)
      utilize appropriate security measures (including, but not necessarily limited
      to, access control mechanisms and encryption keys, if applicable) to protect
      such shared User Data from unauthorized access, use, disclosure, alteration
      or
      destruction, and
      (d)
      return such shared User Data to the providing party upon the soonest to occur
      of
      (i) receipt by the receiving party of a written request from the providing
      party
      for return of such shared User Data, or (ii) upon termination or expiration
      of
      this Agreement. 

     

    
      
        
        

      

      
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    7.3  Aggregate
      Information.
      With
      respect to Aggregate Information generated specifically by usage of the [*]
      Mobile Services by Subscribers, each Party agrees that the Aggregate Information
      (a) must be used in accordance with the applicable user agreement for the [*]
      Mobile Services, as well as applicable law, and (b) may not be provided or
      made
      available to a competitor of the other Party during the Term. 

     

    8. Designated
      Managers and Escalation of Disputes.

     

    8.1 Designated
      Managers.
      Each
      Party shall designate managers (the “Designated Manager”) who shall coordinate
      the Parties’ respective obligations under this Agreement. The Designated
      Managers shall be employees of Company and [*] tasked to oversee the performance
      of the relationship. Each Party may change its Designated Manager(s) from time
      to time, but shall inform the other Party of such a change. The Designated
      Managers shall meet periodically to discuss plans and issues as necessary,
      but
      not less than once per calendar quarter.

     

    The
      initial Designated Managers shall be:

     

    
      	
              Company

            	
              [*]

            
	
              Peter
                Fornell

              peterf@ixi.com

              (650)551-0600

            	
              [*]

              [*]

              [*]

            


    

     

    8.2 Escalation
      of Disputes.
      In the
      event any dispute, claim, question or difference between the Parties (a
“Dispute”) arises with respect to the interpretation of this Agreement or the
      Parties’ performance, enforcement, breach, or termination thereof, the
      Designated Managers shall consult and negotiate with each other for at least
      [*],
      in good
      faith and understanding of their mutual interests, in an attempt to reach a
      just
      and equitable solution to such Dispute that is satisfactory to all
      Parties.

     

    If
      this
      fails to provide an agreed solution, the matter shall be immediately escalated
      to the following senior executives of each Party, who shall similarly consult
      with each other with regard to such Dispute for at least another [*]:

     

    
      	
              Company

            	
              [*]

            
	
              Peter
                Fornell

              peterf@ixi.com

              (650)551-0600

            	
              [*]

              [*]

              [*]

            


    

     

    Notwithstanding
      the foregoing, nothing
      in this Agreement will be deemed to prevent either Party, in the event of
      unauthorized disclosure of Confidential Information
      or
      violation of intellectual property rights, from
      seeking or obtaining injunctive or other equitable relief at any time in any
      court of competent jurisdiction. In addition, neither Party shall be precluded
      by this Section 8.2 from
      seeking any form of judicial or other relief that may be available to such
      Party
      after [*]
      following
      the date that a Dispute arises, unless the Parties otherwise agree in writing
      to
      suspend such activities pending further negotiation of such Dispute pursuant
      to
      this Section 8.2.
      

     

    9. Intellectual
      Property.

     

    9.1 No
      Joint Development.
      The
      Parties do not contemplate that there will be any joint development of
      intellectual property under this Agreement. The Parties shall not engage in
      joint development except as they may separately agree, in writing, in advance.
      

     

    a. [*]
      Intellectual Property.
      Any
      intellectual property now owned or subsequently developed by
      [*] or
      its suppliers, that is offered by [*] for use as part of or in connection with
      the [*] Mobile Services,
      will
      continue to be owned by [*].

     

    
      
        
        

      

      
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    b. Company
      Intellectual Property.
      Any
      intellectual property now owned or subsequently developed by
      Company or its suppliers, that is offered by Company for use as part of
or
      in
      connection with the Company Services, will
      continue to be owned by Company.

     

    9.2 Rights.
      Neither
      Party shall have any rights to any materials, content or technology provided
      by
      the other Party hereunder, except as specifically provided in this Agreement
      (including but not limited to any Service Schedule hereto), and neither shall
      alter, modify, copy, edit, format, translate, create derivative works of or
      otherwise use any materials, content or technology provided by the other Party
      except as explicitly provided herein, or as approved in advance, in writing,
      by
      the other Party.

     

    a. [*]
      Mobile Specifications.
      To the
      extent that [*] provides Company with any written technical specifications
      or
      documentations with respect to the [*] Mobile Services or any related [*]
      software, products technologies or services (“[*] Mobile Specifications”), such
      [*] Mobile Specifications are licensed to Company on a nonexclusive,
      non-assignable, non-sublicenseable basis, and may be used by Company solely
      for
      the purpose of providing Input to [*] (except as otherwise expressly provided
      in
      a Service Schedule or as may be otherwise agreed to in writing by the Parties).
      

     

    b. Company
      Specifications.
      To the
      extent that Company provides [*] with any written technical specifications
      or
      documentations with respect to the Company Services (“Company Specifications”),
      such Company Specifications are licensed to [*] on a nonexclusive,
      non-assignable, non-sublicenseable basis, and may be used by [*] solely for
      the
      purpose of providing Input to Company (except as otherwise expressly provided
      in
      a Service Schedule or as may be otherwise agreed to in writing by the
      Parties).

     

    9.3 Input.
      

     

    a. To
      [*]. 
      Upon disclosure by the Company to [*] of any Input regarding the [*] Mobile
      Services, the product and service roadmap for the [*] Mobile Services, or any
      other addition to the [*] Mobile Services as presented to Company by [*],
      Company shall be deemed to have granted [*] a nonexclusive, worldwide,
      perpetual, irrevocable, fully paid, royalty-free, assignable and transferable
      license as to such Input, including all intellectual property rights therein,
      to
      make, use, reproduce, modify, adapt, create derivative works based on,
      translate, distribute (directly and indirectly), transmit, display and perform
      publicly, license, rent, lease, and sell such Input (and derivative works
      thereof) as part of any [*] software, products, technologies and services,
      and
      to sublicense any or all of the foregoing rights (but only with respect to
      [*]
      software, products technologies and services). Company agrees that it shall
      not
      knowingly provide [*] with any Input that is subject to license terms that
      seek
      to require any [*] software, products, technologies or services incorporating
      or
      derived from such Input, or other [*] intellectual property, to be licensed
      to
      or otherwise shared with any third party.  

     

    b. To
      Company. 
      Upon disclosure by [*] to the Company of any Input regarding the Company
      Services, the product and service roadmap for the Company Services, or any
      other
      addition to the Company Services as presented to [*] by Company, [*] shall
      be
      deemed to have granted Company a nonexclusive, worldwide, perpetual,
      irrevocable, fully paid, royalty-free, assignable and transferable license
      as to
      such Input, including all intellectual property rights therein, to make, use,
      reproduce, modify, adapt, create derivative works based on, translate,
      distribute (directly and indirectly), transmit, display and perform publicly,
      license, rent, lease, and sell such Input (and derivative works thereof) as
      part
      of any Company software, products, technologies and services, and to sublicense
      any or all of the foregoing rights (but only with respect to Company’s software,
      products, technologies and services).   [*] agrees that it shall not
      knowingly provide Company with any Input that is subject to license terms that
      seek to require any Company software, products, technologies or services
      incorporating or derived from such Input, or other Company intellectual
      property, to be licensed to or otherwise shared with any third
      party.

     

    
      
        
        

      

      
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    c. Process.
      Sections 9.3(a) and (b) above will apply if Input is disclosed by Company to
      [*]
      or by [*] to Company, as applicable, unless the Parties agree otherwise applying
      the following process. In the event that either Company or [*] wish to disclose
      Input to the other party but not pursuant to the terms set forth above it shall
      provide the other Party with prior written notice together with any proposed
      change(s) to the Agreement. To enable the disclosure the Parties will negotiate
      in good faith for including the proposed change(s) to the Agreement by written
      amendment. If good faith negotiations do not result in an acceptable agreement
      for the parties, no disclosure of the Input shall be made. For the avoidance
      of
      doubt neither Company nor [*] is under any obligation whatsoever to disclose
      or
      otherwise reveal any Input or other trade secret(s) to the other party under
      this Agreement. 

     

    9.4   
      Marks.
      

     

    a.       
      Company
      Marks License. 
      Subject to Section 9.4(c) below, Company hereby grants [*] the non-exclusive,
      royalty free, personal, revocable, non-transferable right to use the Company
      Marks
      during
      the term
      of this
      Agreement solely in promotional and marketing materials about the provision
      of
      [*] Mobile Services to Company Users, as such are more fully described in the
      Marketing Plan, provided such uses shall be strictly in accordance with the
      procedures and guidelines set forth in the trademark usage guidelines included
      in Exhibit D.  

     

    b.       
      [*]
      Marks License. 
      Subject to Section 9.4(c) directly below, [*] hereby grants Company the
      non-exclusive, royalty free, personal, revocable, non-transferable right to
      use
      the [*] Marks during the term of this Agreement solely in promotional and
      marketing materials about the provision of [*] Mobile Services to Company Users,
      as such are more fully described in the Marketing Plan, provided such use shall
      be strictly in accordance with the procedures and guidelines set forth in the
      trademark usage guidelines included in Exhibit D. 

     

    c.       
      Use
      of Marks. 
      Prior to the first use of any of the other Party’s Marks in the manner permitted
      herein, the Party using such Marks shall submit a sample of such proposed use
      to
      the other Party for its prior written approval.  

     

    i.        
      In
      addition, if there are modifications to a Party’s Marks after the first approved
      use of such Marks, such modifications must be submitted to the owner of such
      Marks for approval prior to the modified use.   Such approval will not
      be unreasonably withheld.

     

    ii.      
      Without
      limiting the generality of the foregoing, each Party shall strictly comply
      with
      all standards with respect to the use of the other Party’s Marks which may be
      furnished by such Party from time to time, including but not limited to those
      set forth in Exhibit D, and all uses of the other Party’s Marks in proximity to
      the trade name, trademark, service name or service mark of any other person
      shall be consistent with the standards furnished by the other Party from time
      to
      time.  

     

    iii.    
      Neither
      Party shall create a combination mark consisting of one or more Marks of each
      Party.  

     

    iv.     
      All
      uses
      of the other Party’s Marks shall inure to the benefit of the Party owning such
      Mark.  Each Party hereby acknowledges and agrees that, as between the
      Parties hereto, the other Party is the owner of the Marks identified as its
      Marks on the applicable Exhibit to this Agreement,
      and all
      goodwill associated therewith shall inure to the benefit of the Party owning
      said Marks. 
      

     

    v.       
      Either
      Party may make updates or changes that apply to its customers generally to
      the
      list of Marks usable by the other Party hereunder at any time by [*] written
      notice to the other Party. 

     

    vi.     
      During
      the term of this Agreement, neither Party shall use, register, or attempt to
      register, in any country, any name,  trademark or domain name identical or
      confusingly similar to the other Party’s Marks.  The owner Party shall have
      the sole right to and in its sole discretion may control any action concerning
      its Marks.

     

    
      
        
        

      

      
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    vii.   
      Any
      materials, activities, products, or services distributed or marketed by a Party
      in conjunction with the other Party’s Marks shall: (i) meet all terms of this
      Agreement, (ii) meet or exceed standards of quality and performance generally
      accepted in the industry, and (iii) comply with all applicable laws, rules,
      and
      regulations.  Each Party shall fully correct and remedy any deficiencies in
      its use of the other Party’s Marks and/or the quality of any materials,
      activities, products, or services it offers or markets in conjunction with
      the
      other Party’s Marks, upon reasonable notice from the other Party. 

     

    viii. 
      Neither
      Party is granted, and neither shall purport, to permit any Third Party to use
      the other Party’s Marks in any manner without such other Party’s written
      consent. 

     

    ix.     
      Each
      Party shall immediately cease all use of the other Party’s Marks upon expiration
      or termination of this Agreement.

     

    d.       
      Reservation
      of Rights. 
      Each Party reserves all rights not expressly granted herein.

     

    e.       
      Protection
      of Marks.
      At the
      other Party’s expense, each Party shall reasonably assist the other Party in
      protecting and maintaining the other Party’s rights in the Marks. The owner of a
      Mark shall have the sole right to and in its sole discretion may commence,
      prosecute or defend, and control any action concerning its Mark(s). 
Neither Party shall contest the validity of, or by act or omission jeopardize,
      or take any action inconsistent with, the other Party’s rights or goodwill in
      its Marks in any country, including attempted registration of the Marks, or
      use
      or attempted registration of any mark confusingly similar thereto.

     

    10. Term
      and Termination. 

     

    10.1 
      Term.
      The
      initial Term of this Agreement shall commence on the date that this Agreement
      is
      signed (the “Effective Date”) and shall continue for [*]
      following
      [*]
      of
      any
      [*] Mobile Service hereunder with the first Carrier (the “Term”).

     

    10.2 
      Termination.
      Except
      as expressly provided elsewhere in this Agreement, either Party may terminate
      this Agreement under the following conditions: 

     

    a. For
      Cause.
      Without
      prejudice to any other available remedies, either Party may terminate this
      Agreement if the other Party is in material breach hereof and, with the
      exception of breaches involving violations of the law, has not cured such
      material breach to the reasonable satisfaction of the non-breaching Party within
      [*] after having been notified, in writing, of the material breach.

     

    b. For
      Bankruptcy/Insolvency.
      Without
      prejudice to any other available remedies, either Party may terminate this
      Agreement immediately following written notice to the other Party, if the
      noticing Party: (a) ceases to do business in the normal course, (b) becomes
      or
      is declared insolvent or bankrupt, (c) is the subject of any proceeding related
      to its liquidation or insolvency (whether voluntary or involuntary) which is
      not
      dismissed within [*], or (d) makes an assignment for the benefit of
      creditors.

     

    c. For
      Violation of the Law.
      Without
      prejudice to any other available remedies, either Party may terminate this
      Agreement with [*] prior written notice following a factual substantiation
      and
      legal determination that the other Party has failed to substantially comply
      with
      all applicable laws and regulations governing the other Party’s performance
      under this Agreement.

     

    d.  Failure
      to sign a Carrier Agreement or Failure to Launch. If
      no
      Carrier Agreement has been signed between the Company and a Carrier in the
      Territory within [*] from the Effective Date, or if no [*] Mobile Services
      has
      been commercially deployed by a Carrier hereunder within [*] from the Effective
      Date, then either Party may terminate this Agreement with [*] prior written
      notice.

     

    10.3  Transition.
      The
      Parties shall agree on and implement a commercially reasonable transition plan
      during the transition period for the migration of the Services to [*] or any
      replacement Third Party provider selected by [*]. Each Party shall cooperate
      with the other with respect to the termination of this Agreement and will use
      commercially reasonable efforts to perform its obligations under the transition
      plan.

     

    
      
        
        

      

      
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    10.4 
      Survival.
      In the
      event of expiration or termination of this Agreement for any reason, Sections
      2,
      5.3, 5.4, 5.5, 7, 9.1, 9.3, 10.3, 10.4, 11-15 hereof, and all other Sections
      under this Agreement that by their nature would continue beyond the expiration
      or termination, shall survive expiration or termination

     

    11. Confidentiality.

     

    11.1  Non-Disclosure
      Agreement.
      Confidential
      Information of the Parties exchanged in connection herewith shall be as defined,
      and treated in accordance with, the provisions of the Non-Disclosure Agreement,
      the terms and conditions of which are incorporated herein by this reference.
      The
      Parties further agree that all terms and conditions of this Agreement shall
      be
      deemed Confidential Information as defined therein. 

     

    11.2  Publicity.
      Except
      for legally mandated disclosures or pursuant to the rules of the applicable
      stock exchanges on which the securities of the Parties are traded, no Party
      shall issue any press release or make any public announcement(s) disclosing
      the
      terms of this Agreement (including but not limited to any Exhibit hereto)
      without the prior written consent of the other Party. Notwithstanding the prior
      sentence, the Company may issue a press release regarding execution of this
      Agreement within [*]
      of
      the
      Effective Date, such press release to be reviewed and approved by
      [*].

     

    12. Warranties,
      Representations and Covenants.

     

    12.1  Company
      Representations, Warranties and Covenants.
      Company
      represents, warrants and covenants to [*] that:

     

    a. Authority.
      Company
      has the power and authority to enter into this Agreement and to fully perform
      its obligations hereunder. Company is not subject to any agreements that
      conflict with its obligations hereunder.

     

    b. Right
      to Operate.
      Company
      has obtained, and shall maintain in full force during the Term hereof, such
      federal, state, provincial, municipal and/or other governmental authorizations
      as are necessary to operate and to otherwise perform its obligations under
      this
      Agreement, and shall be in substantial compliance with all applicable laws
      and
      regulations governing such performance.

     

    c. Carrier
      Support.
      Use
      commercially reasonable efforts to service and support its Carriers and promptly
      inform the appropriate [*] contact of any difficulties it encounters in
      servicing its Carriers.

     

    d. No
      Representations or Warranties.
      Company
      shall not make any representations or warranties concerning the [*] Mobile
      Services or any other [*] product or service inconsistent with this Agreement,
      except as may be specifically authorized, in writing, by [*].

     

    12.2 
      [*] Representations, Warranties and Covenants. [*]
      represents, warrants and covenants to Company that:

     

    a. Authority.
      [*] has
      the power and authority to enter into this Agreement and to fully perform its
      obligations hereunder. [*] is not subject to any agreements that conflict with
      its obligations hereunder.

     

    b. Right
      to Operate.
      [*] has
      obtained, and shall maintain in full force during the Term hereof, such federal,
      state, provincial, municipal and/or other governmental authorizations as are
      necessary to operate and to otherwise perform its obligations under this
      Agreement, and shall be in substantial compliance with all applicable laws
      and
      regulations governing such performance. 

     

    c. No
      Representations or Warranties.
      [*] will
      not make any representations or warranties concerning the Company Services
      or
      any other Company products or services except as may be specifically authorized,
      in writing, by Company.

     

    12.3  No
      Other Warranties.
      ALL
      PRODUCTS, SERVICES OR OTHER MATERIALS DELIVERED UNDER THE TERMS OF THIS
      AGREEMENT SHALL BE “AS IS,” WITHOUT WARRANTY OR CONDITION OF ANY KIND, AND THE
      ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE THEREOF IS ASSUMED BY THE
      RECEIVING PARTY AND ITS CUSTOMERS; AND, EXCEPT FOR THE EXPRESS WARRANTIES SET
      FORTH IN SECTIONS 12.1 AND 12.2, EACH PARTY DISCLAIMS ANY AND ALL WARRANTIES
      OR
      REPRESENTATIONS, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT
      LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT
      AND FITNESS FOR A PARTICULAR PURPOSE. 

     

    
      
        
        

      

      
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    WITHOUT
      LIMITING THE FOREGOING, [*] EXPRESSLY DISCLAIMS ANY WARRANTIES THAT ACCESS
      TO OR
      USE OF THE [*] MOBILE SERVICES SHALL BE UNINTERRUPTED OR ERROR-FREE.


     

    Notwithstanding
      any other provision of this Agreement, neither Party shall have any liability
      for any Third Party content provided, made available or delivered through the
      [*] Mobile Services or the Company Services.

     

    13. Defense
      of Claims.

     

    13.1 
      Defense of Claims by [*]. Subject
      to the remainder of this Section 13.1 and Sections 13.3 and 14 below, [*] will
      defend and hold harmless Company and its directors, officers and employees
      against a lawsuit or other judicial action brought by a Third Party who is
      not
      an Affiliate of Company for any claims that
      the
      [*] Mobile Services or any materials provided by [*] in connection with delivery
      of the [*] Mobile Services infringe such Third Party’s Patent, copyright,
      trademark, or other intellectual property right or misappropriate its trade
      secret
      and will
      pay the amount of any resulting adverse final judgment (or settlement to which
      [*] consents) from such lawsuit or other judicial action.

     

    [*]’s
      obligations hereunder with respect to any Third Party Patent claim shall apply
      solely to the extent such claims wherein the [*] Mobile Services alone, without
      combination or modification, constitute direct or contributory infringement
      of
      such Third Party Patent claim. In addition, [*]’s obligations hereunder with
      respect to any claims described herein shall not extend to any claim, adverse
      final judgment or damages to the extent arising from: (i) specifications,
      services, content or other materials not provided by [*]; (ii) Company’s
      implementations, if any, of any specifications provided by [*] hereunder; (iii)
      Company’s use or distribution of any component of the [*] Mobile Services after
      [*] notifies Company in writing to discontinue use or distribution due to such
      a
      claim or after [*] completes one of the actions described in the first sentence
      of the following paragraph; (iv) damages attributable to the value of the
      distribution or use of a non-[*] Mobile Services product, data or business
      process or (v) alteration of the [*] Mobile Services, or any component thereof
      by Company or any Third Party not approved by [*].

     

    If
      [*]
      receives information concerning an infringement claim related to any component
      of the [*] Mobile Services, it may, at its expense, but without obligation
      to do
      so, either (i) procure for Company the right to continue to use or distribute
      the allegedly infringing component, or (ii) modify the component or replace
      it
      with a functional equivalent, to make it non-infringing, in which case Company
      will stop using or distributing the allegedly infringing component immediately.
      

     

    13.2  Defense
      of claims by Company.
      Subject
      to the remainder of this Section 13.2 and Sections 13.3 and 14 below, Company
      will defend and hold harmless [*] and its directors, officers and employees
      against a lawsuit or other judicial action brought by a Third Party who is
      not
      an Affiliate of [*] for any claims that
      the
      Company Services or any materials provided by Company in connection with
      delivery of the Company Services or delivery of the [*] Mobile Services via
      the
      Company Services infringe such Third Party’s Patent, copyright, trademark, or
      other intellectual property right or misappropriate its trade secret,
and
      will
      pay the amount of any resulting adverse final judgment (or settlement to which
      Company consents) from such lawsuit or other judicial action.

     

    Company’s
      obligations hereunder with respect to any Third Party Patent claim shall apply
      solely to the extent such claims wherein the Company Services or other Company
      materials alone, without combination or modification, constitute direct or
      contributory infringement of such Third Party Patent claim. In addition,
      Company’s obligations hereunder with respect to any claims described herein
      shall not extend to any claim, adverse final judgment or damages to the extent
      arising from: (i) specifications, services, content or other materials not
      provided by Company; (ii) [*]’s implementations, if any, of any specifications
      provided by Company hereunder; (iii) [*]’s use of any component of the Company
      Services after Company notifies [*] in writing to discontinue use due to such
      a
      claim or after Company completes one of the actions described in the first
      sentence of the following paragraph; (iv) damages attributable to the value
      of
      the use of a non-Company product, data or business process; or (v) alteration
      of
      the Company Services, or any component thereof by [*] or any Third Party not
      approved by Company. 

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    If
      Company receives information concerning an infringement claim related to any
      component of the Company Services or any other Company materials, it may, at
      its
      expense, but without obligation to do so, either (i) procure for [*] the right
      to continue to use or distribute the allegedly infringing item, or (ii) modify
      the item or replace it with a functional equivalent, to make it non-infringing,
      in which case [*] will stop using or distributing the allegedly infringing
      item
      immediately. 

     

    13.3  Process.
      For the
      purposes hereof, the “Defending Party” shall mean the Party having defense
      obligations pursuant to the foregoing provisions, the “Defended Party” shall
      mean the Party and/or all applicable third parties being defended pursuant
      to
      the foregoing provisions, and a “Claim” shall mean a claim for which the
      Defended Party is to be defended pursuant to the foregoing provisions. The
      Defended Party shall promptly notify the Defending Party in writing, specifying
      the nature of the Claim and the total monetary amount or other relief sought
      therein. The Defending Party shall be given sole control over the defense or
      settlement of such Claim, and shall conduct all proceedings or negotiations
      in
      connection therewith. The Defended Party shall cooperate with the Defending
      Party in all reasonable respects in connection with the defense of any such
      Claim, and the Defending Party shall reimburse the Defended Party for all
      reasonable out-of-pocket expenses incurred in providing such cooperation.


     

    14. Exclusion
      of Damages; Limitation of Liability. 

     

    [*]
      AND
      REGARDLESS OF WHETHER LIABILITY IS BASED ON BREACH OF CONTRACT, TORT (INCLUDING
      NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTIES, OR OTHER LEGAL
      THEORY:

     

    (A)
      NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL,
      CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES ARISING OUT OF OR RELATED IN ANY
      WAY
      TO THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, SUCH DAMAGES FOR LOSS OF
      BUSINESS PROFITS AND/OR BUSINESS INFORMATION, EVEN IF SUCH PARTY HAS BEEN
      ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND 

     

    (B)
      THE
      MAXIMUM AGGREGATE LIABILITY OF ONE PARTY TO THE OTHER PARTY UNDER THIS AGREEMENT
      FOR ANY REASON, INCLUDING, WITHOUT LIMITATION, UNDER THE DEFENCE OBLIGATIONS
      SET
      FORTH IN SECTION 13 HEREOF, SHALL BE EQUAL TO [*]
      HEREUNDER;

     

    PROVIDED
      THAT THE
      FOREGOING EXCLUSIONS AND LIMITATIONS SHALL NOT APPLY TO ANY DAMAGES ARISING
      FROM
      EITHER PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS CONTAINED IN SECTION 11
      HEREOF OR INFRINGEMENT OF THE OTHER PARTY’S INTELLECTUAL PROPERTY
      RIGHTS.

     

    15. General.

     

    15.1 
      Notices.
      All
      notices under this Agreement must be addressed to a Party (as specified on
      the
      first page of this Agreement) and sent by one of the following methods: (1)
      postage prepaid, certified or registered mail, return receipt requested; (2)
      overnight courier (e.g., DHL, Federal Express, Airborne), charges prepaid,
      confirmation requested; or (3) facsimile, with confirmation of delivery. Notices
      will be deemed delivered on the date shown on the postal return receipt or
      on
      the overnight courier or facsimile confirmation of delivery. 

     

    15.2  Relationship
      of the Parties.
      Nothing
      herein contained shall be deemed to create an association, partnership, joint
      venture, trust, agency or other relationship between the Parties. No Party
      shall
      enter into any agreement with any Third Party on behalf of the other, nor shall
      either Party be empowered to bind or commit, or purport to be empowered to
      bind
      or commit, the other Party to any Third Party. Except as provided for herein,
      no
      Party is authorized to represent the other Party without its prior written
      approval.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    
      

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          Final Execution Copy - 

         

      

    

    15.3  Counterparts.
      This
      Agreement may be executed by facsimile and in counterparts, each of which will
      be deemed an original, and all of which together shall constitute one and the
      same instrument.

     

    15.4  Construction.
      If a
      court of competent jurisdiction holds any term, covenant or restriction of
      this
      Agreement to be illegal, void or unenforceable, in whole or in part, the
      remaining terms, provisions, covenants and restrictions of this Agreement will
      remain in full force and effect and will in no way be affected, impaired or
      invalidated. If any provision in this Agreement is determined to be
      unenforceable in equity because of its scope, duration, geographical area or
      other factor, then the court making that determination will have the power
      to
      reduce or limit such scope, duration, area or other factor, and such provision
      will be then enforceable in equity in its reduced or limited form.
      Notwithstanding that certain provisions of this Agreement may contemplate that
      the Parties will mutually determine or agree upon certain matters (“Future
      Understandings”), each Party acknowledges and agrees that the Parties’ failure
      to mutually determine or agree as to any Future Understandings is not a breach
      of this Agreement by either Party and does not give rise to any cause of action
      or right to pursue remedies for breach on the part of either Party; and the
      Parties’ failure to mutually determine or agree as to any Future Understandings
      does not excuse either Party’s performance of its other obligations under this
      Agreement unless under this Agreement the Party’s other obligations are
      expressly conditioned upon the Parties’ agreement upon the Future
      Understandings. Section headings in this Agreement are for convenience only
      and
      shall not be construed to affect the meaning of any provision of this
      Agreement.

     

    15.5  Assignment.
      Neither
      Party may assign this Agreement, or any rights or obligations hereunder, without
      the express written consent of the other Party (such consent not to be
      unreasonably withheld or delayed). Any attempted assignment by a Party in
      violation of this Section shall be void and shall constitute a material default
      and breach of this Agreement. A change of control of a Party by any means,
      including but not limited to by operation of law or by sale of securities or
      assets, shall be considered an assignment for the purposes of this
      Agreement. 

     

    15.6 
      Expenses.
      Except
      as otherwise expressly provided herein, each Party shall be responsible for
      all
      costs and expenses incurred in connection with the performance of its
      obligations hereunder.

     

    15.7  Governing
      Law and Jurisdiction.
      This
      Agreement and all matters relating thereto will be construed and controlled
      by
      the laws of the State of Washington, without regard to the conflict of laws
      provisions thereof, and each Party consents to the exclusive jurisdiction of
      the
      federal and state courts sitting in King County, Washington. If either [*]
      or
      Company employs attorneys to enforce any rights arising out of or relating
      to
      this Agreement, the prevailing Party will be entitled to recover such of its
      reasonable attorneys' fees, costs and other expenses as may be awarded by the
      court in its discretion. The foregoing choice of jurisdiction and venue shall
      not prevent either Party from seeking injunctive relief with respect to a
      violation of intellectual property rights, confidentiality obligations or
      enforcement or recognition of any award or order in any appropriate
      jurisdiction. The 1980 United Nations Convention on Contracts for the
      International Sale of Goods and its related instruments will not apply to this
      Agreement.

     

    15.8 
      Force Majeure.
      Except
      for payment obligations, neither Party shall be deemed to be in default of
      or to
      have breached any provision of this Agreement as a result of any delay, failure
      in performance or interruption of service, resulting directly or indirectly
      from
      acts of God, acts of civil or military authorities, civil disturbances,
      terrorism, wars, strikes or other labor disputes, fires, flood, storm,
      explosions, or any other cause which is beyond the reasonable control of such
      Party provided that such Party makes reasonable efforts to promptly remedy
      the
      failure or delay when such cause is eliminated. If a Party’s failure or delay of
      performance is excused by this Section for thirty (30) days or more, the other
      Party may, but shall not be obligated to, immediately terminate this Agreement
      upon written notice to the non-performing Party.

     

    15.9 
      Non-waiver.
      No
      waiver of any breach of any provision of this Agreement shall constitute a
      waiver of any prior, concurrent or subsequent breach of the same or any other
      provisions hereof, and no waiver shall be effective unless made in writing
      and
      signed by an authorized representative of the waiving Party.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    

      Service
        Schedule 1

       

      “[*]
        and [*] Client Services”

       

      This
        Service Schedule No. 1 dated [*] (the “Schedule Date”) by and between [*]
        Corporation (“[*]”) and IXI Mobile, Inc. (“Company”) amends the [*] Mobile
        Reseller Agreement between such parties dated [*] (the “Agreement”). Capitalized
        terms not otherwise defined herein have the meanings ascribed to them in
        the
        Agreement.

      


      
        	
                1.

              	
                [*]
                  AND [*] CLIENT SERVICES

              


      

       

      The
        “Client Service” is a mobile version of [*] and [*] that may be accessed by a
        Client Service Subscriber via a Client and Client Services Server solution
        that
        communicates with the [*] Mobile Server using the [*] in the manner described
        in
        this Service Schedule. The Client Service, which may be changed or updated
        by
        [*] from time to time pursuant to Section 3.3(a) of the Terms and Conditions,
        is
        included as an [*] Mobile Service within the Agreement as of the date hereof.
        This Service Schedule covers [*] and [*] Client Services operating only on
        Company’s Mobile Devices as defined below. 

      


      
        	
                2.

              	
                DEFINITIONS

              


      

       

      As
        used
        in this Service Schedule (whether in the singular or plural), the following
        capitalized terms shall have the following meanings. Other capitalized terms
        have the meanings ascribed to them elsewhere in this Agreement.

        

      “Certification”
        means
        the process of reviewing the Client’s compliance with the Specifications as more
        fully described in Section 3 and the Certification Guidelines.

      7.  

      “Certification
        Guidelines”
        means
        the criteria and processes documentation provided by [*] to Company upon
        request
        by Company, as updated or otherwise amended by [*] from time to time, related
        to
        various levels of Certification performed pursuant to this
        Agreement.

       

      “Certification
        Vendor”
        means a
        third party specifically authorized by [*] to perform Certification tests
        in
        accordance with Section 3 of this Agreement.

       

      “Client”
        means
        Company’s software client intended for use on a Mobile Device that is capable of
        directly accessing the Service pursuant to the terms and conditions of this
        Agreement.

       

      “Client
        Developer” means
        the
        company that under separate license with [*] has developed the Client.


       

      “Client
        Services Server”
        means a
        server application(s) for the Service, or any third party server application(s)
        authorized by [*] to access the Service, that run on a secured Company or
        such
        third party network server and facilitate communication between the Client
        and
        the [*] Mobile Server via, on the back-end, the Mobile Services Protocol.
        

      


      “Client
        Service Subscriber”
        means a
        Subscriber that subscribes to the [*] Mobile Service.

      


      “Final
        Certification” or
        “Finally
        Certified”
        shall
        have the meaning set forth in Section 3.2.

       

      “Mobile
        Services Protocol” or “[*]”
        means
        the set of rules and standards for enabling Mobile Devices to connect with
        the
        [*] Mobile Servers, as updated or otherwise amended by [*] from time to time
        in
        [*]’s sole discretion. 

       

      “[*]
        Services”
        means
        the electronic mail service offered on [*] (or any other URL(s) designated
        by
        [*]) from time to time in so far as it provides an ability to send and receive
        emails, including any upgrades, subsequent releases or future versions thereof,
        but excluding any other services or functionalities offered on that site
        whether
        current or future.

       

      “[*]
        Services”
        means
        the [*] instant messaging and presence services offered on [*] (or any other
        URL(s) designated by [*]) from time to time, including any upgrades, subsequent
        releases or future versions thereof, but excluding any other services or
        functionalities offered on that site whether current or future.

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

      
        

          -
            Final Execution Copy - 

           

        

      

      “[*]
        Mobile Server”
        means
        [*] server application(s) that run on a [*] server and, for purposes of
        providing the Service, enable access to portions of the Service
        network.

       

      “Pre-Certification”
        or
        “Pre-Certified”
        shall
        have the meaning set forth in Section 3.1.

       

      “Re-Certification”
        or
        “Re-Certified”
        shall
        have the meaning set forth in Section 3.3.

       

      “Service”
        means a
        mobile version of [*] or [*] Services, and any other mobile services offered
        by
        [*] in its sole discretion that may be accessed by a Subscriber via a Client
        that communicates with the [*] Mobile Server using the [*] in the manner
        described in this Agreement. 

       

      
        	
                3.

              	
                CERTIFICATION
                  

              


      

       

      
        	 	
                3.1

              	
                Pre-Certification.
                  Company may, at its discretion, submit a release candidate of the
                  Client
                  to a Certification Vendor to obtain initial Certification
                  (“Pre-Certification”) pursuant to the criteria and processes set forth in
                  the Certification Guidelines. As between the Parties, Company shall
                  be
                  responsible for all Pre-Certification fees charged by the Certification
                  Vendor for Certification services. Any Client obtaining Pre-Certification
                  shall still be required to receive Final Certification as described
                  in
                  this Section 3.

              


      

        

      
        	 	
                3.2

              	
                Final
                  Certification.
                  Company acknowledges that a Client shall undergo end-to-end evaluation
                  by
                  a Certification Vendor with a specific Carrier network, Client
                  Services
                  Server, and Mobile Device(s) (“Final Certification”) pursuant to the
                  criteria and processes set forth in the Certification Guidelines,
                  before
                  an applicable Carrier implements the Service pursuant to a Carrier
                  Agreement. For the avoidance of any doubt, no Client shall be distributed
                  to Subscribers unless such Client has passed Final Certification,
                  as
                  evidenced by a written letter of Final Certification by the Certification
                  Vendor and a Carrier Agreement has been executed to allow distribution
                  of
                  the Service to Subscribers of such Client. As between the Parties,
                  Company
                  is responsible for paying Final Certification fees charged by the
                  Certification Vendor.
                   

              


      

        

      
        	 	
                3.3

              	
                Re-Certification.
                  Any change made to a Pre-Certified or Finally-Certified Client
                  that
                  substantially impacts (i) the manner in which such Client accesses
                  the
                  Service and/or (ii) user experience of the Service, may require
                  reevaluation (“Re-Certification”) pursuant to the criteria and processes
                  set forth in the Certification Guidelines. Company shall submit
                  such
                  Client to [*] in accordance with the process set forth in the
                  Certification Guidelines. As between the Parties, Company is responsible
                  for paying Re-Certification fees charged by the Certification Vendor;
                  except for the event that it is [*] that requires such changes
                  be made to
                  a Pre-Certified or Finally-Certified Client; then [*] shall be
                  responsible
                  for Re-Certification fees charged by the Certification Vendor for
                  Re-Certification services.

              


      

       

      
        	
                4.

              	
                UPDATES.

              


      

       

      [*]
        may,
        in its sole discretion, amend the specifications, including without limitation
        the Mobile Services Protocol. If [*] amends the technical specifications
        during
        the Term of this Agreement, [*] shall use commercially reasonable efforts
        to
        provide Company with reasonable prior notice of such amendment and to provide
        Company with documentation for such amendment within a commercially reasonable
        period of time. Company shall: (i) cooperate in good faith to provide necessary
        assistance to [*] and the Client Developer to ensure that the Client or Client
        Services Server is updated accordingly, and (ii) require all Carriers to
        notify
        Client Service Subscribers to install or obtain updates to the Client, if
        applicable. Company will require the Carrier, to notify all Client Service
        Subscribers, that failure to update or enhance the Client at the time of
        deployment of a Client Service update for the Client, if any, may render
        the
        Client unable to make use of the Client Service

       

      
        	
                5.

              	
                SECURITY.

              


      

       

      Company
        shall (i) not modify or otherwise change the Client and Client Services Server
        or remove any security measures, such as cryptographic protocols and secured
        networks, used to protect information transmitted to or from a Client in
        connection with use of the Service; and (ii) Company shall not store or collect
        Passport credential information such as Passport Passwords, secret questions
        and
        secret answers, except as expressly permitted in this Agreement. Furthermore,
        Company shall require Carriers to remain current with, install all, and not
        block any [*] or Client Developer security patches and hot fixes related
        to the
        Client’s use of the Service, and that the Carrier ceases to use, distribute or
        otherwise provide any previous version of the Client or Client Services Server,
        as applicable 

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

        
          

            -
              Final Execution Copy - 

             

          

        

      

      
        	
                6.

              	
                ADDITIONAL
                  MINIMUM TERMS OF THE CARRIER
                  AGREEMENT.

              


      

       

      In
        addition to the terms set forth in Section 3.5(d) of the Terms and Conditions,
        Company will ensure, at a minimum, that each Carrier Agreement contain terms
        that are at least as protective of [*]’s rights interests as the applicable
        portions of the terms contained in Sections 3.2, 3.3, 4 and 5, and 8 of this
        Service Schedule.

       

      
        	
                7.

              	
                FEES.
                  

              


      

       

      Deployment
        Fee.
        [*],
        Company will pay to [*], in accordance with Sections 5.2 and 5.3 of the Terms
        and Conditions, [*] for deployment of the [*] and [*] Client
        Services.

       

      Subscriber
        Fee.
        Company
        will pay to [*], in accordance with Sections 5.2 and 5.3 of the Terms and
        Conditions, a fee [*] in the case of the [*] market, and a fee [*] in the
        case
        of [*] markets. The table below sets out a summary of the Client Service
        Subscriber and [*] fees:

      


      
        	
                [*]’s
                  Revenue for Base Offering 

              	 	
                [*]’s
                  Revenue Share of VAS

              	 	
                [*]
                  Revenue
                  per Subscriber 

              
	
                [*]

              	 	
                [*]

              	 	
                [*]

              
	
                [*]

              	 	
                [*]

              	 	
                [*]

              
	
                [*] 

              	 	
                [*]

              	 	
                [*]

              


      

      


      Base
        Offering.
        The
        Base Offering is the core, mass-market offering of the [*] and [*] Client
        Services, that will represent the entry-level subscription necessary to use
        the
        Mobile Device. The Base Offering will vary depending on the retail offerings
        defined by Company or Carrier for any given territory.

      


      VAS.
        Value-added service (“VAS”) is an [*] Mobile Service which is not part of the
        Base Offering. For every Carrier deployment, Company will provide [*] with
        a
        list of proposed Base Offerings and VAS. The Parties shall agree to the
        application of the definition of Base Offering and VAS to the proposed offering.
        Such list will be updated from time to time.

      


      [*]
        Market. For
        [*]
        and [*] Client Service Subscribers in the [*] Market, Company will pay to
        [*] of
        Base Offering [*], plus [*] of any VAS generated by [*] and [*].[*]

      


      [*]
        Priority Territories.
        For [*]
        and [*] Client Service Subscribers in [*] Priority Territories, Company will
        pay
        to [*] [*] of Base Offering [*], plus [*] of any VAS generated by [*] and
        [*].
        [*]

      


      Non-Priority
        Territories.
        For [*]
        and [*] Client Service Subscribers in Non-Priority Territories, Company will
        pay
        to [*] [*] per [*] plus [*] of any VAS generated by [*] and [*] Client
        Service.

      


      Targets
        and [*].
        Subject
        to [*]’s compliance with Section 3.5(a) of the Agreement, Company will generate
        [*] number of net new [*] and [*] and [*] (“Target”) over the term of the
        Agreement. The Targets are set out below (and are subject to Sections 3.2(b)
        and
        3.5(e) of the Agreement). [*] 

      


      2005

      
        	
                Month

              	 	
                Oct

              	
                 

              	
                Nov

              	
                 

              	
                Dev

              
	
                [*]

              	 	
                [*]

              	
                 

              	
                [*]

              	
                 

              	
                [*]

              
	
                [*]

              	 	
                [*]

              	
                 

              	
                [*]

              	
                 

              	
                [*]

              
	
                [*]

              	 	
                [*]

              	
                 

              	
                [*]

              	
                 

              	
                [*]

              


      

      


      2006

      
        	
                Month

              	 	
                Jan

              	
                 

              	
                Feb

              	
                 

              	
                Mar

              	
                 

              	
                Apr

              	
                 

              	
                May

              	
                 

              	
                Jun

              	
                 

              	
                Jul

              	
                 

              	
                Aug

              	
                 

              	
                Sep

              	
                 

              	
                Oct

              	
                 

              	
                Nov

              	
                 

              	
                Dec

              
	
                [*]

              	 	
                [*]

              	
                 

              	
                [*]

              	
                 

              	
                [*]

              	
                 

              	
                [*]

              	
                 

              	
                [*]

              	
                 

              	
                [*]

              	
                 

              	
                [*]

              	
                 

              	
                [*]

              	
                 

              	
                [*]

              	
                 

              	
                [*]

              	
                 

              	
                [*]

              	
                 

              	
                [*]

              
	
                [*]

              	 	
                [*]

              	
                 

              	
                [*]

              	
                 

              	
                [*]

              	
                 

              	
                [*]

              	
                 

              	
                [*]

              	
                 

              	
                [*]

              	
                 

              	
                [*]

              	
                 

              	
                [*]

              	
                 

              	
                [*]

              	
                 

              	
                [*]

              	
                 

              	
                [*]

              	
                 

              	
                [*]

              
	
                [*]

              	 	
                [*]

              	
                 

              	
                [*]

              	
                 

              	
                [*]

              	
                 

              	
                [*]

              	
                 

              	
                [*]

              	
                 

              	
                [*]

              	
                 

              	
                [*]

              	
                 

              	
                [*]

              	
                 

              	
                [*]

              	
                 

              	
                [*]

              	
                 

              	
                [*]

              	
                 

              	
                [*]

              


      

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

      
        

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      2007

      
        	
                Month

              	 	
                Jan

              	 	
                Feb

              	 	
                Mar

              	 	
                Apr

              	 	
                May

              	 	
                Jun

              	 	
                Jul

              	 	
                Aug

              	 	
                Sep

              
	
                [*]

              	 	
                [*]

              	 	
                [*]

              	 	
                [*]

              	 	
                [*]

              	 	
                [*]

              	 	
                [*]

              	 	
                [*]

              	 	
                [*]

              	 	
                [*]

              
	
                [*]

              	 	
                [*]

              	 	
                [*]

              	 	
                [*]

              	 	
                [*]

              	 	
                [*]

              	 	
                [*]

              	 	
                [*]

              	 	
                [*]

              	 	
                [*]

              
	
                [*]

              	 	
                [*]

              	 	
                [*]

              	 	
                [*]

              	 	
                [*]

              	 	
                [*]

              	 	
                [*]

              	 	
                [*]

              	 	
                [*]

              	 	
                [*]

              


      

      


      [*]
        to
        [*] Migration


      


      [*]
        has
        agreed that Company may deploy [*] Mobile Services over the [*] Protocol
        (“[*]”)
        in order to accommodate certain Carrier launches. Company has agreed to migrate
        from [*] to [*] by [*] and any launches after [*] must use [*]. Furthermore,
        Company shall make reasonable commercial effort to transition existing [*]
        customers to [*] by [*]. 

       

      
        	
                8.

              	
                EFFECT
                  OF TERMINATION OR EXPIRATION. 

              


      

       

      In
        the
        event of termination or expiration of this Service Schedule for any reason
        all
        Sections in this Service Schedule shall survive except for Section 1. Upon
        termination or expiration of the Agreement or this Service Schedule, as
        applicable, Company shall (i) [*] cease providing the Client Services; and
        (ii)
        within [*] of such termination or expiration, return to [*] all full or partial
        copies of the documentation provided by [*] under this Service Schedule.
        Upon
        termination or expiration, Company shall upon written request from [*] ensure
        that all further distribution of Clients to Subscribers is terminated, including
        without limitation distribution of Clients to Subscribers via Carriers, but
        excluding any devices that have already shipped from Customer’s factory.


       

      
        	
                9.

              	
                RELATIONSHIP
                  TO AGREEMENT. 

              


      

      


      This
        Service Schedule amends and supplements the Agreement with respect to the
        matters addressed herein. If there are any inconsistencies between a provision
        of this Service Schedule and a provision of the Agreement with respect to
        the
        matters covered by this Service Schedule, the provisions of this Service
        Schedule shall control but only with regard to the subject of the
        inconsistency.

      


      IN
        WITNESS WHEREOF, the parties have duly executed and delivered this Service
        Schedule as of the Schedule Date.

      
        	 	 	 	 
	
                IXI
                  Mobile, Inc.

              	 	 	
                [*]

              
	 	 	 	 
	By
                (sign):
                /s/	 	 	
                By
                  (sign): [*]

              
	
                
                  

                
Name (print): 
                Title:

                Date:
                  [*]

              	 	 	
                
                  

                

                Name
                  (print): [*]

                Title:
                  [*]

                Effective
                  Date: [*]

              


      

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

      
        

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      Exhibit
        A

      


      “Territory
        and Carriers”

       

      Territory
        

      


      Company
        may engage in discussions with Carriers in any country in the world for the
        purposes of reselling [*] Mobile Services.

      


      For
        the
        purpose of this agreement, Priority Territory means [*].

      


      Carriers

      


      Subject
        to Section 3.5 of the main body of the Agreement, Company is authorized to
        enter
        into Carrier Agreements with the following Carriers:

      


      
        	
                Territory

              	 	
                Carrier

              
	
                [*]

              	 	
                [*]

              
	
                [*]

              	 	
                [*]

              
	
                [*]

              	 	
                [*]

              
	
                [*]

              	 	
                [*]

              
	
                [*]

              	 	
                [*]

              
	
                [*]

              	 	
                [*]

              
	
                [*]

              	 	
                [*]

              
	
                [*]

              	 	
                [*]

              
	
                [*]

              	 	
                [*]

              
	
                [*]

              	 	
                [*]

              
	
                [*]

              	 	
                [*]

              
	
                [*]

              	 	
                [*]

              
	
                [*]

              	 	
                [*]

              
	
                [*]

              	 	
                [*]

              
	
                [*]

              	 	
                [*]

              
	
                [*]

              	 	
                [*]

              
	
                [*]

              	 	
                [*]

              
	
                [*]

              	 	
                [*]

              
	
                [*]

              	 	
                [*]

              
	
                [*]

              	 	
                [*]

              
	
                [*]

              	 	
                [*]

              


      

      


      [*]
        may
        modify the list of Carriers from time to time in consultation with Company.
        

      


      If
        Company wishes to modify the list of Carriers, Company will submit a request
        to
        the [*] Designation Manager. [*] shall either approve or reject such proposed
        modification and make commercially reasonable efforts to respond to Company
        within [*] of Company’s date of such proposal. [*] shall not unreasonably
        withhold or unduly delay its approval to a change request.

      


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      
        

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      Exhibit
        B

      


      [Intentionally
        Left Blank]

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      

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      Exhibit
        C


      


      “[*]
        Mobile Services Partner Operations and Support Guide”

       

      
        	
                1.

              	
                Purpose
                  and Scope of this
                  Document

              


      

       

      This
        is
        intended to provide Company and [*] with clear expectations around service
        escalation processes. Capitalized terms not defined in this exhibit shall
        have
        the meaning assigned to them in the Agreement. This document will be posted
        in a
        shared location and may be updated on a regular basis.

       

      
        	 	
                1.1.

              	
                Span
                  of Control

              


      

       

      Each
        Party shall only be responsible for those aspects, components, inputs, and
        interfaces of their respective Services that fall directly under the control
        of
        its own infrastructure and personnel up to the Service Border (as defined
        below).

      


      “Service
        Border” is defined as the farthest network egress point to the public Internet
        that is entirely under the direct control of each party. This is the farthest
        edge of the Services where each Party has direct control over and will accept
        responsibility for service quality, availability, and performance.

      


      The
        following are outside the Span of Control and will release both parties from
        the
        obligations set forth in this Exhibit:

       

      · An
        outage
        of services that is due to the failure or non-performance of any equipment,
        connections, or services that are not under the direct control or supervision
        of
        each party, partner, or their respective employees, contractors, or
        subcontractors; such services include without limitation peer-to-peer Internet
        service provider routing, or third party data center failure.

       

      · Any
        other
        events of force majeure as defined in the Agreement.

       

      
        	 	
                1.2.

              	
                Service
                  Reviews

              


      

       

      The
        following meetings are typically scheduled with [*] partners that have a
        Support
        Account Manager (SAM) assigned to them. 

       

      Table
        1

       

      
        [*]
          Service
          Reporting

         

      

      
        	
                Attendees

              	 	
                Objectives

              	 	
                Deliverables

              
	
                Company:

                · Partner
                  Technical Representative

                · Partner
                  Service Representative

                · Other
                  appropriate representatives

                [*]
                  as necessary:

                · SAM
                  or support staff

                · Partner
                  Operations Manager

                · Product
                  unit members

                · Account
                  manager

                · Business
                  & operations representatives

              	 	
                · To
                  report incident metrics for period

                · To
                  review ongoing issues

                · Report
                  to be delivered via email by [*] for the previous [*]’s
                  activities.

              	 	
                [*]:

                · [*]
                  Service metrics report

                Company:

                · [*]
                  metrics such as Company support metrics, Company measurements of
                  [*]
                  Services, etc.

                Shared:

                · Process
                  Issues List

                · Support
                  Incident List

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        

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      Table
        2

       

      
        	
                Service
                  Review Meeting [*]

              
	 
	
                Attendees

              	 	
                Objectives

              	 	
                Deliverables

              
	
                Company:

                · Partner
                  Technical Representative

                · Partner
                  Service Representative

                · Other
                  appropriate representatives

                [*]
                  as necessary:

                · SAM
                  or support staff

                · Partner
                  Operations Manager

                · Product
                  unit members

                · Account
                  manager

                · Business
                  & operations representatives

              	 	
                · To
                  review aggregated [*] performance reports with Senior
                  Management

                · To
                  review customer satisfaction metrics 

                · To
                  consider and initiate changes to the support agreement.

              	 	
                [*]:

                · Service
                  Review Scorecard / Presentation

                Company:

                · Service
                  Review Scorecard / Presentation

                Shared:

                · Process
                  Issues List

              


      

       

      Table
        3

       

      
        	
                Term

              	 	
                Definition

              
	
                Working
                  day

              	 	
                Mo
                  - Fr with the exception of local and US public holidays from 0800
                  to 1800
                  hours PST.

              
	
                1st
                  level Support

              	 	
                Support
                  services provided to Subscribers by the Company’s customer service
                  department. 

              
	
                2nd
                  level
                  Support

              	 	
                Support
                  services provided to
                  the Company’s customer service department by Company. 

              
	
                3rd
                  level Support

              	 	
                Support
                  services provided to
                  Company by [*] as further detailed below.


              


      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      
        

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                2.

              	
                [*]
                  / Company Service
                  Definitions

              


      

       

      
        	 	
                2.1.

              	
                Support
                  Model

              


      

       

      
        	 	
                a.

              	
                Company
                  will be the primary customer support contact for the Services including
                  any partners, agencies, and intermediaries that the Company establishes
                  a
                  relationship with in regard to running the
                  Services.

              


      

       

      
        	 	
                b.

              	
                [*]
                  will provide Company with such training and tools as [*] deems
                  appropriate, including but not limited to the Mobile Manager (as
                  defined
                  below), to assist Company in its provision of support to Subscribers
                  as
                  provided herein. 

              


      

       

      
        	 	
                i)

              	
                [*]
                  will provide training instruction and content to Company training
                  staff
                  from time to time as determined by
                  [*].

              


      

       

      
        	 	
                ii)

              	
                It
                  is Company’s responsibility to train its partners, agencies, and
                  intermediaries that Company deems appropriate to receive such
                  training.

              


      

       

      
        	 	
                iii)

              	
                Company
                  shall not grant administrative rights to partners, agencies, and
                  intermediaries for any [*] provided tools. Company will be responsible
                  for
                  managing access lists for the tools including the removal of any
                  party who
                  no longer requires access as part of its normal job function at
                  the
                  Company, its partners, agencies, or
                  intermediaries.

              


      

       

      
        	 	
                iv)

              	
                Company
                  will provide [*] with notification of any parties who have received
                  training on [*] provided tools. Company will also require any partner,
                  agency, or intermediary to sign a [*] terms of use prior to granting
                  access to the tools. Company will forward copies of all executed
                  terms of
                  use to [*].

              


      

       

      
        	 	
                v)

              	
                [*]
                  reserves the right to deny access to any party of any tools if
                  [*] in it
                  sole discretion determines that the terms of use have been violated.
                  

              


      

       

      
        	 	
                c.

              	
                If
                  Company is unable to resolve a Subscriber incident (after having
                  made
                  commercially reasonable efforts to do so), such incident may be
                  escalated
                  to [*] Services Partner Support, pursuant to the reporting process
                  procedures in Table
                  5
                  below.

              


      

       

      
        	 	
                d.

              	
                [*]
                  will provide Company with access and training for the Premier Online
                  tool
                  ([*] Services Partner Support escalation
                  tool).

              


      

       

      
        	 	
                2.1.1.

              	
                Mobile
                  Manager Description:

              


      

       

      
        	 	
                a.

              	
                The
                  [*] Mobile Manager is a web-based support tool that houses the
                  account
                  information and settings of subscribers to [*] mobile services,
                  and logs
                  their account activities. 

              


      

       

      
        	 	
                b.

              	
                Company
                  may use Mobile Manager during the Term solely as may be necessary
                  to
                  enable Company to provide customer support for the [*] Mobile Services,
                  and must take reasonable steps to prevent unauthorized access to
                  or use of
                  Mobile Manager, including, but not limited to, restricting access
                  to
                  customer support agents whose job functions require such
                  access.

              


      

       

      
        	 	
                c.

              	
                Access
                  is controlled by [*]. Company will provide [*] names to its customer
                  support agents who provide technical support of the [*] Mobile
                  Services.

              


      

       

       

      
        	 	
                2.1.2.

              	
                Premier
                  Online Description:

              


      

       

      
        	 	
                a.

              	
                Premier
                  Online is a web-based support tool that allows external support
                  partners
                  an electronic method of escalating support incidents directly into
                  the [*]
                  Services Partner Support group. 

              


      

       

      
        	 	
                ·

              	
                Except
                  as specified herein, Company’s use of Premier Online for purposes of these
                  operational support procedures will not entitle Company to make
                  use of
                  Premier Support content or other services that may be made generally
                  available to Premier members via Premier
                  Online.

              


      

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      
        

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                b.

              	
                [*]
                  Premier Online requires [*] Passport and a separate online support
                  account
                  number and password to validate
                  access.

              


      

       

      
        	 	
                2.1.3.

              	
                [*]
                  Service Partner Support

              


      

       

      The
        [*]
        Services Partner Support team will serve as an interface between Company
        Senior
        Technical Support and Operations Group and [*] for the support of the [*]
        Services. This arrangement provides Company with access to a single point
        of
        contact for reporting incidents, receiving updates and handling escalations.
        All
        written and verbal communication with [*] Services Partner Support will be
        in
        English. The following table provides the [*] Services Support hours of
        operation and contact information.

       

      Table
        4

       

      
        	
                Hours
                  of Operation

              	 	
                24
                  hours a day, 7 days a week, 365 days a year
                  (“7/24/365”)

              
	
                Contact
                  Information

              	 	
                [*]
                  Services Partner Support 

                · Online:
                  [*]

                · North
                  America 800 Number is [*]

                · International
                  425 Toll Number is [*]

              


      

       

      [*]
        will
        also provide a Support Account Manager (“SAM”) to facilitate escalations of
        incidents.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      
        

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                3.

              	
                Support
                  Procedures 

              


      

       

      
        	 	
                3.1.

              	
                Incident
                  Resolution Responsibilities

              


      

       

      
        	 	
                a.

              	
                Incident
                  resolution requires teamwork between [*] and Company. One element
                  in this
                  teamwork approach is Company’s understanding of the [*] Services. In order
                  to facilitate Company’s understanding of the [*] Services, [*] will
                  provide initial training materials to Company for use so that each
                  Subscriber call can be successfully dispatched and resolved as
                  quickly as
                  possible by Company.

              


      

       

      
        	 	
                b.

              	
                Section
                  5.1 ([*] to Provide) and 5.2(Company to Provide) of this exhibit
                  contain
                  flow charts reflecting an overview of the Incident Escalation Process.
                  

              


      

       

      
        	 	
                c.

              	
                All
                  incidents concerning failures of the [*] Services that cannot be
                  resolved
                  by Company representatives (after having made reasonable efforts
                  to do so
                  pursuant to the procedures set forth herein) will be reported to
                  [*]
                  Services Partner Support, pursuant to the reporting process procedures
                  outlined below.

              


      

       

      
        	 	
                d.

              	
                Any
                  reported incident that has been deemed as having been caused by
                  a failure
                  outside [*]’s provision of the [*] Services will be returned to Company
                  with an appropriate explanation. Should [*] determine that an incident
                  being worked by [*] Services Partner Support is within the control
                  of
                  Company and outside of [*]’s control, the incident will be closed and
                  returned to Company for proper resolution.


              


      

       

      
        	 	
                e.

              	
                For
                  Severity A and B incidents, [*] will use commercially reasonable
                  efforts
                  to resolve the problem as promptly as possible. Resolution of problems
                  determined by [*] to be of Severity C or D may be delayed until
                  future
                  releases of the service or may not be fixed. If the solution provided
                  cannot be agreed to by both parties, appropriate business escalation
                  contacts should be engaged as defined in section 5.3 (Business
                  Issue
                  Escalation Contacts) of this
                  exhibit.

              


      

       

      
        	 	
                3.2.

              	
                Company
                  Responsibilities

              


      

       

      The
        following section identifies the responsibilities of Company under this support
        model.

       

      
        	 	
                3.2.1.

              	
                General
                  Responsibilities

              


      

       

      
        	 	
                a.

              	
                Company’s
                  customer support agents shall understand and be able to explain
                  all
                  features and services that are available to the Subscriber via
                  the
                  Services.

              


      

       

      
        	 	
                b.

              	
                Company
                  shall answer all partners, agencies, intermediaries, and Subscribers’
                  questions regarding the Services and resolve all minor issues such
                  as
                  locking and unlocking accounts, deleting accounts and resetting
                  confirmation code retries. 

              


      

       

      
        	 	
                3.2.2.

              	
                Incident
                  Responsibilities

              


      

       

      
        	 	
                a.

              	
                Company
                  will gather pertinent information regarding the incident, including
                  the
                  Subscriber name, number, and any other additional information that
                  Company
                  deems important to the prompt resolution of the incident (described
                  in
                  more detail in Section 4.2 (Mandatory Information for Incident
                  Reporting)
                  of this exhibit).

              


      

       

      
        	 	
                b.

              	
                Company
                  will provide any necessary translation of information about the
                  issue into
                  English prior to submitting to [*]. Company will also be responsible
                  for
                  translating any resolution information from [*] into any required
                  local
                  language that is needed by their partners, agencies, or
                  intermediaries.

              


      

       

      
        	 	
                c.

              	
                Company
                  will create a trouble ticket that clearly states the nature of
                  the
                  incident and will assign a tracking number to the incident (the
“Tracking
                  Number”).

              


      

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      
        

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                d.

              	
                Company
                  will enter all incident notes into the same trouble ticket within
                  its
                  trouble ticketing system, about any subsequent conversation which
                  it has
                  with the Subscriber relative to the
                  incident.

              


      

       

      
        	 	
                e.

              	
                Company
                  will provide all trouble ticket information to [*] upon
                  request.

              


      

       

      
        	 	
                f.

              	
                Company
                  will “own” the resolution of an incident by virtue of its role of
                  coordinating the resolution within its own operational and technical
                  environment and with [*].

              


      

       

      
        	 	
                g.

              	
                Company
                  will be able to explain the resolution of the incident to a technical
                  peer, or will be capable of targeting the root technical problem
                  for
                  resolution.

              


      

       

      
        	 	
                h.

              	
                Company
                  will be able to explain the resolution of particular escalated
                  trouble
                  tickets to its own internal staff members when such an explanation
                  may
                  have the potential for reducing the volume and categories of escalated
                  trouble tickets.

              


      

       

      
        	 	
                3.2.3.

              	
                Technical
                  Responsibilities

              


      

       

      
        	 	
                a.

              	
                Company’s
                  customer support personnel will understand and be knowledgeable
                  about
                  problems that may arise during a Subscriber’s usage of the [*] Mobile
                  Services and other [*] Services.

              


      

       

      
        	 	
                b.

              	
                Company’s
                  customer support personnel will understand and be knowledgeable
                  with
                  respect to the functionality of wireless telephones and other devices
                  from
                  which Subscribers will be able to access the [*]
                  Services.

              


      

       

      
        	 	
                c.

              	
                Company’s
                  customer support personnel will understand and be knowledgeable
                  about
                  e-mail notification systems and the Internet to the degree that
                  such
                  understanding and knowledge is relevant to the resolution of incidents
                  which may arise from a Subscriber’s use of the [*]
                  Services.

              


      

       

      
        	 	
                d.

              	
                Company’s
                  customer support personnel will understand and be knowledgeable
                  about
                  Company, partner, agency and intermediary network operations, and
                  be
                  capable of reasonably discerning that an incident is internal to
                  those
                  operations before identifying the incident for escalation to
                  [*].

              


      

       

      
        	 	
                3.3.

              	
                Incident
                  Management

              


      

       

      The
        [*]
        Services Partner Support group will coordinate incident isolation, testing
        and
        repair work within [*]. During the incident isolation and troubleshooting
        process, [*] Services Partner Support will communicate incident resolution
        progress to Company as specified in the “Incident Definitions and Handling
        Process” table below.
        Additionally, [*] Services Partner Support will proactively inform Company
        when
        an issue or condition arises that may cause potential system anomalies and
        which
        are a potential source for the creation of trouble tickets. The table below
        outlines the preferred method of communications, however, nothing herein
        precludes Company from contacting [*] Services Partner Support by all applicable
        means set forth in these procedures.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      
        

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                3.3.1.

              	
                Incident
                  Definitions and Handling Process

              


      

       

      The
        initial severity assigned to an incident may be adjusted up or down, as
        appropriate, after consideration of new and changed factors related to the
        status of the service request. 

       

      
        
          
          

        

        
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      Table
        5

       

      
        	
                Company
                  Incident Level

              	 	
                [*]
                  Support Severity

              	 	
                Description

              	 	
                Submission
                  and Update method

              	 	
                [*]
                  Response Goals

              
	
                TBD

              	 	
                Severity
                  A

              	 	
                System,
                  network, server, or critical application problem that prevents
                  or
                  unreasonably delays ALL
                  subscribers from accessing or using the [*] Service for more than
                  [*].

                · Issue
                  resulting in impaired security of the network

                 

                · A
                  reoccurring temporary outage of a critical service

                 

                · Inability
                  to provision a service

                 

                · Inability
                  to access support tools

                 

                · Loss
                  of data

              	 	
                Submission:

                · Premier
                  Online* 

                · 24/7
                  Phone

                 

                Updates:

                · Phone
                  

                · Premier
                  Online 

                · Email
                  Response

              	 	
                Ticket
                  Generation:

                · Open
                  support incident and initiate trouble shooting immediately upon
                  notification from Company.

                · Ticket
                  number provided for Company reference.

                 

                Initial
                  Response:

                · First
                  Update within [*].

                 

                Updates:

                · Subsequent
                  updates every [*]
                  or
                  as needed.

                · [*]
                  will update the Company with the following information as
                  available:

                · Services
                  affected.

                · Start
                  time of incident.

                · Current
                  status of repair.

                · Impact
                  on the subscriber for all incidents in progress.

                · Description
                  of service or aspect of service that is unavailable.

                · Estimated
                  Time of Repair (ETR).

              


      

       

      
        
          
          

        

        
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                Company
                  Incident Level

              	 	
                [*]
                  Support Severity

              	 	
                Description

              	 	
                Submission
                  and Update method

              	 	
                [*]
                  Response Goals

              


      

      
        	
                TBD

              	 	
                Severity
                  B

              	 	
                System,
                  network, server, or application problem that prevents or unreasonably
                  delays many Subscribers from accessing or using the service.

                · A
                  reoccurring temporary outage of a service

                 

                · Sporadic
                  behavior of a provisioning service

                 

                · Stale
                  content

                 

                · Sporadic
                  access to support tools

                 

                · Recent
                  modifications to the system that cause the services to operate
                  in a way
                  that is materially different from those described in the product
                  definition for non-essential features. 

              	 	
                Submission:

                · Premier
                  Online 

                 

                Updates:

                · Premier
                  Online 

                · Email
                  Response

              	 	
                Ticket
                  Generation:

                · Open
                  ticket upon notification from Company. 

                · Ticket
                  number provided for Company reference.

                 

                Initial
                  Response:

                · First
                  update within [*].

                 

                Updates:

                · Subsequent
                  updates every [*] or as needed.

                · [*]
                  will update the Company with the following information as
                  available:

                · Services
                  affected.

                · Start
                  time of incident.

                · Current
                  status of repair.

                · Impact
                  on the subscriber for all incidents in progress.

                · Description
                  of service or aspect of service that is unavailable.

                · Estimated
                  Time of Repair (ETR).

                 

              


      

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      
        

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                Company
                  Incident Level

              	 	
                [*]
                  Support Severity

              	 	
                Description

              	 	
                Submission
                  and Update method

              	 	
                [*]
                  Response Goals

              


      

      
        	
                TBD

              	 	
                Severity
                  C

              	 	
                Service
                  issues identified as follows:

                · Defined
                  as single user issue.

                 

                · Small
                  user base issues that do not have a significant impact on the
                  service.

              	 	
                Submission:

                · Premier
                  Online 

                 

                Updates:

                · Premier
                  Online 

                · Email
                  Response

              	 	
                Ticket
                  Generation:

                · Open
                  support incident upon notification from Company. 

                · Incident
                  number provided for Company reference.

                 

                Initial
                  Response:

                · First
                  update within [*].

                 

                Updates:

                · Subsequent
                  updates as needed.

                · [*]
                  will update Company with the following information as
                  available:

                · Services
                  affected.

                · Start
                  time of incident.

                · Current
                  status of repair.

                · Impact
                  on the subscriber for all incidents in progress.

                · Description
                  of service or aspect of service that is unavailable.

                · Estimated
                  Time of Repair (ETR).

              


      

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

        
          

            -
              Final Execution Copy - 

             

          

        

      

      
        	
                Company
                  Incident Level

              	 	
                [*]
                  Support Severity

              	 	
                Description

              	 	
                Submission
                  and Update method

              	 	
                [*]
                  Response Goals

              


      

      
        	
                TBD

              	 	
                Severity
                  D

              	 	
                Project
                  level tracking or incident in monitoring status 

              	 	
                · Existing
                  cases that have been demoted for tracking purposes. 

                · Partners
                  cannot submit cases at this severity. 

              	 	
                Ticket
                  Generation:

                · Incident
                  demoted for tracking purposes.

                 

                Updates:

                · Subsequent
                  updates as needed.

                · [*]
                  will update the Company with the following information as
                  available:

                · Services
                  affected.

                · Start
                  time of incident.

                · Current
                  status of repair.

                · Impact
                  on the subscriber for all incidents in progress.

                · Description
                  of service or aspect of service that is unavailable.

                · Estimated
                  Time of Repair (ETR).

              


      

       

      
        	 	
                ·

              	
                Severity
                  B incidents are the only severity that can be created online. The
                  preferred method for submitting severity A incidents is to first
                  submit a
                  severity B incident online and then contact [*] Services Partner
                  Support
                  via telephone to increase the incident severity to
                  A.

              


      

       

      In
        this
        context, “initial response” means the first contact provided to Company by [*]
        Services Partner Support after a service request is submitted by one of the
        Company’s assigned technical contacts and has been logged into the [*] Services
        Partner Support case management tool. The initial response from [*] Services
        Partner Support may be in the form of an email, phone call or personal
        acknowledgement and will contain the support incident number for tracking
        purposes. 

       

      The
        term
“updates” here means any communication between the [*] support team and Company
        where status or a plan of action for the problem case number is communicated.
        

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      
        

          -
            Final Execution Copy - 

           

        

      

      
        	
                4.

              	
                Incident
                  Reporting Process

              


      

       

      
        	 	
                4.1.

              	
                Communicating
                  Incidents

              


      

       

      Company
        will communicate incidents to [*] in the following manner. The procedure
        outlined below is the preferred method of communications, however, nothing
        herein precludes Company from contacting [*] Services Partner Support by
        all
        applicable means set forth in these procedures.

       

      
        	 	
                a.

              	
                Company
                  will send a trouble ticket (including a Tracking Number) to [*]
                  via the
                  web using [*] Premier Online. An incident process flow is detailed
                  in
                  section 5, Escalation
                  Management Process.

              


      

       

      
        	 	
                b.

              	
                The
                  classification of the trouble ticket will be set based upon the
                  criteria
                  outlined in Table 5, “Incident
                  Definitions and Handling Process
                  above.

              


      

       

      
        	 	
                c.

              	
                [*]
                  will generate a single response for each trouble ticket that is
                  received
                  from Company to confirm receipt of the incident
                  report.

              


      

       

      
        	 	
                4.2.

              	
                Mandatory
                  Information for Incident Reporting

              


      

       

      For
        each
        Incident, Company is required to provide [*] with information that will
        facilitate timely problem determination and resolution. Upon notification
        of the
        incident, the mandatory information will be verified. If any information
        is
        missing, the incident will be returned to Company requesting completion of
        the
        mandatory information. [*] will begin investigating the incident as soon
        as
        possible after receipt of the initial trouble ticket, however, until [*]
        has
        received all necessary information, [*] may be unable to begin resolving
        the
        incident and providing feedback to Company as described above in “Communicating
        Incidents.”

       

      Company
        should provide [*] Services Partner Support with the following information
        for
        all reported incidents:

       

      
        	 	
                a.

              	
                Title:
                  Include name of carrier followed by short description (Ex: CARRIER:
                  short description of problem
                  )

              


      

       

      
        	 	
                b.

              	
                Severity
                  of the incident (Sev A-B) (Partner will
                  provide):

              


      

       

      
        	 	
                c.

              	
                Subscriber’s
                  name:

              


      

       

      
        	 	
                d.

              	
                Subscriber’s
                  min:

              


      

       

      
        	
                 

              	
                e.

              	
                Any
                  other additional information about the Subscriber that Company
                  deems
                  important to the prompt resolution of the
                  incident:

              


      

       

      
        	 	
                f.

              	
                Subscriber's
                  Passport username/ID (NEVER INCLUDE CUSTOMER'S PASSPORT
                  PASSWORD):

              


      

       

      
        	 	
                g.

              	
                The
                  Tracking Number assigned by Company in their ticketing
                  system:

              


      

       

      
        	 	
                h.

              	
                Time
                  and date of the transaction in
                  question:

              


      

       

      
        	 	
                i.

              	
                Subscriber’s
                  location:

              


      

       

      
        	 	
                j.

              	
                <Handset
                  type>:

              


      

       

      
        	 	
                k.

              	
                Software
                  version:

              


      

       

      
        	 	
                l.

              	
                Detailed
                  description of the incident:

              


      

       

      
        	 	
                m.

              	
                Troubleshooting
                  done:

              


      

       

      
        	 	
                n.

              	
                Other
                  comments:

              


      

       

      
        	 	
                o.

              	
                Partner
                  contact name/number/email:

              


      

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      
        

          -
            Final Execution Copy - 

           

        

      

      
        	
                5.

              	
                Escalation
                  Management Processes

              


      

       

      
        	 	
                5.1.

              	
                [*]’s
                  Technical Issue Escalation Process

              


      

       

      
        	 	
                5.1.1.

              	
                Escalation
                  Steps

              


      

       

      1. Company’s
        partner gathers information from Subscriber regarding [*] Services related
        incident and does initial troubleshooting.

       

      2. Company
        gathers information from the partner regarding [*] Services related incident
        and
        performs appropriate actions pursuant to Company’s “Incident
        Responsibilities”
        defined
        above.

       

      3. If
        Company is unable to resolve a Subscriber incident (after having made
        commercially reasonable efforts to do so), such incident will be escalated
        to
        [*] Services Partner Support. Company will escalate incident using Premier
        Online and [*] contact information pursuant to the reporting process procedures
        defined in “Incident
        Definitions and Handling Process”
and
        “Technical
        Issue Escalation Contacts”.
        

       

      4. [*]
        Services related incidents escalated by Company to [*] Services Partner Support
        will have a support incident created in [*]’s Incident Management
        System.

       

      5. [*]’s
        Global Escalation and Solutions Team (GEST) will accept the incoming support
        incident. 

       

      6. GEST
        will
        validate incident repro steps provided by Company, perform initial
        troubleshooting, offer resolution if possible and triage the incident for
        escalation as necessary.

       

      7. GEST’s
        escalation triage of an incident includes determining whether the incident
        is
        related to the operations of [*] Services or a problem with an [*]
        Product.

       

      
        	 	
                7a.

              	
                Issues
                  with the operations of [*] Services are escalated by GEST to the
                  [*]
                  Operations team.

              


      

       

      
        	 	
                7b.

              	
                Issues
                  with an [*] Product are escalated by GEST to the [*] Product
                  Group.

              


      

       

      
        	 	
                5.1.2.

              	
                Escalation
                  Flow Diagram 

              


      

       

      
        	 	
                5.1.3.

              	
                Technical
                  Issue Escalation Contacts

              


      

       

      For
        technical issues, the following escalation list should be used.

       

      Table
        6

       

      
        	 	 	
                Within
                  [*] 

              
	
                Escalation
                  Order

              	 	
                Trigger

              	 	
                Contact

              	 	
                Details

              
	
                1

              	 	
                Incident
                  Submission

              	 	
                [*]
                  Services Partner Support: Global Escalation and Solution Team
                  (GEST)

                · [*]

                 

                 

                · [*]

              	 	
                Severity
                  A:

                · Preferred
                  Submission:
                  Submit incident through Premier Online as Severity B, then contact
                  GEST
                  via 24/7 number to escalate incident to Severity A.

                · Alternate
                  Submission:
                  Submit incident by directly contacting GEST via 24/7 phone
                  number.

                 

                Severity
                  B:

                · Submit
                  incident through Premier Online.

              


      

      
         

        
          
            
            

          

          
            13

            
              

            

          

          
            
            

          

        

      

       

       -
        Final Execution Copy -

       

      
        	
                2

              	 	
                No
                  response from GEST within Initial Response goal 

              	 	
                GEST
                  24/7 Phone

              	 	
                Contact
                  GEST team for update via 24/7 phone and request that the on-duty
                  tech lead
                  or manager be paged.

              
	
                3

              	 	
                No
                  satisfaction from GEST response

              	 	
                [*]

              	 	
                · If
                  unsatisfactory or no response from GEST, escalate to SAM. 

                · Contact
                  SAM either directly or contact GEST via 24/7 phone to have the
                  SAM
                  paged.

              
	
                4

              	 	
                No
                  response from PM 

              	 	
                [*]

              	 	 


      

       

       

      
        	 	
                5.2.

              	
                Company
                  Technical Issue Escalation Process

              


      

       

      
        	 	
                5.2.1.

              	
                Escalation
                  Steps

              


      

       

      
        	 	
                5.2.2.

              	
                Escalation
                  Flow Diagram

              


      

       

      [*]

       

      
        	 	
                5.2.3.

              	
                Escalation
                  Contact Table

              


      

       

      Table
        7

       

      
        	 	 	
                Within
                  Partner 

              
	
                Escalation
                  Order

              	 	
                Trigger

              	 	
                Contact

              	 	
                Details

              
	
                1

              	 	
                Incident
                  Submission

              	 	
                <TBD>

              	 	
                <TBD>

              
	
                2

              	 	
                No
                  response to GEST 

              	 	
                <TBD>

              	 	
                <TBD>

              
	
                3

              	 	
                <TBD>

              	 	
                <TBD>

              	 	
                <TBD>

              
	
                4

              	 	
                <TBD>

              	 	
                <TBD>

              	 	
                <TBD>

              
	
                5

              	 	
                <TBD>

              	 	
                <TBD>

              	 	
                <TBD>

              


      

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

      
        

          -
            Final Execution Copy - 

           

        

      

      
        	 	
                5.3.

              	
                Business
                  Issue Escalation Contacts

              


      

      


      Service
        issues that remain unresolved by either Company or [*] must be escalated
        in
        sequence to organizational members to raise the visibility of problematic
        issues. Each escalation requires an assessment of the problem and recommendation
        on next steps. Progress or lack of must be reported to all parties and
        additional remediation steps called out to be followed. If the issue is remains
        unresolved, an exit strategy for the issue must be called out by the management
        team. 

      


      For
        non-technical issues, the following escalation list should be used.


       

      Table
        8


      
        
          


          
            	 	 	
                    Within
                      [*] 

                  
	
                    Escalation
                      Order

                  	 	
                    Contact

                  	 	
                    Details

                  
	
                    1

                  	 	
                    Support
                      Account Manager (SAM)

                    [*]
                      Partner Support

                  	 	 
	
                    2

                  	 	
                    Support
                      Program Manager (SPM)

                    [*]
                      Partner Support

                  	 	 
	 	 	
                    Partner
                      Operations Manager (POM)

                    [*]
                      Operations

                  	 	 
	 	 	
                    Deployment
                      Program Manager

                    [*]
                      Mobile Product Group

                  	 	 
	
                    3

                  	 	
                    Partner
                      Manager

                    [*]
                      Partner Management

                  	 	 
	 	 	
                    Group
                      Program Manager

                    [*]
                      Partner Support 

                  	 	 
	 	 	
                    Group
                      Program Manager, Deployment

                    [*]
                      Mobile Product Group

                  	 	 
	 	 	
                    Group
                      Program Manager,

                    [*]
                      Partner Operations

                  	 	 
	
                    4

                  	 	
                    Director

                    [*]
                      Partner Operations

                  	 	 
	 	 	
                    Director

                    [*]
                      Partner Support

                  	 	 
	 	 	
                    General
                      Manager

                    [*]
                      Mobile Product Group

                  	 	 
	 	 	
                    Director
                      (or Senior Director)

                    [*]
                      Partner Management

                  	 	 


          

           

          Table
            9

           

          
            	 	 	
                    Within
                      Company

                  	 	 
	
                    Escalation
                      Order

                  	 	
                    Contact

                  	 	
                    Details

                  
	
                    1

                  	 	
                    TBD

                  	 	 
	
                    2

                  	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
                    3

                  	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
                    4

                  	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


          

           

          
            
              
              

            

            
              15

              
                

              

            

            
              
              

            

          

        

      

      
        

          -
            Final Execution Copy - 

           

        

      

      
        	
                6.

              	
                Service
                  Notifications and Change Control
                  Management

              


      

       

      
        	 	
                6.1.

              	
                Notifications
                  by [*]

              


      

       

      [*]
        will
        ensure that any planned maintenance events under its span of control will
        be
        executed in a well-coordinated manner. Proper execution includes advance
        notification, as stated in below, to Company.

       

      
        	 	
                6.1.1.

              	
                Service
                  Interruptions and Advanced Notification
                  Requirements

              


      

       

      It
        is expected that occasional downtime will be required to maintain and enhance
        the [*] Services. [*] will provide Company with at least [*] advance notice
        of
        all planned maintenance activities that will or could result in service
        interruptions, and that will have a direct impact on the [*] Services.


       

      [*]
        will
        make commercially reasonable efforts to provide Company with at least [*]
        notice
        prior to any planned emergency outages of the services running in production
        environments. For the pre-production environments, [*] will make commercially
        reasonable efforts to provide at least [*] prior notice for planned outages.
        The
        timeframes for notifications are summarized in the following table:

       

      Table
        10

       

      
        	
                Type

              	 	
                Notification
                  Goal

              
	
                Patch/Upgrade

              	 	
                [*]

              
	
                Planned
                  Maintenance

              	 	
                [*]

              
	
                Major
                  Release

              	 	
                [*]

              
	
                Unscheduled
                  or unplanned service incidents for Severity A issues

              	 	
                [*]

              
	
                Cancelling
                  Planned Maintenance

              	 	
                [*]

              


      

       

      
        	 	
                6.1.2.

              	
                Communicating
                  [*] Service Interruptions

              


      

       

      [*]
        will
        make commercially reasonable efforts to send email notifications to Company
        in
        the event that there is a severe degradation in the performance and/or
        availability of any contracted service, as determined by [*] in good
        faith.

       

      [*]
        Service outages will be classified by the following [*] Operations
        priorities:

       

      Table
        11

       

      
        	
                [*]
                  Operations Priority

              	 	
                [*]
                  Support Severity

              	 	
                Description

              	 	
                Post
                  Mortem

              
	
                Pri
                  1

              	 	
                Severity
                  A

              	 	
                High
                  Priority Outage

              	 	
                TAM
                  Provided 

              
	
                Pri
                  2

              	 	
                Severity
                  B

              	 	
                Multi
                  User Issue

              	 	
                TAM
                  Provided upon partner request

              
	
                Pri
                  3

              	 	
                Severity
                  C

              	 	
                Single
                  User Issue

              	 	
                None

              


      

      


      Company
        will not forward [*] notifications directly to its partners, agencies, or
        intermediaries. Company will ensure any contact information in the [*] services
        notification refers Company’s partners, agencies, or intermediaries back to
        Company, and not to [*] Services Partner Support.

      


      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

      
        

          -
            Final Execution Copy - 

           

        

      

      
        	 	
                6.2.

              	
                Notifications
                  by Company 

              


      

       

      
        	 	
                6.2.1.

              	
                Service
                  Interruptions and Advanced Notification
                  Requirements

              


      

       

      
        	 	
                a.

              	
                If
                  it is necessary for Company to suspend service which causes an
                  outage for
                  scheduled maintenance, Company shall give no less than [*] notice
                  of such
                  maintenance. 

              


      

       

      
        	 	
                b.

              	
                For
                  Company significant marketing or new product launch events, Company
                  should
                  request from [*] dates of planned service upgrades or maintenance
                  activities which could negatively impact Company’s event. Company should
                  provide at least [*] notice and must recognize that activities
                  already
                  planned by [*] may not be able to be moved.


              


      

       

      
        	 	
                6.2.2.

              	
                Unplanned
                  Service Interruption Notification from
                  Company

              


      

       

      If
        it is
        necessary for Company to suspend service which causes an outage for scheduled
        maintenance, Company shall give no less than [*] notice of such maintenance.
        

      


      
        	 	
                6.2.3.

              	
                Canceling
                  Planned Service
                  Interruptions

              


      

      


      In
        the
        event that Company needs to cancel a planned service interruption, Company
        should attempt to notify [*] at least [*] prior to the scheduled start time
        of
        the maintenance window.

       

      
        	 	
                6.2.4.

              	
                Communicating
                  Partner Service Interruptions

              


      

       

      Company
        will communicate Company planned and unplanned service incidents to [*]
        according to the following procedure:

       

      
        	 	
                a.

              	
                Company
                  will contact [*] as specified in “Escalation
                  Management”.

              


      

       

      
        	 	
                b.

              	
                Escalations
                  should be accompanied by reference incident information to
                  include:

              


      

       

      
        	
              	·	
                Incident
                  Case ID

              


      

       

      
        	
              	·	
                Services
                  affected.

              


      

       

      
        	
              	·	
                Start
                  time of incident.

              


      

       

      
        	
              	·	
                Current
                  status of repair.

              


      

       

      
        	
              	·	
                User
                  impact. 

              


      

       

      
        	 	
                ·

              	
                Summary
                  of actions taken to resolve problem

              


      

       

      
        	 	
                ·

              	
                Steps
                  needed to reproduce problem

              


      

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

      
        

          -
            Final Execution Copy - 

           

        

      

      
        	
                7.

              	Reporting


      

       

      7.1. Post-Mortem
        Reports

       

      The
        purpose of the Post-Mortem Report is to identify the origin of an incident
        and
        corrective actions which can be taken to prevent its reoccurrence. Post-Mortem
        Reports shall be limited to incidents classified as Severity A and B, unless
        otherwise agreed to by the Parties. [*] may, at its option, provide Company
        with
        a post mortem report following a Severity A or B incident.

       

      Root
        Cause Analysis will be delivered to Company as soon as practicable by [*].
        [*]
        will provide a written Post Mortem report for [*] Severity A incidents within
        [*] of close of the engineering incident Post Mortems. Post mortems will
        be
        delivered by SAM or Operations contact during regularly scheduled meetings
        or
        other mutually agreed to time.

       

      7.2. [*]
        Services Support Metrics Reports

       

      Each
        [*],
        [*] will provide Company with a report identifying the following
        information:

       

      
        	 	
                1.

              	
                The
                  total number of incidents opened and closed each [*], segregated
                  by
                  severity level,

              


      

       

      
        	 	
                2.

              	
                The
                  number of Severity A and Severity B incidents created, segregated
                  by [*]
                  Service, and

              


      

       

      
        	 	
                3.

              	
                The
                  outstanding open incidents from the previous [*], if
                  any.

              


      

       

      7.3. Company
        Support Metrics

       

      Each
        [*]
        Company should provide [*] with a report identifying the following
        information:

       

      
        	 	
                1.

              	
                The
                  total number of customer care incidents created each
                  [*].

              


      

       

      
        	 	
                2.

              	
                The
                  total number of [*] related incidents created each
                  [*].

              


      

       

      
        	 	
                3.

              	
                The
                  total number of tickets escalated to [*] Services Partner
                  Support.

              


      

       

      
        	 	
                4.

              	
                The
                  top incident categories for [*] and numbers of incidents per category
                  (eg.
                  client issues, error messages, setup or configuration, passport
                  issues,
                  [*] question).

              


      

       

      
        	 	
                5.

              	
                [*]
                  customer satisfaction rating (survey - every
                  [*])

              


      

       

      
        	 	
                6.

              	
                Company
                  satisfaction rating (survey - every
                  [*])

              


      

      


      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      Exhibit
        D


      


      “Marks”

       

      A.
        [*] Marks & Guidelines:


      


      [*]

      


      
        	
                1.

              	
                The
                  [*] Marks shown above may be used solely on promotional
                  and marketing materials regarding the Services, as such are more
                  fully
                  described in the Marketing Plan.

              


      

       

      
        	
                2.

              	
                Company’s
                  name, logo, or trademark must appear on any materials where the
                  [*] Marks
                  are used, and must be larger and more prominent than the [*]
                  Marks.

              


      

       

      
        	
                3.

              	
                The
                  [*] Marks may not be used in any manner that expresses or implies
                  [*]’s
                  affiliation, sponsorship, endorsement, certification, or approval,
                  other
                  than as contemplated by this
                  Agreement.

              


      

       

      
        	
                4.

              	
                Company
                  shall not use the [*] Marks in association with any third party
                  trademarks
                  in a manner that creates potential confusion as to ownership of
                  the [*]
                  Marks.

              


      

       

      
        	
                5.

              	
                The
                  [*] Marks may not be included in any non-[*] trade name, business
                  name,
                  domain name, product or service name, logo, trade dress, design,
                  slogan,
                  or other trademark.

              


      

       

      
        	
                6.

              	
                The
                  [*] Marks may only
                  be used as provided by [*]. Except for size, the [*] Marks may
                  not be
                  altered in any manner, including proportions, colors, elements,
                  etc., or
                  animated, morphed, or otherwise distorted in perspective or dimensional
                  appearance. 

              


      

       

      
        	
                7.

              	
                The
                  [*] Marks may not be combined with any other object, including,
                  but not
                  limited to, other logos, words, graphics, photos, slogans, numbers,
                  design
                  features, or symbols.

              


      

       

      
        	
                8.

              	
                The
                  [*] Marks must stand alone. A minimum amount of empty space must
                  surround
                  the [*] Marks separating it from any other object, such as type,
                  photography, borders, edges, and so on. The required area of empty
                  space
                  around the [*] Marks must be X, where X equals 1⁄2 the height of the [*]
                  Marks.

              


      

       

      
        	
                9.

              	
                The
                  [*] Marks shall include the appropriate TM and/or ® symbol(s) as shown in
                  this Exhibit.

              


      

       

      
        	
                10.

              	
                The
                  [*] Marks shall be attributed to [*] in all materials where it
                  is used,
                  with the attribution clause: “[*],
                  the [*] Logo, and [*] are either trademarks or registered trademarks
                  of
                  [*] in the United States and/or other
                  countries.”

              


      

      


      B.
        Company Marks & Guidelines:


       

      
        	
                11.

              	
                The
                  Ogo, IXI Mobile and PMG logos shall be used according to the corresponding
                  guidelines

              


      

       

      

       

      

       

      

       

      

       

      
        
          
          

        

        
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