been omitted and filed separately
with the commission.
Confidential treatment has been requested with respect to the omitted portions.
14
6.9.5.
TRANSACTION TAXES.
AS USED HEREIN, "TRANSACTION TAXES" SHALL
BE DEFINED AS STATE AND LOCAL SALES AND USE TAXES, INCLUDING ARIZONA TRANSACTION
PRIVILEGE TAX, ARKANSAS GROSS RECEIPTS TAX, HAWAII GENERAL EXCISE TAX, ILLINOIS
RETAILER'S OCCUPATION TAX, AND NEW MEXICO GROSS RECEIPTS TAX.
6.10.
[ . . . * * * . . . ]
6.11.
[ . . . * * * . . . ]
6.12
T&M RATES.
SOLELY FOR THE PROVISION OF ADDITIONAL SERVICES UNDER
THIS AGREEMENT AND AS OTHERWISE SPECIFICALLY SET FORTH HEREIN, VENDOR'S TIME AND
MATERIALS RATES FOR ITS PERSONNEL (THE "T&M RATES") THROUGHOUT THE TERM ARE SET
FORTH ON THE FEE SCHEDULE.
COMMENCING AFTER THE ONE YEAR ANNIVERSARY OF THE
SERVICES COMMENCEMENT DATE, AND NO MORE OFTEN THAN ONCE PER YEAR, VENDOR MAY, BY
WRITTEN NOTICE TO NEXTEL, INCREASE THE AMOUNT OF ANY OF THE T&M RATES BY NO MORE
THAN THE CPI INCREASE OVER THE AMOUNT OF SUCH RATE THE PRIOR YEAR.
7.
PROPRIETARY RIGHTS; CONFIDENTIALITY
7.1.
NEXTEL PROPRIETARY RIGHTS.
7.1.1.
LICENSE.
DURING THE TERM OF THE AGREEMENT, AND SOLELY TO THE
EXTENT NECESSARY TO PERMIT NEXTEL TO OBTAIN THE BENEFITS OF THE SERVICES VENDOR
WILL PROVIDE PURSUANT TO THE AGREEMENT, 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 (INCLUDING ELECTRONICALLY AND WIRELESSLY) (AND TO PERMIT THIRD
PARTY OUTSOURCING PROVIDERS PROVIDING SERVICE TO NEXTEL, OTHER THAN DIRECTORY
ASSISTANCE SERVICES, UNDER APPROPRIATE CONFIDENTIALITY AGREEMENTS TO USE, COPY,
MODIFY, DISPLAY AND TRANSMIT) ANY AND ALL VENDOR WORK PRODUCT DELIVERED (OR
REQUIRED TO BE DELIVERED) TO OR USED BY NEXTEL IN PERFORMING ITS FUNCTIONS UNDER
THIS AGREEMENT OR IN OBTAINING THE BENEFITS OF THE SERVICES HEREUNDER.
HOWEVER,
NOTWITHSTANDING THE PRECEDING SENTENCE OR ANYTHING IN THE AGREEMENT TO THE
CONTRARY:
A)
NEXTEL IS PRECLUDED FROM PROVIDING ANY VENDOR WORK PRODUCT, OR ANY
LICENSES THERETO, TO ANY THIRD PARTY FOR PURPOSES OTHER THAN NEXTEL'S INTERNAL
PURPOSES UNLESS (I) VENDOR, IN ITS SOLE DISCRETION, HAS CONSENTED IN WRITING TO
SUCH PROVISION OF VENDOR WORK PRODUCT AND (II) THE THIRD PARTY EXECUTES A
LICENSE WITH VENDOR WHICH INCLUDES ROYALTY PAYMENTS TO VENDOR WHICH ARE
ACCEPTABLE TO VENDOR AT VENDOR'S SOLE DISCRETION; AND
B)
VENDOR GRANTS NO LICENSES WHATSOEVER TO EITHER NEXTEL OR TO ANY THIRD
PARTY FOR ANY SERVICE OR PRODUCT (INCLUDING WITHOUT LIMITATION ANY CALL
***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.
15
PROCESSING OR DIRECTORY ASSISTANCE SERVICE) WITH RESPECT TO WHICH VENDOR IS NOT
ENTITLED TO RECEIVE CONSIDERATION PURSUANT TO THIS AGREEMENT, PROVIDED, HOWEVER,
THAT THE PARTIES ACKNOWLEDGE AND AGREE THAT THE FEES SET FORTH 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