Pre-Effective Amendment to Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1/A Amendment to Form S-1 HTML 115K
2: EX-4.6 Investor Rights Agreement 14 77K
3: EX-9.1 Voting Agreement 10 44K
4: EX-10.10 Agreement 9 47K
5: EX-10.11 Amendment to Agreement 31 128K
6: EX-10.12 Agreement and Undertaking 2 14K
7: EX-10.25 Form of Subscription Agreement 45 169K
8: EX-10.26 Market Operation, Spectrum Lease and Sublicense 190 679K
Agreement
9: EX-10.29 Subscription Agreement 21 97K
10: EX-10.30 Master Supply Agreement 105 316K
11: EX-10.31 Side Agreement 17 77K
12: EX-10.39 Vendor Agreement 12± 50K
13: EX-10.40 Subscription Service Addendum to Vendor Agreement 39 100K
14: EX-10.41 Co-Marketing Agreement 22 86K
15: EX-10.42 Purchase and Sale Agreement 48 166K
16: EX-10.45 Bundled Wireless Broadband Services Agreement 32 83K
17: EX-10.46 Subscription Agreement 29 113K
18: EX-10.47 Side Agreement 3 21K
19: EX-10.48 Amended and Restated Limited Liability Company 58 207K
Agreement
20: EX-10.51 Common Stock Purchase Agreement 51 217K
21: EX-10.52 Mobile Wimax Network Collaboration Agreement 36 112K
22: EX-10.53 Stock Purchase Agreement 81 340K
23: EX-10.55 Wireless Broadband System Services Agreement 20 48K
24: EX-10.56 Wireless Broadband System Infrastructure Agreement 146 358K
25: EX-10.57 Wireless Broadband Cpe Supply Agreement 40 94K
26: EX-10.58 Side Letter Agreement 9 51K
27: EX-10.59 Master Royalty and Use Agreement 196 648K
28: EX-10.60 Master Royalty and Use Agreement 103 325K
29: EX-10.61 Membership Interest Purchase Agreement 51 181K
30: EX-10.62 Purchase Agreement 64 201K
31: EX-10.63 Educational Broadband Service Long Term De Facto 84 276K
Transfer Lease Agreement
32: EX-21.1 List of Subsidiaries 2± 13K
Exhibit 10.57
WIRELESS BROADBAND CPE SUPPLY AGREEMENT
Between: and:
Motorola, Inc. Clearwire US LLC
1501 W. Shure Drive 5808 Lake Washington Blvd. NE, Suite 300
Arlington Heights, IL 60004 Kirkland, WA 98033
(Motorola) (Clearwire)
EFFECTIVE DATE: August 29, 2006
This Wireless Broadband CPE Supply Agreement (Agreement) is entered into between
Motorola and Clearwire as of the Effective Date. Clearwire will purchase and
Motorola agrees to sell Wireless Broadband Subscriber Products (as defined in
Exhibit "B"), support, accessories and related equipment, all as listed in
Exhibit A, Schedule 1 at the prices listed in Exhibit A and on the terms and
conditions in this Agreement, Exhibits and Schedules. The Exhibits and Schedules
attached in this Agreement, as such Exhibits A-C and Schedules may be amended by
agreement of the parties from time to time, are incorporated into this
Agreement. Affiliates of Clearwire, as defined in Exhibit A, also have the right
to directly purchase under this Agreement, on the terms and conditions stated in
this Agreement and Clearwire and Clearwire Corporation will guarantee payment
for any Subscriber Products Motorola provides to Clearwire and Clearwire
Affiliates.
This Agreement and attached Exhibits and Schedules constitute the entire and
final expression of agreement between the parties, and supersede all other
communications between the parties, pertaining to the subject matter of this
Agreement. This Agreement may be executed in multiple counterparts, each of
which will be deemed an original and all of which taken together will constitute
one and the same instrument. Facsimile or digital signatures will be treated as
originals.
[Signature pages follows]
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized representatives.
MOTOROLA INC. CLEARWIRE US LLC
By: /s/ C. F. WRIGHT By: /s/ Benjamin G. Wolff
--------------------------------- ------------------------------------
(signature) (signature)
Name: C. F. WRIGHT Name: Benjamin G. Wolff
Title: SENIOR VICE-PRESIDENT Title: Co-President & Co-CEO
Date: 8/29/06 Date: 8/29/06
Clearwire Corporation hereby guarantees payment of the purchase price for any
Subscriber Products purchased by Clearwire or any Clearwire Affiliate under this
Agreement, subject to the exercise of any rights of Clearwire or such Clearwire
Affiliate with respect to such payment Motorola need not exhaust remedies
against Clearwire and Clearwire Affiliates (other than to demand payment and to
allow for the passage of the applicable cure period) prior to pursuing this
guarantee of Clearwire Corporation.
CLEARWIRE CORPORATION
By: /s/ Benjamin G. Wolff
---------------------------------
(signature)
Name: Benjamin G. Wolff
Title: Co-President & Co-CEO
Date: 8/29/06
EXHIBIT A
PRODUCTS AND PRICES
A. Under the terms of this Agreement, Motorola will offer the specific
Wireless Broadband Subscriber Products contained in Exhibit A, Schedule I
("Subscriber Products").
B. Certain technical specifications and features for Subscriber Products are
contained in Exhibit A, Schedule 2.
C. Targeted availability dates for Subscriber Products are contained in
Exhibit A, Schedule 3.
D. Exhibit A, Schedule 4 "Expedience CPE Feature Roadmap" highlights the
features that Clearwire needs for the Expedience CPE family.
A-1
EXHIBIT A
SCHEDULE 1
SUBSCRIBER PRODUCTS AND PRICING
The pricing stated in this Exhibit A, Schedule 1 is the [***] pricing to be
charged by Motorola under this Agreement. Throughout the term of this Agreement,
Motorola will use commercially reasonable efforts to [***] for the Subscriber
Products specifically listed in this Exhibit A, Schedule 1.
SEE ATTACHED
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2006 CPE EXPEDIENCE EQUIPMENT
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ITEM DESCRIPTION TOTAL PRICE (I)NFRA / (C)PE
---- ----------- ----------- ---------------
022-0009-0001 BOX OSU (OUTDOOR CPE) SINGLE [***] C
022-0015-0001 BOX FOR SLIMLINE SINGLE [***] C
022-0050-0004 BOX SLEEVE A-MOD SLIMLINE W/BARCODE GENERIC [***] C
022-0050-0101 CLEARWIRE BOX SLEEVE [***] C
022-0055-0001 BOX OSU SINGLE [***] C
250-1055-1903 CLEARWIRE OSU KIT 10OFT CABLE [***] C
250-1155-1000 2.5GHZ OSU KIT WITH EURO CORD, 100 FT CABLE [***] C
250-1157-1000 OSU3310 AV CPE KIT W/900-0009-9100 EUROINSTALL KIT [***] C
250-1159-1000 OSU3510 AV CPE KIT W/900-0009-9101 EURO NSTLKIT [***] C
250-1255-1000 OSU 2510-AV OUTDOOR CPE KIT INCLUDING UK CORD [***] C
250-1257-1000 OSU 3310 AV CPE KIT W/900-0009-9102 UK [***] C
250-1259-1000 OSU 3510 AV CPE KIT W/900-0009-9102 UK [***] C
250-1357-1000 OSU 3310 AV CPE KIT W/900-0009-9103 CHINA/AUS [***] C
250-1359-1000 OSU 3510 AV CPE KIT W/900-0009-9103 CHINA/AUS [***] C
250-5055-1000 2.6GHZ OSU KIT [***] C
250-5055-1903 CLEARWIRE OSU KIT 50FT CABLE [***] C
250-5155-1000 2.6GHZ OSU KIT W/EURO CORDS 50 FT CABLE [***] C
250-5157-1000 3.3 GHZ OSU KIT [***] C
250-5159-1000 3.5 GHZ OSU KIT [***] C
250-5159-1761 OSU 3510-A OUTDOOR CPE KIT BELGIUM [***] C
250-5255-1000 OSU 2510-AV OUTDOOR CPE KIT INCLUDING UK CORD [***] C
250-5259-1777 OSU 3510-A V CLEARWIRE IRELAND CPE KIT [***] C
250-5357-7001 OSU 3310-A OUTDOOR CPE KIT [***] C
250-5557-7001 OSU 3310-A OUTDOOR CPE KIT [***] C
350-0255-0001 COVER/MOUNTING PLATE, MSU [***] C
370-0015-0001 SLIMLINE COVER ASSEMBLY-CPE [***] C
370-0015-0002 SLIMLINE BASE ASSEMBLY-CPE [***] C
370-0015-0005 WINDOW MOUNT BRACKET [***] C
370-0015-0101 SLIMLINE COVER ASSEMBLY-RSU [***] C
420-0050-1000 POWER SUPPLY 15V 1.66A 25W [***] C
420-0050-9000 SWITCHING POWER SUPPLY OSU 19.5V 2.5A RJ45 [***] C
470-0100-5676 OMNI ANTENNA MOUNTING KIT [***] C
501-3101-2701 MAGNETIC MOUNT MOBILE ANTENNA 2.4-2.7GHZ [***] C
501-3101-3701 3.3-3.6GHZ MOBILE MAGMOUNT ANTENNA [***] C
501-3103-2701 THROUGH HOLE MOBILE ANTENNA 2.4-2.7GHZ [***] C
501-3103-3701 3.3-3.6GHZ MOBILE T/H ANTENNA [***] C
501-3107-2701 2.5GHZ MOBILE MAGMOUNT ANTENNA [***] C
559-0050-0503 CLEARWIRE RSU OVAL COVER LABEL [***] C
597-0255-0001 MSU POWER/COMM CABLE HARNESS [***] C
597-5001-0001 CPE ANT-RF CABLE [***] C
597-5001-0002 OSU, ANT-RF CABLE [***] C
597-5001-0003 SLIMLINE CPE ANT-RF CABLE ASSM [***] C
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ITEM DESCRIPTION TOTAL PRICE (I)NFRA / (C)PE
---- ----------- ----------- ---------------
597-5001-0004 OSU-S.L. SERIES ANT-RF CABLE ASSM. [***] C
597-5001-0201 MSU INTERNAL RF CABLE TNC [***] C
597-5120-0107 PWR CORD 7FT NORTH AMERICA DETACHABLE [***] C
597-5120-0108 PWR CORD 8FT 2 INCH NORTH AMERICA DETACHABLE [***] C
597-5120-0307 EUROPEAN POWER CORDSET [***] C
597-5121-0104 USA A/C POWER CORD 4 FT [***] C
597-5121-0204 UK 4 FT POWER CORD [***] C
597-5121-0304 EURO POWER CORD 4 FOOT [***] C
597-6010-0001 CPE UTP ETHERNET CABLE ASSEMBLY [***] C
597-6015-0001 CPE PROGRAMMING CABLE [***] C
597-6020-0050 DC/SIGNAL CABLE, OSU, 50FT [***] C
597-6020-0075 DC/SIGNAL CABLE, OSU, 75 FT [***] C
597-6020-0100 DC/SIGNAL CABLE, OSU, 100 FT [***] C
597-6021-0050 OSU DC PWR / ENET RJ45 TO CONXALL (50FT) [***] C
597-6021-0100 OSU DC PWR / ENET RJ45 TO CONXALL (100FT) [***] C
900-0009-9050 OSU NORTH AMERICAN INSTALL KIT [***] C
900-0009-9051 OSU EURO INSTALL KIT 50' CABLE [***] C
900-0009-9052 OSU UK INSTALL KIT 50' CABLE [***] C
900-0009-9053 OSU CHINA/ AUSTRALIA INSTALL KIT 50' CABLE [***] C
900-0009-9100 OSU NORTH AMERICAN INSTALLATION KIT 100' CABLE [***] C
900-0009-9101 OSU EURO INSTALLATION KIT 100' CABLE [***] C
900-0009-9102 OSU UK INSTALLATION KIT 100' CABLE [***] C
900-0015-0005 RSU BRACKET ACC. [***] C
900-0054-1220 RSU-3510-AV, ISP220, CHPL-3-5120, CLEARWIRE SPAIN [***] C
900-0054-1230 RSU-3510-AV, ISP230,CHPL-3-5080, DANSKE [***] C
900-0054-1760 RSU-351O-AV, ISP760, CHPL-3-5060, MAC TELECOM [***] C
900-0054-1761 RSU-3510-AV, ISP761, CHPL-3-5060, CLEARWIRE BELGIUM [***] C
900-0054-1777 RSU-3510-AV, ISP777, CHPL-3-5050, IRELAND [***] C
900-0055-1903 OSU-2510-AV, ISP903, CHPL-2-6030 CLEARWIRE [***] C
900-0055-9903 OSU-2510-AV ISP903, CHPL-2-6030, CLEARWIRE W/50' [***] C
900-0059-1220 OSU-3510-AV, ISP220, CHPL-3-5120, CLEARWIRE SPAIN [***] C
900-0059-1230 OSU-3510-AV, ISP230, CHPL-3-5080, DANSKE [***] C
900-0059-1761 OSU-3510-AV, ISP761, CHPL-3-5060, BELGIUM [***] C
900-0059-1777 OSU-3510-AV, ISP777, CHPL-3-5050, IRELAND [***] C
900-0060-1903 RSU-2510-FV, ISP903, CHPL-2-6030 CLEARWIRE [***] C
900-0060-1970 RSU-2510-FV ISP970 CHPL-2-6030 CLEARWIRE-EARTH [***] C
900-0060-1971 RSU-2510-FV ISP971 CHPL-2-6030 CLEARWIRE-WIND [***] C
900-0060-1972 RSU-2510-FV ISP972 CHPL-2-6030 CLEARWIRE-FIRE [***] C
900-0060-2903 RSU-2510-FH, ISP903, CHPL-2-6030, CLEARWIRE [***] C
900-0071-1903 RSU-2510-SV ISP903 CHPL-2-6030 CLEARWIRE [***] C
900-0071-1970 RSU-2510-SV ISP970 CHPL-2-6030 CLEARWIRE AOL [***] C
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ITEM DESCRIPTION TOTAL PRICE (I)NFRA / (C)PE
---- ----------- ----------- ---------------
900-0071-1971 RSU-2510-SV ISP1971 CHPL-2-6030 CLEARWIRE-W1ND [***] C
900-0071-1972 RSU-2510-SV ISP972 CHPL-2-6030 CLEARWIRE-FIRE [***] C
900-0071-2903 RSU-2510-SH ISP903 CHPL-2-6030 CLEARWIRE [***] C
900-0225-1000 MSU-2300-A ISP000, CHPL-2-3020 [***] C
900-0238-1000 MSU-3710-AV, ISP000, CHPL-3-7030 [***] C
900-0255-1903 MSU-2510-AV, ISP903, CHPL-2-6030 CLEARWIRE [***] C
900-0255-9001 ETSI MSU-2510-A, ISPOOO, CHPL-2-6010 [***] C
900-0257-1000 MSU-3310-A, ISP000, ChPI-3-3010 [***] C
900-0259-1000 MSU-3510-A, ISP000, ChPI-3-5030 [***] C
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WIMAX-CLEARWIRE PRICING
PRODUCT/DESCRIPTION
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DESKTOP CPE 4-PORT ETHERNET HUB (NON-ATA) AVAILABLE [***]
TIERS MEASURED ON ANNUAL PURCHASES OF BOTH ATA & NON-ATA 4 PORT -------------------------------------
CPES. TABLE IS STARSTEP WITH INITIAL UNITS AT HIGHER PRICE. 2007 2008 2009 2010 2011
----- ----- ----- ----- -----
[***] and above [***] [***] [***] [***] [***]
[Enlarge/Download Table]
DESKTOP CPE 4 PORT ETHERNET HUB (WITH ATA) AVAILABLE [***]
TIERS MEASURED ON ANNUAL PURCHASES OF BOTH ATA & NON-ATA 4 PORT -------------------------------------
CPES. TABLE IS STARSTEP WITH INITIAL UNITS AT HIGHER PRICE. 2007 2008 2009 2010 2011
----- ----- ----- ----- -----
[***] and above [***] [***] [***] [***] [***]
[Enlarge/Download Table]
DESKTOP CPE 1 PORT ETHERNET .5 WATT NON-MMO, NON-ATA AVAILABLE [***]
TIERS MEASURED ON ANNUAL PURCHASES OF THIS MODEL ONLY. TABEL IS -------------------------------------
STARSTEP WITH INITIAL UNITS AT HIGHER PRICE. 2007 2008 2009 2010 2011
----- ----- ----- ----- -----
[***] and above [***] [***] [***] [***] [***]
[Enlarge/Download Table]
PC CARD (WIMAX LAPTOP CAMPUTER CARD) AVAILABLE [***]
TIERS MEASURED ON ANNUAL PURCHASES OF THIS MODEL ONLY.TABLE IS -------------------------------------
STAIRSTEP WITH INITIAL UNITS AT HIGHER PRICE. 2007 2008 2009 2010 2011
----- ----- ----- ----- -----
[***] and above [***] [***] [***] [***] [***]
NOTES- ALL PRICING QUOTED IS FOR THE 25 GHZ PRODUCTS IN US DOLLARS - TAXES
INSURANCE, & FRIEGHT WILL BE ADDED AS APPLICABLE
3.5GHZ DAP PRODUCTS (5 AND 7 MHZ CHNL ONLY) ARE OFFERED [***] PRICE AS ABOVE
3.5GHZ CPE/PC CARDS (5 AND 7 MHZ CHNL ONLY) ARE OFFERED [***] TO PRICES SHOWN
ABOVE
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EXHIBIT A
SCHEDULE 2
SUBSCRIBER PRODUCTS SPECIFICATIONS AND FEATURES
SEE ATTACHED
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EXHIBIT A
SCHEDULE 3
SUBSCRIBER PRODUCTS TARGET AVAILABILITY DATES
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MILESTONE # DATE 2.5 GHZ NETWORK MILESTONES
----------- ----- --------------------------
D1 [***] [***]
D2 [***] [***]
D3 [***] [***]
D4 [***] [***]
D5 [***] [***]
D6 [***] [***]
This Schedule sets forth Subscriber Products and target availability dates
therefor which Clearwire desires to purchase. Once mutually agreed upon by the
Parties, this Schedule will be amended accordingly and Motorola will agree to
deliver Subscriber Products in accordance with the target availability dates
described in such amended schedule. Motorola and Clearwire will use commercially
reasonable efforts to achieve the objectives stated in this Schedule by the
dates specified above or elsewhere in this Agreement, including identifying
those provisions of this Schedule the breach of which will be mutually agreed
upon to constitute a material breach for purposes of Section 4.a.(iv) of this
Agreement.
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EXHIBIT A
SCHEDULE 4
EXPEDIENCE CPE FEATURE ROADMAP
SEE ATTACHED
A-9
EXHIBIT A
SCHEDULE 4
EXPEDIENCE CPE FEATURE ROADMAP
revision 0.04
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RSU [***]
WiMax/Expedience Dual Operation [***]
Improved CHNL Estimation [***]
Enhanced Pwr Control [***]
Paging/Sleep Mode [***]
Stearable Antenna [***]
Diversity [***]
Enhanced MAC Efficient [***]
Spatial Processing (e.g. Mode) [***]
OSU [***]
WiMax/Expedience Dual Operation [***]
Improved CHNL Estimation [***]
Enhanced Pwr Control [***]
Paging/Sleep Mode [***]
Stearable Antenna [***]
Diversity [***]
Enhanced MAC Efficient [***]
Spatial Processing (e.g. Mode) [***]
MSU [***]
WiMax/Expedience Dual Operation [***]
Improved CHNL Estimation [***]
Enhanced Pwr Control [***]
Paging/Sleep Mode [***]
Stearable Antenna [***]
Diversity [***]
Enhanced MAC Efficient [***]
Spatial Processing (e.g. Mode) [***]
PC CARD [***]
WiMax/Expedience Dual Operation [***]
Improved CHNL Estimation [***]
Enhanced Pwr Control [***]
Paging/Sleep Mode [***]
Stearable Antenna [***]
Diversity [***]
Enhanced MAC Efficient [***]
Spatial Processing (e.g. Mode) [***]
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Key
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Not Applicable [***]
General Availability [***]
This Schedule sets forth Subscriber Products and target availability dates
therefor which Clearwire desires to purchase. Once mutually agreed upon by the
parties, this Schedule will be amended accordingly and Motorola will agree to
deliver Subscriber Products in accordance with the target availability dates
described in such amended Schedule. Motorola and Clearwire will use commercially
reasonable efforts to achieve the objectives stated in this Schedule by the
dates specified above or elsewhere in this Agreement, including identifying
those provisions of this Schedule the breach of which will be mutually agreed
upon to constitute a material breach for purposes of Section 4.a.(iv) of this
Agreement
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EXHIBIT B
TERMS AND CONDITIONS
1. Subscriber Products Lead-Time. and Prices, For purposes of this Agreement,
"Wireless Broadband Subscriber Products" means Expedience Subscriber
Products, Dual Mode Subscriber Products, Wi-Max Subscriber Products and
Other Technology subscriber product, all as defined in Section 4b, below,
but excluding wireless broadband handsets. The Subscriber Products,
lead-time, and prices for the Subscriber Products, as of the date of this
Agreement, are listed in Exhibit A. Motorola may add Subscriber Products
to, and revise price levels in, Exhibit A, Schedule 1, from time to time
with the prior written consent of Clearwire. This Agreement is for sales of
Subscriber Products only and, other than for warranty claims, does not
create any obligation on Motorola with respect to any other products or
services of Motorola, Inc.
Clearwire will also have the right to purchase, and the definition of
"Subscriber Products" will be deemed to include any other products that are
listed on Exhibit A, and any Wireless Broadband Subscriber Products that
Motorola makes available to another wireless broadband service provider
customer operating on licensed spectrum with channel widths of not less
than 5 MHz, on terms and conditions, (including, but not limited to,
financial terms and terms regarding the availability of such products) that
are no less favorable to Clearwire than those agreed by another customer of
Motorola, for similar purchase commitments.
Exhibit "A", Schedule 2 sets forth certain technical specifications and
features for Subscriber Products which Clearwire desires to purchase. Once
mutually agreed upon by the parties, Exhibit "A", Schedule 2 will be
amended accordingly and Motorola will agree to deliver Subscriber Products
in accordance with the specifications and features described in such
amended Exhibit "A", Schedule 2. Motorola and Clearwire will use
commercially reasonable efforts to achieve the objectives stated in Exhibit
"A", Schedule 2 by the dates specified in Exhibit "A", Schedule 3 or
elsewhere in this Agreement, including identifying those provisions of
Exhibit "A", Schedule 2 the breach of which will be mutually agreed upon to
constitute a material breach for purposes of Section 4.a.(iv).
Motorola will make each Subscriber Product available to Clearwire on the
earlier of (a) the date specified in Exhibit A, Schedule 3, or (b) the date
on which Motorola makes that Subscriber Product available to any third
party, provided that in the case where Wireless Broadband Subscriber
Products are uniquely developed for and funded by another customer, such
Wireless Broadband Subscriber Products will not be made available to
Clearwire until such time as they are made commercially available to third
parties other than the entity paying for development.
If there is an insufficient supply of Subscriber Product to satisfy
unfulfilled purchase orders of Clearwire and other purchasers of the same
Subscriber Product, Motorola agrees not to disadvantage Clearwire compared
to the other purchasers.
2. Forecasts. Clearwire will provide to Motorola on a monthly basis a rolling
[***] forecast of Clearwire's estimated Subscriber Product purchases (the
"Forecasts"). Each such Forecast will be delivered to Motorola not less
than [***] prior to the start of [***] All Forecasts are non-binding.
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3. Purchase Order and Payment Terms.
a. All orders for Subscriber Products by Clearwire will be submitted to
Motorola in the form of electronic data interchange ("EDI") or other
method as mutually agreed. Clearwire must provide firm,
non-cancellable, purchase orders [***] prior to requested ship date.
The only effect of any terms and conditions in Clearwire's purchase
orders or any other documentation not signed by the patties shall be
to request the time and place of delivery, and the number and models
of Subscriber Products to be delivered (provided that the time
requested is not binding on Motorola unless the requested ship date is
in accordance with this Section). Motorola's invoice also will not
change the terms and conditions of this Agreement. Clearwire's payment
in US Dollars is due [***] after shipment.
b. Clearwire will use commercially reasonable efforts to notify Motorola
of any disputed amounts under any invoice in writing prior to the
invoice due date; but provided that Clearwire shall pay to Motorola
the undisputed portion of any invoice within the time frame set forth
in Section 3a. Clearwire's failure to notify Motorola of any disputed
amount prior to the invoice due date will not constitute a waiver by
Clearwire of any dispute regarding any previously paid invoice;
provided that, in no event shall Clearwire dispute any invoice
submitted by Motorola hereunder more than [***] after the date
of such invoice. For any undisputed amount due hereunder which remains
unpaid, Clearwire will pay Motorola a service fee at the rate of [***]
of the amount due for each month or portion thereof that the
amount remains unpaid.
4. Exclusive Purchase Commitment and Other Matters.
a. Except as provided elsewhere in this Section 4, Clearwire (and
Clearwire Affiliates) agree to purchase 100% of their Wireless
Broadband Subscriber Products (excluding products purchased for
non-commercial use, such as for purposes of internal testing)
requirements from Motorola during the term of this Agreement.
Exceptions to the foregoing purchase commitment:
(i) Starting on the 5th anniversary of the Effective Date, the
Section 4a purchase commitment percentage drops from 100% to 51%
of the Wireless Broadband Subscriber Products.
(ii) If any Subscriber Product supplied by Motorola materially fails
to meet the performance specifications and such material
deficiencies are not remedied by Motorola within [***] of written
notice to Motorola, or if Motorola's production and delivery of
any Subscriber Product fails in any material respects to meet the
requirements of this Agreement, which failures have not been
cured in the [***] after written notice to Motorola, then
Clearwire will be released from its exclusive purchase commitment
only for that specific Subscriber Product. Once Motorola cures
the breach, the exclusive purchase requirement again covers that
Subscriber Product. For purposes of this Agreement, a material
breach does not include the situation where Motorola, with
Clearwire's consent, substitutes a substantially similar or
comparable product at a similar price.
(iii) If Clearwire identifies a Wireless Broadband Subscriber Product
need, and Motorola decides not to supply that product, Motorola
will allow Clearwire to
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purchase that specific product from an agreed to ODM supplier
(approval will not be unreasonably withheld), subject to a
licensing agreement from Motorola to that ODM supplier on
commercially reasonable terms. However, if such Wireless
Broadband Subscriber Product need is based on an
industry-recognized public standard, and if Motorola decides not
to supply that product, Motorola will have the right to OEM such
product itself and sell it to Clearwire under the terms of this
Agreement. If Motorola decides not to do so, Clearwire will be
relieved of its exclusive purchase obligations under this Section
4.a with respect to such product only.
(iv) Clearwire may terminate the exclusivity requirements under this
Agreement if there are [***] uncured Subscriber Product material
breaches in any [***] period.
b. For purposes of this Agreement, the following terms shall have the
following meanings: "Clearwire Affiliates" means entities which are
controlled with greater than 50% ownership by Clearwire Corporation.
"Expedience Subscriber Products" means the RSU, OSU, MSU and PC cards
using Expedience technology, plus any accessories and related
equipment "Wi-Max Subscriber Products" means the RSU, OSU, MSU and PC
cards or equivalent using 802.16e technology, plus any accessories and
related equipment. "Dual Mode Subscriber Products" means a device,
plus any accessories and related equipment, with the capability to
operate (but not seamlessly between) the Expedience and 802.16e
technologies. "Other Technology" means any other standards-based,
alternative wireless broadband technology deployed by Clearwire.
c. Except as contained in this Section 4c, the unit price to Clearwire
for individual Subscriber Products purchased in any calendar year will
be no less favorable than the unit price paid by other customers
contemporaneously buying similar or lesser quantities of the same
individual Subscriber Products within the same country during such
calendar year. The foregoing price level commitment 1) excludes unique
Subscriber Product sales that are directly related to funded
development programs, one time per customer initial promotional offer
(not to exceed [***] of Subscriber Product), and 2) is given in
consideration of the minimum purchase commitments by Clearwire (and
Clearwire's Affiliates) in this Agreement. For avoidance of doubt,
purchase volumes of CDMA, GSM, UMTS and iDEN infrastructure and/or
devices can not be considered for purposes of establishing MFN pricing
comparisons between customers.
d. Motorola will supply Residential Subscriber Units, Outdoor Subscriber
Units, Mobile Subscriber Units and PC cards or equivalent in
accordance with the specification and features mutually agreed between
Motorola and Clearwire and attached to this Agreement as Exhibit "A",
Schedule 2.
e. In the 2 years after the Effective Date, and in consideration of
Motorola's obligations under this Agreement, Clearwire and its
Affiliates will purchase from Motorola no less than $150,000,000 in
Subscriber Products under this Agreement and Infrastructure Products
under and as defined in the Wireless Broadband System Infrastructure
Agreement of even date herewith between Motorola and Clearwire.
f. Motorola will provide ISPID administration.
[*** Confidential Treatment Requested]
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g. Motorola will support efforts to produce Dual Mode Subscriber Products
either internally or in conjunction with a third party providing
discrete, NextNet approved, mobile Wi-Max silicon.
h. Motorola may from time to time cease the supply of then existing
versions of Subscriber Product (the "Discontinued Product"), provided
that a suitable replacement product is available. If Motorola does
discontinue Product, it will notify Clearwire promptly in writing at
least [***] before discontinuance ("Discontinuance Notice") and
Clearwire, up to the date provided on the Discontinuance Notice, may
place a final lifetime order for Discontinued Product. A shipping
schedule for quantities ordered in any final lifetime order will be
mutually agreed to between Clearwire and Motorola, but in any event
will not exceed [***] from the date of the Discontinuance
Notice. All final lifetime orders for Discontinued Product are
non-cancelable.
i. NextNet Wireless, Inc., a subsidiary of Clearwire being acquired by
Motorola on the date hereof ("NextNet"), may be a party to one or more
take or pay contracts (including with Mitsubishi, and Maxim) for the
purchase of parts required in the operation of NextNet's business. The
parties acknowledge that any such take or pay contracts may continue
in effect following the Effective Date. As a result, the parties agree
that Motorola will (i) act in good faith to consume as many of such
parts subject to the take or pay as is reasonably possible in the
operation of its business in the normal course, and (ii) use
commercially reasonable efforts to renegotiate such take or pay
contracts to eliminate or reduce the take or pay obligations. If
despite such actions by Motorola, there are parts remaining in
Motorola's inventory that were purchased as a result of any such
NextNet take or pay contract, or Motorola is obligated to make penalty
payments to make the vendor whole, and that are not usable by Motorola
in the operation of its business in the normal course, Clearwire shall
purchase such parts from Motorola at Motorola's cost, or Clearwire
shall pay or reimburse Motorola for such penalty payments.
j. If Clearwire informs Motorola that Clearwire desires to pursue Other
Technology for Subscriber Products, Motorola will use commercially
reasonable efforts to supply Clearwire with an Other Technology
solution under the terms of this Agreement.
5. Deliveries. The delivery terms for all sales of Subscriber Products are
[***]. Clearwire will pay [***] costs from [***] basis and all
applicable [***] and similar charges. Title to the Subscriber Products
and risk of loss will pass to Clearwire [***]. Title to Software on
Subscriber Products remains with Motorola at all times. Motorola will
deliver the Subscriber Products to Clearwire free and clear of all liens,
security interests or encumbrances of any type. Clearwire hereby grants to
Motorola a purchase money security interest on all of the Subscriber
Products that have not resold by Clearwire and that have not been paid for
by Clearwire. Clearwire agrees to cooperate in whatever manner requested by
Motorola that is reasonably necessary to assist in perfecting and recording
the security interest.
6. Distribution. Except as provided elsewhere in this Agreement, Clearwire
will not transship, sell, or otherwise transfer Subscriber Products outside
of its wireless broadband systems ("Territory"), other than for inventory
balancing purposes with its Affiliates. Clearwire will incorporate this
limitation into all of Clearwire's agent and distributor agreements as a
condition of resale of the Subscriber Products, and Clearwire will enforce
this limitation. Sale within the Territory without transshipment is a
material condition to Clearwire's rights under this Agreement. Clearwire
agrees that it will not misrepresent any of the Subscriber Products or any
of the capabilities of the
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Subscriber Products. Specifically, Clearwire agrees that it will correctly
explain to end user customers the capabilities of the Subscriber Products
with respect to the Subscriber Products range, radio frequency and battery
life as detailed in the relevant Motorola Subscriber Product literature.
Motorola is responsible for complying with legal requirements regarding the
export or import of any Subscriber Product.
7. Force Majeure. Except for payment due, neither party will be liable for any
delay or failure to perform due to any cause beyond its reasonable control.
Causes include strikes, acts of God, interruptions of transportation. The
delivery schedule will be considered extended by a period of time equal to
the time lost because of any excusable delay.
8. Warranty. For Subscriber Products sold under this Agreement, Motorola
warrants its Subscriber Products to Clearwire (or Clearwire Affiliates),
except that if the Subscriber Products are resold, Motorola warrants to
end-users, and only in accordance with the Limited Warranty that Motorola
ships with its Subscriber Products [***] Limited Warranty). Motorola
makes no other representation or warranty of any other kind, express or
implied. MOTOROLA SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. If any Subscriber
Product is defective at time of delivery to Clearwire, Clearwire's sole
remedy will be to return the Subscriber Product to Motorola for repair,
replacement or refund, as determined solely by Motorola. Clearwire will
process all customer warranty returns in accordance with Motorola's then
current service and return center procedures. All warranty returns require
a return authorization issued by Motorola with specific model, quantity and
price information for the Subscriber Product prior to acceptance at
Motorola's service center or return center. Prior to returning any
Subscriber Product to Motorola, Clearwire is responsible for prescreening
the Subscriber Products for defects or damage to ensure that only
Subscriber Products that are actually defective under the terms of
Motorola's Limited Warranty, or Subscriber Products that have been damaged
in transit prior to receipt by Clearwire, are returned to Motorola.
Subscriber Products returned to Motorola that are not defective or that
have not been damaged in transit prior to Clearwire's receipt may, at
Motorola's sole option, be returned to Clearwire at Clearwire's expense.
All returns are freight prepaid at Clearwire's expense. For resold
Subscriber Products that are subject to warranty claims, Motorola will hold
Clearwire or Clearwire's Affiliate harmless from third party warranty
claims.
9. Intellectual Property Indemnification. Excluding any intellectual property
rights obtained through acquisition of NextNet, Motorola agrees to
indemnify Clearwire against and to defend Clearwire, at Motorola's expense,
for any claims, suits, arbitration or other disputes brought against
Clearwire based upon a claim that any Subscriber Product furnished
hereunder by Motorola infringes any patent or copyright or misappropriates
a trade secret in any country worldwide where Motorola sells such
Subscriber Product and to pay costs and damages awarded based upon such
claim in any such suit, provided that Motorola is: (1) promptly notified by
Clearwire in writing within [***] of the date on which Clearwire first
received written notice of such claim; and (2) at Motorola's request and
expense is given sole control of the suit and all reasonably requested
assistance for defense of the claim. Motorola shall not be relieved of its
indemnification obligation as a result of delays in notifying Motorola of
the claim except to the extent the amount of the claim is increased as a
result of such delay. Motorola will not be liable for any settlement made
without its written consent. If the use or sale of any Subscriber Product
furnished under this Agreement is enjoined as a result of such suit,
Motorola at its option and at no expense to Clearwire, will: (1) obtain for
Clearwire the right to use or sell such Subscriber Products; (2) substitute
a functionally equivalent product with the same or similar features
reasonably acceptable to Clearwire and extend this indemnity to the
substitute products, or; (3) accept the return of the Subscriber Products
and reimburse Clearwire the purchase price therefore,
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less a reasonable charge for prior use, if any, of the Subscriber Products.
If the claim is alleged prior to completion of delivery of the Subscriber
Products, Motorola has the right to decline to make further shipments
without being in breach of contract.
This indemnity does not extend to any suit based upon any infringement or
alleged infringement arising from Subscriber Products furnished by Motorola
that are: (1) altered in any way by Clearwire or any third party if the
alleged infringement would not have occurred but for such alteration; (2)
combined with any other products or elements not furnished or approved in
writing by Motorola if the alleged infringement would not have occurred but
for such combination; or (3) claims arising out of Clearwire's unique
specifications or instructions, if the alleged infringement would not have
occurred but for such unique specifications or instructions.
The indemnity provided in this section is the sole, exclusive, and entire
liability of Motorola and the remedies provided in this section are
Clearwire's exclusive remedies against Motorola for patent, copyright
infringement or trade secret misappropriation, whether direct or
contributory and is provided in lieu of all warranties, express, implied or
statutory in regard to these potential liabilities, including the warranty
against infringement specified in the Uniform Commercial Code.
Should any intellectual property right obtained through the acquisition of
NextNet be subject to an infringement or other claim and, in order to
continue to supply Subscriber Products which contain those intellectual
property rights, Motorola settles the claim, or is subject to a judgment,
requiring the payment of any royalty, then Clearwire agrees Motorola may
add that royalty fee, on a pass-through basis, to the Exhibit A price of
the affected Subscriber Products.
10. Product Liability Indemnity. Excluding Expedience Subscriber Products that
have not been modified or enhanced by Motorola where the modification or
enhancement is the claimed material defect, Motorola agrees to indemnity
Clearwire against and to defend, at its expense, any suits against
Clearwire based upon a claim by a third party that a material defect in any
Subscriber Products furnished under this Agreement by Motorola caused death
or bodily injury to any person and to pay costs and damages finally awarded
based upon such claim in any such suit; provided that Motorola is: (1)
promptly notified by Clearwire in writing within [***] of the date on
which Clearwire first received notice of the claim; and (2) at Motorola's
request and expense is given sole control of the suit and all requested
assistance for defense of the claim. Motorola shall not be relieved of its
indemnification obligation as a result of delays in notifying Motorola of
the claim except to the extent the amount of the claim is increased as a
result of such delay. Motorola shall not be liable for any settlement made
without its written consent. This indemnity does not extend to any suit
based upon death or bodily injury arising from Subscriber Products
furnished by Motorola that are: (1) altered by Clearwire or any third party
without the permission of Motorola if the alleged death or bodily injury
would not have occurred but for such alteration; (2) combined with any
other products or elements not furnished or approved in writing by Motorola
if the alleged death or bodily injury would not have occurred but for such
combination; or (3) designed and/or manufactured in accordance with
Clearwire's unique specifications or instructions if the alleged death or
bodily injury would not have occurred but for such unique specifications or
instructions. The indemnity provided in this section is the sole,
exclusive, and entire liability of Motorola and the remedies provided in
this section are Clearwire's exclusive remedies against Motorola for claims
based on a material defect in the Subscriber Product.
11. Limitation of Liability. Motorola's total liability for any and all costs,
damages, claims (but excluding indemnifiable claims set forth in Sections 9
and 10, and breaches of confidentiality
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obligations) arising out of or in connection with this Agreement or
Subscriber Products supplied under this Agreement is limited to the
aggregate amount paid by Clearwire to Motorola hereunder in the prior [***]
provided, however, that during the first [***] of the term of this
Agreement, the cap on liability will be the greater of [***] or the
aggregate amount paid by Clearwire to Motorola hereunder in the prior [***]
Except for claims indemnified under Sections 9 and 10 and breaches of
confidentiality obligation; either party in no event will be liable,
whether in contract, tort, or otherwise, to the other for any incidental,
special, indirect, consequential or punitive damages, including loss of
use, loss of time, inconvenience, commercial loss, or lost profits,
savings, or revenues to the full extent such may be disclaimed by law.
12. Taxes. The prices listed in Exhibit A do not include any amount for
Federal, State and/or Local excise, sales, use, property, retailer's,
occupation or any other assessment in the nature of taxes however
designated, on the Subscriber Products or services provided under this
Agreement. If any such taxes (other than taxes measured by Motorola's net
income, or based on Motorola's gross receipts, or based on Motorola's
franchise) are determined to be applicable to this transaction, or to the
extent Motorola is required to pay or bear the burden of a tax, the tax
will be added to the prices set forth in Exhibit A and paid by Clearwire.
Personal property taxes assessable on the Subscriber Products will be the
responsibility of Clearwire. In the event Clearwire claims exemption from
sales, use or other such taxes under this Agreement, Clearwire will provide
Motorola with an exemption certificate or other evidence to establish
Clearwire's exempt status, and will hold Motorola harmless of any
subsequent assessments levied by a proper taxing authority for such taxes,
including interest, penalties, and late charges.
13. Technical Assistance. Motorola's warranty will not be enlarged, and no
obligation or liability will arise out of Motorola's rendering of technical
advice, facilities or service in connection with Clearwire's purchase of
the Subscriber Products.
14. Logos And Trademarks. In order that each party may protect its trademarks,
trade names, corporate slogans, corporate logo, product designations, and
the goodwill associated with the foregoing, neither party will have any
right to use the trademarks, trade names, corporate slogans, corporate logo
or product designations of the other party in the sale, lease, distribution
or advertising of any products of the other party or on any product
container, component part, business forms, sales, advertising and
promotional materials, as a part of an Internet domain name or on or in
connection with other business supplies or materials, whether in writing,
orally or otherwise, except with the express prior written consent of the
other party documented in a separate agreement.
15. Party Relationship. Each party is an independent contractor and not an
agent, joint venturer, or representative of the other, and neither party
may create any obligations or responsibilities on behalf of or in the name
of the other. Under no circumstances may either party hold itself out to be
a partner, employee, franchisee, representative, servant or agent of the
other party. Neither party will impose or create any obligation or
responsibility, express or implied, or make any promises, representations
or warranties on behalf of the other party, other than as expressly
provided herein.
16. Waiver. The failure of either party to insist in any one or more instances,
upon the performance of any of the terms or conditions or to exercise any
right contained in this Agreement will not be construed as a waiver or
relinquishment of the future performance of any terms or conditions or the
future exercise of such right, but the obligation of the other party with
respect to such future performance will continue in full force and effect.
[*** Confidential Treatment Requested]
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17. Term and Termination.
a. The initial term of this Agreement will be for a period of eight (8)
years following the Effective Date. Unless notice of termination is
given by either party at least 120 days prior to the scheduled
termination date, this Agreement will continue in effect beyond the
initial term, in successive one-year terms. Notwithstanding any number
of renewals, this Agreement is a fixed term agreement and not an
agreement of indefinite term. Nothing contained in this Agreement
creates any express or implied obligation on either party to renew or
extend this Agreement or to create any right to continue this
Agreement on the same terms and conditions.
b. Either party may terminate this Agreement without liability by written
notice to the other if the other makes a general assignment for the
benefit of creditors, or if a petition in bankruptcy or under any
insolvency law is filed by or against the other and such petition is
not dismissed within sixty (60) days after it has been filed or the
other commits a material breach of its obligations hereunder. However,
in the case of any such breach which is capable of being cured,
neither party will terminate this Agreement unless and until the other
will have failed to make good such default within ninety (90) days
after it will have been served with a written notice requiring that
such default be made good and stating its intention to terminate the
Agreement if compliance with the notice is not met; provided, however,
that Subscriber Product deficiencies described in Section 4.a.2 will
not give rise to the termination remedy in this Section 17b. The
termination of this Agreement will not affect or prejudice any
provisions of this Agreement, which are expressly or by implication
provided to continue in effect after such termination.
c. Upon termination of this Agreement as a result of a material, uncured
breach by Clearwire: (i) Motorola is relieved of any obligations to
make any additional shipments and may cancel all of Clearwire's
unshipped orders for Subscriber Products, regardless of previous
acceptance by Motorola of those orders, and Motorola has no obligation
or liability to Clearwire or any other parry in connection with such
cancellations; (ii) all outstanding invoices to Clearwire and other
amounts due to Motorola from Clearwire become immediately due and
payable, and each invoice not yet submitted to Clearwire for
Subscriber Products shipped prior to termination will be due and
payable immediately upon submission of the invoice to Clearwire; (iii)
Clearwire will immediately discontinue any use of all Motorola names
and trademarks in association with the Subscriber Products, as well as
any other combination of words, designs, trademarks or trade names
that would indicate that Clearwire is or was an authorized distributor
of the Subscriber Products; and (iv) within 30 days after termination,
Clearwire will deliver to a location Motorola will specify all
Motorola property, including all equipment, customer data, software
items, catalogs, drawings, designs, engineering photographs, samples,
literature, sales aids and any confidential business information and
trade secrets of Motorola in Clearwire's possession, along with all
copies of these items. Motorola's acceptance of any order by Clearwire
for Subscriber Products after the termination of this Agreement will
not be construed as a renewal or extension of this Agreement, nor as a
waiver of termination of this Agreement.
d. The terms, provisions, representations and warranties contained in
this Agreement that by their sense and context are intended to survive
the performance by either or both parties will so survive the
completion of performances and termination of this Agreement,
including the making of any and all payments due under this Agreement.
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e. On or after January 1, 2009, Motorola may terminate this Agreement
upon one year's prior written notice to Clearwire with continued
supply of Subscriber Products to Clearwire for a two year period
commencing on the termination notice date under the terms of this
Agreement.
f. Motorola will place the source code for current versions of the
Expedience Subscriber Product software owned by Motorola, as well as a
copy of the software itself, in escrow, at Clearwire's cost, under
terms and conditions that are mutually agreeable to the Parties. The
parties agree to promptly enter into good faith, commercially
reasonable negotiations in an effort to conclude a software escrow
agreement within forty-five (45) days after the Effective Date.
18. U.S. Government Sales. In the event that Clearwire elects to sell
Subscriber Products to a governmental entity, Clearwire does so solely at
its own option and risk, because, except as Motorola expressly accepts
specific terms in writing, Motorola makes no representations with respect
to the ability of its goods, services or prices to satisfy any statutes,
regulations, or provisions relating to such governmental sales.
19. Confidentiality. During the entire term of this Agreement, Section I of the
Side Agreement between Clearwire and Motorola, dated June 28, 2006, applies
to define Confidential Information, each party's use of the other's
Confidential Information, and dissemination of information about this
Agreement to third parties in any form.
20. Compliance with Laws. Clearwire and Motorola will comply with all laws and
regulations in connection with their performance of their obligations under
this Agreement, including those dealing with the sale and distribution of
the Subscriber Products purchased under this Agreement Clearwire and
Motorola will comply with all United States laws and regulations regarding
export licenses, or the control or regulation of export or re-export of
Subscriber Products or technical data sold or supplied to Clearwire.
Without limiting the generality of this provision, Clearwire will not sell
any Subscriber Products covered by this Agreement to any party if the sale
would constitute a violation of any law or regulation of the United States.
21. Dispute Resolution: Injunctive Relief. Any claims or disputes between the
parties will be submitted to non-binding mediation prior to initiation of
any formal legal process provided, however, that this provision does not
preclude either party from resorting to judicial proceedings if: (i) good
faith efforts to resolve the dispute under mediation are unsuccessful; or
(ii) the claim or dispute relates to intellectual property rights; or (iii)
a party seeks injunctive relief, such as a temporary restraining order.
Each party agrees that the other party shall be entitled to seek injunctive
relief to prevent breaches of the provisions of Section 19 hereof and to
specifically enforce the provisions of Section 19 hereof in addition to any
other remedy to which such party may be entitled at law or in equity.
22. Notices. All notices required under this Agreement (other than purchase
orders, invoices and notices under Paragraphs 2 or 3) will be sent by
overnight courier or registered or certified mail to the appropriate party
at its address stated on the first page of this Agreement (or to a new
address if the other has been properly notified of the change). If to
Motorola, the notice must be addressed to General Manager, WLBB Products
Group. A notice will not be effective until the party to which it is sent
actually receives it.
23. General. Except as otherwise expressly permitted, no alterations or
modifications of this Agreement will be binding upon either Clearwire or
Motorola unless made in writing and signed
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by an authorized representative of each party. If any term or condition of this
Agreement is to any extent be held by a court or other tribunal to be invalid,
void or unenforceable, then that term or condition will be inoperative and void,
but the remaining rights and obligations of the parties will be construed and
enforced as if this Agreement did not contain the particular term or condition
held to be invalid, void or unenforceable. This Agreement will accrue to the
benefit of and be binding upon the parties hereto and any successor entity into
which either party will have been merged or consolidated or to which either
party will have sold or transferred all or substantially all its assets, but it
will not be otherwise assigned by either party without the prior written consent
of the other party. It is the intention of the parties that the exclusive and
preferred supplier commitments survive any change of control of Clearwire. The
parties agree that any consent to a requested assignment will not be
unreasonably withheld or delayed. This Agreement will be governed by the laws of
the State of New York, without regard to conflict of law rules of New York.
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EXHIBIT C
AFTER MARKET PRODUCT SUPPORT
EXAMPLE OF RMA PROCESS
PRODUCTS WARRANTY REPAIR/RETURN PROCEDURE
CANOPY RETURN MATERIAL AUTHORIZATION REQUEST
(TO BE COMPLETED BY CANOPY WARRANTY ADMINISTRATOR)
RMA NUMBER: ___________________________
DATE OF APPROVAL: _____________________
DISTRIBUTOR: __________________________
CONTACT NAME: _________________________
ADDRESS: ______________________________
CITY, STATE, ZIP: _____________________
PHONE: ________________________________
EMAIL ADDRESS: ________________________
SHIP TO: Motorola Canopy
1299 E. Algonquin Road
Schaumburg, IL 60196
ATTN: CANOPY WARRANTY
RESELLER: _____________________________
CONTACT NAME: _________________________
ADDRESS: ______________________________
CITY, STATE, ZIP: _____________________
PHONE: ________________________________
EMAIL ADDRESS: ________________________
NOTE: ALL FIELDS OF THIS FORM ARE MANDATORY UNLESS OTHERWISE NOTED.
MISSING INFORMATION COULD RESULT IN DELAYED PROCESSING OR DENIAL OF
CLAIM.
END OPERATOR: _________________________
CONTACT NAME: _________________________
ADDRESS: ______________________________
CITY, STATE, ZIP: _____________________
PHONE: ________________________________
EMAIL ADDRESS: ________________________
[Enlarge/Download Table]
ISSUE 1NSR ESN MSN REPLACEMENT MSN
ITEM NO. CODE V/OOB ISSUE DESCRIPTION MODEL 0A-00-3E-XX-XX-XX 606XXXYYYY 606XXXYYYY
-------- ----- ----- ------------------- -------- ----------------- ---------- ---------------
1 F1 OOB THIS IS THE PROBLEM 5700BH20 OA-00-3E-00-45-84 606CDF4562 606CDR2589
DESCRIPTION BOX.
2
3
4
5
6
7
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[Download Table]
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
THE FOLLOWING IS AN EXPLANATION OF THE FIELDS ON THE CANOPY RETURN MATERIAL
AUTHORIZATION (RMA ) REQUEST FORM. IF REQUESTING AN RMA FOR MORE THAN 30 UNITS,
REPLICATE THE ARMA REQUEST FORM SHEET
[Download Table]
SHIP MOTOROLA CANOPY
AUTHORIZED 1299 E. ALGONQUIN ROAD
RMA SCHAUMBURG, IL 60196
EQUIPMENT TO: ATTN: CANOPY WARRANTY DEPARTMENT
WHEN COMPLETE WARRANTY@CANOPYWIRELESS.COM
FORWARD TO:
DEFINITIONS:
DISTRIBUTOR THESE FIELDS ARE FOR THE MOTOROLA CANOPY DISTRIBUTOR'S CONTACT
INFORMATION INCLUDING, CONTACT PERSON, EMAIL ADDRESS, SHIPPING
ADDRESS, AND PHONE NUMBER.
RESELLER THESE FIELDS ARE FOR THE RESELLER'S CONTACT INFORMATION
INCLUDING, CONTACT PERSON, EMAIL ADDRESS, SHIPPING ADDRESS, AND
PHONE NUMBER. NORMALLY THIS WOULD BE THE ACS OR ACR THOUGH IN
SOME CASE IT MAY BE THE DISTRIBUTOR. IF THE DISTRIBUTOR IS ALSO
THE RESELLER, THEN THE NAME SHOULD BE FILLED IN BUT OTHER
INFORMATION MAY BE LEFT BLANK.
END OPERATOR THESE FIELDS ARE FOR THE END OPERATOR'S CONTACT INFORMATION
INCLUDING, CONTACT PERSON, EMAIL ADDRESS, SHIPPING ADDRESS, AND
PHONE NUMBER. THE END OPERATOR IS THE ENTITY THAT BOUGHT THE
EQUIPMENT AND ON WHOSE BEHALF THIS RMA IS BEING PROCESSED.
CANOPY USES THIS INFORMATION FOR TRACKING AND MAY CONTACT THE
OPERATOR TO GAIN ADDITIONAL INFORMATION ON THE ISSUE SEEN.
CANOPY WILL NOT CONTACT THE OPERATOR TO DISPUTE OR REVOKE AN
AUTHORIZED RMA. IN THE EVENT THAT THIS FIELD IS LEFT BLANK AND
CANOPY NEEDS TO CONTACT THE OPERATOR WHO OBSERVED THE ISSUE,
CANOPY WILL CONTACT THE DISTRIBUTOR TO REQUEST THE CONTACT
INFORMATION DIRECTLY FOR THE PARTICULAR DEVICE.
RMA NUMBER ASSIGNED BY THE CANOPY WARRANTY ADMINISTRATOR. UNIQUE ID NUMBER
FOR THE RMA REQUEST.
DATE OF THIS IS THE DATE THE RMA REQUEST WAS APPROVED.
APPROVAL
ITEM NUMBER A UNIQUE DESIGNATOR FOR EACH UNIT INCLUDED IN THIS RMA REQUEST
IF MORE THAN 30 UNITS ARE INCLUDED IN THIS RMA REQUEST THEN THE
ARMA REQUEST FORM @ SHEET SHOULD BE REPLICATED.
ISSUE CODE IDENTIFIER FOR THE TYPE OF ISSUE THAT THE END OPERATOR IS
CLAIMING FOR THE UNIT POSSIBLE CHOICES FOR
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[Download Table]
ISSUE CODE:
F1 MODULE DOES NOT POWER ON
F2 MODULE DOES NOT ESTABLISH INTERNET
CONNECTION
F3 MODULE DOES NOT ESTABLISH AN RF LINK
F4 MODULE CANNOT BE UPGRADED
F5 CLUSTER MANAGEMENT MODULE IS
MALFUNCTIONING
F6 SURGE SUPPRESSOR IS MALFUNCTIONING
F7 REFLECTOR KIT IS MALFUNCTIONING
F8 110V POWER SUPPLY IS MALFUNCTIONING
F9 110V/220V SWITCHING POWER SUPPLY IS
MALFUNCTIONING
F10 CAT 5 CABLE TESTER IS MALFUNCTIONING
F11 OTHER
INSRV/OOB THIS INDICATES WHETHER THE ISSUE THAT WAS SEEN WAS ON A NEW UNIT
STRAIGHT OUT-OF-BOX (OOB) OR AFTER THE UNIT WAS IN-SERVICE
(INSR) FOR SOME TIME. TO CLASSIFY A UNIT AS OUT-OF BOX THE ISSUE
MUST BE SEEN WITHIN TWO WEEKS OF THE OPERATOR=S ORIGINAL
PURCHASE DATE.
OUT-OF-BOX RMAS WILL BE REPLACED WITH NEW EQUIPMENT. IN-SERVICE
RMAS WILL BE REPLACED WITH REFURBISHED EQUIPMENT. FOR THIS
REASON, OUT-OF-BOX CLAIMS REQUIRE A COPY OF THE OPERATORS
PURCHASE ORDER, PURCHASE RECEIPT, OR A REFERENCE TO AN ALREADY
FILED CANOPY POS REPORT POSSIBLE CHOICES FOR INSRV/OOB:
INSRV IN-SERVICE
OOB OUT-OF-BOX
ISSUE DESCRIBE THE ISSUE AS SEEN WITH THIS UNIT AND ANY OTHER
DESCRIPTION INFORMATION THAT WILL CANOPY TO UNDERSTAND WHAT IS AT FAULT WITH
THE PRODUCT
MODEL CANOPY MODEL NUMBER OF THE UNIT. THE MODEL NUMBER IS LOCATED ON A
STICKER ON THE BACKSIDE OF THE RADIO MODULES PRECEDED WITH A
APN.@ POSSIBLE CHOICES FOR MODEL:
5200SM 5.2 GHZ SUBSCRIBER MODULE
5200AP 5.2 GHZ ACCESS POINT
5200BH 5.2 GHZ BACKHAUL
5700SM 5.7 GHZ SUBSCRIBER MODULE
5700SMRF 5.7 GHZ SUBSCRIBER MODULE W/REFLECTOR
5700AP 5.7 GHZ ACCESS POINT
5700BH 5.7 GHZ 10 MBPS BACKHAUL
5700BHRF 5.7 GHZ 10 MBPS BACKHAUL KIT WITH REFLECTOR
5700BHRF20 5.7 GHZ 20 MBPS BACKHAUL KIT WITH REFLECTOR
1008CK-2 CLUSTER MANAGEMENT MODULE
300SS SURGE SUPPRESSOR
27RD REFLECTOR HARDWARE KIT
SMMB1 UNIVERSAL MOUNTING BRACKET
ACPS110-03 110 VAC SINGLE XCVR POWER SUPPLYBU.S. & CANADA
ACPSSW-02 90-230VAC / 50-60HZ POWER SUPPLY-INCLUDES
EUROPLUG (CEE 7/16) ADAPTOR
CTCAT5-01 CATEGORY 5 CABLE TESTER (ONLY FOR US SHIPMENT)
ESN ELECTRONIC SERIAL NUMBER. THE ESN OF THE MODULE IS THE SAME AS
THE MAC ADDRESS OF THE MODULE THE ESN TAKES THE FORM
0A-00-3E~XX-XX-XX, WHERE AXX-XX-XX@ IS SOME ALPHA-NUMERIC
CHARACTERS THE ESN IS LOCATED ON A STICKER ON THE PLASTIC
HOUSING THAT CAN BE VIEWED WHEN THE BASE CAP IS REMOVED. NOTE:
IF THE ESN IS PROVIDED BUT THE MSN IS NOT, THEN CANOPY WILL NEED
TO BE CONTACTS TO VERIFY WARRANTY STATUS.
MSN MECHANICAL SERIAL NUMBER. THE MSN TAKES THE FOR 606XXXYYYY,
WHERE AXXX@ IS THREE ALPHA CHARACTERS AND AYYYY@ IS FOUR NUMERIC
CHARACTERS. WARRANTY STATUS CAN BE DETERMINED FROM THESE
ALPHA-NUMERIC CHARACTERS.
REPLACEMENT THE MSN OF THE DEVICE THAT IS USED FOR THE REPLACEMENT.
MSN
C-3
Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘S-1/A’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 1/1/09 | | 36 | | | | | None on these Dates |
| Filed on: | | 1/8/07 |
| | 8/29/06 | | 1 |
| | 6/28/06 | | 36 |
| List all Filings |
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Filing Submission 0000891020-07-000003 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
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