270 Legal [Sample Agreements]

WIRELESS BROADBAND SYSTEM
SERVICES AGREEMENT

BETWEEN

MOTOROLA, INC.

AND

CLEARWIRE US LLC

MOTOROLA/CLEARWIRE CONFIDENTIAL

[* * * Portions of this Exhibit have been omitted and filed separately with the Securities and Exchange Commission as part of an application for confidential treatment pursuant to the Securities Act of 1933, as amended]

WIRELESS BROADBAND SYSTEM

SERVICES AGREEMENT

This Wireless Broadband System Services Agreement (“Services Agreement”) is between Motorola, Inc., a Delaware corporation, (“Motorola”, which term will also mean, where the context requires, Motorola subsidiaries or subcontractors involved in providing services or materials for this Purchase Agreement) and Clearwire US LLC, a Nevada limited liability company (“Clearwire” which term will also mean, where the context requires, “Clearwire Affiliates”).

RECITALS:

1. Clearwire has obtained or will obtain a license to operate wireless broadband communications systems in the United States and other countries.

2. Motorola desires to sell and Clearwire may choose to purchase services for Clearwire’s (and Clearwire’s Affiliates) Wireless Broadband Infrastructure System (as hereinafter defined) as set forth in this Services Agreement and in the attached Exhibits, all of which are incorporated herein.

AGREEMENT:

The parties agree as follows:

1. DEFINITIONS (capitalized terms used within a definition are defined in this Section in alphabetical order). Defined terms will be capitalized throughout this Services Agreement and will be read in the singular, plural or the tense as the context requires. Definitions are contained in Exhibit “D”.

2. SCOPE OF AGREEMENT

2.1 Motorola will furnish to Clearwire (or Clearwire Affiliates, as applicable), and Clearwire may purchase from Motorola the Services as defined herein and listed within Exhibit “A”.

2.2 This Services Agreement may be canceled only upon the terms and conditions contained herein.

2.3 Affiliates of Clearwire may also purchase Services from Motorola under this Services Agreement and Clearwire will guarantee payment for any Services Motorola provides.

2.4 Examples of potential Services are contained in Exhibit “B”, Deployment Program examples, and the following listing of Services:

- Planning and Design of Network, including capacity and coverage considerations

- Site selection

- Installation and commissioning of network elements

- Integration of Network Elements into network

- Acceptance testing of network

- Program management and project administration

- Design, provision and integration of Network Management System to manage network from a single NOC

- Custom OSS Integration to interface to existing (or supply new) CRM, Order Manager, Subscriber provisioning and Activation, Network Inventory, Performance and SLA Monitoring, Service Assurance solutions
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