Exhibit
10.11


[***].  Confidential Treatment
Requested — Certain information in this exhibit has been omitted and filed
separately with the Commission.  Confidential treatment has been requested
with respect to the omitted portions.


STRATEGIC
ALLIANCE AGREEMENT


This Strategic Alliance Agreement is entered into as
of September 25, 2006, (the “Effective Date”) by and between Pantech &
Curitel Communications, Inc., a corporation organized and existing under the
laws of the Republic of Korea with its principal place of business at 1451-34,
Seocho-dong, Seocho-gu, Seoul, the Republic of Korea, (hereinafter called
“P&C”) and UTStarcom Personal Communications LLC, a limited liability
company organized and existing under the laws of the States of Delaware with its
principal place of business at 555 Wireless Boulevard, Hauppauge, NY 11778, the
United States of America (“UTStarcom”). P&C and UTStarcom may hereafter be
referred to in this Agreement individually as a “Party” or collectively as the
“Parties.”


1.             Exclusivity.


1.1          P&C
hereby appoints UTStarcom as its exclusive distributor for the sale of
Products, as defined in Article 3.1 below, in North America, Central America
and South America except for Brazil (the “Territory”)..


1.2           Notwithstanding
anything to the contrary in this Article 1, the Parties agree that P&C may
continue to provide CDMA mobile handsets to [***] as well as [***] which are
being sold through [***] and [***]. [***] will not offer any more models other
than described in this agreement as long as this agreement remains effective.


1.3           UTStarcom
will consider P&C as its preferred CDMA supplier.


1.4           UTStarcom
agrees that P&C shall have the right to participate in Product planning discussions
[***], as coordinated by UTStarcom. P&C will provide its representative at
joint product planning meeting held from time to time to cover various Product
planning related issues. The Party will provide the other Party with advance
written notice of any such visits in sufficient time to allow the other Party
to provide representation.


2.             Financial
Contribution.


2.1           [***].


2.2           [***].


2.3           [***].



 1
 








3.                                       Product.


3.1           The
Products shall include [***], including but not limited to [***], and [***] for
the Territory having carrier approval and competitive prices from P&C.


3.2           P&C
shall be entitled to sell or distribute, during the Term, in the Territory any
products that are not Products as defined in Article 3.1 of this
Agreement.  Products defined in Article
3.1 expressly excludes any product operating in accordance with (1) [***] and
(2) [***].


4.                                         Minimum
Volume Guarantee.


4.1           Subject
to 4.2 below, UTStarcom shall purchase from P&C a cumulative total of at
least [***] units during the Term with following periodic minimum volume
targets; (the “Minimum Volume”); provided however, that P&C shall provide a
competitive product roadmap to UTStarcom which is acceptable to UTStarcom.




	
  Period

  	
   

  	
  Volume

  	
   

  
	
  Oct. 1st 2006 ~ Dec. 31st 2007

  	
   

  	
  [***]

  	
   

  
	
  Jan. 1st 2008 ~ Dec. 31st 2008

  	
   

  	
  [***]

  	
   

  
	
  Jan. 1st 2009 ~ Dec. 31st 2009

  	
   

  	
  [***]

  	
   

  






 


4.2           The
Parties further acknowledge that the purchase of the Minimum Volume is subject
to (a) the acceptable performance of the Products during trial by carriers and
carrier final approval; and (b) competitive pricing, timely delivery and satisfactory
quality.  If UTStarcom believes in good
faith that these conditions are not met, UTStarcom shall provide written notice
to P&C with a detailed basis for UTStarcom’s belief, including all
supporting documentation.


4.3           Notwithstanding
the above, the Parties acknowledge that the Minimum Volume is of paramount
importance to the intended strategic alliance and in the event that UTStarcom
fails to reach the periodic Minimum Volume stipulated in Article 4.1 during any
period during the Term, provided all of the conditions of 4.2 above are
successfully complied with, and without prejudice to any other rights P&C
may have, P&C shall be entitled to make null and void the exclusivity
provision in Article 1 above and otherwise embodied this Agreement.



 2
 








5.                                         Price.


5.1           The
price for the Products is based on one handset, one Standard Battery, one
Charger and Manual and the individual price for the product shall be discussed
and mutually agreed on a model by model basis.


6.                                         Payment
Terms.


Except for the payment in Section 16 below, payment
for Products for October, November and December, 2006, shall be as
follows:  [***].


[***].


[***].


7.                                         Forecast
/ Order Placement.


7.1           UTStarcom
will provide P&C with three (3) months firm purchase order and six (6)
months non-binding rolling forecast of its estimated requirements for products.


7.2           The
above firm purchase order and the non-binding rolling forecast shall be
provided by the 10th of each month.


7.3           UTStarcom
will update forecasts on a monthly basis or more frequently.


7.4           The
purchase order shall be deemed to be confirmed in case P&C fails to notify
UTStarcom of objection to such purchase order within 5 business days after
receipt of it.


7.5           UTStarcom
shall pay for any components purchased by P&C and any products in process
as well as finished goods to fulfill the requirements of firm purchase orders
placed by UTStarcom as stated in Section 7.1 above. For such components,
UTStarcom shall, in its sole discretion, either (i) compensate based on the
P&C’s purchase prices of the components, or (ii) ask P&C to complete
them to be delivered to UTStarcom.  P&C, however, will use its best
efforts to (1) reduce such purchased components by canceling orders and (2)
utilize such items in manufacturing elsewhere.



 3
 








8.                                         Delivery.


8.1           UTStarcom
and P&C will work together to ensure maximum flexibility in order delivery.
Product model will be shipped at CIP (IncoTerms 2000) to any port by air or sea
freight, at UTStarcom’s option.


8.2           P&C
will be responsible for air freight charges in case that P&C delivers the
product after thirty (30) days from agreed delivery date on the confirmed
purchase order.


8.3           In
the event delivery is delayed more than forty five (45) days from agreed
delivery date on the confirmed purchase order, UTStarcom will have the option
to cancel or revise purchase order for the delayed product model.


9.                                         Marketing.


UTStarcom shall provide marketing information per each
carrier to P&C every quarter. UTStarcom shall cause P&C to build up
marketing channel with carriers directly and discuss for the entire product
planning related issues.



 4
 








10.                                  Development
Fee.


If P&C and UTStarcom
enter into a future written agreement to jointly develop a Product at
UTStarcom’s initiation for distribution under this Agreement, and UTStarcom
terminates the Product development due to causes not directly related to
P&C’s performance, UTStarcom shall be obligated for expenses actually
incurred by P&C in reasonable reliance on UTStarcom’s representations.


11.                                  Patent
Protection/Indemnification.


11.1         P&C shall indemnify and hold
UTStarcom harmless with respect to all liability, claims and expenses
(including reasonable legal fees) incurred in connection with any action for
any infringement, or claim of infringement, of any third party’s proprietary
rights, patents, trade secrets, trademark or copyright (“Claims”) by the
Products only where UTStarcom provides timely notice of such Claims.  Pursuant to this Article and in its own
discrestion, P&C may compensate UTStarcom to defend against the Claims or
independently defend the Products agains such Claims.  The obligation to indemnify UTStarcom shall
exclude any misuse or modification of P&C’s proprietary rights, patents, or
Products, and shall also exclude any claim based upon UTStarcom’s willful
infringement.


11.2         P&C agrees to defend, indemnify and
hold UTStarcom harmless for any claims, actions, lawsuits, or damages
(including reasonable attorneys’ fees) resulting from breach of the warranties
contained in this Agreement, only where UTStarcom provides timely notice of
such breach of warranty.


12.                                  Left
blank intentionally.


13.                                  Brand
Name.


The brand name of the Products purchased by UTStarcom
under this Agreement [***].


14.                                  Parts
Allowance.


14.1         P&C
shall provide [***] spare part of the product to UTStarcom in lieu of the
warranty service for the product. 
P&C shall not be responsible for any other warranty service (except
any Epidemic Failure) for the product other than the supply of [***] spare part
set forth in the preceding sentence. In the event the return rate of defective
Product exceeds [***] of purchases, then UTStarcom shall receive additional
parts necessary to provide to carriers, at no cost, if UTStarcom provides
P&C detailed itemized



 5
 








information on the returned products, including but
not limited to, failed part numbers and symptoms of failure.  Defective rate means the number of defective
products (as measured by Product returned as defective under warranty or
repaired by authorized service personnel) in any month divided by the average
number of units shipped on a monthly basis during the previous [***].  UTStarcom shall submit to P&C detailed
information of defective Product in a monthly report.


14.2         Except
for Article 14.1, P&C shall invoice, on a quarterly basis, any spare parts
provided to UTStarcom in accordance with market price at that time. P&C
will continue to provide spare parts for such warranty service by UTStarcom
after expiration of this Agreement.


14.3        P&C will provide [***] of purchases
at no charge to UTStarcom for its carrier customers field replacement units
(FRU), handset only from the models to be launched from 2007.


15.           Warranty.


15.1         P&C warrants that upon shipment to
UTStarcom the Products are free from defects in material, workmanship and
design under normal use and service and shall otherwise conform to the
specifications, which shall be agreed by the Parties.


15.2         UTStarcom shall be responsible for the
warranty services with respect to the product except any Epidemic Failure.
Epidemic Failure shall mean the situation that would exist if [***] percent or
more of the total units of the Products delivered to Buyer with the same
production date code hereunder during the consecutive 2 months period
demonstrates a defect in material workmanship and/or design, or fails to conform
to this specification because of a identical cause except fault or negligence
of the user, or shipper; or improper use of the Product. P&C’s
responsibility for the Epidemic Failure is effective for [***] after shipment
of the products.  P&C will be responsible
for all costs and expenses in connection with the Epidemic Failure.


15.3         If
P&C establishes its own warranty service facilities in UTStarcom’s
exclusive territories for its product after expiration of this Agreement,
UTStarcom will cooperate and assist P&C in this endeavor, provided P&C
continues to provide spare parts to UTStarcom.


15.4         P&C
also warrants that (in addition to those warranties implied by law) the Product
together with the packaging, labeling and other material supplied by P&C



 6
 








shall (a) be free from defects caused by any reason,
including but not limited to defects in the design, assembly or manufacture of
the Products; (b) comply with the laws, rules, orders and regulations or
applicable government authorities, including but not limited to all US laws and
regulations affecting handsets; and (c) not infringe on any third parties’
proprietary rights, patents, trademarks or copyrights.


15.5         P&C
will support UTStarcom and its carrier customers in performing warranty
services on the Products by providing reasonable technical assistance,
engineering support, training, service manuals, software, quality control,
Interface testing, software upgrading equipment and schematics.


15.6         UTStarcom
shall inspect and reject any defective Products within fifteen (15) days after
the date of receipt of shipment to determine if they are dead on arrival
(“DOA”).  For those Products founds to be
DOA, P&C will replace with a brand new Product. Product found to be DOA must
include the box and all accessories that were originally included with the
Products. With respect to Product sold to carriers, if the Product is found to
be defective within 30 days of sale to end-user, such Product shall be returned
to P&C for replacement with new Product or credit.


16.                                  Inventory
Purchase.


16.1         UTStarcom
agrees to issue [***] firm purchase orders to P&C for the entire
inventories listed below with delivery dates in [***] and [***].  Details of purchase price and shipment
schedule are set forth in Attachment A, attached hereto and made a part
hereof.  The total Purchase price for
Products listed below shall be [***] net paid to the account designated by
P&C by the end of business hours of September 28th, 2006 in Korean time.




	
  

  	
   

  	
  Volume

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Model

  	
   

  	
  September

  	
   

  	
  October

  	
   

  	
  FOB

  	
   

  	
  MDF

  	
   

  
	
  CDM-8920SP

  	
   

  	
  [***] units

  	
   

  	
  [***] units

  	
   

  	
  [***]

  	
   

  	
   

  	
   

  
	
  CDM-8940VW
  (shipped)

  	
   

  	
  [***] units

  	
   

  	
   

  	
   

  	
  [***]

  	
   

  	
   

  	
   

  
	
  CDM-8940VW(stored
  in P&C)

  	
   

  	
  [***] units

  	
   

  	
   

  	
   

  	
  [***]

  	
   

  	
   

  	
   

  
	
  CDM-180VW

  	
   

  	
  [***] units

  	
   

  	
   

  	
   

  	
  [***]

  	
   

  	
   

  	
   

  
	
  CDM-8945VW

  	
   

  	
  [***] units

  	
   

  	
  [***] units

  	
   

  	
  [***]

  	
   

  	
   

  	
   

  
	
  PC-5740VW

  	
   

  	
   

  	
   

  	
  [***] units

  	
   

  	
  [***]

  	
   

  	
   

  	
   

  






 



 7
 








16.2         Once
the purchase is made for the entire inventories with the above prices, other
than the indemnification and warranty obligations in Sections 11 and 15 above,
P&C shall not have any additional responsibility whatsoever for the
inventories and UTStarcom shall not ask for additional discount or MDF from
P&C.


16.3         For
whatever reason, if P&C fails to deliver the entire inventories stipulated
in Article 16.1 by the end of October, P&C shall promptly refund the amount
equivalent to the value of then-not-delivered inventories to UTStarcom.


17.                                  Non-Circumvention.


17.1        Except
as otherwise provided herein, Pantech Wireless Inc. (“PWI”), and its
affiliates, subsidiaries and related companies shall not directly or indirectly
engage and solicit any CDMA Carriers defined in Article 17.2 within the
Territory with regard to the sales of the Products as long as the exclusivity
granted in Article 1 remains effective.


17.2        Under
this Agreement, CDMA Carriers shall mean network operators, resellers and MVNOs
based on CDMA whose definition is provided in Article 3.


18.                                  PWI
Current Inventory Sales


Both Parties agree to engage in good faith discussion
on the products handled by PWI in a separate agreement.  However, PWI shall not add any new models to
their current product line for sales. Until separate agreement is entered, PWI
will continue to sell the current inventory Product in the territory despite of
Article 1.


19.                                  Agreement
Term and Termination.


19.1         This
Agreement shall be effective from the Effective Date of this Agreement, and
shall continue in full force and effect for a period of Three (3) years or
until terminated in accordance with the terms hereof (the “Term”). In the event
UTStarcom fulfills its minimum purchase requirements, this Agreement may be
renewed for an additional period of 1 year by the mutual agreement of the
Parties.


19.2        Either Party shall have the right to
terminate this Agreement at any time by giving written notice to the other
Party if the other Party breaches any material provision of this Agreement, and
if curable, fails to cure such breach within thirty (30) days after receiving a
written notice to cure such breach.



 8
 








19.3        In addition to all other rights or
remedies provided in this Agreement or by law, either Party shall have the
right to immediately terminate this Agreement if:  (1) the other Party becomes insolvent or
makes a general assignment for the benefit of creditors; (2) the other Party
admits in writing the inability to pay debts as they mature; (3) Any court (or
similar body of law) appoints a trustee or receiver with respect to the other
Party or any substantial part of the other Party’s assets; or (4) An action is
taken by or against the other Party under any bankruptcy or insolvency laws or
laws relating to the relief of debtors.


20.          Limitation
of Liability; Governing Law.


20.1        Limitation
of Liability. WITH THE EXCEPTION OF THE INDEMNITIES IN ARTICLE 11, NEITHER
PARTY SHALL HAVE ANY LIABILITY FOR ANY LOSS OF PROFIT OR INCIDENTAL,
CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND; LOSS OF, OR
DAMAGE TO, UTSTARCOM’S OR ANY END USER’S RECORDS OR DATA; OR LOSS OF REVENUE,
LOSS OF BUSINESS OR OTHER FINANCIAL LOSS ARISING OUT OF OR IN CONNECTION WITH
ANY PRODUCTS SOLD OR LICENSED BY P&C TO UTSTARCOM OR TO ANY END USER OF
PRODUCTS, EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.


20.2        WITHOUT
LIMITING THE FOREGOING, EACH PARTY’S TOTAL LIABILITY TO THE OTHER PARTY UNDER
THIS AGREEMENT WILL BE LIMITED TO THE PAYMENTS MADE BY UTSTARCOM UNDER THIS
AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT WHICH GAVE
RISE TO SUCH DAMAGES.


20.3        Governing
Law.  This Agreement shall be
governed by and construed in accordance with the substantive laws, other than
choice of law rules, of the State of California.  All disputes which may arise between the
parties, out of or in relation to or in connection with this Agreement shall be
finally settled by arbitration in Los Angeles, CA in accordance with procedural
arbitration rules of ICC. The Parties hereto specifically consent to the
jurisdiction and venue of the State of California with respect to any
adjudication of any dispute between the Parties hereto, and the enforcement of
any award or judgment against either of the Parties hereto resulting from such
dispute.


21.          P&C
shall ensure that the Products comply at all times with any and all United
States federal, state and municipal statutes, laws, codes and regulations
including any



 9
 








Federal Communications Commission (“FCC”) regulations
and any other governmental requirements of the countries in which UTStarcom
sells and distributes the Products, that may apply to the content, composition,
packaging, labeling, shipment and operation of the Products.


22.          Miscellaneous


22.1         If
any term of this Agreement is declared invalid or unenforceable by a court of
competent jurisdiction, such term shall be deemed deleted therefrom and the
remaining terms shall continue in full force and effect.


22.2       Each Party relies on the other Party’s
experience, knowledge and reputation as an inducement to enter this Agreement
and agrees not to assign or transfer this Agreement without the prior written
consent of the other Party, which shall not be withheld unreasonably.


22.3         This Agreement contains the entire
understanding between the Parties and supersedes any prior agreements, written
or oral, relating to this subject.


22.4         Any required notices hereunder shall be
given in writing at the address of each Party set forth above, or in such other
manner contemplated herein, and shall be deemed served when delivered or, if
delivery is not accomplished by reason or some fault of the addressee, when
tendered.


22.5         In all matters relating to this
Agreement, UTStarcom and P&C shall act as independent contractors.  Except as may be otherwise expressly
permitted hereunder, neither Party will represent that it has any authority to
assume or create any obligation, expressed or implied, on behalf of the other
Party, or to represent the other Party as agent, employee, or in any other
capacity.  Neither Party shall have any
obligation, expressed or implied, except as expressly set forth herein.


22.6         Upon termination of this Agreement,
neither Party shall be discharged from any antecedent obligations or liabilities
to the other Party under this Agreement.


22.7         Sections
11, 15, 20, 21 and 22 shall survive termination or expiration of this Agreement
for any reason.


IN WITNESS WHEREOF, P&C and UTStarcom executed
this Agreement as of the date first above written.



 10
 








 


	
  

  	
  Pantech
  & Curitel

  	
  UTStarcom
  Personal

  
	
   

  	
  Communications,
  Inc.

  	
  Communications LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sung Kyu Lee

  	
   

  	
  By:

  	
  /s/ Philip Cristopher

  	
   

  
	
   

  	
  Name: Mr. Sung
  Kyu Lee

  	
  Name: Mr. Philip Christopher

  
	
   

  	
  Title: President
  and CEO

  	
  Title: President and CEO, UTStarcom

  Personal Communications

  
							



 


ATTACHMENT
A


UTSTARCOM
PCD


PANTECH
- CURITEL


PROPOSED
PURCHASES


SEPTEMBER
- OCTOBER ‘06


 


	
   

  	
   

  	
   

  	
   

  	
  SEPTEMBER

  	
   

  	
   

  	
   

  	
  OCTOBER

  	
   

  	
   

  	
   

  
	
  MODEL

  	
   

  	
  FOB

  	
   

  	
  QTY

  	
   

  	
  VALUE

  	
   

  	
  QTY

  	
   

  	
  VALUE

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CDM8920SP

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  CDM8940VW

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  CDM180VW

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  CDM8945VW

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  PC5740VW

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  TOTAL

  	
   

  	
   

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  



 




	
  

  	
   

  	
  TOTAL

  	
   

  	
   

  	
   

  
	
  MODEL

  	
   

  	
  QTY

  	
   

  	
  VALUE

  	
   

  
	
  CDM8920SP

  	
   

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  CDM8940VW

  	
   

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  CDM180VW

  	
   

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  CDM8945VW

  	
   

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  PC5740VW

  	
   

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  
	
  TOTAL

  	
   

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  






 


 



 11