270 Legal [Sample Agreements]

BUNDLED WIRELESS BROADBAND SERVICES AGREEMENT

THIS BUNDLED WIRELESS BROADBAND SERVICES AGREEMENT (this “AGREEMENT”) is made and entered into effective the 23 day of November, 2005 (the “EFFECTIVE DATE”), by and between America Online, Inc., a Delaware corporation (”AOL”), and Clearwire LLC, a Nevada limited liability company (”CLEARWIRE”). Clearwire and AOL may be referred to herein individually as a “PARTY” and collectively as “PARTIES.” Capitalized terms used but not defined herein shall have the respective meanings given to them in Exhibit A.

WHEREAS, Clearwire, directly and through its Affiliates, operates wireless broadband systems and facilities capable of delivering certain wireless broadband data services to customers, including highspeed Internet access;

WHEREAS, AOL is an Internet service provider that offers to its subscribers value-added on-line services including email, chat, message boards, shopping, instant messaging, internet access and other subscriber applications, content, and associated services including premium content and functionality using branding owned or controlled by AOL or an AOL Affiliate, or using all or a portion of AOL’s or an AOL Affiliate’s network or backend systems;

WHEREAS, AOL and Clearwire mutually desire to make available the AOL Service to End Users in the Initial Markets via the Clearwire Wireless Broadband Network; and

NOW, THEREFORE, in consideration of the foregoing and the promises set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, AOL and Clearwire agree as follows:

1. MARKETING AND DISTRIBUTION OF THE BUNDLED SERVICE.

1.1 Bundled Service in Initial Markets. From and after the Deployment Date, and thereafter during the Term, AOL shall promote a product offering in the Initial Markets, consisting of the AOL Service bundled with the Clearwire Wireless Broadband Service and marketed as a single product (the “BUNDLED SERVICE”).
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