EX-10.86



 Exhibit 10.86 
 Turf Program 
 Amendment No. 3 

No. 20110823.066.A.003
 Between 
 Goodman Networks, Inc. 

And 

AT&T Mobility LLC 
  

 







 Agreement No. 20110823.066.A.003 

AMENDMENT NO. 3 
 Amendment No. 20110823.066.A.003 
 This Amendment, shall be effective on the last date
signed by a Party (“Effective Date”), and amending Agreement No 20110823.066.C, is by and between Goodman Networks, Inc., a Texas corporation (“Contractor”) and AT&T Mobility LLC, a Delaware limited liability company
(hereinafter referred to as “AT&T”), each of which may be referred to in the singular as “Party” or in the plural as “Parties.” 
 WITNESSETH 
 WHEREAS, Contractor and AT&T entered into Agreement
No. 20110823.066.C dated December 16, 2011, as amended by Amendment No. 1 dated January 24, 2012 and Amendment No. 2 dated October 31, 2012 (the “Agreement”); and 

WHEREAS, Contractor and AT&T desire to amend the Agreement as hereinafter set forth. 
 Now, THEREFORE, in consideration of the premises and the covenants hereinafter contained, the Parties hereto agree as follows: 

1. Section 3.22, entitled “Invoicing and Payment,” is hereby deleted in its entirety and replaced in the Agreement as
follows: 
  

	 	3.22	Invoicing and Payment 

  

	a.	Invoices will follow the Invoicing Milestones set forth in the Section entitled “Invoicing Milestones and Progress Payments” and shall contain such other
information, and shall be in such format, as AT&T may from time to time specify. Contractor’s invoices shall reference only one (1) Order number, and Contractor may invoice for Work only after Work has been completed.


 Contractor shall invoice within a) fifteen (15) days of the Actualization of the applicable invoicing
Milestone or b) in the circumstance described in the Section entitled “Change Orders,” fifteen (15) days of receipt of the revised Order from AT&T which permits invoicing. Where Electronic Data Interchange (“EDI”) is
used, Contractor will fill in the required fields of information in the EDI system. Invoices shall reference the Order number. 
  

	b.	AT&T shall pay Contractor in accordance with the prices set forth in AT&T’s NORAD system or as set forth in an applicable Order within sixty (60) days
of the date of receipt of the invoice. Payment for shortages or Services not conforming to the Specifications, and portions of any invoice in dispute, may be withheld by AT&T until such problem has been resolved. If AT&T disputes any invoice
rendered or amount paid, AT&T shall so notify Contractor. The Parties shall use their best efforts to resolve such dispute expeditiously. Invoices received by AT&T more than one (1)


Proprietary and Confidential 
 This Amendment and information contained therein is not for use or disclosure outside of AT&T, its 
 Affiliates, and third party representatives, and Contractor except under written agreement by the 
 contracting parties. 

  
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 Agreement No. 20110823.066.A.003 

 

	 	year after the performance of Services or Delivery of Material are untimely and AT&T shall have no obligation to pay such invoices. At Contractor’s option, and
upon AT&T’s receipt of an accurate and payable invoice, Contractor may offer and AT&T may accept a one percent (1%) discount on all invoices paid by AT&T within twenty (20) days. All other payments shall be made by
AT&T within sixty (60) calendar days from receipt of an accurate invoice. 

  

	c.	Invoices for or including freight charges shall be accompanied by legible copies of prepaid freight bills, express receipts, or bills of lading supporting the invoice
amounts. Such invoices shall include (i) carrier’s name, (ii) date of shipment, (iii) number of pieces, (iv) weight, and (v) freight classification. 


 

	d.	AT&T may deduct any setoff or recoupment claims that it or its Affiliates may have against Contractor from amounts due or to become due to Contractor, whether under
this Agreement or otherwise. Contractor shall pay any amount due to AT&T or its Affiliates that is not applied against the invoiced amounts within thirty (30) days after written demand by AT&T. 


 

	e.	Contractor agrees to accept standard, commercial methods of payment and evidence of payment obligations, including, but not limited to, credit card payments, purchasing
card payments, AT&T’s purchase orders and electronic fund transfers, in connection with the purchase of the Material and Services. 

  

	f.	Contractor shall present an invoice to AT&T within fifteen (15) days of the latter of i) Actualization of CASPR MS160 (Acceptance) or ii) receipt of any
revised Order issued as a result of True-Up. Such invoice shall be considered the “Final Invoice.” A True Up shall occur no more than once for each Order and shall be completed prior to Actualization of MS160. Any errors or deficiencies in
any invoice submittal to AT&T must be corrected and resubmitted within five (5) business days. Contractor shall submit separate invoices for each Order. Contractor is responsible for the accuracy and completeness of invoices submitted for
payment and all invoices must clearly identify the scope of work and corresponding invoicing Milestones as identified in the Order. 

 The terms and conditions of Agreement No. 20110823.066.C in all other respects remain unmodified and in full force and effect. 
 Proprietary and Confidential 
 This Amendment and information contained
therein is not for use or disclosure outside of AT&T, its 
 Affiliates, and third party representatives, and Contractor
except under written agreement by the 
 contracting parties. 

  
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 Agreement No. 20110823.066.A.003 

 

			
	 
	 IN WITNESS WHEREOF, the Parties have caused this Amendment to Agreement No. 20110823.066.C to be executed, which may be in duplicate counterparts, each of which will be deemed to be an original
instrument, as of the Effective Date.
  

	 	 
	Goodman Networks, Inc.	  	 AT&T Mobility LLC

by AT&T Services, Inc.,
 its
authorized representative
  

	 	 
	 By: /s/ Carol B. Murdock

 
	  	By: /s/ Greg Thomas
	 	 
	 Printed Name: Carol Murdock

 
	  	Printed Name: Greg Thomas
	 	 
	 Title: VP, Contracts

 
	  	Title: Senior Contract Manager
	 	 
	 Date: 05-27-2014

 
	  	Date: 05-26-2014

 Proprietary and Confidential 

This Amendment and information contained therein is not for use or disclosure outside of AT&T, its 

Affiliates, and third party representatives, and Contractor except under written agreement by the 

contracting parties. 

  
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