**Exhibit 10.1**

 

*****CERTAININFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THECOMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THEOMITTED PORTIONS.**

 

**MASTERSERVICES AGREEMENT**

**FOR**

**DIRECTORYASSISTANCE SERVICES**

 

This Master Services Agreement (this “Agreement”),dated as of January 1, 2005 (“Effective Date”) is made by and between NextelOperations, Inc., a Delaware corporation, with its principal place of businessat 2001 Edmund Halley Drive, Reston, Virginia 20191, acting in its authority asagent and on behalf and for the benefit of “Nextel” (for purposes hereof, “Nextel”means Nextel ofCalifornia, Inc., a Delaware corporation; Nextel Communications of theMidAtlantic, Inc., a Delaware corporation; Nextel of New York, Inc., a Delawarecorporation; Nextel South Corp., a Georgia corporation; Nextel of Texas, Inc.,a Texas corporation and Nextel West Corp., a Delaware corporation) andMetro One Telecommunications, Inc., an Oregon corporation (“Vendor”), with itsprincipal place of business at 11200 Murray Scholls Place, Beaverton, Oregon97007.

 

**BACKGROUND**

 

A.            Nextel,with its Affiliates, provides a wide array of digital wireless communicationsservices throughout the United States.

 

B.            Vendoroffers directory assistance services for wireless carriers.

 

C.            Vendorcurrently provides directory assistance services for Nextel pursuant to thatcertain services agreement between the parties dated June 26, 1999 (the “OriginalAgreement”).

 

D.            Nextelhas described new requirements for directory assistance services.

 

E.             Vendorhas advised Nextel that it could fulfill such requirements of Nextel.

 

F.             Nexteland Vendor desire to terminate the Original Agreement and for Vendor to provideand Nextel to receive directory assistance services as set forth in thisAgreement.

 

**AGREEMENT**

 

**NOW, THEREFORE,** in considerationof the foregoing and the mutual promises and covenants contained herein, theparties agree as follows:

 

# **1.**         DEFINITIONS

# ** **

Capitalized terms used herein without definition shallhave the meanings ascribed to them on Exhibit A.

 
| **NEXTEL/VENDOR.** | ** ** | **DIRECTORY ASSISTANCE**      |
|--------------------|------------|-------------------------------|
| **CONFIDENTIAL**   | ** ** | **MASTER SERVICES AGREEMENT** |

 

1

----

 

# **2.**         ENGAGEMENTOF VENDOR TO PROVIDE SERVICES

# ** **

## 2.1.       **Engagement**. Nextel hereby engages Vendor to provide theServices and Vendor accepts such engagement. Vendor shall provide personnel, its expertise and the technical,professional and project management services as are called for by the ImplementationPlan and the DAS Statement of Work or as otherwise necessary and appropriate tocarry out the Services.

##  

## 2.2.       **Services; Transition of Call Volume**.

##  

### 2.2.1.           **Continuation of Services**.  As of the Effective Date, Vendor, with thecooperation of Nextel, shall accomplish the seamless and orderly continuationand transition of directory assistance services from the manner in which Nextelcurrently receives directory assistance services from Vendor under the OriginalAgreement, to the provision of the Services to Nextel by Vendor pursuant to theterms and conditions of this Agreement, including in accordance with allpricing and Service Level Requirements set forth herein.  Such continuation of Services shall beaccomplished in such a manner as to have no adverse effect upon Nextel or uponthe quality or continuity of the services being provided to it.  From and after the opening of business on theEffective Date, Vendor shall ensure that there is no material adverse effect onthe quality of the directory assistance services to Nextel and Nextel’sCustomers.

###  

### 2.2.2.           **Implementation Plan for New Services**.  Attached as Schedule 2.2.2 hereto is anImplementation Plan describing Services that Vendor did not provide under theOriginal Agreement, but which will be provided under this Agreement.  Vendor shall provide such new Servicespursuant to the terms and conditions of this Agreement, including in accordancewith all pricing and Service Level Requirements, as of the applicable ServiceCommencement Date.  The ImplementationPlan sets forth a number of actions and projects to be completed by Vendor andNextel for the benefit of Nextel, and the dates by which such actions andprojects are to have been completed. Vendor shall complete in all material respects all such actions andprojects by such dates and Nextel shall cooperate in good faith with Vendor inits efforts in this regard.  Vendorunderstands and agrees that time is of the essence in the performance of itsobligations hereunder.

###  

### 2.2.3.       **Transition of Customer Call Traffic**.  Nextel shall be entitled to transitionCustomer call traffic volume from Vendor to an alternative directory assistanceservice provider at any time during the Term of this Agreement upon[ . . . * * * . . . ] priorwritten notice to Vendor.  Such noticeshall specify the amount of volume that Nextel intends to transition as well asthe geographical market areas to be affected. Vendor and Nextel agree to abide by Section 12.4 with respect toall such transitions and treat any such transitions as a Disentanglement as setforth therein.  For purposes ofclarification, a transition of Customer call volume traffic

 

----

***Certain information inthis exhibit has been omitted and filed separately with the commission.

Confidential treatmenthas been requested with respect to the omitted portions.

 

2

----

 

### pursuant to this Section shall not be considered a termination forconvenience.

###  

## 2.3.       **Statement of Work**.  On the Effective Date, and at all timesthereafter during the Term, except as otherwise expressly stated herein, andsubject to the qualifications, limitations, and exclusions expressed elsewherein this Agreement, Vendor shall perform all of the tasks and provide Nextelwith all of the Services described in or (based upon a reasonable interpretationof the parties’ intentions) contemplated by the Statement of Work attached asSchedule 2.3 hereto (the “DAS Statement of Work”).

##  

## 2.4.       **Service Level Requirements**. Except as otherwise specified in this Agreement, Vendor shall performall Services at levels at least in accordance with the Service LevelsRequirements set forth on Schedule 2.4 (the “Service Level Requirements”).Vendor shall measure and report its performance against the Service LevelsRequirements during each month, by the fifth (5th) Business Day of thefollowing month.  In order to provideService at levels specified, Vendor may need to temporarily route calls to analternative Call Center.  In such circumstances,Vendor reserves the right to service calls from any of the Call Centersdescribed in Schedule 2.7.

##  

## 2.5.       **Testing**.

##  

### 2.5.1.           **Interim Testing and Pilot**.  For all new Services, including the newServices identified in the Implementation Plan and all other future Servicesprovided under this Agreement, upon Vendor’s notification to Nextel that Vendorhas reached any testing milestone set forth on the applicable new ServiceRoll-Out Plan, Nextel and Vendor, as applicable, shall begin the testingprocess (including the process of conducting any pilot operations) identifiedand described in the applicable new Service Roll-Out Plan and/or NextelBusiness Requirements Document for the applicable milestone using the testprocedures and standards set forth in, or developed in accordance with, theapplicable new Service Roll-Out Plan and/or Nextel Business RequirementsDocument.  If Nextel, in connection withsuch testing, determines that the Services, or any applicable portion thereofor any other deliverable hereunder for which testing is appropriate(i) have not met the applicable testing criteria, or (ii) are not incompliance with the warranties of Section 8, Nextel shall deliver toVendor a report describing the discrepancies. Vendor shall correct the errors or defects at no cost to Nextel withinten (10) Business Days after receiving such report, and any applicable testprocedures shall be repeated.

###  

### 2.5.2.       **Final Testing**.  For allnew Services, including the new Services identified in the Implementation Planand all other future Services provided under this Agreement, upon successfulcompletion of all interim testing provided for in Section 2.5.1 above andcompletion of all implementation tasks 

 

3

----

 

### scheduled to be completed prior to the Service Commencement Date forthe applicable Service, Nextel shall make the applicable new Service availableto Customers in a production environment. Once Nextel has made the new Service available to such Customers in aproduction environment for a sufficient time to test all functions of the newService [ . . . * * * . . . ]and has determined that: (i) the new Services were provided in accordancewith the applicable new Service Roll-Out Plan and Nextel Business RequirementsDocument (and/or other mutually agreed to requirements document) without materialerror, (ii) the new Services are being provided as warranted inSection 8, and (iii) all other Services described in the applicablenew Service Roll-Out Plan and Nextel Business Requirements Document that arerequired to be completed prior to the applicable Service Commencement Date,have been completed, then Nextel shall notify Vendor in writing of “Final TestCompletion” of the applicable new Service. Unless otherwise set forth in an applicable new Service Roll-Out Plan orNextel Business Requirements Document, as of the applicable ServiceCommencement Date, the provision of a new Service shall be subject to allService Levels set forth herein and Vendor shall be entitled to charge Nextelfor such Services.

###  

### 2.5.3.           **Omitted Test Criteria**. To the extent that any item is subject to testing as provided in thisSection 2.5, but specific testing criteria are omitted from or notdeveloped pursuant to the applicable new Service Roll-Out Plan or NextelBusiness Requirements Document, Nextel’s testing criteria shall be that thetested items meet the requirements of this Agreement to Nextel’s reasonablesatisfaction.

###  

## 2.6.       **Use of Affiliates and Subcontractors**.

##  

### 2.6.1.           Exceptto utilize the Subcontractors listed on Schedule 2.6 for the functionsidentified on such schedule, Vendor shall not perform its obligations throughits Affiliates or through the use of Subcontractors, without the prior writtenconsent of Nextel, which consent will not be unreasonably withheld[ . . . * * * . . . ].Notwithstanding anything herein to the contrary, each Subcontractor shallexecute a confidentiality agreement with Vendor providing for confidentialityand the protection of Customer Data and containing terms at least as stringentas set forth in Sections 7.3 and 13.4. This section of the Agreement shall not apply to Vendor’s choice ofcarrier for call routing and completion.

###  

### 2.6.2.           Vendorshall not be relieved of its obligations under this Agreement by use of anysuch Affiliates or Subcontractors.  IfNextel determines that the performance or conduct of any Vendor Subcontractoror Affiliate or any individual employee thereof, is unsatisfactory, Nextel maynotify Vendor of its determination in writing, indicating the reasonstherefore, in which

 

----

***Certain information inthis exhibit has been omitted and filed separately with the commission.

Confidential treatmenthas been requested with respect to the omitted portions.

 

4

----

 

### event Vendor shall promptly take all necessary and appropriate actionsto remedy the performance or conduct of such Subcontractor or Affiliate or anyindividual employee thereof and, if so requested by Nextel and in Nextel’sreasonable discretion, to replace such Subcontractor or Affiliate or anyindividual employee thereof.

###  

## 2.7.       **Location of Performance**. [ . . . * * * . . . ]  Vendor shall use its best efforts to provideServices from Call Centers in close geographic proximity to the location of theCustomer requesting Service. [ . . . * * * . . . ]

##  

## 2.8.       **Non-Exclusivity**. Notwithstanding anything else to the contrary set forth in thisAgreement, nothing herein shall prevent Nextel from providing for itself orobtaining from any third party, at any time during the Term or thereafter,directory assistance services, or any other products or services, in any wayanalogous, similar or comparable to the Services and deliverables madeavailable by Vendor hereunder.

##  

# **3.**         ADDITIONALVENDOR SERVICE REQUIREMENTS

# ** **

## 3.1.       **Compatibility**.  To theextent that appropriate specifications for new Services have been provided byNextel and to the extent that the Parties have mutually agreed to animplementation timeline for such new Services, Vendor agrees that it shall beresponsible for ensuring that (i) all services, equipment, networks, softwareand other resources utilized by Vendor or approved by Vendor for utilization byNextel in connection with the providing or receiving of the Services(collectively, the “Provided Resources”) shall be successfully interfaced with,and shall be compatible with, the services, systems, items, and other resourceswith which they will interoperate to carry out the Services that are owned byor leased or licensed to Nextel, or are provided to Nextel by third partyservice providers (collectively, the “Nextel Resources”), and for ensuring that(ii) none of the Services or other items provided to Nextel by Vendor shall beadversely affected by, or shall adversely affect, the Nextel Resources or anyservices provided by any such third party providers, whether as tofunctionality, speed, service levels, interconnectivity, reliability,availability, performance, response times, or otherwise.  Vendor further agrees that to the extent thatany equipment, interfaces or other technology needs to be procured, developed,and/or modified in order for the Provided Resources to integrate fully andsuccessfully, and be compatible, with the Nextel Resources after execution ofthis Agreement, Vendor shall assume responsibility, at the commerciallyreasonable request of Nextel for such procurement, development, and/ormodification, limited to the types of development or modification servicesotherwise required of Vendor under this Agreement.  For purposes of the foregoing, the “reasonableness”of Nextel’s request shall take into account established industry technicalstandards.  Nothing in this Section shallin any way limit or restrict Vendor’s obligation to meet the requirements ofthe DAS Statement of Work and to provide the Services.

 

----

***Certain information inthis exhibit has been omitted and filed separately with the commission.

Confidential treatmenthas been requested with respect to the omitted portions.

 

5

----

 

## 3.2.       **Cooperation**.  Vendorshall cooperate, as reasonably requested by Nextel, with other serviceproviders of Nextel to coordinate the provision of Services with the servicesand systems of such other service providers acting in good faith, where Vendor’sServices have a material impact on such services.  Such coordination shall include: (i)facilitating with such other relevant service providers the timely resolutionof all problems that may arise and impact the Services or the provisionthereof, regardless of the actual or suspected root-cause of such problems, andusing commercially reasonable efforts to obtain and maintain the activeparticipation, cooperation and involvement of such other service providers asis required for such problem resolution; (ii) providing informationconcerning any or all of the Provided Resources or the data, computingenvironment, and technology direction used in providing the Services, subjectto appropriate confidentiality agreements addressing the protection ofintellectual property, trade secrets and other competitively sensitive information;(iii) working with other service providers in the implementation andintegration of the Services with the Nextel Resources in Nextel’s environmentand, as reasonably requested, the integration and interfacing of the Servicesof such other service providers with the Services,; (iv) providingreasonable access to and use of the Provided Resources,; (v) ensuring thecontinued integration and provision of the Services in accordance with theAgreement (and the Schedules hereto and the deliverables hereunder) with theNextel Resources as such may be upgraded, modified, or replaced from time totime; and (vi) performing tasks reasonably assigned to Vendor inconnection with the Services and the foregoing activities described in thissentence.  [ . . . * * * . . . ]  Nothing in this Section shall in any wayinterfere with Vendor’s ability to or limit or restrict Vendor’s obligation tomeet the requirements of the DAS Statement of Work and to provide theServices.  Nothing in this section shallrequire Vendor to disclose its trade secrets or license its intellectualproperty to any third party.

##  

## 3.3.       **Continuous Improvement**. Throughout the Term, Vendor shall develop and provide the Services underquality assurance programs, and Vendor shall propose, from time to time, newtechnologies and procedures to improve the Services or the provisionthereof.  Vendor shall, in any suchproposal and at a minimum, identify and apply proven techniques and tools fromother non-proprietary installations within Vendor’s operations or knowledgethat could benefit Nextel’s use of the Services either operationally orfinancially.  Not in limitation of theforegoing, Vendor shall provide any continuous improvement activities specifiedin the DAS Statement of Work.

##  

## 3.4.       **Root Cause Analysis**. Upon Vendor’s discovery of, or, if earlier, Vendor’s receipt of a noticefrom Nextel in respect of Vendor’s failure (i) to meet a Service Level; or(ii) to provide any of the Services in accordance with this Agreement,Vendor shall promptly (and in any event within five (5) Business Days), performa root-cause analysis to identify the cause of such failure.  Vendor shall promptly and, in any event,within five (5) Business Days after such discovery or notice, provide Nextelwith a written report detailing the cause of, and procedure for correcting,

 

----

***Certain information inthis exhibit has been omitted and filed separately with the commission.

Confidential treatmenthas been requested with respect to the omitted portions.

 

6

----

 

## such failure andproviding Nextel with reasonable evidence that failures within Vendor’s controlwill not recur.

##  

## 3.5.       **Procedures Manual**. Within sixty (60) days following the Effective Date, Vendor, with Nextel’scooperation, shall finalize a procedures manual (the “Procedures Manual),applicable to the Services, which shall be attached hereto asSchedule 3.5.  Nextel reserves theright to identify (at any time, and from time to time, until ninety (90)calendar days after the date of completion of such manual) and notify Vendor ofsuch items as Nextel shall reasonably deem appropriate for inclusion in suchProcedures Manual.  Vendor shall revisethe Procedures Manual from time to time during the Term as required (with the expectationthat more frequent revision shall be appropriate early in the Term) to reflectany changes to the Services or related requirements so as to maintain theProcedures Manual in an up to date, accurate status at all times.  At least annually, Vendor shall submit thethen current Procedures Manual to Nextel for review, comment and, with respectto those Sections of the Procedures Manual that were originally mutuallydeveloped by the parties, approval. Vendor shall comply with the Procedures Manual.

##  

## 3.6.       **Disaster Recovery Plan**. Within sixty (60) days following the Effective Date, Vendor, with Nextel’scooperation, shall finalize a disaster recovery plan (the “Disaster RecoveryPlan”) applicable to the Services, which shall be attached hereto as Schedule 3.6.  Nextel reserves the right to identify (at anytime, and from time to time, until ninety (90) calendar days after the date ofcompletion of such plan) and notify Vendor of such items as Nextel shall reasonablydetermine to be appropriate for inclusion in such Disaster Recovery Plan.  Prior to each anniversary of the EffectiveDate during the Term, Vendor shall revise the Disaster Recovery Plan asappropriate to reflect any changes to the Services or related requirements andsubmit it to Nextel for review, comment, and approval, which shall not beunreasonably withheld.  Nextel and Vendorshall implement and comply with the Disaster Recovery Plan.

##  

## 3.7.       **Quality**. [ . . . * * * . . . ]  Vendor is a service organization and itsmanagement has taken responsibility to ensure that documented policies andtested processes are in place for quality system activities, contract review,design control, purchasing, process control and testing with corrective action.** **In addition, Vendorshall ensure that it, its employees, agents and Subcontractors take no actionthat results in Nextel or any of its Affiliates losing any ISO 9000 or CMMLevel 2 or similar quality certification in existence as of the Effective Date,or which Nextel obtains or seeks to obtain after such date.

##  

## 3.8.       **Nextel Partners Operating Corporation. **Vendor understands and agrees that Nextel Partners OperatingCorporation (“NPOC”) will need a separate agreement with Vendor for provisionof Services. [ . . . * * * . . . ]  Neither Nextel nor NPOC (nor their respectiveAffiliates) shall have any liability for the obligations of the other(including, without limitation, any liability for any payment obligations) andVendor agrees not to sue Nextel or its Affiliates or hold Nextel or itsAffiliates

 

----

***Certain information inthis exhibit has been omitted and filed separately with the commission.

Confidential treatmenthas been requested with respect to the omitted portions.

 

7

----

 

## liable for abreach by NPOC of any agreement between Vendor and NPOC, but rather to proceeddirectly and solely against NPOC.[ . . . * * * . . . ]

##  

## 3.9.       **Change Management**.** **Vendor and Nextel may, by mutualwritten agreement, enter into additional statements of work for the performanceof additional services (“Additional Services”) not contemplated by the DASStatement of Work, whether related to the Services, or otherwise (each, an “AdditionalStatement of Work”).  In the absence of aspecific, express agreement to the contrary, any such Additional Statement ofWork shall be governed by the terms and conditions of this Agreement.  Nextel and Vendor agree to process proposalsfor Additional Services, as follows:

##  

### 3.9.1.           Nextelmay at any time, and from time to time, request that Vendor perform AdditionalServices for Nextel with reasonable advance written notice that includes areasonably detailed specification of the nature, extent and desired timeframefor the work to be performed and specifies the desired pricing proposal (fixed price,time & materials or both).

###  

### 3.9.2.           Withina reasonable period[ . . . * * * . . . ] afterreceiving such a request from Nextel, Vendor shall prepare and submit aninitial proposal to Nextel that includes estimated pricing and timelines forthe project.  If Nextel chooses to pursueits request further by responding to Vendor within ten (10) Business Days,Vendor shall, within a reasonable period, prepare a written proposal that:

###  

#### (a)           assessesthe expected impact of such request on any Services or deliverables then beingprovided hereunder;

####  

#### (b)           meets thepricing requirements set forth below;

####  

#### (c)           definesand describes how Vendor would fulfill or satisfy such request, and describesany Additional Services and deliverables to be provided by Vendor pursuantthereto;

####  

#### (d)           sets forthcost estimates, specifications, implementation plans and time schedules, withappropriate milestone and completion dates, anticipated by Vendor in connectionwith fulfilling such request;

####  

#### (e)           containsproposed completion and acceptance criteria; and

####  

#### (f)            setsforth any other information Vendor considers appropriate for inclusion.

####  

### 3.9.3.           Withrespect to any request for a fixed price proposal, Vendor shall propose a fixedprice or a fixed rate per unit of performance, as appropriate in either casebased upon the best rates Vendor is offering to other major customers forservices of a similar nature and scope. With respect to any request for a time and materials proposal, Vendorshall propose to perform at the T&M Rates.

 

----

***Certain information inthis exhibit has been omitted and filed separately with the commission.

Confidential treatmenthas been requested with respect to the omitted portions.

 

8

----

 

### 3.9.4.           IfNextel shall deem such proposal acceptable, and shall so notify Vendor by awritten purchase order executed by an authorized signatory of Nextel.

###  

### 3.9.5.           Asto any proposed Additional Services, Vendor agrees that Nextel may solicit oraccept bids from any service provider that it may also have requested Vendor toperform and may award such work to any such bidder for any reason.

###  

### 3.9.6.           Inthe event Vendor wishes to perform Additional Services for Nextel, it shallnotify Nextel in writing of the request and provide Nextel with a proposal;thereafter, the procedure shall be as stated above.

###  

## 3.10.     **Customer Satisfaction and Communication**.The parties shall conduct Customer satisfaction surveys during the Term inaccordance with Schedule 3.10.  Thesurveys shall cover a representative sample of the Customers.  Nextel shall provide reasonable assistance toVendor to:  (i) identify theappropriate sample of Customers; (ii) distribute the surveys; and(iii) encourage participation by such Customers in order to obtainmeaningful results.  Vendor’s ContractExecutive shall review results of the survey with Nextel.  The customer satisfaction survey may includeNextel personnel however the results of that survey shall not include Nextelpersonnel in connection with the requirements or provisions of Schedule 2.4hereto.

##  

## 3.11.     **Reporting**. Vendor shall furnish Nextel with reports in the form, and with thefrequency, and covering the information, described in Schedule 3.11, or ina notice delivered by Nextel to Vendor from time to time.  On an annual basis, the parties shall discussthe requirements set forth in Schedule 3.11 and modify such requirementsas they may mutually agree.  Vendor shallfurnish all reports to Nextel in an electronic form.  Vendor shall promptly inform Nextel of anyknown and material deficiencies, omissions, or irregularities in Nextel’srequirements or in Vendor’s performance of the Services that may come to Vendor’sContract Executive’s attention.  To theextent that it is permitted by third parties and made available to Vendor’scustomer base without additional cost, Vendor shall furnish Nextel withmaterial and applicable research and development information, such as publishedmaterials and industry studies conducted for or by Vendor, that come to theattention of Vendor’s Contract Executive and pertain to the Services, and thatVendor’s Contract Executive believes would assist Nextel in setting itsdirectory assistance policies or requirements. Vendor’s Contract Executive shall also advise Nextel of other matters ofa material nature including those that have a cost associated with them that hebelieves would be helpful to Nextel in setting or revising its directoryassistance policies or requirements.

##  

# **4.**         RESPONSIBILITIESOF NEXTEL

# ** **

## 4.1.       **Assigned Tasks**. Nextel agrees to perform the tasks specifically identified as Nexteltasks pursuant to this Agreement.  Nextelmay use subcontractors or an outsourcing service provider to perform anyservice required to be performed by it hereunder or receive performance of theServices.  Nextel will be responsible for

 

9

----

 

## the performance ofits subcontractors, and will require its subcontractors to comply with relevantprovisions of this Agreement. Notwithstanding anything herein to the contrary, each Nextelsubcontractor shall execute a confidentiality agreement with Nextel providingfor confidentiality and the protection of Confidential Information andcontaining terms at least as stringent as set forth in Sections 7.3.

##  

## 4.2.       **Configuration Information**. Subject to its license and confidentiality restrictions with thirdparties, Nextel shall use commercially reasonable efforts to obtain and provideto Vendor such information as it requires regarding Nextel’s productionenvironment and an application programming interface to its existingsystems.  Nextel shall not imposeadditional cost on Vendor for such access.

##  

# **5.**         RELATIONSHIPMANAGEMENT

# ** **

## 5.1.       **Steering Committee**. The parties shall establish and maintain an advisory oversight committee(the “Steering Committee”), which shall be composed of an equal number ofVendor’s representatives and Nextel’s representatives.  The initial representatives and theirpositions with Nextel and Vendor, respectively, are set forth in the PersonnelTable attached hereto as Schedule 5.1. The members appointed by either party may be replaced at the discretionof such party.  The generalresponsibilities of the Steering Committee shall be:  (i) to monitor the general progress ofthe performance of this Agreement; (ii) to analyze and attempt to resolvematters referred by the Contract Executives; (iii) to review Vendor’sservice performance against the Service Levels and recommend remedial actionsto resolve any performance deficiencies; and (iv) to consider and recommendto authorized management approval or rejection of proposed AdditionalStatements of Work.  The SteeringCommittee shall meet twice per calendar year, or more frequently as requestedwith ten (10) Business Days’ prior written notice, by either Nextel or Vendor,and at these meetings shall discuss reports prepared by the Contract Executiveswith respect to the status of the performance of this Agreement and significantevents that have occurred since the previous meeting.  Such meetings shall be in person in or nearReston, Virginia, provided that they may be by telephone if requested byNextel.

##  

## 5.2.       **Contract Executives**. Each party shall appoint an individual (the “Contract Executive”) to actas the primary liaison between the parties with respect to the management ofthis Agreement and the parties’ relationship hereunder. The initial ContractExecutives and their positions with Nextel and Vendor, respectively, are setforth on the Personnel Table.  Vendor’sContract Executives shall have overall responsibility for directing all ofVendor’s activities hereunder, and shall be vested with all necessary authorityto fulfill that responsibility.  Vendor’sContract Executive shall be deemed one of Vendor’s Key Personnel.

 

10

----

 

## 5.3.       [ . . . * * * . . . ]

##  

### 5.3.1.           [ . . . * * * . . . ]

###  

### 5.3.2.           [ . . . * * * . . . ]

###  

## 5.4.       **Additional Personnel Requirements**.

##  

### 5.4.1.           **Additional Staffing**. In addition to Vendor’s Key Personnel, Vendor shall make available suchadditional professionals as are necessary to properly perform Vendor’sobligations under this Agreement, including Vendor’s personnel as described inthe Personnel Table.  The additionalpersonnel shall perform the functions, and shall have minimum time commitmentto Nextel and minimum experience, as set forth in such listing.

###  

### 5.4.2.           **Individual Performance**. If Nextel believes that the performance or conduct of any personemployed or retained by Vendor or its Subcontractor to perform Vendor’sobligations under this Agreement is, for any lawful reason, unsatisfactory toNextel or is not in compliance with the provisions of this Agreement, Nextelmay so notify Vendor and upon any such notice Vendor shall promptly remedy theperformance or conduct of such person, or, if the conduct or performance hasnot been corrected within fourteen (14) calendar days after Nextel providesVendor notice of the problem, then, at Nextel’s request, Vendor shall replace,or cause its Subcontractor to replace, such person with another person.

###  

### 5.4.3.           [ . . . * * * . . . ]

###  

### 5.4.4.           **Non-Solicitation**. Except as otherwise provided in this Agreement, and excluding eitherparty’s standard recruitment practice which may include solicitation ofemployees through employment agencies (other than by members of the Vendorproject staff assigned to Nextel), advertisements in newspapers, magazines,trade journals, or Internet Web sites, during the Term and for six (6) monthsthereafter, neither party shall, without the other party’s prior written consent,which may be withheld in its sole discretion, directly or indirectly solicitany employee of the other party whose duties and responsibilities includeServices performed in connection with this Agreement to leave the other party’semploy in order to accept employment with the soliciting party, its Affiliates,actual or prospective subcontractors, or any other Person.

###  

## 5.5.       **Dispute Resolution**.

##  

### 5.5.1.           **Problems**.  In theevent of a dispute hereunder, the Steering Committee shall discuss and make aneffort to resolve such dispute at or prior to the next scheduled SteeringCommittee meeting.  If the SteeringCommittee shall have executed a written resolution of the dispute, each partyshall begin performance in accordance with such resolution, provided that no

 

----

***Certain information inthis exhibit has been omitted and filed separately with the commission.

Confidential treatmenthas been requested with respect to the omitted portions.

 

11

----

 

### agreement of the Steering Committee may amend or modify the terms ofthis Agreement without the concurrence of authorized management from bothparties.  At any time, a party may refera dispute to be resolved by the Senior Vice President-Products and Services orSenior Vice President-Engineering and Operations of Nextel and the ChiefFinancial Officer of Vendor (the “Senior Executives”).

###  

### 5.5.2.           **Unresolved Disputes**. If any dispute arises between the parties, and the disputed matter hasnot been resolved by the Steering Committee within ten (10) Business Days aftersuch dispute has come to their attention, and the disputed matter has not beenresolved by the Senior Executives, within twenty (20) additional calendar days,or such longer period as agreed to in writing by the parties, and withoutregard to whether either party has contested whether these procedures,including the duty of good faith, have been followed, each party shall have theright to commence any legal proceeding in a court of competent jurisdiction aspermitted by law.

###  

### 5.5.3.           **No Termination or Suspension of Services**.  Notwithstanding anything to the contrarycontained herein, and even if any dispute arises between the parties andregardless of whether or not it requires at any time the use of the disputeresolution procedures described above, in no event nor for any reason shallVendor interrupt the provision of Services to Nextel or perform any otheraction that prevents, slows down, or reduces in any way the provision ofServices or Nextel’s ability to conduct its business, unless:  (i) authority to do so is granted byNextel in writing or conferred by a court of competent jurisdiction; (ii) thisAgreement has been terminated pursuant to Section 11; or (iii) Nextel hasfailed to properly pay any undisputed invoiced fees, in accordance withSection 6.7, Payment of Invoices, below, subject to compliance with allapplicable notice and cure periods provided for in Sections 6.7 and 11.

###  

### 5.5.4.           **Injunctive relief**. Neither party shall be obligated to follow the procedures set forth inSections 5.5.1 and 5.5.2 in order to seek injunctive relief for violationsof Section 5.5, Section 7 or Section 13.4.

###  

# **6.**         PRICEAND PAYMENT TERMS

# ** **

## 6.1.       **Total Price**.  Thetotal consideration payable to Vendor under this Agreement shall consist of(i) Service Fees; and (ii) the charges, if any, incurred pursuant to thisSection 6, provided that Vendor’s invoices for any such charges shall bereduced by the amount of any applicable Adjustment Credits.  No other fees or charges of any kind whatsoevershall be payable or reimbursable under this Agreement in respect of Vendor’sobligations to provide any Services hereunder. Without limiting the generality of the foregoing, except as specificallyprovided in Section 6.2.4, any travel or lodging or other out of pocketexpenses required to be incurred by Vendor to carryout the Services hereundershall be at Vendor’s sole cost and expense.

 

12

----

 

## 6.2.       **Amounts to be Invoiced**.

##  

### 6.2.1.           **Service Fees**.** **Beginning on the ServiceCommencement Date and thereafter during the Term, Vendor may invoice Nextel forthe Services at the rates, and in accordance with the terms, set forth in theFee Schedule attached hereto as Schedule 6.2.1 (the “Service Fees”).

###  

### 6.2.2.           **Exit Fees**.  In theevent of a Nextel Termination for Convenience, Vendor may invoice Nextel forexit fees (the “Exit Fees”)[ . . . * * * . . . ].

###  

### 6.2.3.           **Adjustment Credits**. Each invoice shall also include any applicable Adjustment Credits.

###  

### 6.2.4.           **Travel and Lodging Expenses**. Vendor may invoice Nextel for reasonable out of pocket travel andlodging expenses, actually incurred by Vendor personnel in connection withtravel pre-approved by Nextel for directly providing Services, in accordancewith Nextel’s expense policies as in effect from time to time, the currentversion of which is attached hereto as Schedule 6.2.4.

###  

## 6.3.       **Adjustment Credits**.  Schedule 2.4 sets forth specifiedAdjustment Credits that shall be granted to Nextel if and when Vendor’s actualperformance of Services fails to meet certain levels, as measured against theService Level Requirements. [ . . . * * * . . . ]

##  

## 6.4.       [ . . . * * * . . . ]

##  

## 6.5.       **Services under Additional Statements of Work**.  Nextel shall pay for any services under anAdditional Statement of Work on the basis set forth in such AdditionalStatement of Work.  Such services will beinvoiced on the same monthly invoices provided by Vendor, but will beidentified separately from monthly amounts for ongoing Services.

##  

## 6.6.       **Purchase Orders; Invoices**. Nextel shall issue purchaseorders for all charges hereunder.  Vendorshall furnish Nextel with a monthly invoice on or before the tenth (10th)day of each month, in arrears, for the Services and Additional Servicesperformed by Vendor in the preceding month. Each invoice shall include an itemized accounting of the Service Feesand any applicable credits and adjustments, and shall be accompanied byinformation and data that support such fees, credits and adjustments andreference to the applicable purchase order. Each monthly invoice, and the supporting information and data relatingthereto, shall be presented in such reasonable detail as is requested orapproved by Nextel.  No invoice may beissued except pursuant to an applicable purchase order.

##  

## 6.7.       **Payment of Invoices**.

##  

### 6.7.1.           **General**.  Nextel shallpay all undisputed invoices properly issued in compliance with this Sectionwithin [ . . . * * * . . . ]calendar days after Nextel’s receipt of invoice.  Any invoiced amount paid after [ . . . * * * . . . ]days from Nextel’s receipt of invoice shall incur interest in

 

----

***Certain information inthis exhibit has been omitted and filed separately with the commission.

Confidential treatmenthas been requested with respect to the omitted portions.

 

13

----

 

### the amount of[ . . . * * * . . . ] a monthfrom [ . . . * * * . . . ]until paid.  Notwithstanding theforegoing, Nextel may, however, after giving Vendor prior written notice with areasonable description of the reasons therefor during the[ . . . * * * . . . ] dayperiod from Nextel’s receipt of the invoice, withhold payment of that portionof any invoiced amounts that Nextel disputes in good faith, pending resolutionof the matter in accordance with Section 5.5 above.

###  

### 6.7.2.           **Electronic Payment**. Vendor shall support payment of invoices by Nextel for DirectoryAssistance Service via electronic funds transfer (i.e., Automated Clearinghouse(ACH)) in immediately available U.S. funds. Vendor shall support the transfer of billing detail records in aneditable, electronic format to Nextel (i.e., PDF and similar image type filesshall not be accepted) through the use of FTP (File Transfer Protocol).

###  

### 6.7.3.           **Back Billing**.  Vendorshall be limited to a maximum of[ . . . * * * . . . ] forback billing for any billing charge corrections that need to be made.

###  

## 6.8.       [ . . . * * * . . . ]

##  

## 6.9.       **Taxes**.

##  

### 6.9.1.           **Compliance**. The parties shall comply with all federal,state, and local tax laws applicable to transactions occurring under thisAgreement.  Vendor shall provide Nextelwith a completed Form W-9, applicable Form W-8 series form, or Form 8233, asappropriate, for federal income tax reporting purposes.

###  

### 6.9.2.           **Payment Obligation**. Nextel shall be responsible forapplicable Transaction Taxes imposed on charges for goods and services providedby Vendor to Nextel under this Agreement. However, Nextel shall not be responsible for such taxes for which Nextelhas provided Vendor with a valid, properly executed, exemptioncertificate.  Nextel shall not beresponsible for any taxes imposed on Vendor arising from Vendor’s consumptionof goods and services in connection with this Agreement.  Nextel shall not be responsible for any othertaxes, assessments, duties, permits, tariffs, fees or other charges of anykind.

###  

### 6.9.3.           **Invoicing**.  Vendorshall separately state all taxable and non-taxable charges on all invoicesissued to Nextel. Vendor shall separately state applicable taxes on charges forgoods and services provided under this Agreement.  If Vendor fails to properly invoice Nextelfor taxes on the original invoice for goods and services provided under thisAgreement, Vendor shall pay such taxes and Nextel shall not be responsible forpayment of such taxes to Vendor.

###  

### 6.9.4.           **Cooperation**.  Theparties shall cooperate with one another to minimize taxes arising from thisAgreement.

 

----

***Certain information inthis exhibit has been omitted and filed separately with the commission.

Confidential treatmenthas been requested with respect to the omitted portions.

 

14

----

 

### 6.9.5.           **Transaction Taxes**.  Asused herein, “Transaction Taxes” shall be defined as state and local sales anduse taxes, including Arizona transaction privilege tax, Arkansas gross receiptstax, Hawaii general excise tax, Illinois retailer’s occupation tax, and NewMexico gross receipts tax.

###  

## 6.10.     [ . . . * * * . . . ]

##  

## 6.11.     [ . . . * * * . . . ]

##  

## 6.12          **T&MRates**.  Solely for theprovision of Additional Services under this Agreement and as otherwisespecifically set forth herein, Vendor’s time and materials rates for itspersonnel (the “T&M Rates”) throughout the Term are set forth on the FeeSchedule.  Commencing after the one yearanniversary of the Services Commencement Date, and no more often than once peryear, Vendor may, by written notice to Nextel, increase the amount of any ofthe T&M Rates by no more than the CPI Increase over the amount of such ratethe prior year.

 

# **7.**         PROPRIETARYRIGHTS; CONFIDENTIALITY

# ** **

## 7.1.       **Nextel Proprietary Rights**.

##  

### 7.1.1.       **License**.  During theTerm of the Agreement, and solely to the extent necessary to permit Nextel toobtain the benefits of the Services Vendor will provide pursuant to theAgreement, Vendor hereby grants Nextel and its Affiliates a non-exclusive,worldwide, royalty-free license, solely for Nextel’s Internal Purposes, to use,copy, modify (create derivative works from), display and transmit (includingelectronically and wirelessly) (and to permit third party outsourcing providersproviding service to Nextel, other than directory assistance services, underappropriate confidentiality agreements to use, copy, modify, display andtransmit) any and all Vendor Work Product delivered (or required to bedelivered) to or used by Nextel in performing its functions under thisAgreement or in obtaining the benefits of the Services hereunder.  However, notwithstanding the precedingsentence or anything in the Agreement to the contrary:

###  

### a)     Nextel isprecluded from providing any Vendor Work Product, or any licenses thereto, toany third party for purposes other than Nextel’s Internal Purposes unless (i)Vendor, in its sole discretion, has consented in writing to such provision ofVendor Work Product and (ii) the third party executes a license with Vendorwhich includes royalty payments to Vendor which are acceptable to Vendor atVendor’s sole discretion; and

###  

### b)    Vendor grants nolicenses whatsoever to either Nextel or to any third party for any service orproduct (including without limitation any call

 

----

***Certain information inthis exhibit has been omitted and filed separately with the commission.

Confidential treatmenthas been requested with respect to the omitted portions.

 

15

----

 

### processing or directory assistance service) with respect to whichVendor is not entitled to receive consideration pursuant to this Agreement,provided, however, that the parties acknowledge and agree that the fees setforth in Schedule 6.2.1 represent full and sufficient consideration for,among other things, all licenses provided to Nextel pursuant to this Agreement.

###  

### 7.1.2.           **Ownership of Developed Work Product**.  Developed Work Product shall be mutuallydesignated as such in connection with the DAS Statement of Work or anAdditional Statement of Work for Additional Services, pursuant to Section 6.5above.  Such Additional Statement of Workwill specify that the Additional Services are Developed Work Product.  Unless otherwise specified in the DASStatement of Work or Additional Statement of Work, all Developed Work Product,shall be owned exclusively by Nextel and, effective in each case upon itscreation, is hereby assigned by Vendor to Nextel.  Vendor is hereby granted a non-exclusivelicense to such Developed Work Product solely for purposes of and during theterm of carrying out its duties hereunder during the Term.  To the extent that Developed Work Product iscreated by the embedding or compiling of Vendor Work Product with newly createdDeveloped Work Product, Nextel’s ownership interest shall not extend to theVendor Work Product included therein, but shall include the compilation orcombination of Work Product that is a part of the Developed Work Product.  Vendor acknowledges that Nextel does notintend Vendor to be a joint author of the Developed Work Product within themeaning of the Copyright Act of 1976, as amended, and that in no event shallany Developed Work Product be deemed to have been developed with the intentthat Vendor be a joint author thereof. Vendor hereby agrees to deliver to Nextel all Developed Work Product(including, as to any Developed Work Product that consists of Software, allsource code and documentation).  Otherthan the rights granted to Nextel in Section 7.1.1 above, Nextel obtains norights whatsoever pursuant to this Agreement to Vendor Work Product either inconnection with the manufacture, use, sale, offer for sale or importation ofDeveloped Work Product or otherwise, and Nextel hereby acknowledges that, otherthan the rights granted to it in Section 7.1.1 above, it has obtained no suchrights to Vendor Work Product pursuant to this Agreement.

###  

### 7.1.3.           **Treatment of and Access to Nextel Data**.  Notwithstanding anything to the contraryherein, Nextel shall be and remain, at all times, the sole and exclusive ownerof the Nextel Data (including any modification, compilation, or derivative workthere from and all intellectual property and proprietary rights containedtherein or pertaining thereto) and, effective in each case upon the creationand such items, Vendor hereby assigns the same to Nextel.  Vendor is hereby granted a license to use and

 

16

----

 

### copy the Nextel Data solely for purposes of and during the term ofcarrying out its duties hereunder and solely to the extent that Vendor requiresaccess to such data to provide the Services as contemplated by this Agreementduring the Term. Vendor shall not commercially exploit the Nextel Data, or doany other thing that may in any manner adversely affect the integrity, securityor confidentiality of such items, other than as specified herein or as directedby Nextel in writing.

###  

## 7.2.       **Vendor Ownership**. Except as provided in Section 7.1, Vendor shall retain all proprietaryand intellectual property rights in and to all Vendor Work Product.  Nextel agrees to retain appropriateintellectual property rights notices that are provided by Vendor on all copiesor partial copies of the Vendor Work Product.

##  

## 7.3.       **Confidentiality**.

##  

### 7.3.1.           **Protection of Confidential Information**.  Neither party shall disclose the ConfidentialInformation of the other party to any third party without the prior writtenconsent of the other party during the Term, or after the termination, of thisAgreement, and each party shall keep strictly confidential, all ConfidentialInformation of the other, protecting the confidentiality thereof with the samelevel of efforts that it employs to protect the confidentiality of its ownproprietary and confidential information of like importance to it and in anyevent, by reasonable means.  Each partymay, however, disclose the Confidential Information of the other to those ofsuch party’s personnel, subcontractors, or agents engaged in a use permitted bythis Agreement and with a need to know, provided that such personnel,subcontractors, or agents: (i) are directed to treat such ConfidentialInformation confidentially and not to use it other than as permitted hereby and(ii) are subject to a legal duty to maintain the confidentiality thereof.  In addition, Nextel shall have the right toprovide NPOC with copies of this Agreement, all amendments hereto and any informationregarding the roll-out and performance of current and future Serviceshereunder.  Neither party shall use theConfidential Information of the other party except solely as necessary in andduring the performance of this Agreement, or as expressly licensedhereunder.  Each party shall beresponsible for any improper use or disclosure of any Confidential Informationof the other by such party’s and its subcontractors’ officers, partners,principals, employees, agents or independent contractors (including individualswho hereafter become former partners, principals, employee, agents orindependent contractors).

 

### 7.3.2.           **Exceptions**.  Theobligations of this Section 7.3 shall not apply (i) to anyConfidential Information for a period longer than it is legally permissible torestrict disclosure of that item of Confidential Information or (ii) toany Confidential Information that a party can demonstrate was:

 

17

----

 

#### (a)           at thetime of disclosure to such party, in the public domain or commonly known ineither party’s industry;

####  

#### (b)           afterdisclosure to such party, published or otherwise entered the public domainthrough no fault of such party;

####  

#### (c)           in thepossession of such party at the time of disclosure to it, if such party was notthen under an obligation of confidentiality with respect thereto;

####  

#### (d)           receivedafter disclosure to such party from a third-party who had a lawful right todisclose such Confidential Information to it;

####  

#### (e)           independentlydeveloped by such party without reference to Confidential Information of theother party; or

####  

#### (f)            disclosedwith the prior written approval of the other party.

####  

### 7.3.3.           **Required Disclosure**. Either party may disclose Confidential Information to the extentrequired by law or by order of a court or governmental agency; provided,however, that the recipient of such Confidential Information shall give the ownerof such Confidential Information prompt notice, and shall use its best effortsto cooperate with the owner of such Confidential Information if the ownerwishes to obtain a protective order or otherwise protect the confidentiality ofsuch Confidential Information.  The ownerof such Confidential Information reserves the right to obtain a protectiveorder or otherwise protect the confidentiality of such ConfidentialInformation.

###  

### 7.3.4.           **Notification**.  In theevent of any disclosure or loss of Confidential Information, the receivingparty shall immediately notify the disclosing party and shall take allnecessary and appropriate actions to retrieve the lost or improperly disclosedinformation.

###  

### 7.3.5.           **Injunctive Relief**. Each party acknowledges that any breach of any provision of this Sectionby either party, or its personnel or subcontractors, will cause immediate andirreparable injury to the other party, and in the event of such breach, theinjured party shall be entitled to seek injunctive relief, without bond orother security, and any and all other remedies available at law or in equity.

###  

### 7.3.6.           **Return of Confidential Information**.  Unless a party is expressly authorized bythis Agreement to retain the other party’s Confidential Information, such partyshall promptly return or destroy, at the disclosing party’s option, thedisclosing party’s Confidential Information, and all copies thereof, withinfive (5) Business Days of the disclosing party’s written request, and shallcertify to the disclosing party that it no longer has in its possession orunder its control any Confidential Information in any form whatsoever, or anycopy thereof.

 

18

----

 

### 7.3.7.           **Confidentiality Agreements**. Vendor covenants that each ofits employees and the employees of any and all Subcontractors performingServices shall be subject to the terms of an employment or other agreement that(a) requires such employee to protect Vendor’s clients’ confidentialinformation, including Customer Data, and that offers no less degree ofprotection than that which is required hereunder and (b) requires such employeeto grant its employer ownership of any and all Developed Work Product createdor developed by such employee.  Withoutregard to whether any individual is subject to any such agreement and withoutregard to its terms, Vendor shall be responsible for, and shall remain fullyliable for, any action or inaction by each of its agents and Subcontractors,and each of their employees, with respect to the Confidential Information andCustomer Data that results in a breach of this Section 7.3 or Section 13.4.

 

# **8.**         REPRESENTATIONSAND WARRANTIES

# ** **

## 8.1.       **Vendor Representations and Warranties**.  Vendor represents and warrants to Nextelthat:

##  

### 8.1.1.           **Vendor Diligence**. Vendor has had adequate opportunity to inspect all material components,workings, capabilities, procedures, and capacities of the networks, hardware,and software associated with the provision of the Services presented to date;it has received answers to all questions that it has presented to Nextelregarding the scope and substance of the Services; and it is capable in allrespects of providing the Services in accordance with this Agreement.

###  

### 8.1.2.           **System**. During the Term the Services and all components of Vendor’s systems usedto provide the Services hereunder will meet the criteria for approval asprovided for herein, will be free from any material defects,

 

19

----

 

### will perform in accordance with the Specifications and will meet therequirements of and will include all the functionality described in the DASStatement of Work.

###  

### 8.1.3.           **Services**.  TheServices will be performed in a timely, competent, professional manner and inaccordance with requirements hereof, including, but not limited to, theSpecifications, the DAS Statement of Work and the highest applicable industrystandards and practices.

###  

### 8.1.4.           **Computer Viruses**.  Vendor shall use industry bestpractices regularly to identify, screen and prevent any Disabling Device inresources utilized by Vendor or Nextel in connection with the provision orreceipt of the Services, and shall not itself knowingly install, any DisablingDevice in resources utilized by Vendor, Nextel, or any Subcontractor, in connectionwith the provision or receipt of the Services. Vendor shall assist Nextel in reducing the effects of any DisablingDevice discovered in any resource related to the provision or receipt of theServices, especially if causing a loss of operating efficiency or data.

###  

### 8.1.5.           **Legal and Corporate Authority**.  Vendor has the right and authority to enterinto and perform this Agreement, including, without limitation to provide theServices, grant the licenses provided for herein and deliver the deliverablesas provided herein.  Vendor’s activitiesin connection with this Agreement do not and will not constitute a default orbreach (or an event which, with the passage of time or giving of notice, wouldconstitute a default or breach) of any agreement or order of any court orgovernmental agency by which Vendor or any of its personnel performing Servicesare bound.

###  

### 8.1.6.           **Intellectual Property**. To the best of Vendor’s knowledge after due inquiry: (i) Vendor has notmisappropriated or improperly copied from any third party and will notmisappropriate or improperly copy from any third party any deliverablesprovided or any intellectual property used under this Agreement, or any portionthereof; (ii) Vendor has not infringed or otherwise violated, and neither performancehereunder nor Nextel’s exercise of its rights hereunder, will infringe orotherwise violate any statutory or other rights of any third party in or to anyintellectual property rights therein including, without limitation, copyrights,patents, trade secrets or trademarks; and, (iii) no third party has asserted,is asserting or, to Vendor’s knowledge, has or will have any reasonable basisto assert a claim of any of the foregoing.

###  

### 8.1.7.           **Information Delivered to Nextel**.  As of the date furnished and to the best ofVendor’s knowledge, after due inquiry no statement contained in writing in anyVendor proposal materials (including all communications received by Nextel fromVendor) contained any untrue statement of a

 

20

----

 

### material fact or omitted any material fact necessary to make thestatements made not misleading.

###  

### 8.1.8.           **Misrepresentations**. To the best of Vendor’s knowledge after due inquiry, Vendor has notmade, in any written or oral communication with or provided to Nextel or itsAffiliates (including any responses to Nextel requests for proposal or thenegotiation of this Agreement), any material misrepresentations (whetherthrough any untrue statement of a material fact or an omission of any materialfact necessary to make such communication not misleading) regarding orconcerning Vendor or any of Vendor’s Subcontractors, or, individually orcollectively: (i) their capabilities as competent, qualified, experiencedproviders of Services; (ii) their abilities to, or the manner in which theyshall, perform the Services and provide deliverables in accordance with thisAgreement; (iii) their businesses, operations, or financial condition or anyfinancial statements, reports, and other similar materials or informationfurnished to Nextel in connection herewith; or (iv) any of the specificServices to be performed or deliverables to be provided hereunder.

###  

### 8.1.9.           **Financial Condition**. Vendor has, and shall maintain, a financial condition commensurate withits obligations under this Agreement and sufficient to allow it to readily andsuccessfully fulfill all such obligations, in accordance with thisAgreement.  Vendor, in the event thefinancial condition of Vendor changes during the Term in such a manner as to adverselyaffect Vendor or jeopardize its ability to satisfy the warranty set forth inthe immediately preceding sentence, shall promptly notify Nextel in writing,reasonably describing the nature and extent of such change.

###  

### 8.1.10.         **Pending Litigation**. As of the Effective Date, there is no outstanding litigation, arbitratedmatter or other dispute to which Vendor is a party that, if decided unfavorablyto Vendor, would reasonably be expected to have a potential or actual materialadverse effect on Vendor’s ability to fulfill its obligations hereunder.

###  

## 8.2.       **Nextel Representations and Warranties**.  Nextel represents and warrants to Vendorthat:

##  

### 8.2.1.           **Pending Litigation**. Nextel represents that, as of the Effective Date, there is nooutstanding litigation, arbitrated matter or other dispute to which Nextel is aparty that, if decided unfavorably to Nextel, would reasonably be expected tohave a potential or actual material adverse effect on Nextel’s ability tofulfill its obligations hereunder.

###  

### 8.2.2.           **Legal and Corporate Authority**.  Nextel has the right and authority to enterinto and perform this Agreement, including, without limitation to grant thelicenses provided for herein. Nextel’s activities in connection with thisAgreement do not and will not constitute a default or breach (or

 

21

----

 

### an event which, with the passage of time or giving of notice, wouldconstitute a default or breach) of any agreement or order of any court orgovernmental agency by which Nextel or any of its personnel are bound.

###  

## 8.3.       **Disclaimer of Warranties.  THEFOREGOING, TOGETHER WITH ALL EXPRESS WARRANTIES CONTAINED IN ANY SCHEDULEHERETO OR OTHERWISE INCORPORATED HEREIN, CONSTITUTES AND EXPRESSES THE ENTIRESTATEMENT OF THE PARTIES WITH RESPECT TO WARRANTIES.  VENDOR AND NEXTEL DISCLAIM ALL OTHERWARRANTIES WITH RESPECT TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THEIMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.**

##  

# **9.**         REMEDIESAND LIMITATIONS

# ** **

## 9.1.       **Basic Remedy; Nonexclusivity**.  Vendor shall, with respect to any breachduring the Term of this Agreement, promptly and at no charge to Nextel,(i) reperform any Services that do not meet the requirements of thisAgreement and (ii) correct all failures of any deliverables hereunder toperform in accordance with the requirements of this Agreement.  No remedy set forth in this Agreement (exceptto the extent specifically stated herein) is intended to be exclusive of anyother remedy.  Each remedy shall be inaddition to every other remedy given hereunder, or now or hereafter existing atlaw, in equity, by statute, or otherwise. No quality assurance, acceptance test, or other similar procedure shallbe deemed to obligate Nextel with respect to, or necessarily to constitute,legal “acceptance” of any deliverable and no such procedure shall be deemed towaive any right or remedy hereunder.

##  

## 9.2.       **Limitation of Liability**.

##  

### 9.2.1.           **General Limitation**. The parties hereunder shall be liable only for direct damages andneither party shall be liable hereunder for consequential or punitive damages(including lost profits or savings) even if it has been advised of theirpossible existence; provided, however, that the foregoing limitation shall inno event limit a party’s ability to recover actual damages for breach hereof,including the costs of obtaining replacement Services and deliverablescomplying with the terms hereof.  In noevent shall the total and cumulative liability of either party to the otherunder this Agreement for any claim or claims hereunder concerning performanceor nonperformance hereunder exceed the greater of: [ . . . * * * . . . ]

###  

### 9.2.2.           **Exclusion**. Notwithstanding the foregoing and Section 9.2.3 below, there shallbe no limitation on the amount of liability, and no exclusion of any types ofdamages for the following: (i) either party’s indemnification obligations;(ii) losses arising out of either party’s willful, intentional or grosslynegligent misconduct or Vendor’s intentional and wrongful

 

----

***Certain information inthis exhibit has been omitted and filed separately with the commission.

Confidential treatmenthas been requested with respect to the omitted portions.

 

22

----

 

### repudiation of this Agreement; (iii) damages to real and tangiblepersonal property caused by negligent or other tortious conduct of Vendor;(iv) personal injury or death caused by negligent or other tortiousconduct of a party or its agents; (v) intentional or negligent breaches ofconfidentiality or non-use of information requirements; or (vi) any breach ofSection 13.4.

###  

### 9.2.3.           **Nextel Limitation**.  Inno event shall Nextel have any liability for monetary damages with respect toits duties and obligations hereunder, other than its duties and obligationspursuant to Sections 6.7, 7.3 and 10.

###  

# **10.**       INDEMNIFICATION

# ** **

## 10.1.     **Intellectual Property**. Vendor shall defend, indemnify and hold Nextel and its parent,subsidiaries, and affiliates, and each of their respective officers,shareholders, directors, and employees harmless from and against any claims andshall pay all losses, damages, liabilities, claims and actions, and all relatedexpenses (including reasonable attorneys’ fees and expenses) based upon anyallegations that would evidence or constitute a breach of the warranties setforth in Sections 8.1.6.  In theevent that any Work Product provided by Vendor is alleged or found to bemisappropriated from, or to infringe on the intellectual property rights of, athird party, Vendor shall, in addition to the foregoing indemnificationobligation, endeavor, at its option and expense, to either: (i) secure alicense to use such portion to enable such Work Product to be utilized in amanner consistent with the terms of this Agreement, or (ii) replace thesame with other intellectual property assets as are needed to enable Vendor tocontinue performing the Services in accordance with the terms of thisAgreement, or (iii) modify the Work Product so that it no longer infringesor misappropriates the rights of others, while still meeting the requirementsof this Agreement.  Notwithstanding theforegoing, Vendor’s obligations as set forth in this Section shall not apply toDeveloped Work Product provided pursuant to an Additional Statement of Work tothe extent that the misappropriation or infringement allegations arise out ofspecifications or requirements for such Developed Work Product provided inwriting to Vendor by Nextel.

##  

## 10.2.     **Injury or Damage**. Each party shall defend, indemnify and hold harmless the other party andits respective officers, directors, employees and agents from and against anyclaims and shall pay all losses, damages, liabilities, claims and actions, andall related expenses (including reasonable attorneys’ fees and expenses) basedon allegations of bodily injury (including death) or damage to tangiblepersonal or real property, to the extent that such injury or damage arises fromthe negligence of, or breach of this Agreement by, the indemnifying party inconnection with the matters that are the subject of this Agreement.

##  

## 10.3.     **Third-Party Services**. Vendor shall defend, indemnify, and hold harmless Nextel, its officers,directors, employees and agents, from and against any claims and shall

 

23

----

 

## pay all losses,damages, liabilities, claims and actions, and all related expenses (includingreasonable attorneys’ fees and expenses) based on allegations, includingallegations of non-payment, from Vendor’s Subcontractors arising out of orrelated to services performed by them hereunder.

##  

## 10.4.     **Additional Indemnities**. Vendor shall indemnify, defend, and hold harmless Nextel, its officers,directors, employees and agents from and against any claim and any and alllosses, liability, damages, costs, and expenses (including attorney’s fees)sustained or incurred by Nextel as a result of Vendor’s breach of itsobligations under Section 13.4.

##  

## 10.5.     **Procedures**.  If anylegal action covered by this Section 10 is commenced against a party (“IndemnifiedParty”), prompt written notice thereof shall be given to the other party (“IndemnifyingParty”).  After such notice, ifIndemnifying Party shall acknowledge in writing to Indemnified Party that theright of indemnification under this Agreement applies with respect to suchclaim, then Indemnifying Party shall be entitled, if it so elects, in a writtennotice delivered to Indemnified Party not fewer than ten (10) Business Daysprior to the date on which a response to such claim is due, to take control ofthe defense and investigation of such claim and to employ and engage attorneysof its sole choice to handle and defend same, at Indemnifying Party’sexpense.  Indemnified Party shallcooperate in all reasonable respects with Indemnifying Party and its attorneys inthe investigation, trial, and defense of such claim and any appeal arisingtherefrom; provided, however, that Indemnified Party may, at its own expense,participate, through its attorneys or otherwise, in such investigation, trial,and defense of such claim and any appeal arising therefrom.  No settlement of a claim that involves aremedy other than the payment of money by Indemnifying Party shall be enteredinto without the consent of Indemnified Party, which consent will not beunreasonably withheld or delayed.  Afternotice by Indemnifying Party of its election to assume full control of thedefense of any such claim, Indemnified Party shall not be liable toIndemnifying Party for any legal expenses incurred thereafter by IndemnifyingParty in connection with the defense of that claim.  If Indemnifying Party does not assume fullcontrol over the defense of a claim subject to such defense as provided in thisSection, Indemnifying Party may participate in such defense, at its expense,and the Indemnified Party shall have the right to defend the claim in suchmanner as it may deem appropriate, at the expense of Indemnifying Party.

##  

# **11.**       TERMAND TERMINATION

# ** **

## 11.1.     **Term.**The term of this Agreement shall commence on theEffective Date and shall continue until the third (3rd) yearlyanniversary thereof (the “Initial Term”). In addition, Nextel may, at its option, elect to renew and continue theterm for up to two (2) additional periods of one (1) year each (each, a “RenewalTerm”), provided that the Customer call traffic volume provided to Vendorduring the last month of the Initial Term and the first (1st)Renewal Term, as applicable, is at least[ . . . * * * . . . ]  Nextel may exercise its option to renew bygiving written notice of

 

----

***Certain information inthis exhibit has been omitted and filed separately with the commission.

Confidential treatmenthas been requested with respect to the omitted portions.

 

24

----

 

## renewal to Vendorat least[ . . . * * * . . . ] daysprior to expiration of the Initial Term or a Renewal Term.  The term of this Agreement (the “Term”) shallinclude the Initial Term, any Renewal Terms and the full period of anytransition as provided in Section 11.5.3.

##  

## 11.2.     **Termination by Nextel**.

##  

### 11.2.1.         **Generally**.  Nextel mayterminate this Agreement, without Exit Fee, and in whole or in part, by writtennotice (a “Termination Notice”) to Vendor, as provided in Section 11.4,upon the occurrence of any of the following events (any such termination, a “NextelTermination for Cause”):

###  

#### (a)           (i) Vendorbecomes insolvent or subject to any proceeding under the federal bankruptcylaws or other similar laws for the protection of creditors and such proceedingshall not have been dismissed prior to the Termination Date; (ii) Vendormakes an assignment for the benefit of creditors or issues equity securities infull or partial satisfaction of any indebtedness of Vendor the terms of whichdid not originally provide for such satisfaction; (iii) Vendor admits in writingthat it is unable to pay its debts as the come due; (iv) Vendor fails tomake a payment or receives a waiver of a covenant under its credit facilitywith any Vendor affiliate, its bank facility or its senior unsecured notes orany successor debt instrument to these instruments; or (v) a warning isissued by Vendor’s auditor that it doubts Vendor’s ability to continue as agoing concern;

####  

#### (b)           Vendormaterially breaches any term, provision, representation or warranty of thisAgreement and such breach or default is not cured to Nextel’s reasonablesatisfaction within the cure period provided for in Section 11.4;

####  

#### (c)           Vendorcommits a Designated Default;

####  

#### (d)           Vendorbreaches any provision of Section 13.4;

####  

#### (e)           Vendor’sperformance hereunder is delayed by a Force Majeure for more than ten (10)Business Days;

####  

#### (f)            AnyChange in Control of Vendor became effective within one hundred eighty (180)calendar days prior to the Termination Notice.

####  

### 11.2.2.         **For Convenience**. Nextel may also terminate this Agreement in whole or in part, by aTermination Notice to Vendor, as provided in Section 11.4, for itsconvenience (any such termination that is not a Nextel Termination For Cause, a“Nextel Termination for Convenience”). In the event Nextel terminates the Agreement pursuant to thisSection 11.2.2, and Vendor has

 

----

***Certain information inthis exhibit has been omitted and filed separately with the commission.

Confidential treatmenthas been requested with respect to the omitted portions.

 

25

----

 

### performed its obligations, Nextel shall pay to Vendor an Exit Fee asprovided in Section 6.2.2.

###  

## 11.3.     **Termination by Vendor.**

##  

### 11.3.1.         Vendormay terminate this Agreement, if (i) Nextel has failed to make a materialamount of any payment due under Section 6; (ii) such payment is notsubject to a good faith dispute; (iii) no earlier than thirty (30)calendar days after the payment’s due date Vendor gives written notice of itsintent to terminate; and (iv) no less than sixty (60) additional calendardays pass after the giving of such notice, such payment not having been made.

###  

## 11.4.     **Termination Notice**. Any Termination Notice shall be given in writing and shall specify adate for the effectiveness of termination (the “Termination Date”) which shallbe no sooner than[ . . . * * * . . . ].  Any termination shall be effective at the endof the calendar day (12:00 midnight EST) specified as the Termination Dateunless the cure is completed prior to the Termination Date, or the TerminationNotice is rescinded by additional written notice.

##  

## 11.5.     **Effects of Termination**.

##  

### 11.5.1.         **Remedies**.  Subject tothe provisions of Section 9, in the event of a Termination for Cause, thebreaching party shall be liable to the other party for any direct damagesresulting from the occurrence giving rise to termination.  Termination shall not constitute a party’sexclusive remedy for any default including for any Designated Default, andneither party shall be deemed to have waived any of its rights accruinghereunder prior to such default.  Ifeither party terminates this Agreement as a result of a claimed default by theother party and such other party does not agree that a default was committed,then such other party shall have the right to avail itself of all defenses andremedies available to it at law, in equity, by statute, or otherwise.

###  

### 11.5.2.         **Exit Fees**.  In thecase of a Nextel Termination for Convenience pursuant to Section 11.2.2,Nextel shall pay any properly invoiced Exit Fee as provided in Section 6.2.2.

###  

### 11.5.3.         **Transition**.  In theevent of any termination, Vendor shall effect a Disentanglement pursuant toSection 12.

###  

### 11.5.4.         **Survival**. Notwithstanding the occurrence of a Termination Date, this agreementshall continue through completion of the Disentanglement described inSection 12.  In addition, theobligations and rights of the parties pursuant to Sections 0, 7, 8, 9, 10, 11,12, 13 and 14 and Nextel’s payment obligations for Services applicable toperiods prior to completion of Disentanglement, and any provisions whichexpressly provide for continuation beyond the Term shall continue and survivethe termination or expiration of this Agreement.

 

----

***Certain information inthis exhibit has been omitted and filed separately with the commission.

Confidential treatment hasbeen requested with respect to the omitted portions.

 

26

----

 

# **12.**       DISENTANGLEMENT

# ** **

## 12.1.     **Term of Disentanglement**. The Disentanglement process shall begin on the earlier of the followingdates (as applicable, the “Disentanglement Commencement Date”):  (a) sixty (60) calendar days prior to the endof the Initial or any Renewal Term that Nextel has not elected to extendpursuant to Section 11.1; (b) the date a Termination Notice is deliveredpursuant to Sections 11.3 or 11.4; or (c) the date a notice ofCustomer call traffic volume transition is delivered pursuant toSection 2.2.2.  Vendor shall provideDisentanglement until it has completed the obligations of thisSection 12.  Vendor’s obligation tocontinue to provide the Services shall continue until the earlier of(i) completion of a transition to a new service provider as provided inthis Section 12, or (ii) six (6) months after any Transition Date.

##  

## 12.2.     **Disentanglement Plan**. The parties, and, if Nextel elects to engage one, the third-partyservice provider designated by Nextel as the party to whom responsibility forthe Services shall be transitioned, shall confer and negotiate in good faith toreach mutual agreement on and execute, within thirty (30) calendar days afterthe Disentanglement Commencement Date, a reasonably detailed DisentanglementTransition Plan (“Disentanglement Transition Plan”).

##  

## 12.3.     **Fees**.  All Servicesperformed by Vendor during the transition shall be performed by Vendor at noadditional cost to Nextel beyond what Nextel would pay for the Services absentthe termination.

##  

## 12.4.     **Transition**.  Subject to the performance by Nextel and anysubsequent provider of services similar to the Services of all actionsreasonably expected of each party in connection with the transition, Vendorshall cooperate fully with Nextel and third parties and shall take all actionsreasonably requested by Nextel or necessary to accomplish, by no later than six(6) months after the Transition Date, a smooth, complete transition ofresponsibility for the Services being terminated or call volume beingtransitioned from Vendor to Nextel, or to any replacement provider designatedby Nextel (a “Disentanglement”), with no material interruption of or adverseimpact on Nextel or its Customers in any way, including on the Services.  In the event Nextel elects to terminate anyService or transition a certain volume of Customer call traffic being servicedby Vendor (but not all Services or all call volume in the aggregate) pursuantto the terms hereof, Vendor shall perform its Disentanglement obligationshereunder to the extent applicable to the Service, Services or volume ofCustomer call traffic being terminated.

##  

### In the event that volume of an amount greater than[ . . . * * * . . . ] of anyCall Center’s then current volume is transitioned back to Vendor with[ . . . * * * . . . ]

###  

## 12.5.     **Delivery of Nextel Data.** Vendor shall provide to Nextel all Nextel Dataand documentation reasonably requested by Nextel in connection with thetransition that is sufficient to enable Nextel, or another reasonably competentservice provider, to

 

----

***Certain information inthis exhibit has been omitted and filed separately with the commission.

Confidential treatmenthas been requested with respect to the omitted portions.

 

27

----

 

## fully assume theprovision of any terminated Services. Vendor shall destroy all copies of Nextel Data not turned over to Nexteland Nextel shall destroy all copies of Vendor data, if any exists in Nextel’spossession or control, upon termination.

##  

# **13.**       COMPLIANCEMATTERS

# ** **

## 13.1.     **Nextel Corporate Policies**. Vendor shall, and shall cause its Subcontractors and employees to, abideby the following:

##  

### 13.1.1.         **Ethical Business Practices**. This Agreement is subject to and governed by the Nextel Communications,Inc. Code of Corporate Conduct as such may be amended from time to time and asprovided to Vendor.

###  

### 13.1.2.         **Security**. All Vendor personnel (including personnel of anySubcontractors) shall be subject to and shall at all times conform to Nextel’ssecurity rules and requirements for the protection of Nextel’s plant,materials, equipment and personnel while on Nextel premises.  Any violations or disregard of these rulesshall be cause for denial of access to Nextel’s property.

###  

### 13.1.3.         **Computer Information and Access**.  Vendor will comply with all rules of Nextelconcerning access to Nextel’s computers and use of computer data and software,including those set forth on Schedule 13.1.3 and any others communicatedby Nextel to Vendor.  Prior to performingany Services pursuant to this Agreement, Vendor’s personnel shall executeNextel’s standard forms concerning access protection and data/softwaresecurity.  Nextel shall issue to Vendorpersonnel access mechanisms including, but not limited to, access Ids,passwords, and access cards that are to be used only by the Vendor personnel towhom they are issued.  Nextel’s computerdata and software shall be used by Vendor personnel only in connection withVendor’s obligations hereunder.  Failureof Vendor to comply with these rules may result in Nextel restricting offendingpersonnel from access to Nextel computer systems or immediate termination ofthis Agreement.

###  

### 13.1.4.         **Other Policies**. Vendor agrees that as part of its provision of Services hereunder, itshall ensure that its personnel are trained, qualified, and available toperform all Services required in work areas requiring specific health, security,or safety precautions.  Vendor shall, andshall cause its Subcontractors and employees to, abide by all pertinent Nextelcorporate policies that may be established by Nextel from time to time andprovided to Vendor.

###  

## 13.2.     **Legal Compliance**.

##  

### 13.2.1.         Vendorshall at all times perform its obligations hereunder in compliance in allmaterial respects with all applicable foreign, domestic, state, and local lawsand regulations of all applicable foreign and domestic jurisdictions,

 

28

----

 

### and in such a manner as not to cause Nextel to be in material violationof any applicable laws or regulations including any applicable requirements ofany foreign, domestic, state, or local authority regulating health, safety,employment, the environment, security, exportation, or telecommunications.

###  

### 13.2.2.         Nextelis both an equal opportunity employer and a federal contractor.  Therefore, Vendor shall, to the extentapplicable, comply with Executive Order 11246, the Vietnam Era VeteransReadjustment Assistance Act of 1974 and the Vocational Rehabilitation Act of1973.  Such Executive Order and such lawsare expressly included in the reference to “applicable laws” in the firstsentence of this Section.

###  

### 13.2.3.         Inaddition, except for approvals, permissions, permits and/or licenses requiredby foreign or domestic statute, ordinance, regulation or other law to beobtained by Nextel or its Customers, including those required, if any, topermit Nextel to enter into this Agreement, Vendor agrees to obtain andmaintain, at its own expense, all approvals, permissions, permits, licenses,and other forms of documentation required by Vendor in order to comply with allexisting foreign or domestic statutes, ordinances, regulations, or other laws,which may be applicable to Vendor’s performance of Services hereunder.  Nextel reserves the right to reasonablyrequest and review all such applications, permits, and licenses prior to thecommencement of any Services hereunder.

###  

## 13.3.     **Diversity in Subcontracting**.

##  

### 13.3.1.         Nextelis committed to equal employment and vendor diversity. As part of thiscommitment, it is the policy of Nextel that small business concerns,veteran-owned small business concerns, HUBZone small business concerns,women-owned small business concerns, small disadvantaged business concerns(including 8(a) business concerns) and historically black colleges anduniversities and minority institutions shall have the maximum practicableopportunity to participate in performance of contracting between Nextel and itsvendors.  Vendor agrees to carry out thispolicy in the award of subcontracts (to the extent permitted hereunder) to thefullest extent consistent with efficient contract performance.

###  

### 13.3.2.         Tothe extent that Vendor utilizes subcontractors to provide services under thisAgreement, Vendor agrees to use its commercial best efforts to establish andconduct a program which will enable small business concerns, veteran-ownedsmall business concerns, HUBZone small business concerns, women-owned smallbusiness concerns, historically black colleges and universities and minorityinstitutions and small disadvantaged business concerns (including 8(a) businessconcerns) to be considered fairly as subcontractors and vendors under Vendor’scontracts

 

29

----

 

### with Nextel.  In order toestablish and conduct such a program, Vendor shall use its best efforts to:

###  

#### (a)           Assistsmall business, veteran-owned small business, HUBZone small business,women-owned small business, historically black colleges and universities andminority institutions and small disadvantaged business concerns (including 8(a)business concerns) by arranging contracting opportunities, quantities,specifications and delivery schedules so as to facilitate the participation bysuch business concerns.

####  

#### (b)           Provideadequate and timely consideration of the potentialities of small business,veteran-owned small business, HUBZone small business, women-owned smallbusiness, historically black colleges and universities and minorityinstitutions and small disadvantaged business concerns (including 8(a) businessconcerns) in all “make-or-buy” decisions.

####  

#### (c)           Designatea liaison manager who shall be responsible for interfacing with andadministering subcontracting opportunities for small business, veteran-ownedsmall business, HUBZone small business, women-owned small business,historically black colleges and universities and minority institutions andsmall disadvantaged business concerns (including 8(a) business concerns).

####  

#### (d)           Counseland discuss subcontracting opportunities with representatives of smallbusiness, veteran-owned small business, HUBZone small business, women-ownedsmall business, historically black colleges and universities and minorityinstitutions and small disadvantaged business concerns (including 8(a) businessconcerns).

####  

#### (e)           Maintainrecords showing (i) procedures adopted by Vendor to comply with the policy andprocedures set forth in this Agreement, including the establishment of a sourcelist of small business, veteran-owned small business, HUBZone small business,women-owned small business, historically black colleges and universities andminority Institutions and small disadvantaged business concerns (including 8(a)business concerns); (ii) awards to small business, veteran-owned smallbusiness, HUBZone small business, women-owned small business, historicallyblack colleges and universities and minority institutions and smalldisadvantaged business concerns (including 8(a) business concerns) on thesource list; and (iii) specific efforts to identify and award contracts tosmall business, veteran-owned small business, HUBZone small business,women-owned small business, historically black colleges

 

30

----

 

#### and universities and minority institutions and small disadvantagedbusiness concerns (including 8(a) business concerns).

####  

#### (f)            Cooperatewith Nextel representatives in any studies and surveys of Vendor’s smallbusiness, veteran-owned small business, HUBZone small business, women-ownedsmall business, historically black colleges and universities and minorityinstitutions and small disadvantaged business concerns (including 8(a) businessconcerns) procedures and practices that Nextel may conduct periodically.

####  

### 13.3.3.         Tothe extent that Vendor uses subcontractors, Vendor will use its commercial bestefforts to spend ten percent (10%) of the total value of the contract withsmall business, veteran-owned small business, HUBZone small business,women-owned, historically black colleges and universities and minorityinstitutions and small disadvantaged business concerns (including 8(a) businessconcerns).  Vendor shall report thosegoals to Nextel on an annual basis.

###  

### 13.3.4.         Tothe extent that Vendor uses subcontractors to provide services to Nextel,within thirty (30) calendar days of the Effective Date, Vendor shall provideNextel with a strategic plan outlining their methodology regarding the use ofdiverse vendors.  If Vendor does not subcontract,Vendor shall provide Nextel with a strategic plan outlining Vendor’smethodology for Vendor’s overall corporate supplier diversity program.  The plan should include implementation ofthat Vendor diversity strategy. Vendor shall prepare and submit reportsdetailing Vendor’s actual performance of the policy and procedures of thisAgreement within fifteen (15) calendar days of the end of each quarter.  Such reports shall include the total amountof payments expressed in dollars made by Nextel to Vendor for products andservices under this Agreement as well as the total amount expressed in dollarsof subcontracts between Vendor and any small business, veteran-owned smallbusiness, HUBZone small business, women-owned small business, historicallyblack colleges and universities and minority institutions and smalldisadvantaged business concerns (including 8(a) business concerns) during thatquarter.  If Vendor does not subcontract,Vendor shall provide Nextel with overall corporate supplier diversity spendnumbers.  Vendor shall submit such reportsin a form prescribed by Nextel.

###  

### 13.3.5.         Vendor’sfailure to comply in good faith with the policy or procedures of Section 13.3.4of this Agreement, including Vendor’s failure to provide quarterly reports orto cooperate in any investigation conducted by Nextel of the performance of theprocedures set forth in this Agreement, shall be deemed to be a breach of thisAgreement by Vendor and any other contract between Nextel and Vendor.

 

31

----

 

### 13.3.6.         Theterms “small business concerns, veteran-owned small business concerns, HUBZonesmall business concerns, women-owned small business concerns and smalldisadvantaged business concerns (including 8(a) business concerns)” shall bedefined according to the definitions set forth in Federal AcquisitionRegulation Part 19 and 13 C.F.R. Part 121. “Historically black colleges anduniversities,” as used in this clause, means institutions determined by theSecretary of Education to meet the requirements of 34 C.F.R. Section 608.2. Theterm also means any nonprofit research institution that was an integral part ofsuch a college or university before November 14, 1986. “Minority institutions,”as used in this clause, means institutions meeting the requirements of Section1046(3) of the Higher Education Act of 1965 (20 U.S.C. §1135d-5(3)). The termalso includes Hispanic-serving institutions as defined in Section 316(b)(1) ofsuch Act (20 U.S.C. §1059c(b)(1)).

###  

## 13.4.     **Customer Data**.

##  

### 13.4.1.         **Ownership and use of Customer Data**.  All Customer Data is and shall remain theexclusive property of Nextel.  Vendorshall secure, access, use, collect, maintain, and disclose or share CustomerData only in strict accordance with the terms of this Agreement and only to theextent strictly necessary to perform its obligations under this Agreement, oras otherwise required by law.  Vendor maynot otherwise modify the Customer Data, merge it with other data, commerciallyexploit it, disclose it or do any other thing that may in any manner adverselyaffect the integrity, security or confidentiality of such data, other than asexpressly specified herein or as directed by Nextel in writing.  Nextel makes no representation or warranty asto the accuracy or completeness of the Customer Data.  For the purpose of this Section 13.4, theacts or omissions of Vendor’s employees, affiliates, agents, representatives,contractors, subcontractors, and their employees shall also be deemed the actsor omissions of Vendor.

###  

### 13.4.2.         **Privacy Laws**.  Vendoragrees that it will at all times comply with all applicable laws that govern(1) the security, collection, access, use and disclosure of Customer Data (2)direct-marketing of any form; and (3) directory assistance (collectively, the “PrivacyLaws”).  These laws include withoutlimitation the Federal Communications Commission’s Customer Proprietary NetworkInformation rules and regulations implementing 47 U.S.C. § 222 (the “CPNI Law”);Federal Trade Commission’s Telephone Sales Rule; the Federal Telephone ConsumerProtection Act (47 U.S.C. § 227) and its implementing regulations; and Section2891.1 of the California Public Utility Commission Code.

###  

### 13.4.3.         **Safeguards**. Vendor is fully responsible for its unauthorized collection, disclosureand use of, and access to, Customer Data. Accordingly, Vendor shall employ administrative, physical, and technicalsafeguards that

 

32

----

 

### prevent such unauthorized collection, access, disclosure, and use (“Safeguards”),including, without limitation, the Safeguards described hereunder.  Without limiting the foregoing, Vendor shallat a minimum (1) employ the highest standards of best industry practice toSafeguard Customer Data, whether “at rest” or in transport, (2) encrypt allCustomer Data at rest or in transport, (3) ensure that only its employees andsubcontractors may access Customer Data, and only: (a)****tothe extent necessary to enable Vendor to perform its obligations under thisAgreement; and (b) if they are bound in writing by confidentiality, privacy,and security obligations that are no less stringent than those contained inthis Section 13.4 of the Agreement (“Authorized Employees”).  During the term of each Authorized Employee’semployment by Vendor, Vendor shall at all times ensure that such AuthorizedEmployee strictly abides by his/her obligations hereunder.  And after such Authorized Employee leaveshis/her employment for any reason, Vendor shall use at least the same level ofeffort to enforce such obligations as Vendor uses to enforce obligations thatrelate to its own similarly confidential information, provided that Vendorshall not use less than reasonable efforts in such enforcement.

###  

### 13.4.4.         **Location of Vendor Operations**:  Vendor shall ensure that all aspects of itsService that concern Customer Data (including without limitation collecting,storing, accessing, using, Safeguarding, transporting, and disclosing CustomerData) shall occur in the United States.

###  

### 13.4.5.         **Disclosure of Customer Data**. Notwithstanding anything to the contrary in this Agreement, except inresponse to a valid court order or otherwise to the extent legally required inresponse to a request from a law enforcement agency, in no event shall Vendordisclose any Customer Data to any third party. In the event Vendor is legally required to disclose any Customer Datapursuant a valid governmental or law enforcement request, it will promptlynotify Nextel to permit Nextel to seek a protective order or to take otherappropriate action to prevent or limit such disclosure.  Vendor agrees to cooperate with Nextel’sefforts to obtain a protective order or other reasonable assurance thatconfidential treatment will be afforded the Customer Data in question.  If, in the written opinion of its counseladdressed to Nextel, Vendor is compelled as a matter of law to disclose theCustomer Data in the absence of a protective order, it shall disclose to theparty compelling the disclosure only the part of the Customer Data that isrequired by law to be disclosed, and Vendor shall use its best efforts toobtain confidential treatment therefor. Vendor further agrees that, prior to any such disclosure, it shalladvise and consult with Nextel and its counsel as to such disclosure and the natureand wording of its disclosure.

###  

### 13.4.6.         **Customer Touch**. Notwithstanding any other provision in this Agreement and except asspecifically authorized by Section 3.10 and/or

 

33

----

 

### the DAS Statement of Work, Vendor shall not knowingly contact anyNextel Customer in any manner, without Nextel’s prior written consent.  Vendor shall not directly target or directlymarket to Nextel Customers, individually or as a class, in connection with anydirectory assistance products or services that are competitive to the Servicesprovided hereunder.

###  

### 13.4.7.         **Return of Customer Data**. Vendor shall return, or at Nextel’s election, destroy (and certify inwriting such destruction) all Customer Data upon the termination or expirationof this Agreement for any reason, or earlier if requested to do so in writingby Nextel.

###  

### 13.4.8.         **Cooperation and Inspection**. Vendor shall establish a disciplinary process to address anyunauthorized access, use or disclosure of Customer Data by any of Vendor’semployees or Subcontractors.  Vendorshall immediately notify Nextel of any breaches of security that may result inthe unauthorized access, use or disclosure of Customer Data.  Vendor shall make all reasonable efforts toassist Nextel in relation to the investigation and remedy of any such breach ofsecurity and any claim, allegation, action, suit, proceeding or litigation withrespect to the unauthorized access, use or disclosure of Customer Data.

###  

### 13.4.9.         **Injunctive Relief**. Vendor acknowledges and agrees that a breach of any obligation set forthin this Section 13.4 by the Vendor may result in irreparable harm for whichmonetary damages may not provide a sufficient remedy and, as a result, Nextelshall be entitled to both monetary damages and equitable relief.

###  

### 13.4.10.       **Confidentiality**.  The obligations set forth in this Section13.4 supplement the provisions of Section 7, and this Section 13.4 shall governto the extent there is any conflict between it and Section 7.

###  

### 13.4.11.       **Miscellaneous**.  Theobligations set forth in this Section 13.4 shall survive the termination orexpiration of this Agreement for any reason.

###  

# **14.**       MISCELLANEOUS

 

## 14.1.     **Amendments**.  Except asotherwise expressly provided herein, this Agreement may not be modified,amended, or in any way altered except by a written agreement executed byauthorized signatories of the parties hereto.

##  

## 14.2.     **Assignment**.  Neitherparty shall assign this Agreement nor delegate any of its duties, in whole orin part, without the prior written consent of the other party, which consentshall not be unreasonably withheld; provided, however, that Nextel shall beentitled to assign this Agreement at any time without the prior consent ofVendor to: (i) any of its Affiliates; or (ii) any successor ininterest who receives the Services in connection with any merger, acquisition,divestiture or sale of assets.  Anassignee of either party authorized hereunder shall be bound by the terms ofthis

 

34

----

 

## Agreement andshall have all of the rights and obligations of the assigning party set forthin this Agreement.  If any assignee shallfail to agree to be bound by all of the terms and obligations of this Agreementor if any assignment is made in breach of the terms of this Agreement, thensuch assignment shall be null and void and of no force or effect.

##  

## 14.3.     **Contract Interpretation**.

##  

### 14.3.1.         **Captions; Section Numbers**. Section numbers and captions are provided for convenience of referenceand do not constitute a part of this Agreement. Any references to a particular Section of this Agreement shall be deemedto include reference to any and all subsections thereof.

###  

### 14.3.2.         **Inclusive References**. As used herein, the term “including,” the phrase “including but notlimited to” and the phrase “including without limitation” shall all beinterpreted as meaning “including but not limited to.”

###  

### 14.3.3.         **Neither Party Deemed Drafter**.  Despite the possibility that one party or itsrepresentatives may have prepared the initial draft of this Agreement or anyprovision thereof or played a greater role in the preparation of subsequentdrafts, the parties agree that neither of them shall be deemed the drafter ofthis Agreement and that, in construing this Agreement, no provision hereofshall be construed in favor of one party on the ground that such provision wasdrafted by the other.

###  

## 14.4.     **Counterparts**.  ThisAgreement may be executed in multiple counterparts, each of which shall bedeemed an original and all of which together shall be deemed the sameagreement.

##  

## 14.5.     **Entire Agreement; Order of Precedence**.  This Agreement, together with all Schedulesand all documents expressly referred to herein, constitutes the complete andexclusive statement of the agreement of the parties with respect to the subjectmatter hereof and supersedes all prior proposals, understandings, andagreements, whether oral or written, between the parties with respect to thesubject matter hereof.  In case ofconflict the order of precedence of the documents constituting this Agreementis as follows, each listed document superseding in the event of any conflictingprovision in a later listed document: (1) Agreement text (Introduction through Section 14, excludingSchedules, but including Exhibit A); (2) the Schedules; and (3) any otherdocument.  In the event Vendor submitswork orders, change orders, invoices or other similar documents for accountingor administrative purposes or otherwise, no pre-printed or similar terms andconditions contained in any such form shall be deemed to supersede any of theterms and conditions herein without express approval (making specific referenceto this Section 14.5) by Nextel. Neither shall any pre-printed or similar terms and conditions containedin any purchase order issued by Nextel hereunder be deemed to supersede any ofthe terms and conditions herein.

 

35

----

 

## 14.6.     **Expenses**.  Each partyshall be responsible for, and shall pay, all expenses paid or incurred by it inconnection with the planning, negotiation, and consummation of this Agreement.

##  

## 14.7.     **Force Majeure**. Neither party shall be liable for any failureor delay in performing its obligations under this Agreement due to causesbeyond its control (each, a “Force Majeure”), including, but not limited to,acts of God, the public enemy, riots, fires, natural catastrophes or epidemicsexcept that “Force Majeure” expressly excludes the following: any event thatVendor or Nextel, as applicable, could reasonably have prevented by testing,work-around, or other exercise of diligence, including, but not limited to, anyfailure to provide Services in accordance with the provisions of this Agreementas a result of any power failure that could have been prevented by access toredundant power supplies; any strike, walkout, or other labor shortage; anyfailure of any software, system, facilities, or hardware that could have beenprevented by testing, and any cause or event caused by the negligence of aparty or a breach or default by a party under this Agreement.  In the event of such a Force Majeure, thedate of delivery or performance hereunder shall be extended for a period not toexceed the time lost by reason of the failure or delay; provided that the partyaffected by the Force Majeure is using commercially reasonable efforts tomitigate or eliminate the cause of such delay or its effects and, if events inthe nature of the Force Majeure event were foreseeable, used commerciallyreasonable efforts prior to its occurrence to anticipate and avoid itsoccurrence or effect.  Each party shallnotify the other in writing promptly of any failure or delay in, and the effecton, its performance.

##  

## 14.8.     **Governing Law; Jurisdiction and Venue**.  This Agreement shall be governed by andinterpreted in accordance with the internal substantive laws of theCommonwealth of Virginia.  The partiesagree that all actions and proceedings arising out of or related to thisAgreement shall be brought only in a state or federal court located in theCommonwealth of Virginia, and the parties hereby consent to such venue and tothe jurisdiction of such courts over the subject matter of such proceeding andthemselves.

##  

## 14.9.     **Independent Contractor**.  Vendor is an independent contractor; nothingin this Agreement shall be construed to create a partnership, joint venture, oragency relationship between the parties. Each party will be solely responsible for payment of all compensationowed to its employees and agents, as well as employment related taxes.  Subject only to the terms of this Agreement,Vendor shall have complete control of its agents and employees engaged in theServices.  Vendor shall ensure thatneither it nor its agents or employees shall act or hold themselves out asagents or employees of Nextel.  Vendorshall (or shall cause its subcontractors to) (i) maintain all necessarypersonnel and payroll records for its employees, (ii) calculate and pay theirwages and withhold all required taxes and other government-mandated charges, ifany, (iii) remit such taxes, employer contributions, and other levies orcharges to the appropriate government entity, including, but not limited to,withholding taxes, employment insurance, workers’

 

36

----

 

## compensationassessments, employer health tax, vacation pay, and cost on vacation pay, and(iv) pay net wages and fringe benefits in accordance with applicable lawdirectly to its employees

##  

## 14.10.   **Insurance**.

##  

### 14.10.1.       **General Requirements**. Without limiting Vendor’s undertaking to defend, hold harmless, andindemnify Nextel indemnities as provided herein, Vendor shall purchase andmaintain insurance to protect Vendor from claims of the type set forth belowthat arise out of or result from Vendor’s operations, services, and/orperformance under this Agreement and for which Vendor may be liable, whethersuch operations, services, and/or performance are provided by Vendor or by anyof Vendor’s agents, consultants, vendors, or subcontractors or by anyonedirectly employed by any of them, or by anyone for whose acts Vendor may beliable.

###  

### 14.10.2.       **Coverages**.  Theinsurance required hereunder shall be written for not less than the limits ofcoverage specified herein, or as required by law in any jurisdiction withauthority over Vendor’s operations, services, and/or performance, whichever isgreater.  Coverage shall be written on anoccurrence basis, except for Professional Liability Insurance.

###  

#### (a)           Worker’sCompensation and Employers Liability insurance affording compensation benefitsfor all employees in an amount sufficient by virtue of the laws of the state orjurisdiction in which the work or any portion of the work is performed andemployers’ liability insurance with limits of[ . . . * * * . . . ] foreach accident or disease.

####  

#### (b)           CommercialGeneral Liability Insurance with a combined single limit of[ . . . * * * . . . ] peroccurrence for personal injury, bodily injury (including wrongful death), andproperty damage liability inclusive of coverage for all premises and operations,broad form property damage, independent contractors, contractual liability forthis Agreement and product/completed operations coverage.

####  

#### (c)           Errors andOmissions Insurance shall be maintained with limits of[ . . . * * * . . . ]

####  

#### (d)           AutomobileLiability Insurance with combined single limit of [ . . . * * * . . . ]per occurrence for injuries, including accidental death and property damage.

####  

#### (e)           Umbrellaor Excess Liability Insurance with limits not less than[ . . . * * * . . . ] peroccurrence, which shall provide additional limits for employers’ liability,general liability and automobile liability insurance.

 

----

***Certain information inthis exhibit has been omitted and filed separately with the commission.

Confidential treatmenthas been requested with respect to the omitted portions.

 

37

----

 

### 14.10.3.       **Certain Specific Requirements**.  Vendor shall comply with the following termsfor all insurance coverage required by this Section.

###  

#### (a)           Vendorshall provide insurance coverage by insurance companies having policy holderratings no lower than “A-” and financial ratings not lower than “XII” in theBest’s Insurance Guide, latest edition in effect as of the Effective Date.  Such insurance shall be written with insurersof good standing and licensed to do business in the locations where theServices are to be performed.

####  

#### (b)           Vendorshall verify that all of Vendor’s agents, consultants, vendors, contractors areinsured against claims arising out of or relating to their performance relatedto this Agreement.

####  

#### (c)           ThePolicies described in clauses (b), (c), and (d), of Section 14.10.2 shall nameNextel, its subsidiaries and Affiliates, directors, officers, and employees asadditional insureds on a primary basis arising out of or in any way connectedwith Vendor’s performance of this Agreement.

####  

#### (d)           Vendorhereby waives and shall cause Vendor’s insurers to waive their rights ofsubrogation against Nextel and all its subsidiaries and Affiliates, directors,officers, and employees under policies described in Section 14.10.2 (a), (b),(c), and (d).

####  

#### (e)           Theinsurance policies listed above shall be subject to the laws of the country orstate in which the Services are being performed.  In the case of Services performed outside theUnited States and when required by law, the insurance must be placed with acompany admitted to do business in that country.

####  

#### (f)            Theforegoing insurance coverages shall be primary to and non-contributory withrespect to any other insurance or self-insurance that may be maintained byNextel and its subsidiaries and affiliates and shall contain a cross-liabilityor severability-of-interest clause where applicable.  The fact that Vendor has obtained theinsurance required in this Section 14.10 shall in no manner lessen nor affectVendor’s other obligations or liabilities set forth in this Agreement.  Vendor shall supply certificates of insurancedemonstrating that all of the insurance required above is in force, that thecarrier shall endeavor to provide not less than thirty (30) calendar days’written notice shall be given to Nextel prior to any cancellation orrestrictive modification of the policies, and that the waivers of subrogationare in force.  At the request of Nextelor any of its subsidiaries or affiliates, Vendor shall provide a certified copyof each insurance policy required under this Agreement, provided that Nextelhas been named as an additional insured on such policy

 

38

----

 

#### and there has been an occurrence for which such policy provides coverage.

####  

#### (g)           Anyself-insurance, self-retained layer, deductibles, and exclusions in coverage inthe policies required under Section 14.10.2(b) and 14.10.2(c) shall be assumedby, for the account of, and at the sole risk of, Vendor.  In no event shall Vendor’s liability belimited to the extent of the minimum limits of insurance required above.

####  

### 14.10.4.       **All Risk Coverage**. Vendor shall, at Vendor’s expense, carry and maintain at all times, andfor as long as any item of Vendor’s property is in transit, or in the care,custody, or control of Nextel, a policy or policies covering loss, ordestruction of, or damage to any item of Vendor’s property in the amount of thefull replacement value thereof providing protection against all perils normallycovered in an “all risk” physical damage insurance policy.  Vendor shall cause its “all risk” physicaldamage insurers to waive all rights of subrogation against Nextel, itsAffiliates, and their respective directors, officers, agents, and employees forany loss, or destruction of, or damage to any item of Vendor’s property, whichis covered by insurance pursuant to this Section 14.10.

###  

### 14.10.5.       **Certificate of Insurance**. Vendor shall, prior to providing any Services hereunder, provide Nextelwith a certificate of insurance evidencing the above insurance coverages andlisting Nextel as an additional insured on Vendor’s General Liability Insurancepolicy.  Such certificate shall alsostipulate that Vendor or its insurer shall endeavor to provide Nextel withthirty (30) days prior written notice of any cancellation or materialmodification in Vendor’s insurance coverages listed above.

###  

## 14.11.   **Notices**.  Any noticeor other document or communication required or permitted hereunder to theparties hereto will be deemed to have been duly given only if in writing anddelivered by any of the following methods: (i) certified U.S. mail, return receipt requested, postage prepaid,to the address of the receiving party as set forth below or such other addressas such party may dictate according to the notice provisions hereof;(ii) hand delivery to the person specified below or any other person sodesignated according to the notice provisions hereof; or (iii) facsimiledirected to the person specified below at the facsimile number listed below, orsuch other person or facsimile number so designated according to the noticeprovisions hereof; with a copy of all such notices delivered to counselspecified below or as such party may dictate in accordance with the noticeprovisions hereof.  Notices shall bedeemed delivered when received by the party being notified.

 

39

----

 

If to Nextel, all noticesshall be addressed and delivered to:

 

Nextel Operations, Inc.

c/o NextelCommunications, Inc.

2001 Edmund Halley Drive

Reston, Virginia 20191

Attention :[ . . . * * * . . . ]

 

With a copy to:

 

Nextel Operations, Inc.

c/o NextelCommunications, Inc.

2001 Edmund Halley Drive

Reston, Virginia 20191

Attention :[ . . . * * * . . . ]

 

If to Vendor, all noticesshall be addressed and delivered to:

 

**Metro One Telecommunications**

11200 Murray SchollsPlace

Beaverton, Oregon 97007

Attention:****[ . . . * * * . . . ]

Telephone:[ . . . * * * . . . ]

Facsimile:[ . . . * * * . . . ]

 

## 14.12.   **Publicity**.  WithoutNextel’s express written consent, which consent shall be given only in Nextel’ssole discretion, Vendor shall not use: (i) Nextel’s name or the name of any Affiliate of Nextel, or anydivisions or business units of any of them; (ii) the name of any officer,director, employee, or independent contractor of Nextel or its Affiliates;(iii) the name of any product or service of any of Nextel or itsAffiliates; or (iv) the name of any Customer of Nextel, in connection withany marketing, advertising, or other publicity or business proposal.  Notwithstanding the foregoing, neither Partyshall issue a news release, public announcement, advertisement, or other formof publicity concerning the existence of the Agreement or the Services to beprovided hereunder without obtaining the prior written approval of the otherParty except as may be required by applicable law or regulations, includingSecurities and Exchange Commission regulations.

##  

## 14.13.   **Record Keeping and Audits**.

##  

### 14.13.1.       **Financial Audits**.

###  

#### (a)           **Annual Audits**.  Vendor,at its sole expense, shall conduct a self audit, on not less than an annualbasis, of the accuracy of invoices submitted to Nextel and of Vendor’sSubcontractors’ invoices for

 

----

***Certain information inthis exhibit has been omitted and filed separately with the commission.

Confidential treatmenthas been requested with respect to the omitted portions.

 

40

----

 

#### licenses and services provided to Nextel or Vendor, pursuant to thisAgreement and the respective agreements between Vendor and Vendor’sSubcontractors.  Vendor shall deliver acopy of the report of such audit to Nextel within fourteen (14) calendar daysafter the end of each audit year.

####  

#### (b)           **Optional Nextel Audit**. Notwithstanding the foregoing, Nextel, at any time and from time totime, upon reasonable notice of no less than ten (10) Business Days to Vendorand at Nextel’s sole expense, may also audit or cause to be audited therelevant portion of the financial records of Vendor and Vendor’s Subcontractorsto verify the accuracy of Vendor’s invoices to Nextel and Vendor’sSubcontractors’ invoices to Vendor. Nextel and its authorized agents and representatives will have access toinspect and copy such records for purposes of such audit during normal businesshours and at place designated by Vendor; provided, however, that if such auditdiscloses that an error of[ . . . * * * . . . ] or moreregarding invoices during the audited period was made in favor of Vendor or anyVendor Subcontractor, Vendor shall pay the entire cost of such audit, unlessVendor disputes the outcome of the audit, in which case such dispute shall besettled under Section 5.5 hereof.  Ifsuch dispute is resolved in Nextel’s favor, Vendor shall remain responsible topay for the audit as set forth in this Section. Vendor shall bind each of its relevant Subcontractors in writing, aspart of the agreements between Vendor and the respective Subcontractor, to makeits financial records available for audit and inspection as required by thisSection 14.13.  Any Vendorconfidential material shall not be released to Nextel as a result of any audit.

####  

#### (c)           **Adjusting Payment Upon Audit**.  To the extent that any audit as provided inthis Section 14.13 discloses an overpayment or underpayment, Vendor orNextel, as the case may be, shall promptly refund or pay to the other, as thecase may be, the amount of such overpayment or underpayment.

####  

### 14.13.2.       **Recordkeeping Requirements**. Vendor shall maintain, and shall cause each of its relevantSubcontractors to maintain, complete and accurate accounting records in a formin accordance with generally accepted accounting principles and complying inall respects with all applicable laws, to permit substantiation of the chargesand prices of Vendor and Vendor’s Subcontractors hereunder and to permitverification of compliance by Vendor with the terms of this Agreement.  Vendor shall retain, and shall cause each ofVendor’s relevant Subcontractors to retain, such records for a period of five(5) years from the date to which each such record pertains.  Further, Vendor shall maintain and retain,and shall

 

----

***Certain information inthis exhibit has been omitted and filed separately with the commission.

Confidential treatmenthas been requested with respect to the omitted portions.

 

41

----

 

### cause each of its relevant Subcontractors to maintain and retain,complete and accurate operational records, including but not limited to alldata related to the provision of the Services, and copies of allVendor-generated reports hereunder for a period of five (5) years from the dateto which each such record or report pertains.

###  

### 14.13.3.       **Operational Audits**.

###  

#### (a)           **Operational Audit Rights. **Nextel,or its authorized representatives shall have the right, at any time, uponreasonable notice of no less than ten (10) Business Days (except that no noticeshall be required with respect to a security audit, including an audit ofVendor’s safeguarding of Customer Data), to perform an operational auditlimited in scope to Vendor’s performance of the Services, including, but notlimited to, any obligation of Vendor related to security, disaster recovery andfail-over planning.  The selection of theauthorized representative shall be made by Nextel, subject to Vendor’sapproval, such approval not to be unreasonably withheld.  For purposes of such audit, Vendor shallgrant Nextel or its representatives access appropriate to the scope of theaudit at a location of Vendor’s choosing, during normal business hours and uponsaid reasonable notice, to the relevant portion of Vendor’s books, records,documents, data, or information, as they relate to this Agreement.  Vendor shall provide Nextel, or itsauthorized representatives, such information and assistance as reasonablyrequested in advance in order to perform such audits; provided, however, thatthe parties shall endeavor to arrange such assistance in such a way that itdoes not interfere with Vendor’s ongoing business and the performance of Vendor’sduties and obligations hereunder.  Anythird parties performing this audit shall do so only after Vendor’s consent,which shall not be unreasonably withheld and only after executing nondisclosureagreements reasonably satisfactory to Vendor.

####  

#### (b)           **Results of Operational Audit**.  If any audit pursuant to thisSection 14.13 reveals a material inadequacy or insufficiency of Vendor’sperformance of the Services or any obligation of Vendor related to security,then Vendor and Nextel shall discuss such findings, including the specificaudit workpapers and report, and in the event that Vendor is unable toadequately refute such findings, Vendor shall promptly develop and provide toNextel a corrective action plan, such plan to be reasonably satisfactory toNextel, and promptly thereafter implement such plan at Vendor’s sole cost andexpense.

 

42

----

 

## 14.14.   **Severability**.  If anypart or application of this Agreement shall be adjudged by any court ofcompetent jurisdiction to be invalid, illegal or unenforceable, the validity,legality, and enforceability of the remaining provisions or other applicationsshall in no way be affected or impaired thereby and shall be enforced to themaximum extent permitted by applicable law.

##  

## 14.15.   **Third Party Rights Excluded**. This Agreement is an agreement between the parties, and confers norights upon any of the parties’ employees, agents, or contractors or upon anyother person.

##  

## 14.16.   **Waiver**.  No purportedwaiver by any party of any default by any other party of any term or provisioncontained herein (whether by omission, delay or otherwise) shall be deemed tobe a waiver of such term or provision unless the waiver is in writing andsigned by the waiving party. No such waiver shall in any event be deemed awaiver of any subsequent default under the same or any other term or provisioncontained herein.

##  

**INWITNESS WHEREOF,** the parties have caused this Agreement to beexecuted and delivered by their respective, duly authorized representatives.

 

 
| **NEXTEL OPERATIONS, INC.** | **METRO ONE  TELECOMMUNICATIONS, INC.** |
|-----------------------------|-----------------------------------------|
|                        |                                    |
| By:                         | /s/ Thomas N. Kelly,  Jr.               |   | By: | /s/ Timothy A. Timmins |   |
|                        |                                    |
| Name:                       | Thomas N. Kelly, Jr.                    |   | Name: | Timothy A. Timmins |   |
|                        |                                    |
| Its:                        | Executive Vice  President and COO       |   | Its: | President and Chief  Executive Officer |   |
|                             |                                         |  |  |  |  |  |  |  |  |

 

43

----

 

**FINAL**

 

**EXHIBIT A**

**TO**

**SERVICESAGREEMENT**

 

**CONTRACTDEFINITIONS**

 

“Additional Services” is defined inSection 3.9.

 

“Additional Statement of Work” is defined inSection 3.9.

 

“Adjustment Credits” shall mean the dollaramounts specified as performance or delay credits herein.

 

“Affiliate” means, as to each party, any entitydirectly or indirectly controlled by, controlling, or under common controlwith, such party.  Solely for thispurpose, and without limiting the foregoing, any Person that owns more thantwenty percent (20%) of the outstanding voting securities of any other Personshall be deemed to control such other Person.

 

“Agreement” is defined in the introductoryparagraph.

 

[ . . . * * * . . . ]

 

“Business Day” means any weekday other than aday designated as a holiday under the then applicable Nextel holiday schedule.

 

[ . . . * * * . . . ]

 

“Cap Amount” is defined in Section 9.2.1.

 

“Change in Control” means any change in thelegal, beneficial, or equitable ownership, direct or indirect, such thatControl of an entity (or substantially all of its business or assets) is nolonger with the same entity or entities as on the Effective Date.

 

“Confidential Information” means information,whether provided or retained in writing, verbally, by electronic or other datatransmission or in any other form or media whatsoever or obtained throughon-site visits at Nextel or Vendor facilities and whether furnished or madeavailable before or after the date of this Agreement, that is confidential,proprietary or otherwise not generally available to the public including,without limitation, trade secrets, marketing and sales information, productinformation, technical information and technology, Nextel and Vendorinformation, information about trade techniques and other processes andprocedures, financial information and business information, plans andprospects.  Nextel’s ConfidentialInformation includes, but is not limited to Nextel Data.

 

“Contract Executive” is defined inSection 5.2.

 

“Control” means the legal, beneficial, orequitable ownership, direct or indirect, of more than fifty percent (50%) ofthe aggregate of all voting or equity interests in an entity.

 

“CPI Increase” means the percentage change between(i) the Consumer Price Index, All Urban Consumers, U.S. City Average, allitems, most recently published (at the time of

 
| **NEXTEL/VENDOR.** | ** ** | **DIRECTORY ASSISTANCE** |
|--------------------|------------|--------------------------|
| **CONFIDENTIAL**   | ** ** | **EXHIBIT A**            |

 

 

----

***Certain information inthis exhibit has been omitted and filed separately with the commission.

Confidential treatmenthas been requested with respect to the omitted portions.

 

1

----

 

calculation) by the Bureau of Labor Statistics of theUnited States Department of Labor (or a successor agency of the United Statesgovernment) and (ii) the comparable statistic published for the same month ofthe previous year.  In the event thespecified CPI statistic is not reasonably available for both the then currentand previous year, the “CPI Increase” shall be a reasonable measure of changein consumer prices reasonably determined by Nextel.

 

“CPNI Law” is defined in Section 13.4.

 

“Customer” means an end-user of Nextel’swireless service offerings.

 

“Customer Data” means any information aboutpersons or entities that Vendor receives or derives or controls in any manneror has access to pursuant to this Agreement, including, without limitation, anypersonally identifying information, or any other information that, eitherindividually or when combined with other information, could be used to deriveinformation specific to a particular Nextel user.  Customer Data includes, but is not limitedto, information regarding a Nextel user’s identity, social security number,telephone number, credit card number, e-mail address, account information,service purchase and usage information, such as Customer proprietary networkinformation (“CPNI”) as such term is defined under the CPNI Law, and any suchspecific information about anyone or any entity with whom such Nextel user hascontact (either through an originating or terminating communication), includingthe content of their communication.

 

“Customer Service Representative” or “CSR”means an individual located in a Call Center whose primary job function is toreceive and, as appropriate, handle, process, answer, or otherwise respond torequests for information or assistance from Customers

 

“DAS Statement of Work” meansSchedule 2.3.

 

“Designated Default” means any occurrence orcircumstance designated as a default in the Service Level Requirements.

 

“Developed Work Product” means all Work Productand deliverables, created pursuant to the DAS Statement of Work and/or anAdditional Service Statement of Work and paid for by Nextel in connection withproviding Services or provided to Nextel (whether solely by Vendor or Vendor’sagents or subcontractors, or jointly by one or more of them and Nextel or itsagents) in the course of performing Services, other than Nextel Data separatelyfrom, and in addition to, the Service Fees.

 

“Disabling Device” means any timer, clock,counter, or other limiting design or routine that may cause Software or anydata generated or used by it to be erased, become inoperable or inaccessible,or that may otherwise cause such Software to become temporarily or permanentlyincapable of performing in accordance with this Agreement, including, withoutlimitation any Disabling Device that is triggered after use or copying of suchSoftware or a component thereof a certain number of times, or after the lapseof a period of time, or in the absence of a hardware device or after theoccurrence or lapse of any other triggering factor or event.  Disabling Device also includes any Softwarecommonly referred to as a computer virus, Trojan horse or other malicious orsurreptitious code.

 

2

----

 

“Disentanglement” is defined inSection 12.4.

 

“Disentanglement Commencement Date” is definedin Section 12.

 

“Disentanglement Transition Plan” is defined inSection 12.2.

 

“Effective Date” is defined in the introductoryparagraph.

 

“Exit Fee” is defined in Section 6.2.2.

 

“FCC” means the United States FederalCommunications Commission, or any successor agency.

 

“Fee Schedule” means Schedule 6.2.1.

 

“Final Test Completion” is defined inSection 2.5.2.

 

“Force Majeure” is defined inSection 14.7.

 

“Historically black colleges and universities”is defined in Section 13.3.6.

 

“Implementation Plan” meansSchedule 2.2.2.

 

“Indemnified Party” is defined inSection 10.5.

 

“Indemnifying Party” is defined inSection 10.5.

 

“Initial Term” is defined in Section 11.1.

 

“Internal Purposes” means all internal purposesincluding processing on multiple workstations and at multiple sites, theengagement of third parties (and the disclosure of code, documentation andother confidential information thereto subject to the requirements ofSection 7.3) to prepare system modifications and provide otherservices.  Internal Purposes also includesengaging a third party and its subcontractors and agents on an outsourcing orsimilar basis to provide services, or to receive the performance of services,for the internal purposes of the party engaging the outsourcer.  Internal Purposes of Nextel also includes theprovisions of the Services to current and future Nextel Affiliates and toentities that hereafter become former Nextel Affiliates.

 

“Minority institutions” is defined inSection 13.3.6.

 

“Nextel” is defined in the introductoryparagraph.

 

[ . . . * * * . . . ]

 

“Nextel Data” shall mean, in or on any media orform of any kind:  (a) all data orsummarized data related to Nextel, and all data indexing such data, includingdata that is in Nextel’s databases or otherwise in Nextel’s possession on theService Commencement Date or at any time from such date through the last day ofthe Term; and (b) all other Nextel records, data, files, input materials,processed data, reports and forms that may be received, computed, developed,used, or stored by Vendor, or by any of Vendor’s Subcontractors, for Nextel inthe performance of Vendor’s duties under this Agreement.

 

----

***Certain information inthis exhibit has been omitted and filed separately with the commission.

Confidential treatmenthas been requested with respect to the omitted portions.

 

3

----

 

“Nextel Resources” is defined inSection 3.1.

 

“Nextel Termination for Cause” is defined inSection 11.2.1.

 

“Nextel Termination for Convenience” is definedin Section 11.2.2.

 

“Nextel’s Contract Executive” means theindividual who is so designated in Schedule 5.1, as such individual may bereplaced by Nextel.

 

[ . . . * * * . . . ]

 

“NPOC” is definedin Section 3.8.

 

“OriginalAgreement” is defined in the introductory paragraphs.

 

“Person” means any natural person, corporation,limited liability company, limited liability partnership, general partnership,limited partnership, trust, association, governmental organization or agency,or other legal person or legally constituted entity of any kind.

 

“Personnel Table” means Schedule 5.1.

 

“Privacy Laws” is defined in Section 13.4.

 

“Procedures Manual” is defined inSection 3.5.

 

“Provided Resources” is defined inSection 3.1.

 

“Renewal Term” is defined in Section 11.1.

 

“Service Commencement Date” means the date onwhich a Service is first made available to Nextel Customers or available forFinal Testing.  For all Services thatalso were provided by Vendor to Nextel under the Original Agreement, theService Commencement Date is the Effective Date hereof.  The Service Commencement Date for all newServices shall be as set forth in the Implementation Plan or as otherwiseagreed by the parties in writing.

 

“Service Level Requirements” meansSchedule 2.4.

 

“Service Levels” or “SLs” means theperformance requirements specified in Schedule 2.4.

 

“Services” means the services provided byVendor hereunder pursuant to the Implementation Plan and the DAS Statement ofWork, including, but not limited to, those Vendor services not specificallydelineated in this Agreement, but consistent with, and reasonably inferable tobe within, the scope of the Implementation Plan and the DAS Statement ofWork.  “Services” does not includeservices provided by Vendor pursuant to an Additional Statement of Work.

 

“Senior Executive” is defined in Section 5.5.

 

“Software” means computer programs and programobjects of any kind (including source code and object code), program set-up andcustomization parameters and data and the tangible media on which any of theforegoing are recorded.

 

----

***Certain information inthis exhibit has been omitted and filed separately with the commission.

Confidential treatmenthas been requested with respect to the omitted portions.

 

4

----

 

“Specifications” means the descriptions of theServices, the Vendor systems used to provide the Services, and all otherdeliverables and Services hereunder, their components, and their capacities,functions, or methods, set forth in this Agreement (including all Schedules)and any documentation provided to Nextel by Vendor in writing (includingelectronically) including in Vendor’s responses to Nextel’s requests forproposal and key negotiating points.

 

“Steering Committee” is defined in Section 5.1.

 

“Subcontractor” means any Person (including anyVendor Affiliate) other than Vendor that provides Services to Nextel on behalfof Vendor under this Agreement.

 

“T&M Rates” is defined inSection 6.12.

 

“Term” is defined in Section 11.1.

 

“Termination Date” is defined inSection 11.4.

 

“Termination Notice” is defined inSection 11.2.1.

 

“Transaction Taxes” is defined inSection 6.9.5.

 

“Transition Date” means (i) in the case ofexpiration of this Agreement after all Renewal Terms have been exercised, thelast day of the last Renewal Term; (ii) in the case of a non-renewal of thisAgreement, the last day of the Initial Term or Renewal Term that is notrenewed; or (iii) in the case of termination of this Agreement, the TerminationDate.

 

“Vendor” is defined in the introductoryparagraph.

 

“Vendor Work Product” means all Work Productowned or licensed by Vendor whether created pursuant to this Agreement orotherwise, and all Work Product created pursuant to this Agreement other thanDeveloped Work Product.

 

“Vendor’s Contract Executive” means the individualwho is so designated in Schedule 5.1, as such individual may be replacedpursuant to Section 5.3.

 

[ . . . * * * . . . ]

 

“Work Product” means tangible and intangiblework product, ideas, concepts, know-how and information and the writings inwhich any of the same are fixed (including, without limitation, all reports,computer software systems, routines, data models, technical data, processes,designs, code and documentation and systems, concepts and business information)and all proprietary rights (including, without limitation, rights under patent,copyright, trade secret and other similar laws) therein.

 

----

***Certain information inthis exhibit has been omitted and filed separately with the commission.

Confidential treatmenthas been requested with respect to the omitted portions.

 

5

----

 

**LISTOF SCHEDULES**

 
| **Schedule**         | ** ** | **Title**                                                               |
|----------------------|------------|-------------------------------------------------------------------------|
| Schedule 2.2.2  |       | Implementation Plan                                                     |
| Schedule 2.3    |       | DAS Statement of Work                                                   |
| Attachment  1        |       | DA Services                                                             |
| Attachment  2        |       | International DA Services                                               |
| Attachment  3        |       | Wireless DA Services                                                    |
| Attachment  4        |       | Call Scripts                                                            |
| Attachment  5        |       | Call Center  Architecture                                               |
| Attachment  6        |       | Training                                                                |
| Attachment  7        |       | Quality Assurance  Procedures                                           |
| Attachment  8        |       | Directory Assistance  Automation Requirements                           |
| Schedule 2.4    |       | Service Level  Requirements                                             |
| Schedule 2.6    |       | Vendor Subcontractors                                                   |
| Schedule 2.7    |       | [ . . . * * * . . . ] |
| Schedule 3.5    |       | Procedures Manual                                                       |
| Schedule 3.6    |       | N/A                                                                     |
| Schedule 3.10   |       | Nextel Communications,  Inc. standards of Information Technology        |
| Schedule 3.11   |       | Reports                                                                 |
| Schedule 5.1    |       | [ . . . * * * . . . ] |
| Schedule 5.4.3  |       | [ . . . * * * . . . ] |
| Schedule 6.2.1  |       | Fee Schedule                                                            |
| Schedule 6.2.4  |       | Nextel’s Travel and  Expense Policy                                |
| Schedule 13.1.3 |       | Nextel’s Computer  Information Access and Use Policy               |

 
| **NEXTEL/VENDOR.** | ** ** | **DIRECTORY ASSISTANCE** |
|--------------------|------------|--------------------------|
| **CONFIDENTIAL**   | ** ** | **LIST  OF SCHEDULES**   |

 

----

***Certain information inthis exhibit has been omitted and filed separately with the commission.

Confidential treatmenthas been requested with respect to the omitted portions.

 

1

----

 

**FINAL**

 

**Schedule2.2.2**

**ImplementationPlan**

 

 

**[. . . ** * . . .]**

 

**[7 pagesomitted]**

 
| **NEXTEL/VENDOR** | ** ** | **DIRECTORY ASSISTANCE** |
|-------------------|------------|--------------------------|
| **CONFIDENTIAL**  | ** ** | **SCHEDULE 2.2.2**       |

 

----

***Certain information inthis exhibit has been omitted and filed separately with the commission.

Confidential treatmenthas been requested with respect to the omitted portions.

 

----

 

**Schedule2.3**

**DASStatement of Work**

 

 

**[. . . ** * . . .]**

 

**[14pages omitted]**

 
| **NEXTEL/VENDOR** | ** ** | **DIRECTORY  ASSISTANCE** |
|-------------------|------------|---------------------------|
| **CONFIDENTIAL**  | ** ** | **SCHEDULE  2.3**         |

 

----

***Certaininformation in this exhibit has been omitted and filed separately with thecommission.

Confidentialtreatment has been requested with respect to the omitted portions.

 

----

 

**Attachment1 to Schedule 2.3**

**DAServices**

 

**[. . . ** * . . .]**

 

**[6 pagesomitted]**

 
| **NEXTEL/VENDOR** | ** ** | **DIRECTORY  ASSISTANCE** |
|-------------------|------------|---------------------------|
| **CONFIDENTIAL**  | ** ** | **SCHEDULE  2.3**         |
| ** **        | ** ** | **ATTACHMENT  1**         |

 

----

***Certaininformation in this exhibit has been omitted and filed separately with thecommission.

Confidentialtreatment has been requested with respect to the omitted portions.

 

----

 

**Attachment2 to Schedule 2.3**

**InternationalDA Services**

 

**[. . . ** * . . .]**

 

**[3 pagesomitted]**

 
| **NEXTEL/VENDOR** | ** ** | **DIRECTORY  ASSISTANCE** |
|-------------------|------------|---------------------------|
| **CONFIDENTIAL**  | ** ** | **SCHEDULE  2.3**         |
| ** **        | ** ** | **ATTACHMENT  2**         |

 

----

***Certaininformation in this exhibit has been omitted and filed separately with the commission.

Confidentialtreatment has been requested with respect to the omitted portions.

 

----

 

**Attachment3 to Schedule 2.3**

**WirelessDA Services**

 

**[. . . ** * . . .]**

 

**[1 pageomitted]**

 
| **NEXTEL/VENDOR** | ** ** | **DIRECTORY ASSISTANCE** |
|-------------------|------------|--------------------------|
| **CONFIDENTIAL**  | ** ** | **SCHEDULE 2.3**         |
| ** **        | ** ** | **ATTACHMENT 3**         |

 

----

***Certain information inthis exhibit has been omitted and filed separately with the commission.

Confidential treatmenthas been requested with respect to the omitted portions.

 

----

 

**Attachment4 to Schedule 2.3**

**CallScripts**

 

**[. . . ** * . . .]**

 

**[2 pagesomitted]**

 

| **NEXTEL/VENDOR** | ** ** | **DIRECTORY  ASSISTANCE** |
|-------------------|------------|---------------------------|
| **CONFIDENTIAL**  | ** ** | **SCHEDULE  2.3**         |
| ** **        | ** ** | **ATTACHMENT  4**         |

 

----

***Certaininformation in this exhibit has been omitted and filed separately with thecommission.

Confidentialtreatment has been requested with respect to the omitted portions.

 

----

 

**Attachment5 to Schedule 2.3**

**CallCenter Architecture**

 

**[. . . ** * . . .]**

 

**[9 pagesomitted]**

 
| **NEXTEL/VENDOR** | ** ** | **DIRECTORY  ASSISTANCE** |
|-------------------|------------|---------------------------|
| **CONFIDENTIAL**  | ** ** | **SCHEDULE  2.3**         |
| ** **        | ** ** | **ATTACHMENT  5**         |

 

----

***Certaininformation in this exhibit has been omitted and filed separately with thecommission.

Confidentialtreatment has been requested with respect to the omitted portions.

 

----

 

**Attachment6 to Schedule 2.3**

**Training**

 

**[. . . ** * . . .]**

 

**[16pages omitted]**

 
| **NEXTEL/VENDOR** | ** ** | **DIRECTORY  ASSISTANCE** |
|-------------------|------------|---------------------------|
| **CONFIDENTIAL**  | ** ** | **SCHEDULE  2.3**         |
| ** **        | ** ** | **ATTACHMENT  6**         |

 

----

***Certaininformation in this exhibit has been omitted and filed separately with thecommission.

Confidentialtreatment has been requested with respect to the omitted portions.

 

----

 

**Attachment7 to Schedule 2.3**

**QualityAssurance Procedures**

 

**[. . . ** * . . .]**

 

**[5 pagesomitted]**

 
| **NEXTEL/VENDOR** | ** ** | **DIRECTORY  ASSISTANCE** |
|-------------------|------------|---------------------------|
| **CONFIDENTIAL**  | ** ** | **SCHEDULE  2.3**         |
| ** **        | ** ** | **ATTACHMENT  7**         |

 

----

***Certaininformation in this exhibit has been omitted and filed separately with thecommission.

Confidentialtreatment has been requested with respect to the omitted portions.

 

----

 

**Attachment8 to Schedule 2.3**

**ImplementationPlan**

 

**[. . . ** * . . .]**

 

**[3 pagesomitted]**

 
| **NEXTEL/VENDOR** | ** ** | **DIRECTORY  ASSISTANCE** |
|-------------------|------------|---------------------------|
| **CONFIDENTIAL**  | ** ** | **SCHEDULE  2.3**         |
| ** **        | ** ** | **ATTACHMENT  8**         |

 

----

***Certaininformation in this exhibit has been omitted and filed separately with thecommission.

Confidentialtreatment has been requested with respect to the omitted portions.

 

----

 

**Schedule2.4**

**ServiceLevel Requirements**

 

**[. . . ** * . . .]**

 

**[9 pagesomitted]**

 
| **NEXTEL/VENDOR** | ** ** | **DIRECTORY  ASSISTANCE** |
|-------------------|------------|---------------------------|
| **CONFIDENTIAL**  | ** ** | **SCHEDULE  2.4**         |

 

----

***Certaininformation in this exhibit has been omitted and filed separately with thecommission.

Confidentialtreatment has been requested with respect to the omitted portions.

 

----

 

**Schedule2.6**

**VendorSubcontractors**

 

**[. . . ** * . . .]**

 

**[1 pageomitted]**

 
| **NEXTEL/VENDOR** | ** ** | **DIRECTORY  ASSISTANCE** |
|-------------------|------------|---------------------------|
| **CONFIDENTIAL**  | ** ** | **SCHEDULE  2.6**         |

 

----

***Certaininformation in this exhibit has been omitted and filed separately with thecommission.

Confidential treatmenthas been requested with respect to the omitted portions.

 

----

 

**Schedule2.7**

 

**[. . . ** * . . .]**

 

**[1 pageomitted]**

 
| **NEXTEL/VENDOR** | ** ** | **DIRECTORY  ASSISTANCE** |
|-------------------|------------|---------------------------|
| **CONFIDENTIAL**  | ** ** | **SCHEDULE  2.7**         |

 

----

***Certaininformation in this exhibit has been omitted and filed separately with thecommission.

Confidentialtreatment has been requested with respect to the omitted portions.

 

----

 

**Schedule3.5**

**ProceduresManual**

 

**[. . . ** * . . .]**

 

**[12pages omitted]**

 
| **NEXTEL/VENDOR** | ** ** | **DIRECTORY  ASSISTANCE** |
|-------------------|------------|---------------------------|
| **CONFIDENTIAL**  | ** ** | **SCHEDULE  3.5**         |

 

----

***Certaininformation in this exhibit has been omitted and filed separately with thecommission.

Confidentialtreatment has been requested with respect to the omitted portions.

 

----

 

**Schedule3.10**

**CustomerSatisfaction Survey**

 

**[. . . ** * . . .]**

 

**[1 pageomitted]**

 
| **NEXTEL/VENDOR** | ** ** | **DIRECTORY  ASSISTANCE** |
|-------------------|------------|---------------------------|
| **CONFIDENTIAL**  | ** ** | **SCHEDULE  3.10**        |

 

----

***Certaininformation in this exhibit has been omitted and filed separately with thecommission.

Confidentialtreatment has been requested with respect to the omitted portions.

 

----

 

**Schedule3.11**

**Reports**

 

**[. . . ** * . . .]**

 

**[6 pagesomitted]**

 
| **NEXTEL/VENDOR** | ** ** | **DIRECTORY  ASSISTANCE** |
|-------------------|------------|---------------------------|
| **CONFIDENTIAL**  | ** ** | **SCHEDULE  3.11**        |

 

----

***Certaininformation in this exhibit has been omitted and filed separately with thecommission.

Confidentialtreatment has been requested with respect to the omitted portions.

 

----

 

**Schedule5.1**

 

**[. . . ** * . . .]**

 

**[3 pagesomitted]**

 
| **NEXTEL/VENDOR** | ** ** | **DIRECTORY  ASSISTANCE** |
|-------------------|------------|---------------------------|
| **CONFIDENTIAL**  | ** ** | **SCHEDULE  5.1**         |

 

----

***Certaininformation in this exhibit has been omitted and filed separately with thecommission.

Confidentialtreatment has been requested with respect to the omitted portions.

 

----

 

**Schedule5.4.3**

 

**[. . . ** * . . .]**

 

**[2 pagesomitted]**

 
| **NEXTEL/VENDOR** | ** ** | **DIRECTORY  ASSISTANCE** |
|-------------------|------------|---------------------------|
| **CONFIDENTIAL**  | ** ** | **SCHEDULE  5.4.3**       |

 

----

***Certaininformation in this exhibit has been omitted and filed separately with thecommission.

Confidentialtreatment has been requested with respect to the omitted portions.

 

----

 

**Schedule6.2.1**

**FeeSchedule**

 

**[. . . ** * . . .]**

 

**[2 pagesomitted]**

 
| **NEXTEL/VENDOR** | ** ** | **DIRECTORY  ASSISTANCE** |
|-------------------|------------|---------------------------|
| **CONFIDENTIAL**  | ** ** | **SCHEDULE  6.2.1**       |

 

----

***Certaininformation in this exhibit has been omitted and filed separately with thecommission.

Confidentialtreatment has been requested with respect to the omitted portions.

 

----

 

**Schedule6.2.4**

**NEXTELContractor & Consultant Travel and Expense Reimbursement Policy**

 

**[. . . ** * . . .]**

 

**[7 pagesomitted]**

 
| **NEXTEL/VENDOR** | ** ** | **DIRECTORY  ASSISTANCE** |
|-------------------|------------|---------------------------|
| **CONFIDENTIAL**  | ** ** | **SCHEDULE  6.2.4**       |

 

----

***Certaininformation in this exhibit has been omitted and filed separately with the commission.

Confidentialtreatment has been requested with respect to the omitted portions.

 

----

 

**Schedule13.1.3**

**NEXTELCommunications Inc. Standards of Information Technology Security**

 

**[. . . ** * . . .]**

 

**[38pages omitted]**

 
| **NEXTEL/VENDOR** | ** ** | **DIRECTORY  ASSISTANCE** |
|-------------------|------------|---------------------------|
| **CONFIDENTIAL**  | ** ** | **SCHEDULE  13.1.3**      |

 

----

***Certaininformation in this exhibit has been omitted and filed separately with thecommission.

Confidentialtreatment has been requested with respect to the omitted portions.

 

----