<PAGE> 1
Confidential: Use or disclosure of this document is subject to the
restriction on the Confidentiality Statement.
IDEN(R) INFRASTRUCTURE EQUIPMENT SUPPLY AGREEMENT
This Agreement ("Agreement" or "Equipment Agreement") is between Motorola, Inc.,
a Delaware corporation, by and through its Network Solutions Sector, Customer
Solutions Group with offices at 1301 East Algonquin Road, Schaumburg, Illinois
60196 ("Motorola", which term shall also mean, where the context requires,
Motorola subsidiaries or subcontractors involved in providing services or
materials for this Agreement) and Nextel International, Inc. a company with
offices at 2001 Edmund Halley Drive Reston Virginia 20191 "Nextel International"
and [See schedule Item 1 ], a company with offices at [See schedule Item 2 ]
("Customer").
RECITALS:
Customer or its Affiliates have certain rights to use certain electromagnetic
radio frequencies licensed by the "Spectrum Regulatory Agency" and employs or
intends to employ such frequencies to operate iDEN Systems in the "Area" defined
below in Section 1.
Customer shall purchase and Motorola shall sell iDEN Systems pursuant to the
terms and conditions of this Agreement.
The Exhibits to this Agreement are incorporated by reference into the Agreement.
Motorola and Customer previously entered into a subscriber agreement, as
subsequently amended, for the sale by Motorola and purchase by Customer of
Subscriber equipment for use on the Systems (the "Subscriber Agreement").
AGREEMENT:
Now therefore, in consideration of the mutual obligations herein contained, the
parties agree as follows:
1.0 DEFINITIONS
Capitalized terms used in this Agreement and the Exhibits shall have the
following meanings:
ACCEPTANCE TEST PLAN
The Acceptance Test Plan (ATP) is the plan in a Project Agreement or
Motorola Quotation for testing a new System or System Expansion. The ATP
consists of specific
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(R)Registered U.S Patent & Trademark Office.
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Motorola/Nextel International/[See schedule Item 3 ] 1 Equipment Purchase Agreement
</TABLE>
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
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Confidential: Use or disclosure of this document is subject to the
restriction on the Confidentiality Statement.
tests mutually agreed upon and selected from the Generic Acceptance Test
Plan (GATP) provided in Exhibit "C."
AFFILIATE
All wholly owned and majority owned and controlled affiliates of
Customer that operate solely in a country where the Customer operates.
AREA
The geographic area of any of the metropolitan market areas throughout
[See schedule Item 3 ].
CHANGE ORDER
Any change agreed to in writing, by Customer and Motorola, that modifies
the type or quantity of Services set forth in a "Purchase Order" or
"Project Agreement", which terms are defined in Section 2.4.
COMMERCIAL SERVICE
The point at which Customer has the beneficial use of the System or any
when portion thereof is functional and operative. Beneficial use shall
be defined as when the System has one or more Subscribers, other than
Subscribers specifically connected as part of a test program.
CONDITIONAL ACCEPTANCE AND FINAL ACCEPTANCE
Conditional Acceptance of a System shall occur as follows:
With respect to new Systems, Conditional Acceptance shall occur at the
first of the following: (1) commencement of Commercial Service of the
product purchased, or (2) satisfactory completion of the ATP, which
satisfactory completion shall be evidenced by a notice signed by a
Customer and which notice shall not be unreasonably withheld. Final
Acceptance shall occur and be evidenced by a notice signed by Customer
when Conditional Acceptance and substantially all Punchlist items have
been resolved.
With respect to Expansion Product, in the event Customer purchases
Installation and Integration Services, including an ATP, from a Motorola
in-country subsidiary prior to the date of shipment, Conditional and
Final Acceptance shall occur in the same manner as
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* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 3
Confidential: Use or disclosure of this document is subject to the
restriction on the Confidentiality Statement.
provided in the "Conditional Acceptance and Final Acceptance" definition
above with respect to the System.
For Expansion Product, Equipment or Software purchased without
Installation and Integration Services from a Motorola in-country
subsidiary, the Conditional Acceptance and Final Acceptance provisions
in this Section will not apply and such Expansion Product, Equipment or
Software will be invoiced for [*] of its invoiced value upon shipment.
Motorola will warrant the functional operation of Equipment and Software
purchased without Motorola in-country subsidiary installation and
integration assistance per Section 8.7 so long as such Equipment and
Software is installed by the Customer in accordance with Motorola
hardware configuration and datafill guidelines.
CONFIDENTIAL INFORMATION
Software, Documentation, Interfaces, and Specifications and information
transferred pursuant to this Agreement which may include, without
implied limitation, formulas, processes, designs, photographs, plans,
samples, equipment, equipment performance reports, Subscriber lists,
pricing information, studies, findings, inventions, ideas, drawings,
schematics, sketches, specifications, parts lists, technical data,
databases, software in any form, flow charts, algorithms and other
business and technical information. The parties shall use reasonable
effort to mark all confidential information as confidential or
proprietary. Excluded from Confidential Information is that which (i)
the recipient had in its possession without confidential limitation
prior to disclosure, (ii) which is independently developed by the
recipient, (iii) which is known or becomes known to the general public
without breach of this Agreement, or (iv) which is received rightfully
and without confidential limitation by the recipient from a third party.
Confidential Information shall be subject to the requirements of Section
12 of this Agreement.
DOCUMENTATION
The documentation described in Exhibit "H".
EQUIPMENT
Goods, hardware, and products (other than Software) contained in the
Price Book or in a Project Agreement or Motorola Quotation which are
supplied by or through Motorola to be used in conjunction with and as
part of an iDEN System.
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Motorola/Nextel International/[See schedule Item 3 ] 3 Equipment Purchase Agreement
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* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 4
Confidential: Use or disclosure of this document is subject to the
restriction on the Confidentiality Statement.
EXPANSION PRODUCT
All Fixed Network Equipment, Software, and other products and services
purchased from Motorola to add to or expand a System.
FCA
When used herein shall be as defined in Incoterms 1990. Motorola shall
deliver to Customer's carrier at a manufacturing site or Motorola
facility.
FIXED NETWORK EQUIPMENT - FNE
"FNE" shall mean Motorola supplied Equipment integral to the iDEN
System, including the following major components: [*] Equipment which is
not integral to the Sites, such as antennas, transmission line, and
combining equipment (currently not supplied by Motorola), is excluded
from FNE, as are Subscriber Units.
iDEN
iDEN is the trademark for Motorola's advanced integrated digital
enhanced network containing the radio-telephone and dispatch
communications system that is described in Exhibit "B".
IMPLEMENTATION SCHEDULE
The schedule set forth in the Project Agreement or Motorola Quotation
for the System or System Expansion.
INITIAL PROGRAM LOAD (IPL)
The Initial Program Load (IPL) Software is delivered with the System or
System Expansion, shall be the most current version of iDEN Software
that is in general release and includes the most current Software
necessary to support all major subsystems or components of the iDEN
System as identified in the Price Book, Project Agreement or Motorola
Quotation. A license fee for the System IPL is identified in the Price
Book. Exhibit "N" hereto sets forth alternate IPL license fees that may
be elected by Customer, in whole but not in part, if Customer meets the
qualifications set forth therein.
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Motorola/Nextel International/[See schedule Item 3 ] 4 Equipment Purchase Agreement
</TABLE>
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 5
Confidential: Use or disclosure of this document is subject to the
restriction on the Confidentiality Statement.
INTERCONNECT CARRIER
Any local exchange carrier, inter-exchange carrier, or reseller of local
or inter-exchange service that is connected to a System.
INTERCONNECT FACILITIES
The medium connecting the iDEN Network Interconnect Switch to the public
switched telephone network or inter-exchange carrier network of any
Interconnect Carrier including termination facilities such as protected
termination blocks, end office termination repeaters and Channel Service
Units to permit direct connection to the System.
NII AFFILIATES
The term "NII Affiliates" shall mean collectively the following Nextel
International majority-owned subsidiaries: (1) Nextel Argentina S.R.L.,
(2) Nextel Telecomunicacoes Ltda., (3) Nextel de Mexico, S.A. de C.V.,
(4) Nextel del Peru S.A., (5) NEXTEL Communications Philippines, Inc.,
(6) the Nextel International Chile affiliate, and (7) the Nextel
International Uraguay affiliate.
PRICE BOOK
Motorola's iDEN(R) Infrastructure Price Book, which is kept by Motorola
on the iDEN web site for use in the United States and worldwide, as
appropriate, and updated periodically by Motorola.
PUNCHLIST
The list, prepared during the ATP and the [*] subsequent to the date of
Conditional Acceptance and finalized no later than [*] subsequent to the
date of Conditional Acceptance, which sets forth those items, if any,
identified by Customer in good faith and agreed to by Motorola (which
agreement Motorola shall not unreasonably withhold or delay) where the
System or System Expansion or Expansion Product fails to comply with the
applicable specifications and performance standards set forth in Exhibit
"B" and the ATP.
RF
Radio Frequency.
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Motorola/Nextel International/[See schedule Item 3 ] 5 Equipment Purchase Agreement
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* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 6
Confidential: Use or disclosure of this document is subject to the
restriction on the Confidentiality Statement.
SERVICES
Services shall be as defined in the Price Book or Motorola Quotation.
SITE
Each of the physical locations comprising the System, which contains
FNE, including the geographic location that houses the iDEN mobile
switching office equipment.
SMP
The Software Maintenance Program defined in Exhibit "E".
SUBSCRIBER
A person who uses the System entitling the System operator to revenue.
SOFTWARE
The object-code or, in limited cases, source code computer programs
furnished by Motorola to Customer for use solely in conjunction with the
specific FNE identified in the Price Book, Project Agreement or Motorola
Quotation and licensed under the terms and conditions of the Software
License in Exhibit "F".
SPECTRUM REGULATORY AGENCY
"Spectrum Regulatory Agency" shall mean the agency of the Government of
any country in the Area which is responsible for radio communications
administration and regulation.
SUBSCRIBER UNIT
Any manufactured and assembled, mobile or portable, iDEN
telecommunications unit intended for use by any Subscriber.
SYSTEM
A "System" shall be defined as a specified grouping of Equipment,
Software and related Services for an MSO, RSO, or CSO supplied by or
through Motorola for the construction of a digital mobile network to
provide mobile integrated services for a geographic area utilizing the
basic iDEN technology platform.
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Motorola/Nextel International/[See schedule Item 3 ] 6 Equipment Purchase Agreement
</TABLE>
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 7
Confidential: Use or disclosure of this document is subject to the
restriction on the Confidentiality Statement.
SYSTEM EXPANSION
A "System Expansion" shall be defined as a specified grouping of
Equipment, Software and related Services for modification of an MSO,
RSO, or CSO utilizing the basic iDEN technology platform, and supplied
by or through Motorola as a single order or a group of related orders
which are received by Motorola within thirty (30) days from the date on
which Motorola received the first of such related orders, unless
otherwise agreed to, having an aggregate minimum purchase price of [*].
The specific grouping shall be ordered for the modification of the
existing design, or to increase the capabilities or capacities of
Customer's existing iDEN System.
SYSTEM INTEGRATION
"System Integration" shall be as defined in Section 2.2.2(a).
TECHNICAL DEFINITIONS
The definitions set forth in Exhibit "B" shall have the same meaning
herein.
2.0 SCOPE OF AGREEMENT: IMPLEMENTATION
2.1 Customer agrees to purchase/license from Motorola and Motorola
agrees to sell/license iDEN Systems, System Expansions,
Equipment, Software, and Services at prices set forth in the
Price Book or applicable Motorola Quotation. The Price Book may
be updated by Motorola periodically, provided that no change
shall contradict agreements made herein. The prices for goods and
services set forth in the Price Book are set forth in United
States dollars unless specifically noted to the contrary. All
Software shall be licensed per the terms and conditions set forth
in Exhibit "F". All installation and integration of such iDEN
Systems, System Expansions, Equipment, and Software performed in
[See schedule Item 3 ] and the performance of all other services
performed in [See schedule Item 3 ] shall be by a Motorola
in-country subsidiary at Customer's sole expense. Notwithstanding
any other provisions of this Agreement to the contrary, all such
services performed in [See schedule Item 3 ] shall be performed
by such Motorola in-country subsidiary at Customer's sole
expense.
2.2 System Strategy
2.2.1 System Integration: Motorola and Customer agree that
during the term of this Agreement Motorola will continue
to be the only System integrator for Customer's iDEN
Systems. "iDEN System Integration" shall include but
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Motorola/Nextel International/[See schedule Item 3 ] 7 Equipment Purchase Agreement
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Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 8
Confidential: Use or disclosure of this document is subject to the
restriction on the Confidentiality Statement.
not be limited to System architectural design, FNE
Testing, iDEN standards, etc. All major iDEN switching
components that comprise the FNE will be procured through
Motorola. The parties agree to continue to work jointly to
enhance the iDEN technology by:
a) Consulting at [*] and
b) Following the Technical Requirement Document ("TRD")
process to define new features; and
c) [*]
d) Pursuing an action plan to attain [*] via changes in
System design, System architecture, operational
procedures, and other vendors actions; and
e) Working to strengthen public awareness of the iDEN
brand.
2.2.2 Vendor Substitution: While the parties will continually
search the market for new vendors that can enhance overall
iDEN performance, changes in hardware and/or software
vendors [*]. If a change in hardware and/or software
vendor(s) is at the request of the Customer, then the
Customer will be responsible for the extra cost of
supporting multiple vendor(s), retrofit of existing
Systems, and development costs associated with the
introduction of an Alternative iDEN Infrastructure
Manufacturer.
2.3 Motorola and Customer shall each appoint a Program Manager for
each project. Each such Project Program Manager shall have the
responsibility to make good faith efforts to resolve problems and
disputes prior to initiating the dispute resolution procedures
set forth in Section 30. Other responsibilities are as follows:
2.3.1 The responsibilities of the Motorola Program Manager shall
include:
a. Serve as the primary Customer contact for the project.
b. Serve as the focal point for all Motorola internal
plant and field issues.
c. [Intentionally Omitted]
d. Clarify the final definition of all Customer and
project requirements.
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Motorola/Nextel International/[See schedule Item 3 ] 8 Equipment Purchase Agreement
</TABLE>
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Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 9
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restriction on the Confidentiality Statement.
e. Establish a detailed project schedule and oversee
accomplishment of project milestones.
f. Establish the project team structure and staffing.
g. Establish and maintain project reporting and
measurement procedures.
h. Meet regularly with Customer's Program Manager to
review progress and project issues.
i. Facilitate within Motorola Customer's order placement
and order acceptance procedures.
2.3.2 The responsibilities of the Customer Program Manager shall
include:
a. Serve as primary Motorola contact for the project.
b. Serve as the focal point for all Customer internal and
field issues.
c. Schedule and oversee accomplishment of project
milestones.
d. Review and approve accomplishment of project
milestones.
e. Disseminate project reports and measurement procedures
within Customer's organization.
f. Approve all modifications to specifications.
g. Approve and acquire all Sites, notify the Motorola
Program Manager of Site availability, and coordinate
Motorola's access to the Sites.
h. Meet regularly with the Motorola Program Manager to
review progress and project issues.
2.4 Customer shall order Equipment, Software, Services, and System or
Expansion Product on "Purchase Order(s)", defined below in
Section 2.4.1, provided however, that any such documents
incorporate this Agreement by reference and state that this
Agreement supersedes all terms and conditions of such document.
Purchase Orders shall identify quantities of goods and/or
services ordered and shall include shipping dates and/or shipping
locations. All prices shall be as set forth in the then current
Price Book or as specifically provided by Motorola in a
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Motorola/Nextel International/[See schedule Item 3 ] 9 Equipment Purchase Agreement
</TABLE>
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 10
Confidential: Use or disclosure of this document is subject to the
restriction on the Confidentiality Statement.
referenced "Motorola Quotation", defined below in Section 2.4.1.
For these purposes, the following statement on a Purchase Order
document shall suffice as such incorporation by reference and
supersession:
"All terms and conditions of the Nextel International,
Inc./ [See schedule Item 1 ]/ Motorola, Inc. iDEN(R)
Infrastructure Equipment Supply Agreement, dated as of
June 30, 2000, as amended, shall apply to this purchase
order and shall supersede and replace any preprinted or
other terms and conditions contained herein."
Standard Equipment order lead times and installation period shall
be as set forth in the Price Book, as modified by Motorola from
time to time. If a Purchase Order makes reference to a valid
Motorola Quotation, such Motorola Quotation shall become
incorporated into such Purchase Order when the latter becomes
effective. At Customer's request, Motorola shall use commercially
reasonable efforts to reduce lead times. If shortening any such
lead time requires an extra fee, Motorola shall provide Customer
such option.
2.4.1 Additional Definitions:
(a)Authorized Signatory. For the purposes of Section 2.4, an
"Authorized Signatory" is a person authorized by Customer or
by Motorola to execute or acknowledge Purchase Orders, Project
Agreements, Motorola Quotations, or amendments thereto. Each
party shall provide the other written notice of its respective
Authorized Signatories and changes to same.
(b)Purchase Orders. A "Purchase Order" is a purchase order on a
form provided either by Customer or by Motorola, provided that
such form contains the preceding requirements for
incorporation by reference and supersession. A Purchase Order
may be either associated with a "Project Agreement", defined
below, or not so associated. A non-associated Purchase Order
will be billed [*] upon shipment, with payment due within [*]
of such invoice. A Purchase Order in proper form and executed
by Customer becomes effective upon acceptance by Motorola
pursuant to Motorola's order acknowledgment procedures or
other notification. For all Customer purchases, Motorola shall
provide acknowledgment to both Customer and Nextel
International. If Customer subsequently requests a change to
the scope of work required pursuant to a Purchase Order,
Motorola may propose additional charges and address schedule
impact for such changed scope of work. All Purchase Orders or
Change Orders shall be signed by an Authorized Signatory of
Customer.
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* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 11
Confidential: Use or disclosure of this document is subject to the
restriction on the Confidentiality Statement.
(c)Project Agreements. "Project Agreements" are defined in
Exhibit "A". Project Agreements shall identify all Purchase
Orders related to the Project Agreement. The Project Agreement
is not intended as a reconciliation document, nor is a Project
Agreement intended for the purchase of Equipment, Software,
and/or Services. If Customer requests changes to the scope of
the work required for an executed Project Agreement, Motorola
may propose additional charges and/or schedule revisions for
such changed scope of work.
(d)Motorola Quotations. "Motorola Quotations" are quotations
provided by Motorola to Customer for Equipment, Software,
and/or Services that are not in the Price Book or require
customization or deviate in any way from standard product or
service offering detailed in the Price Book. Such quotations
may include related terms and conditions, including pricing.
All Motorola Quotations are subject to this Agreement, and any
terms and conditions in a Motorola Quotations inconsistent
with those in this Agreement are governed by those in this
Agreement. If after Motorola's acknowledgment, Customer makes
changes to the scope of the work required for the Motorola
Quotation, Motorola may propose additional charges and/or
schedule revisions. If requested by Customer, Motorola shall
use commercially reasonable efforts to seek reduction of lead
time on third party product impacting Customer's schedule.
2.4.2 Order Process
Purchase Orders for Price Book items may be completed by Customer
without the need for input from Motorola. Receipt of Purchase
Orders will be acknowledged by Motorola. Non-Price Book items
require a Motorola Quotation.
Project Agreements are created by Motorola using the form set out
in Appendix I to Exhibit "A" hereto and sent to Customer for
approval. Customer shall review all documents and indicate its
acceptance by signing and returning an executed copy to Motorola
or shall work with Motorola to achieve mutually acceptable
revisions to the proposed Project Agreement, after which both
Customer and Motorola shall execute such revised Project
Agreement.
2.4.3 Changes in Purchase Orders and Project Agreements
(a)Purchase Order Modification. Any modification after such
Purchase Order has been accepted by Motorola other than
cancellation shall be made only by written mutual agreement
accompanied by a revised or replacement Purchase
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Motorola/Nextel International/[See schedule Item 3 ] 11 Equipment Purchase Agreement
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Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
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Order executed by an Authorized Signatory of Customer, except
for the type of changes set forth below ("Purchase Order
Adjustments"):
(i) Changes to Customer requested ship dates, not to
exceed [*] extension;
(ii) Changes to shipping locations to an alternate
authorized Customer location.
Purchase Order Adjustments may be made by the agreement of one
Authorized Signatory from Customer and one Authorized
Signatory from Motorola, provided that such agreement is
confirmed via contemporaneous faxed or emailed confirmations
exchanged between Customer and Motorola.
(b)Purchase Order Cancellation. Customer may cancel a Purchase
Order without charge up to [*] after the order, provided that
shipment has not occurred. Unless otherwise specified in a
proposal, reasonable and customary cancellation fees as set
forth in the Price Book shall apply.
(c)Project Agreement Modification and Cancellation. Any
modification or cancellation of a Project Agreement shall be
made only by written amendment executed by Authorized
Signatories from each party. After the execution of a Project
Agreement or amendment, any change or cancellation by Customer
to an associated Purchase Order requires execution by Customer
and Motorola of an amendment to such associated Project
Agreement. Should such Purchase Order change or cancellation
by Customer change the Project in such a way that the
remaining associated Purchase Orders no longer constitute a
System or System Expansion, as defined for the purposes of
Exhibit "A", then the payment terms for all such associated
Purchase Orders shall revert to [*] of the purchase price upon
shipment. Customer shall pay such invoices within [*] of
issuance.
3.0 OBLIGATIONS OF CUSTOMER
Customer shall:
3.1 Design the RF coverage plan and frequency plan for each Area
including but not limited to Site location, frequencies at each
Site, RF coverage from each Site, co-channel interference caused
from one Site to another Site, co-channel interference from
non-Customer sites.
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Motorola/Nextel International/[See schedule Item 3 ] 12 Equipment Purchase Agreement
</TABLE>
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
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3.2 Procure necessary Spectrum Regulatory Agency radio station
licenses together with such other authorizations as may be
required to construct and operate the System, including without
implied limitation, Site building permits, zoning variances, and
any other required approval or authorizations from appropriate
government and other authorities, including but not limited to
the Spectrum Regulatory Agency, and any required authorizations
from any local agencies. Assume the responsibility for
interfacing with appropriate carriers and other providers for the
provision of Interconnect Facilities, electrical power and
Customer-supplied equipment in accordance with the Implementation
Schedule.
3.3 Make all legal arrangements and pay all expenses that may be
required, to Site owners or to others, to construct and operate
each Site in accordance with the provisions of this Agreement.
3.4 Bear the costs of its own legal fees, as well as charges for Site
acquisition, Interconnect Facilities, telephone and utility
charges and other services and items being supplied by Customer
under this Agreement. Provide ingress and egress to Sites, as
requested by Motorola, and have Sites available for timely
installation of System Equipment.
3.5 Negotiate in good faith the Implementation Schedule and adhere to
the schedule for performance of the responsibilities set forth
therein.
3.6 Negotiate in good faith the Punchlist for the System or System
Expansion and Expansion Product prior to the expiration of the
[*] period following the date of Conditional Acceptance.
3.7 Not unreasonably withhold either Conditional or Final Acceptance
or any other approvals required under this Agreement.
3.8 Assume responsibility for diagnosis, analysis, isolation, and
remedy of problems in the Interconnect Facilities or at the
Interconnect Carrier side of the interface with the System.
3.9 Furnish necessary databases to Motorola in accordance with the
Implementation Schedule.
3.10 Make payments according to the schedule set forth in Section 6 of
this Agreement.
3.11 [Intentionally Omitted]
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Motorola/Nextel International/[See schedule Item 3 ] 13 Equipment Purchase Agreement
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Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
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3.12 Assume responsibility for lawful operation of the System.
3.13 Be responsible for the timely transportation of all Equipment
from the FCA shipment point to the sites. Be responsible for all
aspects of clearing the Equipment through customs.
3.14 Provide and assume all associated costs for warehousing, storage,
inventory, and staging of Equipment prior to transport to the
installation sites.
3.15 Use reasonable best endeavors to provide secure covered storage
areas at each Site and unrestricted access to Motorola and its
identified Contractors (those Motorola has notified Nextel will
be going on the sites) to each Site on a 24-hour basis.
3.16 Furnish and install suitable environmental control facilities in
each building.
3.17 Provide telephone company network configuration including dial
plan and design.
3.18 Within [*] after the execution date of any Project Agreement or
Motorola Quotation, or at such time as may be agreed by Customer
and Motorola, make available the technical details of any and all
Customer-supplied equipment to which the System must be
interfaced. Also provide technical liaison personnel on a
full-time basis with the knowledge of Customer-supplied
equipment.
3.19 Provide any outside cable support bridges required, coaxial, and
transmission line access ports into the buildings, inside conduit
or cable ducts, any necessary inside floor trenches and cable
raceways required for installation.
3.20 Provide insurance coverage for all Equipment from FCA point.
3.21 In response to Motorola's reasonable request, use reasonable best
efforts to provide Motorola with information as may be required
to enable Motorola to comply with all applicable laws and
regulations.
3.22 [Intentionally Omitted]
3.23 Provide capable technical personnel in order to be trained in the
operation and maintenance of the System and to interface with
Motorola with regard to operational and maintenance issues.
3.24 Perform all other obligations set forth in this Agreement and any
other agreement delivered in connection herewith.
3.25 Provide forecasts in good faith for Equipment and Services,
addressing 90-day, 180-day and annual requirements, provided that
such forecasts shall not constitute
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Motorola/Nextel International/[See schedule Item 3 ] 15 Equipment Purchase Agreement
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Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 15
Confidential: Use or disclosure of this document is subject to the
restriction on the Confidentiality Statement.
commitments to purchase Equipment and Services or to submit
orders for Equipment and Services. These forecasts may be revised
by the Customer at any time and for any reason.
3.26 Provide Motorola with reasonable notice of any anticipated delay
in Customer's performance hereunder.
4.0 OBLIGATIONS OF MOTOROLA
Motorola shall:
4.1 [Intentionally Omitted]
4.2 Negotiate in good faith Implementation Schedules and perform
according to such Schedules.
4.3 Negotiate in good faith the Punchlist for the System or System
Expansion and Expansion Product prior to the expiration of the
[*] period following the date of each respective Conditional
Acceptance.
4.4 [Intentionally Omitted]
4.5 Keep Customer advised of modifications required on a timely
basis.
4.6 Provide, at a reasonable cost to Customer, a retrofit package for
any change in standards subsequently put into effect by the
industry, the government, regulatory agencies, as well as those
promulgated by Motorola.
4.7 Continue to develop operability and reliability improvements to
iDEN technology over time to reduce the Customer's cost of
ownership on a per Subscriber basis and continue to develop and
implement new feature functionalities agreed to by the parties
throughout the term of the Agreement.
4.8 When requested to by Customer, review the frequency plan prepared
by Customer or Customer's consultant at no additional charge to
Customer. Because of differences in radio coverage and
interference models and the timeframe of implementation, this
review will not be a complete detailed alternate engineering of
the System design, but rather a review of selected design
elements in sample areas. It is understood that Motorola's
obligation is only to review the frequency plan as an
accommodation to Customer. Motorola shall not recalculate or
verify
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Motorola/Nextel International/[See schedule Item 3 ] 16 Equipment Purchase Agreement
</TABLE>
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 16
Confidential: Use or disclosure of this document is subject to the
restriction on the Confidentiality Statement.
the frequency plan preparer's work and shall have no
responsibility or liability whatsoever based on this review.
4.9 Not divert to another customer any Equipment scheduled for
delivery to Customer pursuant to an accepted Purchase Order,
Project Agreement or Motorola Quotation without Customer's
approval.
4.10 Make spares and replacement parts available for [*] from the date
of this Agreement. Motorola may substitute equivalent products
subject to Section 9.0. Spare and replacement parts prices shall
be at the then current Motorola prices.
4.11 [Intentionally Omitted]
4.12 Use commercially reasonable efforts to accept Customer's orders
and to make timely delivery on the System or System Expansion
according to the Schedule set forth in the Implementation
Schedule.
4.13 Use commercially reasonable efforts to remedy all Punchlist
items, defects and problems during the warranty and maintenance
periods.
4.14 In response to Customer's reasonable request, provide Customer
with information known to Motorola which may be required to
enable Customer to comply with all applicable laws and
regulations.
4.15 Use skilled personnel, competent to perform assigned tasks.
4.16 Perform all other obligations set forth in this Agreement and any
other agreement delivered in connection herewith.
4.17 Provide Customer with reasonable notice of any anticipated delay
in Motorola's performance hereunder.
4.18 Prior to shipment Motorola will obtain type approval for any
Equipment sold herein that requires type approval in the Area.
4.19 For any new product development Motorola shall propose special
terms and conditions associated with the purchase of such new
product for the parties' approval.
4.20 All equipment sold to Customer hereunder is new and Motorola will
provide any documents which may be reasonably requested by
Customer evidencing this fact.
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Motorola/Nextel International/[See schedule Item 3 ] 16 Equipment Purchase Agreement
</TABLE>
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 17
Confidential: Use or disclosure of this document is subject to the
restriction on the Confidentiality Statement.
4.21 At the time or times contemplated herein for the transfer of
title to any equipment included in the System, Motorola shall
convey to Customer all right in and good title to such equipment
by appropriate title documents. Title to Software shall not be
conveyed to Customer at any time.
5.0 SITE CONFIGURATIONS
This Agreement, and the prices provided in the Price Book, Project
Agreement and Motorola Quotation, are predicated on the use of certain
Site configurations provided by Customer. Customer is free to alter Site
configurations during the course of performance of this Agreement.
However, changes in site configurations may result in either increased
or decreased costs for BSC equipment, MPS equipment and other related
FNE.
6.0 PAYMENT AND PRICING
6.1 General Payment Terms
Customer shall pay to Motorola the price of subsystem Equipment
and Software components and related Services, as set forth in the
Price Book in effect at the time of such Equipment order or
applicable Motorola Quotation, and will use an appropriate
Company purchase order to order all Equipment, Software and/or
Services in United States dollars, according to the following
terms and payment schedules:
6.1.1 The Price Book contains standard lead times (which are
updated as market conditions change) and expedite fees
which are incorporated by reference herein. Motorola does
not warrant that lead times can be moved in. At times
Motorola can move in such lead times by paying Motorola's
suppliers expedite fees, paying for overtime or other
methods. If Motorola is requested to perform in such times
Customer shall pay the expedite fees set forth in the
Price Book. The lead times set forth in the Price Book
will be shown for both cases where the product is
forecasted and when it is not forecasted.
6.1.2 For all [*] and for all [*] purchased by Customer
hereunder, Motorola shall invoice [*] of the purchase
price upon shipment. Customer shall pay such invoices
within [*] of issuance.
For all [*] purchased by Customer hereunder other than [*]
Motorola shall invoice [*] of the purchase price upon
shipment, [*] of the purchase price
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Motorola/Nextel International/[See schedule Item 3 ] 17 Equipment Purchase Agreement
</TABLE>
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 18
Confidential: Use or disclosure of this document is subject to the
restriction on the Confidentiality Statement.
upon Conditional Acceptance and [*] upon Final Acceptance.
[*] Customer shall pay such invoices within [*] of
issuance.
Motorola shall from time to time set credit limits for
Customer. The credit limits shall be communicated from
Motorola's iDEN controller to Customer and Nextel
International. Motorola reserves the right to change these
amounts based upon a change in credit condition. Motorola
shall notify Customer and Nextel International in writing
of any credit limit change. Customer and Nextel
International warrant that they will provide and update
all the relevant financial information needed or requested
by Motorola to make these credit decisions.
If (a) any of the credit limits are exceeded by Customer
or (b) if account is delinquent for Customer or any other
NII Affiliate doing business with Motorola, then Motorola
may require (after written notice and three (3) business
day to cure) the Additional Assurance procedures set forth
in Section 6.9 before any subsequent shipment to Customer.
Motorola may hold shipments pending the receipt of
Additional Assurance if there is a material adverse change
in the business or financial condition of Customer, any
other NII Affiliate doing business with Motorola, or
Nextel International.
As long as the total of all billing disputes involving
Customer, any other NII Affiliate doing business with
Motorola, or Nextel International are less than [*],
Motorola will not request Additional Assurance until it
has used its best efforts to clear up any billing disputes
or delinquencies.
6.1.3 Taxes, duties and fees: Exclusive of corporate and
personal income taxes, all taxes applicable to this
transaction, including but not limited to sales, lease,
service rental, use, property, wage, occupation, value
added or similar taxes, customs and import duty, and any
similar provincial or local government obligations shall
be borne by Customer. Upon Motorola's request, Customer
shall produce sufficient evidence within thirty (30) days
of such request to prove that Customer has fulfilled its
obligation relating to all taxes, duties, and fees. If any
such taxes, duties, or fees are determined by the
applicable taxing authorities to be applicable to this
transaction and, notwithstanding Customer's
responsibility, Motorola is required to pay or bear the
burden thereof, then the prices set forth in the Price
Book, Project Agreement or Motorola Quotation shall be
increased by the amount of such taxes and any interest or
penalty, and Customer
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Motorola/Nextel International/[See schedule Item 3 ] 18 Equipment Purchase Agreement
</TABLE>
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 19
Confidential: Use or disclosure of this document is subject to the
restriction on the Confidentiality Statement.
shall pay to Motorola the full amount of any such increase
no later than thirty (30) days after receipt of an
invoice. Motorola shall, where possible, use reasonable
efforts to minimize Customer's tax burden unless, in
Motorola's sole judgment, the effort and/or result would
be to Motorola's detriment.
6.1.4 The licensing fee for Software is set forth in the Price
Book. Subsequent purchases of Equipment, increases to
capacity, SMP renewals or new features [*], as set forth
in the Price Book or as specifically proposed by Motorola.
Exhibit "N" hereto sets forth alternate IPL license fees
that may be elected by Customer, in whole but not in part,
if Customer meets the qualifications set forth therein. In
the event there is an Alternate Infrastructure
Manufacturer, the parties shall agree to a new method of
[*] or, if the parties cannot agree, revert to the [*] as
it appears in the Price Book. All Software shall be
licensed per the terms and conditions set forth in Exhibit
"F".
The software [*] offered in Exhibit "N" is valid only for
the purchase of [*] as a package from Motorola. If any
Motorola [*] hardware is purchased directly from a third
party source, the [*] shall be charged in addition to any
applicable fees set forth in Exhibit "N". Motorola does
not accept any liability for System integration or
warranty obligation for such separately purchased hardware
or software, and if Motorola is called on any warranty
claim or other service request involving such hardware or
software, Customer [*] for such calls.
6.1.5 Except as provided in Section 6.1.8, Customer shall pay
for any training ordered by the Customer per the Price
Book and other appropriate agreements.
6.1.6 Subject to the conditions contained in 4.11 any costs
required to modify the System in order to comply with
local codes or regulations shall be Customer's
responsibility.
6.1.7 For any amount due hereunder which remains unpaid, the
Customer shall pay Motorola [*] of the amount due for each
month or portion thereof that the amount remains unpaid.
6.1.8 Motorola shall provide Customer training course credits
for each [*] complex or the equivalent and for each group
of [*] shipped during the term of this Agreement. For
calendar year 2000, the training course
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Motorola/Nextel International/[See schedule Item 3 ] 19 Equipment Purchase Agreement
</TABLE>
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 20
Confidential: Use or disclosure of this document is subject to the
restriction on the Confidentiality Statement.
credits shall be [*]. Subsequent to calendar year2000,
Motorola shall have the right to revise this credit
schedule periodically to adjust for changes in course
offerings and/or course costs. Customer may apply the
training course credit to any course offered in the iDEN
Technical Training Catalog. The training course credit
covers tuition only, and does not include air fare, hotel,
meals and local transportation costs. For calendar year
2000, Motorola will not charge Customer a course
cancellation fee if the cancellation occurs at least 15
business days prior to the start date of the class. If the
cancellation occurs less than 15 business days prior to
the start date of the class, the charge will be [*].
Classes scheduled within 15 business days prior to the
start date of the class are [*]. Subsequent to calendar
year 2000, the then current standard iDEN course
cancellation policy shall apply.
6.1.9 All prices quoted herein assume [*]. Where the customer
requires the use of [*], a price increase or decrease
equal to the applicable [*] will apply.
6.1.10 Prices do not include applicable sales, use, excise or
similar taxes or duties. To the extent Motorola is
required by law to collect such taxes, one hundred percent
(100%) thereof shall be added to invoices and paid in full
by Customer.
6.2 Method of Payment
Payment shall be made by wire/telegraphic transfer to the
following address:
[*]
Routing No.: [*]
Account No.: [*]
Address: [*]
6.3 Prices Generally
Under Section 4.22 of the iDEN Infrastructure [*] Supply
Agreement effective as of January 1, 1999 between Motorola, Inc.
and Nextel Communications, Inc., [*]. Pursuant to that Section
4.22, Motorola and Customer agree that throughout the term of the
January 1, 1999 agreement between Motorola and Nextel
Communications, Inc. [*]. Notwithstanding anything to the
contrary in this agreement, [*].
6.4 [*].
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Motorola/Nextel International/[See schedule Item 3 ] 20 Equipment Purchase Agreement
</TABLE>
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 21
Confidential: Use or disclosure of this document is subject to the
restriction on the Confidentiality Statement.
6.5 The pricing offered herein is given because [*].
6.6 Security Interest
In order to secure outstanding payment obligations hereunder,
Customer hereby grants to Motorola a continuing security interest
and right of possession in and to all equipment sold to Customer
under this Agreement whether or not such goods are manufactured
by Motorola, whether now owned or hereafter acquired by Customer,
together with all substitutions, replacements and renewals
thereof, and in all proceeds and products thereof, including
without limitation, insurance proceeds, all termed collateral.
Customer agrees to cooperate in whatever manner necessary to
assist Motorola in perfection of the security interest upon
request. If there is any conflict between this Paragraph and any
other financing agreement(s) with Motorola, such financing
Agreement(s) shall take precedence.
6.7 For the purpose calculating quantity discounts hereunder
equipment purchased by leasing companies for lease to Customer
shall be counted in the same manner as if Customer had made such
purchases directly.
6.8 Notwithstanding anything to the contrary in this Agreement, [*].
6.9 Additional Assurance Payment Terms
Payment for equipment and services to Motorola requiring
Additional Assurance shall be made in U.S. dollars either by
wire/telegraphic transfer in advance or through the medium of an
irrevocable Letter of Credit, permitting partial and
transshipments.
6.9.1 Letter of Credit Terms
At least [*] before the first shipment of equipment under
Section 6.9, Customer shall issue an irrevocable Letter of
Credit made out in favor of Motorola, Inc., 1301 East
Algonquin Road Schaumburg, Illinois 60196 USA, similar to
the one included in this Agreement as Attachment One and
advised through, and payable at the counters of the [*].
Drafts are to be drawn upon the [*] and full reimbursement
instructions must be provided to the U.S. bank by the
opening bank at the time the Letter of Credit is opened.
6.9.2 Advance Payment
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Motorola/Nextel International/[See schedule Item 3 ] 21 Equipment Purchase Agreement
</TABLE>
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 22
Confidential: Use or disclosure of this document is subject to the
restriction on the Confidentiality Statement.
An Advance Payment of [*] of the total amount set forth in
any applicable order is due within [*] of ordering. The
start date for the Implementation Schedule for the
applicable Project Agreement pursuant to Exhibit "A" shall
be the date of receipt of this payment. This advance
payment shall be made by wire/telegraphic transfer to the
following address:
[*]
Routing No.: [*]
Account No.: [*]
Address: [*]
In the event Customer does not proceed with its payment
obligations under this Agreement in a timely manner, and
such failure continues for thirty (30) days following
written notice by Motorola to Customer that Motorola
intends to proceed under this Section, Motorola shall
promptly document its non-recoverable costs directly
incurred in the performance of this Agreement, such as,
but not limited to staff hours, travel expenses, equipment
re-stocking charges, etc. and promptly refund only that
portion of the advance payment amount which exceeds the
total of such charges.
The Letter of Credit shall be in the amount of [*] of the
total Exhibit "A" amount and shall be valid for a period
of [*] from the date of issuance. An advance payment of
[*] per Section 6.9.2 shall also be due Motorola shall
notify Customer, in writing, [*] prior to the scheduled
date of each shipment.
The Letter of Credit shall be drawn down as follows:
a) [*] of the commercial invoice gross value of the
equipment shipped is payable after each shipment.
b) [*] of commercial invoice gross value is payable
after presentation of the Conditional Acceptance
Certificate.
c) [*] of the commercial invoice gross value is payable
after presentation of the final Acceptance
Certificate.
If Motorola is prevented from obtaining Conditional
Acceptance because Customer has not completed its
obligations hereunder (except as provided in Section 18)
and such failure continues for ten (10) days from the
scheduled date of Conditional Acceptance, Motorola shall
be entitled to receive the
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Motorola/Nextel International/[See schedule Item 3 ] 22 Equipment Purchase Agreement
</TABLE>
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 23
Confidential: Use or disclosure of this document is subject to the
restriction on the Confidentiality Statement.
final payments, described in b and c above, as if
Conditional Acceptance had occurred as scheduled in
Implementation Schedule for the applicable Project
Agreement pursuant to Exhibit "A" upon showing that
Motorola had completed all the work it could have based on
Customer's performance.
Banking charges incurred by the opening bank shall be
borne by [*] and those incurred by the U.S. bank [*] shall
be borne by [*].
6.10 Purchase Commitment
Nextel International commits that the NII Affiliates shall
purchase an aggregate of at least One Hundred Fifty Million
Dollars ($150,000,000) of FNE, Software, and Services in calendar
year 2000. Should such commitment not be achieved, Nextel
International agrees to pay Motorola by the end of the first
quarter of 2001 an amount equal to [*] of the difference between
[*] and the actual aggregate amounts of FNE, Software, and
services shipped/provided by Motorola to the NII Affiliates in
calendar year 2000. Any commitments and rebates for such
aggregate purchases in the years 2001, 2002, and 2003 shall be
the subject of subsequent agreement(s) between Nextel
International and Motorola. Nextel International and Nextel
Communications, Inc. shall each receive their own earned rebate
or pay their own penalty, and there is no duplication.
Specifically, the above specified One Hundred Fifty Million
Dollars ($150,000,000) is part of the Nextel Communications, Inc.
[*] commitment and is not an additional commitment.
6.11 System Performance
When Motorola and Nextel Communications, Inc. negotiate
liquidated damages agreement(s) for box down time and system
uptime for the U.S. market, this Agreement shall be amended to
offer Customer similar agreement(s). The calculation metrics
shall be consistent with those used in the Nextel Communications,
Inc. agreement.
7.0 ACCEPTANCE TESTING
7.1 Customer and Motorola agree that the acceptance testing shall be
done for all new Systems and a modified ATP shall be performed
for all System Expansions and shall be included in all relevant
Purchase Orders, Project Agreements, and Motorola Quotations. The
ATP tests shall be chosen from the GATP, as set forth in Exhibit
"C", that Customer and Motorola have agreed to and identified on
the
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Motorola/Nextel International/[See schedule Item 3 ] 23 Equipment Purchase Agreement
</TABLE>
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 24
Confidential: Use or disclosure of this document is subject to the
restriction on the Confidentiality Statement.
Project Agreement or Motorola Quotation when Customer purchases
ATP Services.
This ATP is generic in nature and tests operational features.
Should a certain feature or option not be purchased then it is
agreed that portion of the ATP shall be deleted and will not be
performed. Motorola shall supply new sections to cover new
products or features that Motorola develops. The GATP will be
amended to reflect desired practices for testing Systems in
Commercial Service. Customer and Motorola acknowledge that
different approaches are required for Systems in Commercial
Service and those acceptable for Systems not in Commercial
Service.
7.2 Should Customer request additional testing above and beyond the
ATP, these tests shall not be considered until after Conditional
Acceptance of the System or System Expansion. Motorola shall
prepare and present to Customer a quotation detailing the time
and material charges that such additional testing may require on
a time and material basis. [*]
7.3 Individual Site Tests and the Switch Test shall be performed in
accordance with the ATP as soon as the individual Sites and
Switch are completed. The System Test shall be performed as soon
as the Switch and Site Tests are completed. If all the Sites are
not available and operational due to Customer's failure to obtain
the Sites by the required scheduled time as contained in the
Implementation Schedule hereto ("Unavailable Sites"), the tests
shall still take place.
7.4 The Areas served by the Unavailable Sites shall not be included
in the System Test. When the Unavailable Sites are operational
and available, the Site Test shall be completed. The existence of
Unavailable Sites shall not hold up the ATP or Conditional or
Final Acceptance.
7.5 Additional Testing Costs
The cost of obtaining a passing test for each of the items in the
ATP is included in the purchase price of the ATP. Any additional
testing requested and approved by Customer shall be billed to
Customer as set forth in Section 7.2. This includes, but is not
limited to, testing due to:
a. Customer's desire for testing not included in the ATP; and
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Motorola/Nextel International/[See schedule Item 3 ] 24 Equipment Purchase Agreement
</TABLE>
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 25
Confidential: Use or disclosure of this document is subject to the
restriction on the Confidentiality Statement.
b. Re-testing that is needed because the Customer's Site team
makes changes to agreed schedules to such an extent Motorola
needs to materially extend the time period its ATP team needs
to complete the ATP; and
c. RF interference from outside sources; and
d. The need to respond to complaints of third parties alleging
Customer's System interferes with their systems, unless the
Equipment sold hereunder is defective or not operating within
licensed parameters; and
e. Unavailable Sites.
8.0 FNE WARRANTY AND SOFTWARE MAINTENANCE PROGRAM
8.1 FNE Hardware Warranty
8.1.1 FNE is warranted to be free from defects in material and
workmanship at time of shipment and will be warranted [*].
The [*] EBTS Equipment hardware warranty during the
warranty period shall be [*] for all shipments that occur
during the effective dates of this Agreement. All other
warranty charges shall be as per the Price Book. Parts
will be repaired at the Motorola repair depot [*] except
as outlined herein.
8.1.2 Customer shall be responsible for the initial level of
diagnosis (i.e., for identification and isolation of FNE
hardware problems to the board level), for hardware,
firmware and software removal and replacement, and for
sending the malfunctioning product, packed in a manner to
prevent damage, to the designated Motorola repair depot.
Customer shall be responsible for [*] Motorola's repair
depot. When such products or their replacements are being
returned to Customer, Motorola shall bear such charges.
8.1.3 Parts and labor at the Motorola repair depot to repair or
replace defective FNE will be [*].
8.1.4 In the event a defect occurs during the warranty period
Motorola, at its option, will either repair or replace the
product. Any item replaced will be deemed to be on an
exchange basis, and any item retained by Motorola through
replacement will become the property of Motorola. Repaired
or replaced parts shall have a warranty of the greater of
the remainder of this warranty period or [*].
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Motorola/Nextel International/[See schedule Item 3 ] 25 Equipment Purchase Agreement
</TABLE>
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 26
Confidential: Use or disclosure of this document is subject to the
restriction on the Confidentiality Statement.
8.2 This Warranty does not cover defects, damage, or malfunctions
resulting from:
8.2.1 Use of the products in other than their normal and
customary manner.
8.2.2 Misuse, accident, neglect, environmental or Site
conditions not conforming to the specifications for the
product as set out in the current Equipment
specifications, or unauthorized access to source or object
code or unauthorized manipulation of Software elements
8.2.3 Unauthorized alterations or repairs, use of un-approved
parts in the products or the combination or interfacing of
the products, use of "gray market" parts or components, in
each case in a manner not approved by Motorola which
approval shall not be unreasonably withheld or delayed.
"Gray market" components or parts are those components or
parts purchased (a) outside the United States or (b) from
unauthorized sellers of such components or parts.
8.2.4 An event of Force Majeure.
8.2.5 Installation, integration, or movement of products from
their original installation Site that is not in accordance
with Motorola hardware configuration and datafill
guidelines.
8.2.6 Failure of antennas, lines, or any part of the
Interconnect Facilities.
8.2.7 Failure of Customer to maintain or provide maintenance for
the System pursuant to Motorola Equipment and Software
maintenance agreements, or other maintenance,
substantially in accordance with the Documentation and
under the supervision of one or more individuals who shall
have completed appropriate Motorola training.
8.2.8 Damage which occurs during shipment of the product to
Motorola for warranty repair.
8.3 Except as associated with an agreed-to assignment, this express
warranty is extended by Motorola to Customer only and is valid
only in the Area.
8.4 Software Maintenance Program (SMP)
8.4.1 Customer commits to purchase SMP on an annual basis for
each year of the term of this Agreement for all its iDEN
Equipment and Software, and
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Motorola/Nextel International/[See schedule Item 3 ] 26 Equipment Purchase Agreement
</TABLE>
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 27
Confidential: Use or disclosure of this document is subject to the
restriction on the Confidentiality Statement.
Motorola commits to offer SMP at the prices set forth in
Exhibit "K" for 2000. Future years shall be calculated by
Motorola on a similar basis as the 2000 Exhibit "K" prices
and provided to Customer. Customer shall pay the "Total
SMP" price per Subscriber shown in the "Total NII" column
of Exhibit "K" times the number of Subscribers in service
(as calculated per the procedures set forth in Exhibit
"K"). This Total NII SMP Price per Subscriber is based on
the aggregated SMP costs for all NII Affiliates divided by
the aggregated number of Subscribers for all NII
Affiliates. For calendar year 2000, Motorola quoted this
same Total NII SMP price per Subscriber figure to each NII
Affiliate. (See Section 3 of the Year 2000 SMP Proposal
for Customer, set forth in Exhibit "O".) In future years,
Motorola shall include the "Nortel Patch" shown in the
bottom row of Exhibit "K" in the calculations for Total
SMP. If in future years Nextel International elects to
depart from an NII Affiliate average SMP pricing
methodology, Motorola shall charge the actual SMP costs
for each market for such years. Customer shall pay SMP
fees on a quarterly basis. The quarterly payment shall be
one-quarter of the calculated annual payment. The quoted
prices are for the services defined in Exhibit "O". The
SMP Agreement shall be evidenced by Customer's Purchase
Order indicating which sections of said proposal are
agreed to by Customer and Motorola. Any additional
services agreed to by Customer and Motorola shall also
contain applicable pricing for such services.
8.4.2 Motorola warrants that at the time of ATP or delivery of
Software, that the Software will cause the System to
operate as required by the ATP. Thereafter, all
reproducible software defects or bugs shall be corrected
as part of SMP.
8.4.3 Motorola represents and warrants that Software supplied
under this Agreement does not have "Software Traps"
designed to permit unauthorized access, to disable or
erase software, hardware or data or to perform any other
such actions.
8.5 Non-FNE Products
Non-FNE products are warranted only to the extent provided to
Motorola by the manufacturer or supplier of such product.
Motorola shall identify in the Price Book the extent of third
party warranties.
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Motorola/Nextel International/[See schedule Item 3 ] 27 Equipment Purchase Agreement
</TABLE>
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 28
Confidential: Use or disclosure of this document is subject to the
restriction on the Confidentiality Statement.
8.6 Motorola warrants that each hardware, software, and firmware
product delivered under this Agreement and listed on Exhibit "M"
as "Year 2000 Compliant" shall be able to accurately process date
data (including, but not limited to, calculating, comparing, and
sequencing) from, into, and between the year 1999 and the year
2000, including leap year calculations, when used in accordance
with the product documentation provided by Motorola, provided
that all listed or unlisted products (e.g., hardware, software,
firmware) used in combination with such listed product properly
exchange date data with it. This warranty shall extend to
date-related defects discovered through January 1, 2001. Customer
must notify Motorola, in writing, no later than January 1, 2001
of Product that does not conform to this Express Warranty. The
remedied available for breach of this warranty shall be as
defined in, and subject to, the terms and limitations of Sections
8.1 through 8.5 and Section 8.7. Except as provided herein,
nothing in this warranty statement shall be construed to limit
any rights or remedies provided elsewhere in this Agreement with
respect to matters other than Year 2000 performance.
8.7 THE WARRANTIES IN THIS AGREEMENT ARE GIVEN IN LIEU OF ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, WHICH ARE SPECIFICALLY EXCLUDED,
INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL MOTOROLA BE
LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL OR
PUNITIVE DAMAGES TO THE FULL EXTENT SUCH MAY BE DISCLAIMED BY
LAW.
MOTOROLA WARRANTS THAT FOR THE TERM OF THIS AGREEMENT THAT THE
INDIVIDUAL FNE PRODUCTS WILL OPERATE TOGETHER AS A SYSTEM WITHIN
GENERAL OPERATING LIMITS SPECIFIED IN EXHIBIT "B", SO LONG AS THE
AVERAGE SUBSCRIBER USAGE CHARACTERISTICS OF THE INDIVIDUAL FNE
PRODUCTS AT BUSY HOUR DO NOT CAUSE THE PEAK CAPACITY LIMITS OF
INDIVIDUAL FNE PRODUCTS TO BE EXCEEDED AND ANY EQUIPMENT
INSTALLED BY THE CUSTOMER WITHOUT MOTOROLA INTEGRATION AND GATP
ASSISTANCE IS INSTALLED IN ACCORDANCE WITH MOTOROLA HARDWARE
CONFIGURATION AND DATAFILL GUIDELINES; BATTERIES ARE EXCLUDED BUT
CARRY THEIR OWN SEPARATE LIMITED WARRANTY FROM THEIR
MANUFACTURER. MOTOROLA DISCLAIMS LIABILITY FOR RF COVERAGE UNDER
THIS WARRANTY.
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</TABLE>
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 29
Confidential: Use or disclosure of this document is subject to the
restriction on the Confidentiality Statement.
9.0 PRODUCT CHANGES OR SUBSTITUTIONS
At any time during its performance of this Agreement, Motorola
may implement changes in the products set forth in Exhibit "B",
modify the drawings and specifications relating thereto, or
substitute therefor products of more recent design; provided,
however, that any such changes, modifications or substitutions,
under normal and proper use:
(1) shall not materially or adversely affect physical
or functional interchangeability or performance
(except where there is written agreement between
Customer and Motorola that the change can be made
after Customer knows the effect thereof);
(2) shall not detract from the safety of the product;
and
(3) shall be Spectrum Regulatory Agency type-accepted,
if required.
(4) Motorola shall notify Customer of any change that
materially affects performance of the Equipment.
10.0 DISCLAIMER OF PATENT LICENSE AND INTERFACE LICENSES
10.1 Nothing contained in this Agreement shall be deemed to grant,
either directly or by implication, any license under any patents
or patent applications of Motorola, except that Customer shall
have the normal non-exclusive royalty-free license to use which
is implied, or otherwise arises by operation of law, in the sale
of a product.
10.2 If Nextel Communications, Inc. obtains a second source for iDEN
infrastructure Equipment, Motorola shall extend Interface
Licenses to qualified licensees on terms to be negotiated to
cover Customer.
11.0 INTELLECTUAL PROPERTY INDEMNITY
11.1 Motorola shall defend Customer against a claim that
Motorola-manufactured products or latest unmodified release of
Software supplied hereunder infringe a [See schedule Item 3 ]
patent or [See schedule Item 3 ] copyright, provided that (i)
Customer promptly notifies Motorola in writing of the claim, (ii)
Motorola has sole control of the defense and all related
settlement negotiations, and (iii) Customer gives Motorola
information and assistance for the defense of all at Motorola's
expense provided, however, that Customer's failure to provide
such
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Motorola/Nextel International/[See schedule Item 3 ] 29 Equipment Purchase Agreement
</TABLE>
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 30
Confidential: Use or disclosure of this document is subject to the
restriction on the Confidentiality Statement.
notice shall not relieve Motorola of liability under this Section
11 except to the extent Motorola was prejudiced thereby. Subject
to the conditions and limitations of liability stated in this
Agreement, Motorola shall indemnify and hold Customer harmless
from all payments which by final judgments in such suits may be
assessed against Customer on account of such infringement and
shall pay resulting settlements, costs and damages finally
awarded against Customer by a court of law.
11.2 Customer agrees that if Equipment or Software become, or in
Motorola's opinion are likely to become, the subject of such a
claim, Customer will permit Motorola, at its option and expense,
either to procure the right for Customer to continue using such
Equipment or Software or to replace or modify same so that they
become non-infringing without affecting the function and
capability, and if neither of the foregoing alternatives is
available on terms which are reasonable in Motorola's judgment,
Customer can return Motorola-manufactured products and/or
Software for full credit on the entire unusable portion thereof.
11.3 Motorola has no liability for any claim of patent or copyright
infringement to the extent based upon adherence to
specifications, designs or instructions furnished by Customer,
nor for any claim based upon the combination, operation or use of
any Motorola-manufactured products or Software supplied hereunder
with products, software or data not supplied by Motorola, nor for
any claim to the extent based upon alteration of the products or
modification of any software supplied by entities other than
Motorola.
12.0 CONFIDENTIALITY
12.1 From time to time during the performance of this Agreement, the
parties may deem it necessary to provide each other with
Confidential Information. The parties agree:
12.1.1 To maintain the confidentiality of such Confidential
Information and not disclose same to any third party,
except as provided below or as authorized by the original
disclosing party in writing, or in connection with a
public or private debt or equity offering of securities by
any party or its affiliates, or as required by law or a
court or as required for compliance with the United States
federal securities laws and [See schedule Item 3 ]
securities laws, provided no documents shall be given to
the Securities and Exchange Commission ("SEC") or the [See
schedule Item 3 ] securities authorities until Motorola
has had an opportunity to review them. Any
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Motorola/Nextel International/[See schedule Item 3 ] 30 Equipment Purchase Agreement
</TABLE>
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 31
Confidential: Use or disclosure of this document is subject to the
restriction on the Confidentiality Statement.
such information that Motorola believes is confidential
Customer will use its reasonable best efforts to get
confidential treatment from the SEC and the [See schedule
Item 3 ] securities authorities. Such Confidential
Information also includes oral and visual Confidential
Information.
12.1.2 To restrict disclosure of Confidential Information to
employees and technical, legal and financial consultants
who have a "need to know". Such Confidential Information
shall be handled with the same degree of care which the
receiving party applies to its own confidential
information but in no event less than reasonable care.
12.1.3 To take precautions necessary and appropriate to guard the
confidentiality of Confidential Information, including
informing its employees and consultants who handle such
Confidential Information that it is confidential and not
to be disclosed to others and as to all technical
consultants obtain a signed non-disclosure agreement
consistent herewith.
12.1.4 That Confidential Information is and shall at all times
remain the property of the disclosing party. No use of any
Confidential Information is permitted except as otherwise
provided herein and no grant under any proprietary rights
is hereby given or intended, including any license implied
or otherwise.
12.1.5 To use such Confidential Information only as required in
performance of this Agreement.
12.2 Except as may be required by applicable law, neither party shall
disclose to any third party the contents of this Agreement, the
Exhibits or any amendments hereto or thereto for a period of [*]
from the date of execution hereof without the prior written
consent of the other except as provided for in Section 12.1.1.
13.0 TRADEMARK AND PUBLICITY
Nothing contained in this Agreement shall be construed as conferring any
right to use any name, trademark or other designation of either party
hereto, including any contraction, abbreviation, or simulation of any of
the foregoing, in advertising, publicity or marketing activities. No
publicity, advertising, etc. with regard to this Agreement or the System
which mentions the other party shall be released without prior written
consent of the other party.
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Motorola/Nextel International/[See schedule Item 3 ] 31 Equipment Purchase Agreement
</TABLE>
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 32
Confidential: Use or disclosure of this document is subject to the
restriction on the Confidentiality Statement.
14.0 SHIPMENT, DELIVERY AND PACKING
14.1 Motorola may ship products at any time during the "Time Frame"
(the interval between the shipment/implementation date and the
completion date for a particular activity as set forth in the
Implementation Schedule) and may invoice Customer upon shipment
as provided in Section 6 of this Agreement. No shipment of
products during said Time Frame shall be considered early for
purposes of invoicing.
14.2 Customer shall select the carrier and notify Motorola in writing
or instruct Motorola to use the best available carrier or the
carrier most recently used by Customer, unless Customer notifies
Motorola not to use such carrier.
14.3 Motorola shall use all reasonable efforts to ship products
directly to the Site or Customer designated warehouse.
14.4 In the event that the Site or Customer designated warehouse is
not available to receive Equipment because Customer has not met
its obligations hereunder to receive the products when shipped,
Motorola, at its option, upon notice to Customer, may ship said
products to a warehouse in or near the area as designated by
Customer, and Customer shall bear the costs of warehousing,
reloading, transporting, off-loading and moving the products onto
the Site when such Site becomes available.
14.5 Shipping documentation shall be developed to the mutual
satisfaction of Customer and Motorola. Shipping terms are FCA
manufacturing site or Motorola facility. The manufacturing site
may be other than a USA facility.
14.6 Motorola shall have the Equipment securely packed so as to
withstand numerous handlings and loading as appropriate for
inland, sea and/or air transportation. Motorola shall take
reasonable protective measures to protect Equipment from weather
and shock, considering the different shapes and special features
of the Equipment.
15.0 TITLE, INDEMNITY, INSURANCE
15.1 Good title, free and clear of all liens or other encumbrances to
the FNE and other Motorola provided products supplied hereunder
and risk of loss for all such products shall pass to Customer
upon delivery FCA point of shipment.
15.2 The above notwithstanding, title to Software and underlying
intellectual property rights (i.e., patents, copyrights,
proprietary and confidential information, and
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Motorola/Nextel International/[See schedule Item 3 ] 32 Equipment Purchase Agreement
</TABLE>
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 33
Confidential: Use or disclosure of this document is subject to the
restriction on the Confidentiality Statement.
know-how) belonging to Motorola or any other third party shall
remain with Motorola or such third party. This Agreement only
grants a right to use such Software.
15.3 All Equipment sold to Customer hereunder is new and Motorola will
provide any documents which may be reasonably requested by
Customer evidencing this fact.
15.4 DURING THE TERM OF THIS AGREEMENT THE PARTIES SHALL INDEMNIFY AND
HOLD HARMLESS EACH OTHER TOGETHER WITH THEIR DIRECTORS, OFFICERS,
AGENTS, EMPLOYEES, AFFILIATES AND SUBSIDIARIES FROM ANY AND ALL
LOSS, DAMAGE, EXPENSE, JUDGMENT, LIEN, SUIT, CAUSE OF ACTION,
DEMAND OR LIABILITY (COLLECTIVELY, "LOSS") FOR PERSONAL INJURY
(INCLUDING DEATH) AND TANGIBLE PROPERTY DAMAGE WHICH MAY BE
IMPOSED ON OR INCURRED BY ONE PARTY ARISING DIRECTLY OUT OF THE
INTENTIONAL MISCONDUCT OR NEGLIGENT ACTS OR OMISSIONS OF THE
OTHER, ITS AGENTS, SUBCONTRACTORS, OR EMPLOYEES DURING THE
PERFORMANCE OF ANY WORK HEREUNDER. THE INDEMNIFYING PARTY SHALL,
AT ITS SOLE EXPENSE, DEFEND ANY SUIT BASED UPON A CLAIM OR CAUSE
OF ACTION WITHIN THE FOREGOING INDEMNITY PROVISION AND SATISFY
ANY JUDGMENT THAT MAY BE RENDERED AGAINST THE OTHER RESULTING
THEREFROM, PROVIDED THAT THE INDEMNIFYING PARTY SHALL BE GIVEN
(I) PROMPT NOTICE OF ANY SUCH CLAIM OR SUIT; AND (II) FULL
OPPORTUNITY TO DEFEND SUCH CLAIM OR SUIT; PROVIDED, HOWEVER, THAT
FAILURE TO PROVIDE SUCH NOTICE SHALL NOT RELIEVE THE INDEMNIFYING
PARTY OF LIABILITY UNDER THIS SECTION EXCEPT TO THE EXTENT THE
INDEMNIFYING PARTY WAS PREJUDICED THEREBY. THE INDEMNIFIED PARTY
MAY, AT ITS ELECTION, PARTICIPATE IN THE DEFENSE OF ANY SUIT, AND
SHALL COOPERATE FULLY IN DEFENDING ANY CLAIM OR SUITS. THE
INDEMNIFYING PARTY SHALL PAY ALL COSTS, EXPENSES, AND REASONABLE
ATTORNEY'S FEES INCURRED BY THE INDEMNIFIED PARTY IN CONNECTION
WITH ANY SUCH SUIT OR IN ENFORCING THIS INDEMNITY PROVISION,
PROVIDED A VALID CLAIM IS PRESENTED.
WITHOUT LIMITING THE FOREGOING PARAGRAPH, EACH PARTY SHALL
INDEMNIFY AND HOLD HARMLESS THE OTHER PARTY, ITS DIRECTORS,
OFFICERS, AGENTS, EMPLOYEES, AFFILIATES AND
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Motorola/Nextel International/[See schedule Item 3 ] 33 Equipment Purchase Agreement
</TABLE>
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 34
Confidential: Use or disclosure of this document is subject to the
restriction on the Confidentiality Statement.
SUBSIDIARIES FROM ANY AND ALL LOSS, AS DEFINED IN THAT PARAGRAPH,
WHICH IS BASED UPON OR ALLEGED TO ARISE FROM, ANY STATEMENT,
REPRESENTATION, INFORMATION OR OTHER COMMUNICATION MADE BY THE
PARTY, ITS OFFICERS, EMPLOYEES, UNDERWRITERS, OR AGENTS TO
OFFEREES, PURCHASERS OR POTENTIAL CUSTOMERS OF CUSTOMER STOCK OR
OTHER SECURITIES, INCLUDING BUT NOT LIMITED TO ANY STATEMENT,
REPRESENTATION, INFORMATION OR OTHER COMMUNICATION CONCERNING
THIS AGREEMENT, THE IDEN SYSTEM, SPECIALIZED MOBILE RADIO SYSTEMS
OR TECHNOLOGY IN GENERAL AND INCLUDING BUT NOT LIMITED TO ANY
LOSS ARISING UNDER APPLICABLE SECURITIES LAWS.
15.5 Customer and Motorola each shall be named as additional insured
under the other's comprehensive general liability policy for
claims arising out of work performed hereunder (which includes
but is not limited to product and public liability, property and
all risk insurance).
16.0 FORCE MAJEURE - EXCUSABLE DELAY
16.1 Neither party shall be liable for delays in delivery or
performance, or for failure to manufacture, deliver or perform
when caused by any of the following which are beyond the
reasonable control of the delayed party:
16.1.1 Acts of God, acts of the public enemy, acts or failures to
act by the other party, acts of civil or military
authority, governmental priorities and regulatory actions,
strikes or other labor disturbances, hurricanes,
earthquakes, fires, floods, epidemics, embargoes, war,
riots, delays in transportation, and loss or damage to
goods in transit, or;
16.1.2 Inability on account of causes beyond the reasonable
control of the delayed party or its suppliers to obtain
necessary products, components, services, or facilities.
16.2 In the event of any such delay, the date of delivery or
performance shall be extended for a period equal to the period of
time lost by reason of the delay. If any such delay lasts for
more than one hundred eighty (180) days, Customer and Motorola
shall consult with one another for the purpose of agreeing upon
the basis on which the delayed party shall resume work at the end
of the delay. If no reasonable solution to the delay is
available, then either party may, by written
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Motorola/Nextel International/[See schedule Item 3 ] 34 Equipment Purchase Agreement
</TABLE>
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 35
Confidential: Use or disclosure of this document is subject to the
restriction on the Confidentiality Statement.
notice, cancel that portion of the Agreement which is delayed,
and adjust the Agreement price appropriately.
17.0 TERMINATION
17.1 Either party may terminate this Agreement without liability by
the giving of notice, in accordance with Section 23, if (i) the
other makes a general assignment for the benefit of creditors or
goes into compulsory or voluntary liquidation, (ii) 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 (iii) the other shall commit any
material breach of its obligations hereunder.
In the case of any material breach, neither party shall terminate
this Agreement unless and until the other shall have failed to
cure such breach within thirty (30) days after it shall have been
served with a notice, in accordance with Section 23, (i) stating
the nature of the breach, (ii) requiring that the breach be
cured, and (iii) stating its intention to terminate the Agreement
if compliance with the notice is not met.
17.2 The termination of this Agreement shall not affect or prejudice
any provisions of this Agreement which are expressly or by
implication provided to continue in effect after such
termination.
17.3 If this Agreement is terminated, Motorola shall have the right to
determine whether any unfilled Purchase Orders, Project
Agreements, or Motorola Quotations in existence at the time of
such termination shall be completed under the terms of this
Agreement or canceled.
18.0 LIMITATION OF LIABILITY
NEITHER PARTY, EXCEPT AS SPECIFICALLY OTHERWISE PROVIDED HEREIN, WHETHER
AS A RESULT OF BREACH OF AGREEMENT, WARRANTY, TORT (INCLUDING WITHOUT
LIMITATION NEGLIGENCE), PATENT INFRINGEMENT, COPYRIGHT INFRINGEMENT, OR
OTHERWISE, SHALL HAVE ANY LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL
DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFIT OR REVENUES, LOSS
OF USE OF THE PRODUCTS OR ANY ASSOCIATED EQUIPMENT, COST OF CAPITAL,
COST OF SUBSTITUTE PRODUCTS, (EXCEPT REPLACEMENT PRODUCTS UNDER SECTIONS
9 AND 13), FACILITIES OR SERVICE, OR
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</TABLE>
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 36
Confidential: Use or disclosure of this document is subject to the
restriction on the Confidentiality Statement.
DOWNTIME COSTS OR CLAIMS OF THIRD PARTIES TO THE FULL EXTENT SUCH MAY BE
DISCLAIMED BY LAW.
19.0 ASSIGNMENT - RESALE OF EQUIPMENT
19.1 Any re-sale of Equipment will require a re-licensing of the
Software from Motorola, including payment of an IPL license fee
by the new owner. Motorola reserves the right to relicense the
software in countries Motorola is concerned over intellectual
property rights or to users not approved by Motorola. Any
sale-leaseback of equipment by the Customer will not require
re-licensing or IPL Licensing fees and Motorola will cooperate
with leasing company, as in the past, to provide appropriate
waivers. Re-licensing and to qualifying international affiliates
under Section 4.22 of the iDEN Infrastructure [*] Supply
Agreement effective as of January 1, 1999 between Motorola, Inc.
and Nextel Communications, Inc. shall be based upon rework fees
and other expenses Motorola incurs, if any.
19.2 The Agreement shall accrue to the benefit of and be binding upon
the parties hereto and any successor entity into which either
party shall have been merged or consolidated or to which either
party shall have sold or transferred all or substantially all its
assets. Specifically, Motorola may assign this Agreement,
provided that Motorola, Inc. shall remain liable for performance
hereunder. This Agreement shall not be otherwise assigned by
either party without the prior written consent of the other
party. In conjunction with any agreed to assignment of this
Agreement, Motorola agrees to license the assignee pursuant to
the terms set forth in Exhibit "F". A reasonable new Software
License Fee may be required of any successive owner of iDEN
infrastructure Equipment.
19.3 Notwithstanding anything to contrary elsewhere in this Agreement,
Customer may pledge, mortgage or otherwise assign all or any
portion of this Agreement or any orders hereunder (or any
combination thereof) to one or more providers of debt or equity
financing (provided any such intended assignee is not a person or
entity listed on the United States Department of Commerce Denied
Parties List or to a person or entity residing in a country to
which export of the iDEN Equipment is prohibited under United
States law) upon terms and conditions satisfactory to Customer,
provided that (i) Customer will remain liable for all obligations
arising out of this Agreement, (ii) the assignee agrees in
writing that the terms and conditions of this Agreement shall
apply to and be binding upon the assignee to the same extent as
Customer, to the extent that the assignee is exercising any right
under this Agreement, (iii) in addition to any rights conferred
on the assignee, and
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</TABLE>
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 37
Confidential: Use or disclosure of this document is subject to the
restriction on the Confidentiality Statement.
Customer shall be treated as having placed the order and paid for
purchases for purposes of all rights and benefits available to
Customer under this Agreement.
19.4 Motorola retains the right to subcontract, in whole or in part,
any effort required to fulfill its obligations under this
Agreement, provided Motorola shall remain liable for performance
hereunder.
19.5 Any resale of the FNE to a third party shall be subject to
Motorola's approval, which shall not be unreasonably withheld and
shall require execution of a Software License between Motorola
and such third party and payment of a reasonable Software License
fee.
19.6 The parties acknowledge that the resale restrictions herein apply
to infrastructure equipment only. The subscriber Agreement deals
with subscriber unit warranty and licensing pass through.
However, it is understood that Subscriber Units are expected to
be sold to end users.
20.0 SWITCH IN TECHNOLOGY
20.1 If Customer determines that iDEN technology is no longer
suited to its needs in part or in whole and consequently
commercially viable to provide reliable digital dispatch,
short message service, voice interconnect, circuit
switched data and packet data services, Customer shall
give notice of such determination to Motorola describing,
with reasonable specificity any technology failure(s)
and/or the reasons for Customer's determination at least
six (6) months in advance of any public announcement or
formal contract to purchase alternate technology
("Alternate Technology").
20.2 In the case of a switch to an Alternate Technology that
Motorola manufactures or elects to manufacture, Customer
shall give Motorola the opportunity to supply Fifty
Percent (50%) of Customer's needs of the Alternate
Technology for infrastructure equipment of the Alternate
Technology for a period of three (3) years following a
public announcement to change the technology.
20.3 If Customer makes a switch to Alternate Technology and
Customer fails to maintain operational iDEN infrastructure
equipment at the majority of its commercial cell sites
deployed at the date such switch is first publicly
announced, all financing outstanding by Motorola or its
affiliates to Customer and its wholly owned or controlled
subsidiaries shall become
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</TABLE>
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 38
Confidential: Use or disclosure of this document is subject to the
restriction on the Confidentiality Statement.
immediately due and payable upon written notice by
Motorola to Customer.
21.0 GOVERNING LAW
The validity, performance, and all matters relating to the effect of
this Agreement and any amendment hereto shall be governed by the laws of
the State of Illinois, USA, without regard to its conflicts of laws
provisions.
22.0 ORDER OF PRECEDENCE
In the event of an inconsistency in this Agreement, the inconsistency
shall be resolved by giving precedence in the following order:
22.1 This Agreement and duly executed amendments thereto, with the
latest amendment precedence over earlier amendments;
22.12 Exhibit "F" and all duly executed Amendments to Exhibit "F";
22.13 The Price Book, as may be amended from time to time by Motorola;
22.14 Purchase Orders and duly executed Change Orders thereto, with the
latest Change Order taking precedence over earlier Change Orders;
22.15 Project Agreements or Motorola Quotations and duly executed
Change Orders thereto, with the latest Change Order taking
precedence over earlier Change Orders;
22.6 All other Exhibits in alphabetical order and all duly executed
Amendments or Change Orders to said Exhibits.
Purchase Orders will be used only to identify the quantity, location,
price, and payment terms as allowed by this Agreement for Equipment,
Software or Services ordered. No pre-printed or other terms and
conditions on such Purchase Orders shall apply, and the terms and
conditions herein shall control.
23.0 NOTICE
23.1 Notices required to be given by one party to another shall be
deemed properly given if reduced to writing and personally
delivered or transmitted by recognized express mail, by
registered or certified post to the address below, postage
prepaid,
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Motorola/Nextel International/[See schedule Item 3 ] 38 Equipment Purchase Agreement
</TABLE>
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 39
Confidential: Use or disclosure of this document is subject to the
restriction on the Confidentiality Statement.
or by facsimile with a confirmation of transmission printed by
sender's facsimile machine, and shall be effective upon receipt.
23.1.1 Customer shall receive notices as follows:
[See schedule Item 1 ]
[See schedule Item 2 ]
Attention: President
[See schedule Item 6 ]
23.1.2 Nextel International shall receive notices as follows:
Nextel International, Inc.
10700 Parkridge Blvd.
Reston, VA 20191
Attention: V. P. Operations
Fax: [*]
With a copy to:
Nextel International, Inc.
2001 Edmund Halley Drive
Reston, VA 20191
Attention: General Counsel's Office
Fax: [*]
23.1.3 Motorola shall receive notices as follows:
Motorola, Inc.
Network Solutions Sector
Customer Solutions Group
North American Region
1301 East Algonquin Road
Schaumburg, Illinois USA 60196
Attention: Vice President and Director iDEN North
American Operations
Fax #: [*]
With a copy to:
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</TABLE>
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 40
Confidential: Use or disclosure of this document is subject to the
restriction on the Confidentiality Statement.
Motorola, Inc.
Network Solutions Sector
Customer Commercial Relations
North American Region
1301 East Algonquin Road
Schaumburg, Illinois 60196
Attention: Director, Contracts and Regulatory
Fax #: [*]
23.2 Either party may change the addresses for giving notice from time
to time by written instructions to the other of such change of
address.
24.0 SURVIVAL OF PROVISIONS
The parties agree that where the context of any provision indicates an
intent that it shall survive the term of this Agreement then it shall
survive.
25.0 COVENANT NOT TO SOLICIT EMPLOYMENT
Customer and Motorola hereto agree that during the period of time
beginning with the execution of this Agreement and ending with the
termination of this Agreement, neither party shall solicit any employee
of the other involved in providing engineering, installation,
integration, maintenance, and/or warranty service or to encourage such
employee to work for the other. If, at any time, this provision is found
to be overly broad under the laws of an applicable jurisdiction, this
provision shall be modified as necessary to conform to such laws rather
than be stricken herefrom.
26.0 GENERAL
Failure or delay on the part of Motorola or Customer to exercise any
right, power, or privilege hereunder shall not operate as a waiver. If
any provision of this Agreement is contrary to, prohibited by or held
invalid by any law, rule, order, or regulation of any government or by
the final determination of any state or federal court, such invalidity
shall not affect the enforceability of any other provisions not held to
be invalid. Section and paragraph headings used in this Agreement are
for convenience only and are not to be used to construe the provisions
of this Agreement.
<TABLE>
<S> <C> <C>
Motorola/Nextel International/[See schedule Item 3 ] 40 Equipment Purchase Agreement
</TABLE>
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 41
Confidential: Use or disclosure of this document is subject to the
restriction on the Confidentiality Statement.
27.0 AUTHORITY
Each party hereto represents and warrants that:
27.1 It has obtained all necessary approvals, consents and
authorizations of third parties and governmental authorities to
enter into this Agreement and has obtained or will obtain all
necessary approvals, consents and authorizations of third parties
and governmental authorities to perform and carry out its
obligations hereunder;
27.2 The persons executing this Agreement on its behalf have express
authority to do so, and, in so doing, to bind the party thereto;
27.3 The execution, delivery, and performance of this Agreement does
not violate any provision of any bylaw, charter, regulation, or
any other governing authority of the party; and;
27.4 The execution, delivery, and performance of this Agreement has
been duly authorized by all necessary partnership or corporate
action and this Agreement is a valid and binding obligation of
such party, enforceable in accordance with its terms.
28.0 TERM
The term of this Agreement shall be from June 30, 2000 until December
31, 2003 unless an Exhibit provides otherwise.
29.0 RE-EXPORTATION OF TECHNICAL DATA OR PRODUCTS
Customer understands that all equipment, proprietary data, know-how,
software, or other data or information obtained by Customer from
Motorola is considered to be United States technology and is licensed
for export and re-export by the United States Government. Customer
therefore agrees that it will not, without the prior written consent of
Motorola and the Office of Export Control, United States Department of
Commerce, Washington, DC 20230, USA, knowingly export, re-export, or
cause to be exported or re-exported, either directly or indirectly, any
such equipment, proprietary data, know-how, software, or other data or
information, or any direct or indirect product thereof, to any
destination prohibited or restricted under United States law. Customer
understands that the list of prohibited or restricted destinations may
be amended from time to time by the United States Department of Commerce
and that all such amendments shall be applicable to this Agreement.
<TABLE>
<S> <C> <C>
Motorola/Nextel International/[See schedule Item 3 ] 41 Equipment Purchase Agreement
</TABLE>
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 42
Confidential: Use or disclosure of this document is subject to the
restriction on the Confidentiality Statement.
30.0 DISPUTES AND DISPUTE RESOLUTION
The parties will attempt to settle any claim or controversy arising out
of this Agreement through consultation and negotiation in good faith and
a spirit of mutual cooperation. If those attempts fail, then, except for
disputes related to alleged patent, copyright, or trademark
infringement, the dispute will be mediated by a mutually acceptable
mediator to be chosen by the Motorola and Customer within thirty (30)
days after written notice by the other demanding mediation. Neither
party may unreasonably withhold consent to the selection of a mediator,
and Motorola and Customer will share the costs of the mediation equally.
Venue for mediation shall be the United States of America. By mutual
agreement, however, the parties may postpone mediation until they have
each completed some specified but limited discovery about the dispute.
The parties may also agree to replace mediation with some other form of
alternative dispute resolution (ADR), such as neutral fact-finding or a
mini-trial.
Any dispute which the parties cannot resolve through negotiation,
mediation, or other form of ADR within four (4) months of the date of
the initial demand for it may then be submitted to the Federal District
Court of Delaware for resolution. The use of any ADR procedures will not
be construed under the doctrines of latches, waiver, or estoppel to
affect adversely the rights of either party. Nothing in this section
will prevent either party from resorting to judicial proceedings if (a)
good faith efforts to resolve the dispute under these procedures have
been unsuccessful or (b) interim relief from a court is necessary to
prevent serious and irreparable injury to one party or to others.
31.0 LANGUAGE
The definitive text of this Agreement and its Exhibits shall be in
English and all communications among the parties in the course of the
present Agreement shall be made in English.
32.0 GOVERNMENT CONTRACTS
In the event that Customer elects to provide goods or services to a
Governmental Entity (defined herein), Customer does so solely at its
option and risk and agrees not to obligate Motorola as a subcontractor
or otherwise to such Governmental Entity. Customer remains solely and
exclusively responsible for compliance with all statutes, regulations,
and provisions governing sales to such entity. Motorola makes no
representations, certifications, or warranties whatsoever with respect
to the ability of its goods, services, or prices to satisfy any
statutes, regulations, or provisions governing sales of goods or
services to such Governmental Entity. The term "Governmental Entity" as
used above
<TABLE>
<S> <C> <C>
Motorola/Nextel International/[See schedule Item 3 ] 42 Equipment Purchase Agreement
</TABLE>
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 43
Confidential: Use or disclosure of this document is subject to the
restriction on the Confidentiality Statement.
includes any government agency, federal, provincial, or municipal, any
United States federal, state, or local government, agency, or
instrumentality as well as any other non-United States government,
agency, or instrumentality. Notwithstanding the above, if Customer
elects to sell goods or services to a Governmental Entity, Motorola will
review any Customer request for, readily available information which
Motorola may, at its option supply.
33.0 SEVERABILITY
In the event that any one or more of the provisions contained in the
Agreement or in any of the Exhibits hereto should be determined to be
invalid, illegal, or unenforceable in any respect, the validity,
legality, and enforceability of the remaining provisions shall not in
any way be affected or impaired. The parties shall endeavor in good
faith to replace any invalid, illegal, or unenforceable provision with a
valid provision, the economic effect of which comes as close as possible
to that of the invalid, illegal, or unenforceable provision.
34.0 ENTIRE AGREEMENT
This Agreement and the Exhibits hereto constitute the entire
understanding among the parties concerning the subject matter hereof and
supersede all prior discussions, agreements, and representations,
whether oral or written, and whether or not executed by the parties. The
subject matter of this Agreement is iDEN Infrastructure Equipment
purchases. Documents or agreements relating to the parties' equity
ownership in each other, if any, Customer's purchases of Subscriber
Equipment or Motorola financing agreements are not superseded by this
Agreement. The Equipment and Services purchased on or before June 30,
2000 under the terms and conditions of the [See schedule Item 4 ] shall
be governed by such agreements. The terms and conditions for use of all
Software, whenever purchased, shall be as set forth in this Agreement.
All Equipment, Software and Services purchased on or after June 30, 2000
shall be governed by the terms and conditions of this Agreement.
No modification, Amendment, or other change may be made to this
Agreement or any Exhibit unless reduced to writing and executed by
authorized representatives of all parties, or in the case of a Change
Order executed by authorized representatives of Customer and Motorola.
The terms and conditions of this Agreement shall prevail notwithstanding
any variance with the terms and conditions of any order submitted by
Customer or any acceptance or acknowledgment by Motorola following
execution of this Agreement. In no event shall the preprinted terms and
conditions found on any Customer purchase order, Motorola
acknowledgment, a Change Order, or other form be considered an
Amendment, or
<TABLE>
<S> <C> <C>
Motorola/Nextel International/[See schedule Item 3 ] 43 Equipment Purchase Agreement
</TABLE>
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 44
Confidential: Use or disclosure of this document is subject to the
restriction on the Confidentiality Statement.
modification of this Agreement, even if such documents are signed by
representatives of all parties. Such preprinted terms and conditions
shall be null and void and of no force and effect.
35.0 COUNTERPARTS
This Agreement may be executed in multiple counterparts, each of which
shall be deemed an original and all of which taken together shall
constitute one and the same instrument.
36.0 COMMENCEMENT OF WORK
Motorola's obligations to commence work hereunder shall begin upon the
date which Purchase Orders are acknowledged by Motorola or Project
Amendments are signed and delivered to Customer and Motorola. All time
periods for completion of Motorola's obligations shall commence on such
date.
THIS AGREEMENT IS EFFECTIVE AS OF THE 30 DAY OF JUNE 2000 ("EFFECTIVE DATE").
<TABLE>
<S> <C>
MOTOROLA, INC. [See schedule Item 1 ]
[See schedule Item 5 ]
By: By:
------------------------------------ ---------------------------------------
(Authorized Signatory) (Authorized Signatory)
Name Name
------------------------------------ ---------------------------------------
Title: Title:
------------------------------------ ---------------------------------------
NEXTEL INTERNATIONAL, INC.
By: By:
------------------------------------ ---------------------------------------
(Authorized Signatory)
Name Name
------------------------------------ ---------------------------------------
Title: Title:
------------------------------------ ---------------------------------------
</TABLE>
<TABLE>
<S> <C> <C>
Motorola/Nextel International/[See schedule Item 3 ] 44 Equipment Purchase Agreement
</TABLE>
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 45
Confidential: Use or disclosure of this document is subject to the
restriction on the Confidentiality Statement.
EXHIBIT LIST
EXHIBIT "A" PROJECT AGREEMENTS
EXHIBIT "B" Technical Overview: Notes On The iDEN System [The current version
is maintained on the iDEN web site. A hard copy of the present
version (68P81095E55-D dated May 11, 1999) is attached.]
EXHIBIT "C" System Performance Criteria and Acceptance Test Plan
EXHIBIT "D" [Intentionally Omitted]
EXHIBIT "E" System Maintenance
EXHIBIT "F" Software License
EXHIBIT "G" Training
EXHIBIT "H" Documentation
EXHIBIT "I" [Intentionally Omitted]
EXHIBIT "J" [Intentionally Omitted]
EXHIBIT "K" SMP Pricing Summary
EXHIBIT "L" Price Book, [*]
EXHIBIT "M" Listing of "Year 2000 Compliant" Products
EXHIBIT "N" IPL Fees Per Subscriber
EXHIBIT "O" Year 2000 SMP Proposal for Customer, dated March 14, 2000
<TABLE>
<S> <C> <C>
Motorola/Nextel International/[See schedule Item 3 ] 45 Equipment Purchase Agreement
</TABLE>
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 46
Confidential: Use or disclosure of this document is subject to the
restriction on the Confidentiality Statement.
<PAGE> 47
<TABLE>
<S> <C> <C>
Motorola/Nextel International Exhibit "A" "A"-1
August 9, 2000 Equipment Purchase Agreement
</TABLE>
EXHIBIT "A"
TO iDEN(R) INFRASTRUCTURE EQUIPMENT PURCHASE AGREEMENT
PROJECT AGREEMENTS
For purposes of uniformity and brevity, references to "Agreement" or "Purchase
Agreement" or to an Exhibit shall refer to the above-referenced Agreement to
which this document is Exhibit "A" and to the other Exhibits to that Agreement.
All definitions set forth in the Agreement shall apply hereto.
1.0 PROJECT AGREEMENT PROCESS
The scope of a Project is limited to the Purchase Orders and the Motorola
Generic Statement of Work referenced in the Project Agreement. The Project
Agreement is intended neither as a reconciliation document nor as a means to
purchase Equipment, Software, and/or Services. All financial transactions shall
be conducted in accordance with the applicable Purchase Orders. A Project
Agreement format and example are attached to this Exhibit "A" as Appendices I
and II, respectively.
1.1 Upon acceptance of one or more Purchase Orders containing a grouping of
items that meets the definition of a System or System Expansion, Motorola shall
initiate a Project Agreement.
1.2 A Motorola Generic Statement of Work that defines the Project shall be
selected from the Price Book and referenced in Section I of the Project
Agreement. In the event an appropriate statement of work is not included in the
Price Book, a custom statement of work shall be incorporated into the Project
Agreement. The project Generic ATP sections will be listed in Section IV of the
Project Agreement.
1.3 The Purchase Order number(s), applicable line items, and values shall be
referenced in Section II of the Project Agreement for identification purposes
only. The total value of the Project Agreement shall reflect the System or
System Expansion requirements as described in the Customer Purchase Order(s).
1.4 Motorola does not warrant that a Project Agreement will contain all
necessary requirements for completion of the specific System or System Expansion
Project stated in the Project Agreement. Motorola is responsible only for the
Equipment, Software, and Services set forth and provided by Customer in the
Purchase Orders issued for the Project. Additional Purchase Orders will be
required and incorporated into the Project Agreement by amendment, as
Confidential: Use or disclosure of this document is subject to the
restrictions in the Confidentiality provision.
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 48
<TABLE>
<S> <C> <C>
Motorola/Nextel International Exhibit "A" "A"-2
August 9, 2000 Equipment Purchase Agreement
</TABLE>
appropriate, in the event additional Equipment, Software, and/or Services are
requested for completion of the Project.
1.5 The Implementation Schedule shall be defined via the format specified in
the Project Agreement, Appendix I, Section III, and may be modified, as
required, via mutual agreement. See Section 4.3 below for additional
Implementation Schedule requirements.
1.6 The completed Project Agreement will be forwarded to Customer for
countersigning within sixty (60) days of the last Purchase Order received that
contains items for the System or System Expansion Project. Execution by Customer
and Motorola of the Project Agreement shall be in accordance with the signatory
requirements of the Supply Agreement.
2.0 PROJECT AGREEMENT AMENDMENTS
Amendments to existing Project Agreements shall be subject to mutual agreement.
Amendments may result in price and schedule changes that shall be addressed by
execution of a revised Implementation Schedule and/or Purchase Order.
3.0 PROJECT AGREEMENT TERMS AND CONDITIONS
3.1 Order of Precedence
This Exhibit "A" is subject to the terms and conditions in the Supply Agreement.
Each Project Agreement will be subject to the Supply Agreement, specifically
including Exhibit "A". In the event of a conflict, the order of precedence shall
be as follows: (1) the Supply Agreement, (2) Exhibit "A", and (3) the Project
Agreement.
3.2 Motorola Generic Statements of Work
The System or System Expansion Project described in each Project Agreement shall
be installed in accordance with the applicable Generic Statement of Work set
forth in the Price Book or as developed by mutual agreement between the parties.
3.3 Implementation Schedule
The System or System Expansion Project defined in a Project Agreement is subject
to the Implementation Schedule contained in Section III of the Project
Agreement. Said schedule shall be mutually agreed to no later than 60 days after
the final Purchase Order is issued and accepted. In the event the Project
includes an MSC expansion, said Implementation Schedule shall include milestones
for completion of the MSC Pre-migration Checklist and the cutover, which are
activities primarily controlled by Customer. Customer understands and agrees
that any Customer
Confidential: Use or disclosure of this document is subject to the
restrictions in the Confidentiality provision.
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 49
<TABLE>
<S> <C> <C>
Motorola/Nextel International Exhibit "A" "A"-3
August 9, 2000 Equipment Purchase Agreement
</TABLE>
caused delay in completion of the MSC Pre-migration Checklist or the cutover
shall not defer any Customer obligations to meet any subsequent milestones
listed in the applicable Implementation Schedule.
The Implementation Schedule may be mutually revised from time to time, as
required. The revised Implementation Schedule shall be dated and shall
incorporate all agreed to changes or modifications, including project additions,
deletions, extensions, and compressions since the previously agreed to
Implementation Schedule. In the event the parties fail to agree on the terms of
the requested changes or modifications then the terms and scope of the existing
Implementation Schedule in force at the time of the request shall govern.
3.4 Acceptance Test Plan (ATP)
The applicable test sections from the GATP that are required for Conditional
Acceptance of a System or System Expansion will be defined in Section IV of the
Project Agreement. The four (4) GATP sections associated with Conditional
Acceptance are listed below; one or more of these sections may apply to a
specific Project:
- Customer Unique Information Testing
- Site Operational Readiness
- Interconnect Voice Circuit Testing
- Administrative Function Test
Refer to Exhibit "C" for a brief discussion of each of these sections. Such
ATP-Conditional Acceptance testing shall apply to all Equipment and Software
supplied pursuant to the Project Agreement.
3.5 Use of Subcontractors
Motorola may either subcontract or use Motorola resources for the Project's
labor effort. Motorola's pricing assumes the use of [*] in accordance with
Motorola's standard pricing practices. Said re-pricing shall be agreed to prior
to work commencing. Upon Customer's acceptance of the re-pricing, Customer shall
issue a Purchase Order, or amend the applicable Purchase Order accordingly.
4.0 APPENDICES
The following appendices to Exhibit "A" are attached and incorporated by
reference into the Supply Agreement:
Appendix Number Appendix Name
--------------- -------------
Confidential: Use or disclosure of this document is subject to the
restrictions in the Confidentiality provision.
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 50
<TABLE>
<S> <C> <C>
Motorola/Nextel International Exhibit "A" "A"-4
August 9, 2000 Equipment Purchase Agreement
</TABLE>
I Project Agreement Format
II Project Agreement Example
---------------------------
(R)Reg. U.S. Pat. & Tm. Off.
Confidential: Use or disclosure of this document is subject to the
restrictions in the Confidentiality provision.
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 51
<TABLE>
<S> <C> <C>
Motorola/Nextel International Exhibit "A" "A"-5
August 9, 2000 Equipment Purchase Agreement
</TABLE>
APPENDIX I
PROJECT AGREEMENT FORM
I. PROJECT DESCRIPTION - XXXXXX
Project Title (see Motorola Generic SOWs) Project Location
----------------------------------------- ----------------
[* ]
II. The following Purchase Orders pertain to this Project:
<TABLE>
<CAPTION>
Purchase Order # Issue Date Rev. # Revision Date Value Notes/Line Items
--------------------------- ------ ------------- ------- ----------------
<S> <C> <C> <C>
$ [* ]
[* ]
------
TOTAL: $ [*]
</TABLE>
III. THE IMPLEMENTATION SCHEDULE FOR THIS PROJECT IS AS FOLLOWS:
<TABLE>
<CAPTION>
ID Task Name Start Finish Task Owner
-- --------- ----- ------ ----------
<S> <C> <C>
1 [* ]
2 [* ]
3 [* ]
4 [* ]
5 [* ]
6 [* ]
7 [* ]
8 [* ]
9 [* ]
10 [* ]
11 [* ]
12 [* ]
13 [* ]
14 [* ]
</TABLE>
IV. THE ACCEPTANCE TEST PLAN FOR THIS PROJECT WILL BE DEVELOPED FROM THE
FOLLOWING GATP TEST SECTIONS:
- (Enter test sections)
-
-
V. PREVIOUSLY SUPPLIED EQUIPMENT
Listed below is Customer supplied equipment previously purchased and now
provided in support of this Project. The warranty of this equipment will not
change as a result of its incorporation into this Project. Customer is
responsible for shipment of the equipment to the Project location and to insure
that the equipment is functionally acceptable as a component of this Project.
Page 1 of 2
Confidential: Use or disclosure of this document is subject to the
restrictions in the Confidentiality provision.
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 52
<TABLE>
<S> <C> <C>
Motorola/Nextel International Exhibit "A" "A"-6
August 9, 2000 Equipment Purchase Agreement
</TABLE>
(List equipment descriptions and serial numbers, or state "Not applicable")
1.
2.
.
.
Motorola and Customer hereby agree that the Equipment, Software, and Services
ordered via the Purchase Orders listed in this Project Agreement constitute a
specific System or System Expansion "Project". This Project shall be delivered,
installed, and acceptance tested in accordance with the Implementation Schedule
in Section III. Acceptance testing shall be in accordance with the Motorola
Generic Acceptance Test Plan sections listed in Section IV. Installation shall
also be done in accordance with the Motorola Generic Statement(s) of Work listed
in Section I and defined in the Price Book. This Project Agreement is subject to
the terms and conditions of the Customer/ Motorola iDEN Infrastructure 3 Year
Supply Agreement, effective as of June 1, 2000.
[Customer]. MOTOROLA INC.
(AUTHORIZED SIGNATURE)
By: By:
----------------------------- -----------------------------
Name: Name:
----------------------------- -----------------------------
Title: Title:
----------------------------- -----------------------------
Date: Date:
----------------------------- -----------------------------
Page 2 of 2
Confidential: Use or disclosure of this document is subject to the
restrictions in the Confidentiality provision.
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 53
<TABLE>
<S> <C> <C>
Motorola/Nextel International Exhibit "A" "A"-7
August 9, 2000 Equipment Purchase Agreement
</TABLE>
APPENDIX II
PROJECT AGREEMENT EXAMPLE
I. PROJECT DESCRIPTION - TOR001
<TABLE>
<CAPTION>
Project Title (see Motorola Generic TDAP SOW) Project Location
--------------------------------------------- ----------------
<S> <C>
[* ]
</TABLE>
II. THE FOLLOWING PURCHASE ORDERS PERTAIN TO THIS PROJECT:
<TABLE>
<CAPTION>
Purchase Order # Issue Date Rev. # Rev. Date Value Notes/Line Items
---------------- ---------- ------ --------- -------- ----------------
<S> <C> <C> <C> <C> <C>
[* $ ]
Total $ [*]
</TABLE>
III. THE IMPLEMENTATION SCHEDULE FOR THIS PROJECT IS AS FOLLOWS:
<TABLE>
<CAPTION>
ID Task Name Start Finish Task Owner
-- --------- ----- ------ ----------
<S> <C> <C> <C> <C>
1 [* ]
2 [* ]
3 [* ]
4 [* ]
5 [* ]
6 [* ]
7 [* ]
8 [* ]
9 [* ]
10 [* ]
11 [* ]
12 [* ]
13 [* ]
14 [* ]
</TABLE>
IV. THE ACCEPTANCE TEST PLAN FOR THIS PROJECT WILL BE DEVELOPED FROM THE
FOLLOWING GATP TEST SECTIONS:
- Customer Unique Information Test
- Administrative Function Test
- Interconnect Voice Circuit Test
V. PREVIOUSLY SUPPLIED EQUIPMENT
Listed below is Customer supplied equipment previously purchased and now
provided in support of this Project. The warranty of this equipment will not
change as a result of its incorporation into this Project. Customer is
responsible for shipment of the equipment to the Project location and to insure
that the equipment is functionally acceptable as a component of this Project.
Page 1 of 2
Confidential: Use or disclosure of this document is subject to the
restrictions in the Confidentiality provision.
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 54
<TABLE>
<S> <C> <C>
Motorola/Nextel International Exhibit "A" "A"-8
August 9, 2000 Equipment Purchase Agreement
</TABLE>
(List equipment descriptions and serial numbers, or state "Not applicable")
1.
2.
Motorola and Customer hereby agree that the Equipment, Software, and Services
ordered via the Purchase Orders listed in this Project Agreement constitute a
specific System or System Expansion "Project". This Project shall be delivered,
installed, and acceptance tested in accordance with the Implementation Schedule
in Section III. Acceptance testing shall be in accordance with the Motorola
Generic Acceptance Test Plan Sections listed in Section IV. Installation shall
also be done in accordance with the Motorola Generic Statement(s) of Work listed
in Section I and defined in the Price Book. This Project Agreement is subject to
the terms and conditions of the Customer/ Motorola iDEN Infrastructure 3 Year
Supply Agreement, effective as of June 1, 2000.
[Customer]. MOTOROLA INC.
(AUTHORIZED SIGNATURE)
By: By:
----------------------------- -----------------------------
Name: Name:
----------------------------- -----------------------------
Title: Title:
----------------------------- -----------------------------
Date: Date:
----------------------------- -----------------------------
Page 2 of 2
Confidential: Use or disclosure of this document is subject to the
restrictions in the Confidentiality provision.
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 55
<TABLE>
<S> <C> <C>
Motorola/Nextel International Price Book "B"-1
August 9, 2000 Equipment Purchase Agreement
</TABLE>
EXHIBIT "B"
TO iDEN(R) INFRASTRUCTURE EQUIPMENT PURCHASE AGREEMENT
TECHNICAL OVERVIEW: NOTES ON THE IDEN SYSTEM
68P81095E55-D, VERSION D, DATED MAY 11, 1999
Confidential: Use or disclosure of this document is subject to the
restrictions in the Confidentiality Provision.
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission consisting of 122 consecutive pages pursuant to an
application for confidential treatment pursuant to Rule 24b-2 under the
Securities Act of 1934, as amended.
<PAGE> 56
EXHIBIT "C"
TO iDEN(R) INFRASTRUCTURE EQUIPMENT PURCHASE AGREEMENT
ACCEPTANCE TEST PLAN
For purposes of uniformity and brevity, references to Agreement or to an Exhibit
shall refer to , the above - referenced Agreement to which this document is
Exhibit "C" and to the other Exhibits to that Agreement. All definitions set
forth in the Agreement shall apply hereto, unless otherwise specified herein.
1.0 PURPOSE
The purpose of this Exhibit "C" Acceptance Test Plan is to demonstrate to
Customer that Motorola has delivered the Hardware, Software, and features as
described in and pursuant to the Agreement and its Exhibits.
2.0 SYSTEM AND SYSTEM EXPANSION ACCEPTANCE
Acceptance of all Systems and System Expansions shall be governed by the
requirements set forth below:
2.1 Motorola shall conduct acceptance test procedures in accordance with
Section 4.0, ATP -- Conditional Acceptance, and Section 5.0, ATP -- Final
Acceptance, below. The test procedures shall be contained in the Acceptance Test
Plan (ATP) for each System or System Expansion.
2.2 The ATP shall be based on the Generic Acceptance Test Plan (GATP)
maintained by Motorola and may also include other additional tests mutually
agreed to. The GATP shall be modified as needed to incorporate acceptance test
procedures for newly developed Equipment and Software as part of the Software
general release process and shall reflect the then current acceptance test
procedures available. Any modifications to the GATP shall be made by Motorola to
reflect Equipment or Software or to correct errors or omissions in the GATP. A
copy of the current GATP is attached for reference.
2.3 The scope of the ATP required to achieve ATP -- Conditional Acceptance
and ATP -- Final Acceptance for each specific System or System Expansion shall
be identified and mutually agreed to. The specific System or System Expansion
ATP shall contain only those GATP test procedures required to test the
Equipment, Software, and the associated features ordered and shall be developed
by Motorola based upon portions of the GATP applicable to the mutually agreed
upon scope for ATP -- Conditional Acceptance and ATP -- Final Acceptance. The
Confidential: Use or disclosure of this document is subject to the
restrictions in the Confidentiality provision.
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 57
<TABLE>
<S> <C> <C>
Motorola/Nextel International EXHIBIT "C" "C"-2
August 9, 2000 Equipment Purchase Agreement
</TABLE>
schedule for performance of such specific ATP shall be included in the
Implementation Schedule for the specific System or System Expansion.
2.4 Motorola shall supply to Customer, no later than sixty (60) days prior to
the scheduled commencement of ATP -- Conditional Acceptance or ATP -- Final
Acceptance, as applicable, the particular required test procedures to achieve
the specific System or System Expansion ATP -- Conditional Acceptance and ATP --
Final Acceptance. Customer shall have thirty (30) days following receipt of said
test procedures to review and comment on the content of the test procedures.
2.5 Only those features and items of Equipment and Software supplied by
Motorola in accordance with the definitions of System and System Expansion
contained herein, and installed by Motorola, or installed by Customer in
accordance with Motorola-authored or Motorola-approved published installation
and engineering standards, shall be included in and tested under the ATP for a
System or System Expansion.
2.6 Individual Site tests and the switch test shall be performed in
accordance with the ATP as soon as the individual Sites and switch are
completed. The System test in accordance with the ATP shall be performed as soon
as the switch and Site tests are completed. These tests shall take place even
when all the Sites are not operational if all such unavailable Sites are due to
Customer failure to perform its applicable obligations in accordance with the
Implementation Schedule ("Customer Unavailable Sites"). If there remain
unavailable Sites due to Motorola's failure to perform its applicable
obligations in accordance with the Implementation Schedule, such tests shall be
delayed until the affected Sites become operational.
2.7 The areas served by Customer Unavailable Sites shall not be included in
the System Test. When the Customer Unavailable Sites are completed, the Site
Test shall be completed for any Customer Unavailable Sites. The existence of
Customer Unavailable Sites shall not delay ATP -- Conditional or ATP -- Final
Acceptance as long as the other items necessary for ATP -- Conditional or ATP --
Final Acceptance are complete.
2.8 Customer may order additional testing above and beyond the specific
acceptance test procedures defined in Sections 4.0 and 5.0, below, for a System
or System Expansion. In accordance with Section 7.0 of the Agreement, the
additional test procedures to be performed and the price thereof shall be
identified and mutually agreed to prior to acceptance of an order. The
completion of these additional test procedures shall be outside the scope of the
System or System Expansion ATP and shall not be apart of, nor a precedent to,
ATP -- Conditional Acceptance or ATP -- Final Acceptance of a System or System
Expansion.
2.9 The acceptance test procedures as defined in Sections 4.0 and 5.0 shall
not include, and shall be separate and distinct from, any Software testing
developed and executed in conjunction with, and required to achieve, general
release of Software under the Software Maintenance Program (SMP) of the
Agreement.
Confidential: Use or disclosure of this document is subject to the
restrictions in the Confidentiality provision.
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 58
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<S> <C> <C>
Motorola/Nextel International EXHIBIT "C" "C"-3
August 9, 2000 Equipment Purchase Agreement
</TABLE>
2.10 The conduct of Conditional Acceptance testing procedures shall preclude
Customer from initiating an expansion to a System or System Expansion prior to
the relevant Scheduled Completion Date, unless the parties agree in writing that
such expansion does not result in material delay and/or expense to Motorola in
conducting and/or completing Conditional Acceptance testing procedures in
accordance with the relevant Scheduled Completion Date.
3.0 RESPONSIBILITIES
3.1 Initial System acceptance testing involves both the testing of the FNE
itself and the exercising of interfaces to Systems external to the FNE. For this
reason, testing of all external equipment must be completed prior to
recommencement of FNE acceptance testing to assure its proper functioning. The
Customer is responsible to ensure the proper functioning of equipment not
supplied by Motorola. Initial System acceptance testing shall be a joint
responsibility between Motorola and Customer.
3.2 During Motorola performance of the ATP, Customer shall: (i) place the
System or subsystem in the appropriate condition (i.e. System lockdown)
necessary to permit such testing to be conducted at all reasonable times in
accordance with a schedule to be mutually agreed to by the parties; (ii) make
the Equipment, data, and facilities required for completion of Conditional
Acceptance testing available to Motorola in accordance with such approved
schedule; and (iii) provide free access, ingress and egress to Customer
facilities as reasonably required to perform Conditional Acceptance in
accordance with such approved schedule.
3.3 A qualified member of the Motorola staff, as designated by Motorola, will
serve as acceptance test coordinator. The test coordinator will be responsible
for observing and documenting test results. Customer will provide an acceptance
test monitor who will assist in conducting the test procedure and observe and
verify the tests.
3.4 Motorola shall provide Customer a schedule of the ATP procedures and
notify Customer of the time and place at which such tests are to be conducted.
Customer shall have the right to observe the conduct of the tests and the
results thereof. Customer shall use reasonable efforts to accommodate Motorola's
ATP schedule.
3.5 Customer is responsible for coordinating, with Motorola's assistance, the
activities of any common carrier or other public or private agency, firm, etc.,
whose participation may be required in successfully executing the test plan.
4.0 TEST PROCEDURES FOR ATP -- CONDITIONAL ACCEPTANCE
4.1 The ATP Conditional Acceptance is comprised of four (4) test sections, as
appropriate, to verify performance and functionality of a System or subsystem.
The defined test
Confidential: Use or disclosure of this document is subject to the
restrictions in the Confidentiality provision.
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 59
<TABLE>
<S> <C> <C>
Motorola/Nextel International EXHIBIT "C" "C"-4
August 9, 2000 Equipment Purchase Agreement
</TABLE>
methodologies, target performance goals, timing, reference documents and
applicability to a new System or System Expansion are described below. The test
sections include:
- Customer Unique Information Testing
- Site Operational Readiness
- Interconnect Voice Circuit Testing
- Administrative Function Test
4.2 Customer Unique Information Testing
The Customer Unique Information Testing shall evaluate the implementation of
System unique database elements developed by Motorola utilizing specific
information provided by Customer. The test shall ensure that new System elements
are properly provisioned prior to loading of end users on a new network. The
System unique database may consist of the following database elements, but
Motorola shall specify the database requirements based upon the final System
configuration.
a) MSC Dialplan. Verify the MSC translations by generating incoming and
outgoing calls on each NPA-NXX for each call type to include
supplementary services.
b) Dispatch and Interconnect Voice Server Testing. The voice server
tests shall include the confirmation of functional call processing
on all Site time slots provisioned for I6 dispatch and of functional
call processing on all Site time slots provisioned for I6 and I3
interconnect call applications.
4.3 Site Operational Readiness
Site Operational Readiness will consist of the evaluation of Site Hardware
installations against established Motorola standards. It will follow
installation of each Site when power is available to each Site and all radio
equipment is installed and hooked up. It will ensure that all Motorola-supplied
Equipment is present, properly installed, and connected with other Site
equipment.
4.4 Interconnect Voice Circuit Testing
Interconnect Voice Circuit Testing shall confirm the connectivity and operations
of all voice circuits between the MSC and the BSC Equipment.
4.5 Administrative Function test
Administrative Function Tests will confirm the operation of primary and common
administrative functions available on the Operations Maintenance Center (OMC).
These functions include, but are not limited to, Site build and load, parameter
changes, System statistics gathering, alarm functionality, and making back-ups
on the System.
4.6 Pass/Fail Criteria
Confidential: Use or disclosure of this document is subject to the
restrictions in the Confidentiality provision.
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 60
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<S> <C> <C>
Motorola/Nextel International EXHIBIT "C" "C"-5
August 9, 2000 Equipment Purchase Agreement
</TABLE>
Pass/Fail criteria of individual ATP-Conditional Acceptance tests will be
included within the detailed test procedures delivered by Motorola to Customer
as defined in Section 7.0 below. Pass/fail criteria identified in the ATP --
Conditional Acceptance test procedures will be based on the applicable component
specifications.
4.7 Special Consideration for System Expansions
The ATP for a System Expansion may contain a subset of the acceptance tests for
a System and will be dependent upon the Equipment and Software purchased in the
System Expansion.
4.8 Conditional Acceptance
In the event that commercial service has not yet commenced, ATP -- Conditional
Acceptance for a System or System Expansion shall occur when Motorola has
completed and passed, to mutual agreement, the applicable ATP tests. ATP --
Conditional Acceptance shall not be delayed because of minor (level 4 or below)
test failures. Such defects may be placed on the punchlist for later resolution.
In the event of major test failures caused by level 6 or above defects,
completion of the ATP will be delayed until each such defect is corrected and
the item retested. Defects caused by systemic Software issues that are not
service affecting are covered under the Software Maintenance Program (SMP).
4.9 Customer Performance Test Period
a) Upon completion of the ATP, a Punchlist shall be mutually developed
within [*]. In addition, a [*] Performance Test Period shall commence
immediately following successful completion of the ATP -- Conditional
Acceptance test procedures, to allow Customer to operate the System
to determine if additional failures are found as a result of Motorola
products failure to operate as specified.
b) Prior to completion of the [*] test, Customer may load the System or
System Expansion for a period not to exceed [*] (unless otherwise
mutually agreed to) with [*], or as otherwise mutually agreed to, in
accordance with the terms of the Commercial Service definition in
Section 1.0 of the Agreement, provided this activity does not
interfere with commissioning or System testing. Such loading for
Customer testing purposes shall not trigger Commercial Service.
c) Testing conducted during the [*] Performance Test Period shall be
witnessed by Motorola, and the results, including failures, must be
reproducible and documented by Customer to be included in the
Punchlist. This testing shall be limited to testing of the System
infrastructure functionality tested in the ATP. The testing shall
specifically exclude testing of System RF coverage and voice quality.
Confidential: Use or disclosure of this document is subject to the
restrictions in the Confidentiality provision.
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 61
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<S> <C> <C>
Motorola/Nextel International EXHIBIT "C" "C"-6
August 9, 2000 Equipment Purchase Agreement
</TABLE>
d) To be included in the ATP Punchlist, test failures found during the
Performance Test Period must be Level 6 or above and, upon mutual
agreement, placed on the Punchlist within the [*] Performance Test
Period. Any defects found after the Punchlist is finalized shall be
resolved in accordance with the warranties provided under the
Agreement.
4.10 Customer Certification of Conditional Acceptance
Upon agreement on the contents of the Punchlist, Customer shall endorse the
Motorola provided letter of acceptance signifying occurrence of ATP --
Conditional Acceptance.
5.0 ATP -- FINAL ACCEPTANCE AND CUSTOMER CERTIFICATION
When substantially all Punchlist Items (including all Level 6 and above defects)
are resolved , ATP -- Final Acceptance shall be granted. Such approval shall not
be unreasonably withheld. ATP -- Final Acceptance shall be evidenced by a letter
of acceptance provided by Motorola and signed by Customer.
6.0 ACCEPTANCE GUIDELINES
6.1 In the event that, due to a problem outside Motorola's control, a particular
test or group of tests cannot be completed within the time scheduled, one of
these procedures will be implemented:
a) The affected test or portion of a test may be interrupted and
rescheduled for completion or retesting at some future time.
b) The affected test or portion of a test may be continued to
completion and the Acceptance Test schedule amended as required to
accommodate the remaining tests and the exceptions that failed the
original testing.
c) If the problem results from Customer action or inaction or due to
non-performance of a Customer responsibility, the affected test will
be rescheduled and any additional costs will be borne by Customer.
Motorola will confer with Customer and decide, on a case by case basis, which of
these procedures is appropriate and notify Customer.
6.2 In the event of Customer-caused delays in the implementation of a System
or System Expansion, ATP -- Conditional Acceptance shall be deemed granted 60
days after the ATP -- Conditional Acceptance date set forth in the Project
Implementation Schedule and all payments associated with ATP -- Conditional
Acceptance shall be due and payable as of this date. ATP --
Confidential: Use or disclosure of this document is subject to the
restrictions in the Confidentiality provision.
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 62
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<S> <C> <C>
Motorola/Nextel International EXHIBIT "C" "C"-7
August 9, 2000 Equipment Purchase Agreement
</TABLE>
Final Acceptance for such System or System Expansion shall be deemed granted 90
days after the ATP -- Conditional Acceptance date set forth in the Project
Implementation Schedule and all payments associated with ATP -- Final Acceptance
shall be due and payable as of this date.
7.0 REPORTING RESULTS AND RETESTING
7.1 Test Sequencing
At the completion of each test, a pass/fail determination will be made based on
the performance of FNE Equipment supplied by Motorola and subject to Acceptance
Testing under the Agreement. In the event of test failure, other tests not
effected by the failed test will not be delayed and can continue while remedies
are prepared for the failed test. Failed test procedures will be scheduled for
retesting as appropriate
7.2 Regression Testing
After a test failure has been remedied it will be scheduled for retest. Previous
tests that have passed and that logically could be affected by the remedy for
the failed test will be repeated. Previously passed tests that are logically
unaffected by the remedy for the failed test do not require retesting. Motorola
will determine whether a test is or is not logically affected by any remedy.
7.3 Test Failure Severity Levels
The following table defines the Test Severity Levels to be used in recording
Test Results:
<TABLE>
<CAPTION>
TABLE 1
---------- -------------------------------------------------------------------------------------
LEVEL DESCRIPTION
---------- -------------------------------------------------------------------------------------
<S> <C>
10 Service Affecting. Call processing or traffic handling are severely affected in
some manner by the failure.
---------- -------------------------------------------------------------------------------------
6 Performance Affecting. Some adverse impact on System performance affecting the
quality of service on call processing or traffic handling.
---------- -------------------------------------------------------------------------------------
4 Minor Problem. The failure does not impact call processing, traffic handling, or
System performance, but pass/fail criteria of the test procedure have not been
satisfied.
---------- -------------------------------------------------------------------------------------
3 Documentation. Proper System operation has been observed, but System documentation
referenced in the test procedure is ambiguous, misleading, or incorrect.
---------- -------------------------------------------------------------------------------------
1 Procedural. Proper System operation has been observed, but the test procedure is
ambiguous, misleading, or incorrect.
---------- -------------------------------------------------------------------------------------
0 External. Test failure was caused by equipment not supplied by Motorola or
Equipment supplied by Motorola but not subject to Acceptance Testing under the
current Agreement or R/F interference generated by sources outside the System not
under control of Motorola.
---------- -------------------------------------------------------------------------------------
</TABLE>
Confidential: Use or disclosure of this document is subject to the
restrictions in the Confidentiality provision.
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 63
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<S> <C> <C>
Motorola/Nextel International EXHIBIT "C" "C"-8
August 9, 2000 Equipment Purchase Agreement
</TABLE>
<TABLE>
<S> <C>
---------- -------------------------------------------------------------------------------------
Change Request. Customer has requested a change to test procedures or System
0 characteristics which is beyond the scope of the current Agreement.
---------- -------------------------------------------------------------------------------------
</TABLE>
7.4 Record of Test Results
During the entire Acceptance Test period, the Motorola Coordinator will maintain
a record of test results on the standard data sheets, which will be made
available for review by Customer's Acceptance Test Monitor. In the event of test
failure, the severity of the failure will be determined and recorded. A
description of the extent of the failure will also be recorded, along with
requirements for retesting to demonstrate that the failure has been cleared.
7.5 Acceptance Report
7.5.1 Upon completion of each ATP test, Motorola shall submit to Customer for
approval all test reports setting forth full and accurate test results obtained.
Customer's approval of such test reports shall not be unreasonably withheld or
delayed. The test reports shall also summarize the results of testing conducted.
Each test report shall contain the necessary analysis and collected data to
support conclusions, and copies of the original test data sheets shall be
provided to the Customer.
7.5.2 The completed data sheet will contain all of the test results. Therefore,
it will form the basis for Acceptance of the System. Information on any
Acceptance Test procedures still pending will be included.
7.6 Acceptance
Neither endorsement of the Acceptance Test results nor the issuance of a Letter
of Acceptance will be delayed because of minor (level 4 or below) defects of
Equipment or Software. Motorola will use commercially reasonable efforts to
expeditiously correct such reproducible defects, if any, within 90 days after
ATP -- Conditional Acceptance.
---------------------------
(R)Reg. U.S. Pat. & Tm. Off.
Confidential: Use or disclosure of this document is subject to the
restrictions in the Confidentiality provision.
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 64
<TABLE>
<S> <C> <C>
Motorola/Nextel International EXHIBIT "C" "C"-9
August 9, 2000 Equipment Purchase Agreement
</TABLE>
Confidential: Use or disclosure of this document is subject to the
restrictions in the Confidentiality provision.
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 65
<TABLE>
<S> <C> <C>
Motorola/Nextel International Exhibit "E" "E"-1
August 9, 2000 Equipment Purchase Agreement
</TABLE>
EXHIBIT "E"
TO iDEN(R) INFRASTRUCTURE EQUIPMENT PURCHASE AGREEMENT
SYSTEM MAINTENANCE
For purposes of uniformity and brevity, references to Agreement or to an Exhibit
shall refer to the above-referenced Agreement to which this document is Exhibit
"E" and to the other Exhibits to that Agreement. All definitions set forth in
the Agreement shall apply hereto.
This Exhibit sets forth Motorola's technical maintenance obligations
(collectively, the "System Maintenance") with respect to FNE Equipment or
Software during the warranty periods stated in Section 8 of the Agreement and
any maintenance options purchased by Customer.
Motorola shall provide its "Standard Maintenance Services Plan," as set forth in
Schedules A through C below, during the initial warranty period for each item of
FNE Equipment purchased under the Agreement. The maintenance services in
Schedule B are included in the FNE item's warranty purchase price and shall be
provided for a period of 16 months after the date of Equipment shipment; the
services in Schedules A and C are provided under the terms of the annual
Software Maintenance Program (SMP). An optional maintenance service, referred to
as "Optional Local Engineering Support Services," is also offered by Motorola as
set forth in Schedule D, below. The maintenance option, when selected by
Customer, must be procured in accordance with pricing in the iDEN Infrastructure
Price Book.
MAINTENANCE SERVICE PLANS
The following is a description of the scope of work to be provided by Motorola
under Motorola's Standard Maintenance Services Plan (see Schedules A-C in
Sections 3-5) and Optional Local Engineering Support Services (see Schedule D in
Section 6).
1. SCOPE
1.1 Motorola shall maintain each FNE element covered by a maintenance
plan according to the terms and conditions set forth herein and
for the prices referenced above and in Section 8 of the
Agreement.
1.2 The Standard Maintenance Services Plan shall be provided during
the FNE Equipment warranty period as defined in Section 8 of the
Agreement. The individual segments of the plan may be extended
thereafter at Motorola's then current rates. The plan shall
consist of the following:
1.2.1 Schedule A: Telephone Technical Support
1.2.2 Schedule B: Depot Repair Maintenance.
1.2.3 Schedule C: Software Maintenance.
Confidential: Use or disclosure of this document is subject to the
restrictions in the Confidentiality provision.
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 66
<TABLE>
<S> <C> <C>
Motorola/Nextel International Exhibit "E" "E"-2
August 9, 2000 Equipment Purchase Agreement
</TABLE>
1.3 The optional maintenance services listed below will be provided
when separately purchased in accordance with the iDEN
Infrastructure Price Book:
1.3.1 Schedule D: Optional Local Engineering Support Services.
2. CUSTOMER RESPONSIBILITIES
Customer shall:
2.1 Appoint a System Manager for each System and supply Motorola with
the name, address and telephone number of the System Manager who
shall be responsible for coordination with Motorola personnel and
who shall, at the option of the Customer System Manager, make
available a Customer representative during Motorola performance
of Services.
2.2 Control Site environmental conditions including but not limited
to temperature, humidity, voltage, VSWR, etc. according to FNE
specifications.
2.3 Provide reasonable facilities including, but not limited to,
secure storage space, a designated work space with adequate
temperature control and light, and use of all FNE and
communications facilities, including access to a telephone line.
2.4 Supervise and perform all normal day-to-day System operational
activities.
2.5 Perform System restarts or other maintenance activity as directed
by Motorola service manuals prior to initiating a service call
for any System problem unless previously instructed otherwise by
a Motorola representative.
2.6 Assist Motorola in Motorola's diagnosis of reproducible Software
malfunctions and cooperate with Motorola remote and local
personnel as they provide technical supervision and support to
Customer's maintenance technicians.
2.7 Furnish, maintain and repair equipment, products, and services
supplied by:
2.7.1 The local telephone company (which include but are not
limited to local exchange interface),
2.7.2 Vendors other than Motorola, and
2.7.3 Vendors of mobile and/or other portable subscriber
units.
2.8 Supervise, manage and control its use of the licensed Software
including but not limited to:
2.8.1 Assuring proper machine configuration, program
installation, audit controls and operating methods;
2.8.2 Implementing adequate backup plans, based on alternate
procedures to diagnose, patch and repair Software
defects in the event of a Software malfunction; and
Confidential: Use or disclosure of this document is subject to the
restrictions in the Confidentiality provision.
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 67
<TABLE>
<S> <C> <C>
Motorola/Nextel International Exhibit "E" "E"-3
August 9, 2000 Equipment Purchase Agreement
</TABLE>
2.8.3 Implementing sufficient procedures and checkpoints to
satisfy Customer's requirements for security and
accuracy of input and output as well as restart and
recovery in the event of malfunction. Such procedures
and checkpoints will be provided to and followed by
Motorola.
2.9 Procure its desired test equipment for its own use.
2.10 Procure and stock Field Replaceable Units ("FRUs").
3. SCHEDULE A: TELEPHONE TECHNICAL SUPPORT
Motorola shall provide Customer a telephone number for access to
unlimited twenty-four (24) hour seven (7) days a week telephone
technical support from a Motorola supplied central support function in
Schaumburg, Illinois, as set forth in the SMP Proposal set forth in
Exhibit "O" of the Agreement.
4. SCHEDULE B: DEPOT REPAIR SERVICE
Motorola shall provide depot repair of Field Replaceable Units (FRUs) at
a Motorola repair facility or a repair facility authorized by Motorola
in accordance with Section 8.1 of the Agreement and the terms set forth
below:
4.1 Customer shall determine and identify all FRUs indicated to be
defective and ship, prepaid by Customer, said defective equipment
to the designated Motorola repair facility.
4.2 Motorola will repair and test all defective FRUs and will return
said FRUs to Customer at a location designated by Customer within
a reasonable time after receipt at the Motorola authorized repair
location. Motorola shall pay for shipping to Customer's location.
5. SCHEDULE C: SOFTWARE MAINTENANCE PROGRAM ("SMP")
Pursuant to Section 8.4 of the Agreement, (i) Exhibit "K" sets forth the
pricing for SMP, (ii) the subsections below set forth SMP general terms,
(iii) the proposal set forth in Exhibit "O" further defines the SMP
services and pricing for 2000, and (iv) Motorola periodically shall make
proposals governing SMP services and pricing for the remaining portions
of the term of the Agreement. The license for Software provided during
the SMP shall be provided in accordance with Exhibit "F" to the
Agreement.
5.1 Definitions
CERTIFICATION - The approval by Motorola that Customer's current
Software is in acceptable condition for coverage under the
Software Maintenance Program.
FEATURE - A new Software functionality or substantial performance
improvement that is made available to Customer for the then
current Software release.
Confidential: Use or disclosure of this document is subject to the
restrictions in the Confidentiality provision.
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 68
<TABLE>
<S> <C> <C>
Motorola/Nextel International Exhibit "E" "E"-4
August 9, 2000 Equipment Purchase Agreement
</TABLE>
FIRMWARE - Software in object code form that is implanted in
hardware such as, by example and not limitation: ROM (Read Only
Memory); PROM (Programmable Read Only Memory); or EPROM (Erasable
Programmable Read Only Memory).
MAJOR RELEASE - The issue of Software and any superseding issue
thereof which adds to, improves, or enhances existing Software
Features and capabilities involving more extensive changes to the
underlying source code or the user interface than is the case in
a Point Release. A Major Release may also correct defects in
earlier releases.
NEW FEATURE RELEASE - A Major Release which contains one or more
new Features.
POINT RELEASE - A superseding issue of the Software which adds
to, improves, or enhances existing Features and capabilities of
the Major Release of Software with which it is associated. A
Point Release may also correct defects in earlier releases.
REHOSTING - The integration of SP Software into Customer's
current release of Software.
SOFTWARE PATCH - Software that corrects or removes a reproducible
anomaly or "bug" in an existing Major Release.
SOFTWARE UPDATES - Those Software "fixes" and "patches" issued by
Motorola which correct a reproducible service-affecting defect in
a Major Release of the Software, whether or not such defect
applies to Software furnished to Customer under this Agreement.
Software Updates do not include Point Releases or Major Releases,
and do not represent an upgrade to or enhancement of existing
Software performance levels.
SPECIAL PRODUCT SOFTWARE (SP) - Features developed for Customer
which contain Customer unique features and/or functionality.
5.2 All Major Releases and Software Updates (not Optional Features)
made available by Motorola to any other iDEN customer shall be
made available to Customer free of charge (except for SMP
charges).
5.3 Optional Features and SP Software may be included in SMP at
additional cost which shall be added to the base SMP rate and
included as part of the annual audit set forth in Section 5.14.
5.4 Travel and associated expenses for on-site visits by Motorola
personnel are not covered by this SMP unless, in Motorola's
judgment, such travel is required to perform the warranty work or
is provided for under the "iDEN System Software Loading Support
Services"section of the SMP Proposal set forth in Exhibit "O".
Confidential: Use or disclosure of this document is subject to the
restrictions in the Confidentiality provision.
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 69
<TABLE>
<S> <C> <C>
Motorola/Nextel International Exhibit "E" "E"-5
August 9, 2000 Equipment Purchase Agreement
</TABLE>
5.5 Customer may purchase Motorola FNE additions required to
accommodate new features and/or functionality at an additional
charge to Customer as set forth in the iDEN Infrastructure Price
Book. Motorola shall notify Customer of any additional hardware
requirements as soon as they are aware that such additional
hardware is necessary. Motorola failure to notify Customer of
material changes in hardware, when known prior to Customer order
of such features or functions, will result in cancellation of the
original order and allowance for the Customer to reconsider its
wish to proceed.
5.6 After completion of an SMP coverage period, if Customer declines
to purchase and extend the SMP for a future term or if Customer
terminates a subsequent SMP and thereby allows SMP coverage to
lapse for a System, Motorola must certify (as described in
Section 5.7 herein) the System before Motorola will make the SMP
available to Customer for such System for another term.
5.7 Certification for SMP consists of the following: (1) Motorola
will audit Customer's System at Customer's expense; (2) Motorola
will identify the FNE and/or IPL that must be purchased by
Customer, if any, in order to bring Customer's System to the
current release level (this includes back payment of all lapsed
SMP); (3) Customer must acquire such FNE and/or IPL; and (4) once
Customer has purchased the necessary items, Motorola will certify
Customer's System and make SMP available to Customer at the then
current Motorola price.
5.8 While Customer is enrolled in the SMP, Motorola shall provide all
labor necessary to correct any service-affecting Software defects
for the full warranty period and for any period the Software is
covered by the SMP, without charge to Customer, and in accordance
with the warranty provisions contained in Exhibit "F".
5.9 During the period SMP is purchased by Customer, Motorola shall
provide the services defined in Schedule A (Telephone Technical
Support) under SMP.
5.10 Customer shall be responsible for the first level of maintenance,
including but not limited to diagnosis and isolation of
reproducible Software malfunctions. In the event of any such
Software malfunction, Customer shall notify Motorola immediately,
followed by written confirmation of such notice. Motorola will
acknowledge receipt of verified reproducible Software
malfunctions and will promptly provide such service as is
necessary to correct service-affecting defects in accordance with
the published Motorola specifications. Customer shall be
responsible for the installation of new Releases, Updates and
associated Firmware.
5.11 SMP applies only to the Software as supplied or modified by
Motorola. Modifications, attempted modifications, or additions to
the Software by Customer or by any party other than Motorola is a
breach of the Software License contained in Exhibit "F" to the
Purchase Agreement and will void all obligations of Motorola
under the SMP.
Confidential: Use or disclosure of this document is subject to the
restrictions in the Confidentiality provision.
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 70
<TABLE>
<S> <C> <C>
Motorola/Nextel International Exhibit "E" "E"-6
August 9, 2000 Equipment Purchase Agreement
</TABLE>
5.12 Motorola shall have no obligation to support any Software other
than the current Release and the immediately preceding Major
Release.
5.13 The SMP supplied to Customer during the warranty period shall be
automatically renewed on a yearly basis.
5.14 Customer shall agree to yearly audits by Motorola of Systems
configurations and capacities in order to calculate the new SMP
price. The new SMP price for the following year shall be
calculated at the end of each calendar year and shall be based on
the Products in Commercial Service at that time. If Customers'
initial SMP coverage expires prior to December 31, the renewal
period shall expire on December 31, and Customer shall be charged
for the pro rata amount of the SMP fee to cover the period from
expiration to December 31 of that year. The next renewal period
shall begin on January 1 of the next year.
5.15 The Software Maintenance Program (SMP) Proposal set forth in
Exhibit "O" shall be subject to the terms and conditions of the
Agreement into which this Exhibit "E" is incorporated. The
following statement in the "Additional Terms and Conditions"
subsection of Section 4 to Exhibit "O" is therefore superceded:
Except as modified herein, all terms and conditions of the
[See schedule Item 4] shall apply to any resultant Purchase
Order and shall supersede and replace any preprinted terms
and conditions contained on said Purchase Order.
6. SCHEDULE D: OPTIONAL LOCAL ENGINEERING SUPPORT SERVICES
The following Service option is offered by Motorola to Customer
concurrently with the maintenance service contained in Schedules A
through C during the warranty period and may be extended on an annual
basis.
6.1 LOCAL ENGINEERING SUPPORT
Motorola shall provide local engineering support to Customer in
accordance with the selected MSO warranty in the iDEN
Infrastructure Price Book for each new switch purchased. Said
engineering support shall aid in troubleshooting switch issues,
provide telephone support to troubleshoot issues for remote BSC
and EBTS sites, and be available during Customer's normal working
hours (the equivalent of 8:00 am to 5:00 pm), Monday through
Friday.
7. SERVICE LIMITATIONS AND EXCLUSIONS
The following applies to any of the Maintenance Service Plans contained
in this Exhibit.
7.1 Service does not include installation for System hardware
expansions requested by Customer.
Confidential: Use or disclosure of this document is subject to the
restrictions in the Confidentiality provision.
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 71
<TABLE>
<S> <C> <C>
Motorola/Nextel International Exhibit "E" "E"-7
August 9, 2000 Equipment Purchase Agreement
</TABLE>
7.2 Service does not include: normal system operating
responsibilities; the provision of operating supplies or
replacement of consumable supplies; electrical work external to
the Switch; or any other functions not required per this Exhibit
"E".
7.3 Service does not include maintenance or repair of towers,
antennas, transmission lines, telephone lines, microwave
equipment, building's HVAC, or back-up generators unless such
products are provided by Motorola.
7.4 Movement of equipment and reinstallation by anyone not authorized
by Motorola may void any obligation or warranty by Motorola. Such
authorization by Motorola will not be unreasonably withheld.
7.5 Customer shall not modify, remove, or obliterate the bar code,
serial number, or other identifying mark(s) on the products. Any
Product so altered and in need of repair shall be repaired at the
sole discretion of Motorola.
7.6 Motorola shall have no obligation to repair or replace items when
such repair or replacement is caused by the following:
7.6.1 An event of Force Majeure. However, Motorola agrees,
upon Customer's request, to participate with Customer
and make an assessment with respect to any damage as a
result of such event and to provide a quotation with
respect to the repair and/or replacement of the items
damaged.
7.6.2 Acts of vandalism.
7.6.3 Attempts by other than personnel authorized by Motorola
to repair, maintain, install or modify the equipment, or
if the product is used in other than its normal and
customary manner;
7.6.4 Customer's failure to maintain prescribed environmental
conditions or external electrical tolerances.
7.6.5 Damage which occurs during shipment from Customer to
Motorola.
7.6.6 Replacement or malfunction of consumable items such as
printing ribbons.
7.6.7 Failure of any part of the Interconnected Carrier
equipment.
---------------------------
(R)Reg. U.S. Pat. & Tm. Off.
Confidential: Use or disclosure of this document is subject to the
restrictions in the Confidentiality provision.
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 72
<TABLE>
<S> <C> <C>
Motorola/Nextel International Exhibit "E" "E"-8
August 9, 2000 Equipment Purchase Agreement
</TABLE>
Confidential: Use or disclosure of this document is subject to the
restrictions in the Confidentiality provision.
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 73
<TABLE>
<S> <C> <C>
Motorola/Nextel International Exhibit "F" "F"- 1
August 9, 2000 Equipment Purchase Agreement
</TABLE>
EXHIBIT "F"
TO iDEN(R) INFRASTRUCTURE EQUIPMENT PURCHASE AGREEMENT
SOFTWARE LICENSE
For purposes of uniformity and brevity, references to Agreement or to an Exhibit
shall refer to the above - referenced Agreement to which this document is
Exhibit "F" and to the other Exhibits to that Agreement, except as otherwise
stated herein. All definitions set forth in the Agreement shall apply hereto
except as otherwise expressly defined herein.
1. DEFINITIONS
Features - Features include Optional Features and Standard Features.
Initial Program Load (IPL) - The Initial Program Load contains the
Operating System Software (O/SS) and the Standard Features of the current
Software Release.
Initial License Fee (ILF) - The Initial License Fee is the License Fee for
using the O/SS, and all Standard Features included in the IPL. This fee
does not cover the use of any Optional Features. This fee also does not
cover the use of Software on expansion equipment associated with Network
Elements, unless such expansion equipment is installed when Customer pays
the Initial License Fee.
License Fee - License Fee means the fee paid by Customer pursuant to
Section 6.1.4 of the Agreement for the right to use Software in accordance
with the terms of this Exhibit.
Network Elements - Network Elements refer to the network infrastructure
components, including those components associated with Internet Protocol
(IP) network architecture. Network Elements include, but are not limited
to, the Fixed Network Equipment (FNE), and any expansions or
sub-components thereof. Network Elements may be either manufactured or
supplied by Motorola or by third parties.
Network Features - Network Features allow specialized communication
between any Network Elements.
Operating System Software (O/SS) - The O/SS brings the hardware platform
to a state of readiness that allows Standard and Optional Features to run.
Operational Features - Operational Features improve the overall non-call
performance of the network. Non-call performance includes increased call
quality, increased availability and decreased cost of ownership. Examples
of Operational Features include Billing Features, CAMP Terminal
Expansions, Interference Cancellation, and Multiple Alarm Expansions.
Confidential: Use or disclosure of this document is subject to the
restrictions in the Confidentiality provision.
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 74
<TABLE>
<S> <C> <C>
Motorola/Nextel International Exhibit "F" "F"- 2
August 9, 2000 Equipment Purchase Agreement
</TABLE>
Optional Features - Optional Features provide incremental functionality
beyond the Standard Release and require the purchase of individual feature
licenses. Optional Feature categories include Subscriber Features, Network
Features and Operational Features.
Software - Software is any computer program, including the O/SS, the
Features and any other computer program, whole or partial copies of a
computer program, adaptations, derivative works, modifications,
translations, updates or enhancements of all or part of a computer
program, documentation associated with a computer program, and the
techniques and ideas embodied and expressed in a computer program
(including but not limited to the structure, sequence and organization of
a computer program.) A computer program comprising Software under this
Agreement is in any medium (including but not limited to all types of
permanent or semi-permanent memory or storage devices, in hard-wired logic
instructions, or in any electronic medium) and in any form (for example,
human or machine-readable form), and a computer program is furnished
directly or indirectly by Motorola to Customer, or, to the extent
permitted under this Agreement, is a Customer's copy, adaptation,
derivative work, modification, translation, update or enhancement of a
computer program furnished directly or indirectly by Motorola to Customer.
The computer programs comprising Software may be used solely in
conjunction with the System Configuration. NOTWITHSTANDING THE FOREGOING,
THE TERM SOFTWARE SHALL NOT INCLUDE THIRD PARTY COMPUTER PROGRAMS PROVIDED
UNDER SEPARATE LICENSE AGREEMENTS SUCH AS SHRINK-WRAP LICENSE AGREEMENTS,
OR THIRD PARTY COMPUTER PROGRAMS NOT LICENSABLE UNDER THE TERMS OF THIS
AGREEMENT, SUCH AS THIRD PARTY COMPUTER PROGRAMS PROVIDED UNDER THE FREE
SOFTWARE FOUNDATION'S GENERAL PUBLIC LICENSE. Any reference herein to
Software being "sold" or "purchased" shall in fact be deemed to be a
reference to Software being "licensed."
Software Release - A Software Release is a new version of Software that
contains new Standard Features, O/SS upgrades, and those Optional Features
that have been licensed separately and individually by Customer.
Standard Features - Standard Features are included in the current Software
Release at no additional charge. Included in the Standard Features is the
Call Processing functionality that allows the Network Elements to operate
as a wireless communications system.
Subscriber Features - Subscriber Features are those that can either be
offered on a per-subscriber or per-traffic channel basis and/or which are
apparent as features to the subscriber. Examples of Subscriber Features
include Caller Preview Service, Message Waiting Notification and
Authentication.
System Configuration - System Configuration means the combination of
Software and Network Elements installed in the System for which the most
recent License Fees due under the terms of this Agreement have been paid
by Customer. (For the purposes of this
Confidential: Use or disclosure of this document is subject to the
restrictions in the Confidentiality provision.
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 75
<TABLE>
<S> <C> <C>
Motorola/Nextel International Exhibit "F" "F"- 3
August 9, 2000 Equipment Purchase Agreement
</TABLE>
definition, a Network Element does not include that expansion equipment
associated with such Network Elements if such expansion equipment has not
yet been installed.)
2. LICENSE GRANT
2.1 Concurrent with execution of the Agreement and subject to the
payment of applicable License Fees hereunder, Motorola grants to
Customer a personal, perpetual, revocable, limited, non-exclusive
and non-transferable license under applicable copyrights and trade
secret rights to use Software in connection with the System
Configuration. The term "use" means to load, execute, store or
display the Software, for the purpose of operating or maintaining
the System Configuration. The term "maintain" means performing
diagnostic and testing functions consistent with Customer's
obligation to provide first echelon diagnosis under the Software
warranty set forth in the Agreement.
2.2 The following License Fees for the use of Software on the initial
System Configuration are set forth in Exhibit A of the Agreement:
(i) ILF; and (ii) License Fees for specified Optional Features.
2.3 Changes to System Configuration and/or additional use of existing
Software (by Network Elements or subscribers) may require payment
of additional License Fees. Examples of changes to System
Configuration and/or additional Software uses include, but are not
limited to, the following:
(i) use of additional Optional Features;
(ii) increased capacity of Optional Features;
(iii) increased call processing capacity;
(vi) expansion of Network Elements (e.g. increase in the number
of trunk shelves);
(vii) addition of Network Elements.
3. LIMITATIONS ON USE OF SOFTWARE
3.1 The Software is Confidential Information of Motorola or its
licensors. Customer agrees to keep confidential, in accordance with
the terms of the Agreement, and not use, provide or otherwise make
available in any form any Software or its contents, or any portion
thereof, to any third party.
3.2 Customer shall not translate, modify, merge, adapt, de-compile,
disassemble, or reverse engineer the Software or any portion
thereof.
Confidential: Use or disclosure of this document is subject to the
restrictions in the Confidentiality provision.
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 76
<TABLE>
<S> <C> <C>
Motorola/Nextel International Exhibit "F" "F"- 4
August 9, 2000 Equipment Purchase Agreement
</TABLE>
3.3 Customer shall notify Motorola in the event that it has purchased
Network Elements from a third party. Motorola shall have the right
to audit Customer's System Configuration at any time for the
purpose of calculating any additional License Fees which may be due
pursuant to Section 2.3. Notwithstanding any Software warranty or
other performance requirements included in the Agreement, Motorola
shall have no responsibility for the operation of Software on
components that have not been originally packaged together by
Motorola.
3.4 Subsequent transfers or sale of Network Elements by Customer may
require the transferee or purchaser to obtain a Software license
from Motorola, as well as payment of applicable license fees, prior
to the use of Software by the transferee or purchaser. Customer
shall notify Motorola upon such transfer or sale in order to permit
Motorola to grant a Software license to the transferee or
purchaser, if appropriate.
4. RIGHT TO COPY, PROTECTION AND SECURITY
4.1 Software provided hereunder may be copied (for back-up purposes
only) in whole or in part, in machine-readable form for Customer's
internal use only, provided, however, that no more than two (2)
printed copies and two (2) machine-readable copies will be in
existence at any one time without the prior written consent of
Motorola, other than copies resident in the System Configuration.
4.2 With reference to any copyright notice of Motorola associated with
Software, Customer agrees to include the same on all copies it
makes in whole or in part. Motorola's copyright notice may appear
in any of several forms, including machine-readable form. Use of a
copyright notice on the Software does not imply that such has been
published or otherwise made generally available to the public.
4.4 Software and any copy of Software is the sole and exclusive
property of Motorola or its licensors and no title or ownership
rights to the Software or any of its parts is transferred to
Customer.
4.5 Customer acknowledges that it is the responsibility of Customer to
take all reasonable measures to safeguard Software and to prevent
its unauthorized use or duplication.
5. REMEDIES
Customer acknowledges that violation of the terms of this Exhibit or the
Agreement shall cause Motorola irreparable harm for which monetary damages
may be inadequate, and Customer agrees that Motorola may seek temporary or
permanent injunctive relief without the need to prove actual harm in order
to protect Motorola's interests.
6. TERMINATION
Confidential: Use or disclosure of this document is subject to the
restrictions in the Confidentiality provision.
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 77
<TABLE>
<S> <C> <C>
Motorola/Nextel International Exhibit "F" "F"- 5
August 9, 2000 Equipment Purchase Agreement
</TABLE>
6.1 Any license granted hereunder may be terminated by Customer upon
one (1) month's prior written notice.
6.2 Motorola may revoke any license granted hereunder if Customer is in
default of any of the terms and conditions of the Agreement or
Exhibits, and such revocation shall be effective if Customer fails
to correct such default within ten (10) days after written notice
thereof by Motorola.
6.3 Within one (1) month after termination or revocation of any
license, Customer shall furnish to Motorola a document certifying,
through its best efforts and to the best of its knowledge, the
original and all copies in whole or in part of all Software, in any
form, including any copy in an updated work, have been returned to
Motorola or destroyed.
7. LICENSEE RIGHTS
7.1 Nothing contained herein shall be deemed to grant, either directly
or by implication, estoppel, or otherwise, any license under any
patents or patent applications of Motorola or Motorola's licensors,
except where an license may arise by operation of law, and only to
the extent that such license is necessary to operate the System.
7.2 During the term of the license granted pursuant to Section 2 herein
and for a period of one year after expiration or termination,
Motorola, its licensor(s), or their representatives may, upon prior
notice to Customer: (i) inspect the files, computer processors,
equipment, facilities and premises of Customer during normal
working hours to verify Customer's compliance with this Agreement;
and (ii) while conducting the inspection, copy or retain any item
that Customer may possess in violation of the license or the
Agreement.
7.3 Customer acknowledges that the provisions of this Exhibit are
intended to inure to the benefit of Motorola and its licensors.
Customer acknowledges that Motorola or its licensors have the right
to enforce these provisions against Customer, whether in Motorola's
or its licensor's name.
7.4 THIRD PARTY COMPUTER PROGRAMS NOT LICENSABLE UNDER THE TERMS OF
THIS AGREEMENT, SUCH AS THIRD PARTY COMPUTER PROGRAMS PROVIDED
UNDER THE FREE SOFTWARE FOUNDATION'S GENERAL PUBLIC LICENSE, ARE
ONLY LICENSED TO THE EXTENT ALLOWED BY THE ORIGINAL LICENSOR.
PURSUANT TO CUSTOMER'S REQUEST, WITH RESPECT TO COMPUTER PROGRAMS
PROVIDED UNDER THE FREE SOFTWARE FOUNDATION'S GENERAL PUBLIC
LICENSE ("FREEWARE PROGRAMS"), (i) SUCH FREEWARE PROGRAMS SHALL BE
IDENTIFIED BY MOTOROLA, USING
Confidential: Use or disclosure of this document is subject to the
restrictions in the Confidentiality provision.
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 78
<TABLE>
<S> <C> <C>
Motorola/Nextel International Exhibit "F" "F"- 6
August 9, 2000 Equipment Purchase Agreement
</TABLE>
COMMERCIALLY REASONABLE BEST EFFORTS AND TO THE BEST OF MOTOROLA'S
KNOWLEDGE AND (ii) FOR A PERIOD OF THREE YEARS AFTER RECEIPT OF
SUCH FREEWARE PROGRAMS, A FREE COPY OF THE SOURCE CODE OF THE
FREEWARE PROGRAMS IN MACHINE-READABLE FORM SHALL BE PROVIDED BY
MOTOROLA (ALTHOUGH DISTRIBUTION FEES MAY BE APPLICABLE).
8. ENTIRE UNDERSTANDING
Notwithstanding anything to the contrary in other agreements, purchase
orders or order acknowledgments, the Agreement and this Exhibit F set
forth the entire understanding and obligations regarding use of Software,
implied or expressed.
---------------------------
(R)Reg. U.S. Pat. & Tm. Off.
Confidential: Use or disclosure of this document is subject to the
restrictions in the Confidentiality provision.
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 79
<TABLE>
<S> <C> <C>
Motorola/Nextel International Exhibit "G" "G"-1
August 9, 2000 Equipment Purchase Agreement
</TABLE>
EXHIBIT "G"
TO iDEN(R) INFRASTRUCTURE EQUIPMENT PURCHASE AGREEMENT
TRAINING
For purposes of uniformity and brevity, references to Agreement or to an Exhibit
shall refer to the above-referenced Agreement to which this document is Exhibit
"G" and to the other Exhibits to that Agreement. All definitions set forth in
this Agreement shall apply hereto. Payment of the fee set forth in the then
current iDEN Training Catalog shall evidence incorporation of this Exhibit "G"
into the Agreement.
Technical Training is intended for System Operators, Maintenance personnel,
Supervisor and Management personnel responsible for operation of an iDEN System
who possess the necessary prerequisite knowledge, including but not necessarily
limited to knowledge of telephony, digital communications and networking, logic
circuitry, Pulse Code Modulation theory, and RF Technology.
1.0 GENERAL
1.1 The series of sub-component courses presented in the iDEN
Training Catalog are primarily intended for delivery at the iDEN
Technical Training Center in Schaumburg, IL, using dedicated
training equipment and training facilities. Some level 1 courses
can be delivered at the Customer premises.
1.2 The training pricing shown in the iDEN Training Catalog includes
all instructional services and student course materials for use
by Customer's students. No license is granted for further
reproduction or distribution of these Motorola developed training
materials provided during the class sessions.
1.3 All training will be conducted in English and all course material
will be in English, unless otherwise agreed by both parties
1.4 For classes conducted at Motorola facilities in Schaumburg, IL,
any and all other expenses incurred by Customer's student
attendees, including but not limited to travel, meals, lodging
and personal entertainment, are the responsibility of Customer or
the attendee.
1.5 For instructional services, consulting, or classes conducted at a
Customer-supplied facility, or for any location other than
Motorola facilities in Schaumburg, IL, Customer shall be
responsible for the payment of all incidental expenses resulting
from the training session. This would include but not be limited
to facilities costs such as meeting room costs or equipment
rental, plus Customer or attendee food, travel, and lodging
expenses. Instructor expenses (food, travel and lodging) will be
passed through to the Customer at cost.
1.6 The courses utilized in support of the iDEN System will, in most
cases, be divided between periods of lecture and periods of
practical "Hands-On" training. Courses
Confidential: Use or disclosure of this document is subject to the
restrictions in the Confidentiality provision.
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 80
<TABLE>
<S> <C> <C>
Motorola/Nextel International Exhibit "G" "G"-2
August 9, 2000 Equipment Purchase Agreement
</TABLE>
conducted at Customer location will utilize customer-supplied
product, terminals, test equipment and related paraphernalia for
the practical "Hands-On" sessions. Motorola reserves the right to
subcontract training to authorized Motorola training departments
outside of the Network Solutions Sector (NSS), and/or
subcontractors of Motorola.
2.0 TECHNICAL TRAINING PLAN DESCRIPTION
2.1 One of the many initiatives of iDEN technical training is to
provide training that will help Customer participants perform
their jobs more efficiently. To do this, Motorola's technical
training representatives interviewed managers, and more
importantly, the technicians and engineers who actually do the
work to find out what the Customer's needs are to maintain the
iDEN infrastructure.
2.2 The Technical Training Curriculum is divided into 3 levels.
A. Level 1 is for someone new to the MSO environment
B. Level 2 is designed to train individuals how to maintain
and troubleshoot the infrastructure.
C. Level 3 will teach the technicians and engineers advanced
concepts and troubleshooting techniques.
All equipment maintenance courses will be structured to provide
servicing information consistent with the service plan
established by Motorola. No component level servicing information
is included in this training plan for any Fixed or Subscriber
equipment within this System.
3.0 SCHEDULING OF TRAINING
The training curriculum available in the iDEN Training Catalog will be
accompanied by the schedule for all of the classes held in the Motorola
Training facility in Schaumburg, IL. Training that can be delivered at
the Customer location will be scheduled depending on instructor
availability and the acceptance of the proposed quote. These field
classes may be subject to change based on resource, equipment, and
System availability. To ensure a wider range of available training
dates, scheduling requests should be made at least 120 days in advance
of the start of the requested delivery date. At the time of Customer's
request for scheduling, Motorola will confirm the request and will
inform Customer of changes that may have occurred in course length,
delivery location, content or source that would materially affect the
training session.
4.0 DELIVERABLES FOR TECHNICAL TRAINING AND TECHNICAL TRAINING-RELATED
PRODUCTS
The Curriculum list in the iDEN Training Catalog shows the course titles
for each of the expected classes in each of the three training levels.
The lists of training courses are subject to revision, based on changes
in Customer's System hardware and software. In addition, training course
title, content, source and desired location is subject to change.
Confidential: Use or disclosure of this document is subject to the
restrictions in the Confidentiality provision.
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 81
<TABLE>
<S> <C> <C>
Motorola/Nextel International Exhibit "G" "G"-3
August 9, 2000 Equipment Purchase Agreement
</TABLE>
Course Descriptions for each of these training courses are shown in the
attached iDEN Training Catalog.
5.0 TECHNICAL TRAINING PREREQUISITES
Each of the courses or course levels shown in the catalog has one or
more prerequisites.
In general, if a course is to be taken without completing the suggested
prerequisites for that particular course, the prerequisite waiver form
located in the catalog must be completed and attached to the
registration form. The filling out of this waiver form indicates that
the specified individual has the equivalent experience, and/or knowledge
base, to assimilate the course content without completing the suggested
prerequisites. It also indicates that the individual is registering
without having taken the prerequisites but is part of the target
audience.
6.0 COURSE DESCRIPTIONS
The course descriptions set forth in Motorola's Training Catalog shall
be considered a representative sample of the courses available to
Customer. All material in the catalog is subject to change.
---------------------------
(R)Reg. U.S. Pat. & Tm. Off.
Confidential: Use or disclosure of this document is subject to the
restrictions in the Confidentiality provision.
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 82
<TABLE>
<S> <C> <C>
Motorola/Nextel International Exhibit "H" "H"-1
August 9, 2000 Equipment Purchase Agreement
</TABLE>
EXHIBIT "H"
TO iDEN(R) INFRASTRUCTURE EQUIPMENT PURCHASE AGREEMENT
DOCUMENTATION
For purposes of uniformity and brevity, references to Agreement or to an Exhibit
shall refer to the above-referenced Agreement to which this document is Exhibit
"H" and to the other Exhibits to that Agreement. All definitions set forth in
the Agreement shall apply hereto.
Motorola commits to provide Customer documents on the subject matter set forth
in this Exhibit (the "Documentation"). Motorola shall have sole discretion as to
the particular documents and media (printed copy, compact disk, online access,
etc.) by which the Documentation is conveyed to Customer.
1. DOCUMENTATION SUBJECT MATTER
With respect to the System in general, the following topics are
addressed in the Documentation:
1.1 System Description. This information provides an overview of the
operation, hardware (block diagrams), and software (data flow
diagrams) that make up the iDEN System.
1.2 Operation. Description of how to operate the iDEN System,
including loading procedures, commands, operational modes, and
alarm descriptions.
1.3 Command Reference. The information in this category serves as a
reference guide of the system command line interface commands,
including command syntax, parameters, default values and
examples. This information may be provided as a separate
reference or included in some volumes. In some instances, this
information supplements the on-line help and release
Documentation that accompanies new software releases.
1.4 System Administration. The information in this category provides
procedures for tasks to be performed by the system administrator.
1.5 Operator Procedures. The information in this category provides
procedures for tasks to be performed by the system operator.
1.6 Performance Analysis. The information in this category provides
details concerning measurement reports and non-proprietary stored
data formats generated by the RF subsystem.
Confidential: Use or disclosure of this document is subject to the
restrictions in the Confidentiality provision.
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 83
<TABLE>
<S> <C> <C>
Motorola/Nextel International Exhibit "H" "H"-2
August 9, 2000 Equipment Purchase Agreement
</TABLE>
1.7 System Alarm Message Description. The information in this
category serves as an alphabetized reference guide of system
alarm messages, including a definition and description of each
alarm and event.
1.8 Glossary of Terms and Acronyms. The information in this category
provides an alphabetized listing of terms and acronyms, together
with associated definitions.
1.9 Hardware Installation. The information in this category contains
information pertaining to installation of the iDEN System modules
and subsystems.
1.10 Functional Description. The information in this category
describes the overall theory, function and operation of various
subsystems of the iDEN System.
2. THIRD PARTY DOCUMENTATION
At Motorola's option, third-party Documentation may be supplied to
support the operation and maintenance of the iDEN System.
3. CHANGES AND UPDATES
Motorola agrees to supply Customer updates to the standard Documentation
at no additional charge and upon general availability.
4. DELIVERY
Motorola shall deliver the Documentation to Customer with the
Infrastructure Equipment, Software and other Products, but in no event
later than Conditional Acceptance of the System.
5. COPYRIGHT
All Motorola-supplied Documentation is copyrighted by Motorola, Inc.,
except for that Documentation copyrighted by vendors or third parties.
No reproduction rights for the Motorola-supplied Documentation are
granted by this Exhibit.
6. ADDITIONAL COPIES
Copies of product Documentation are provided with the delivery of the
iDEN System. Additional copies are available from Motorola at a nominal
charge, as requested by the Customer. Copies may be obtained from the
Customer's Program Management or directly from the Motorola.
Confidential: Use or disclosure of this document is subject to the
restrictions in the Confidentiality provision.
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 84
<TABLE>
<S> <C> <C>
Motorola/Nextel International Exhibit "H" "H"-2
August 9, 2000 Equipment Purchase Agreement
</TABLE>
7. LANGUAGE
Documentation is available from Motorola in English. Other languages may
be available for certain documents, or translation may be arranged at
the Customer's expense.
---------------------------
(R)Reg. U.S. Pat. & Tm. Off.
Confidential: Use or disclosure of this document is subject to the
restrictions in the Confidentiality provision.
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 85
<TABLE>
<S> <C> <C>
Motorola/Nextel International Exhibit "K" Equipment Purchase Agreement
July 28, 2000 D6 "K"-1
</TABLE>
NEXTEL INTERNATIONAL INC. (NH) SMP PRICING SUMMARY - VERSION 5, 3/28/00
[*]
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission consisting of four consecutive pages pursuant to an
application for confidential treatment pursuant to Rule 24b-2 under the
Securities Act of 1934, as amended.
Confidential
<PAGE> 86
<TABLE>
<S> <C> <C>
Motorola/Nextel International Price Book "L"-1
August 9, 2000 Equipment Purchase Agreement
</TABLE>
EXHIBIT "L"
TO iDEN(R) INFRASTRUCTURE EQUIPMENT PURCHASE AGREEMENT
PRICE BOOK, VERSION 3.1, JULY 28, 2000
Confidential: Use or disclosure of this document is subject to the
restrictions in the Confidentiality Provision.
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission consisting of 387 consecutive pages pursuant to an
application for confidential treatment pursuant to Rule 24b-2 under the
Securities Act of 1934, as amended.
<PAGE> 87
Motorola/Nextel International Exhibit "M" "M" -1
August 9, 2000
EXHIBIT "M"
TO IDEN(R) INFRASTRUCTURE SUPPLY AGREEMENT
LISTING OF "YEAR 2000 COMPLIANT" PRODUCTS
The products delivered under the Agreement are currently fully "Year 2000
Compliant" (Category A) except for the products identified on the equipment
list as Category C.
For the third party product identified on the equipment list as Category C, the
warranty set forth in Section 8.6 of the Agreement applies only as it relates
to the specific functions of that product necessary in the performance of the
System provided under this Agreement. If Customer requires Year 2000
information for other uses of these products, Customer must contact directly
the third party supplier.
<TABLE>
<CAPTION>
CATEGORY SUBYSTEM DEVICE MANUFACTURER/ VERSION SYSTEM RELEASE
-------- --------- ------ ------------- ------- --------------
VENDOR
------
<S> <C> <C> <C> <C> <C>
A
C
A
A
A
C
C
C
[ * ]
C
C
A
A
A
C
C
C
C
C
C
C
</TABLE>
Confidential: Use or disclosure of this document is subject to the
restrictions in the Confidentiality provision.
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 88
Motorola/Nextel International Exhibit "M" "M"-2
August 9, 2000
<TABLE>
<S> <C> <C> <C> <C> <C>
A
C
C
C
C
C
A
[ * ]
A
A
C
C
C
C
C
</TABLE>
------------------------------
(R)Reg. U.S. Pat. & Tm. Off.
Confidential: Use or disclosure of this document is subject to the
restrictions in the Confidentiality provision.
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 89
<TABLE>
<S> <C> <C>
Motorola/Nextel International Exhibit "N" "N"-1
August 9, 2000 Equipment Purchase Agreement
</TABLE>
EXHIBIT "N"
TO iDEN(R) INFRASTRUCTURE EQUIPMENT PURCHASE AGREEMENT
SUBSCRIBER-BASED ALTERNATIVE IPL FEE STRUCTURE
Confidential: Use or disclosure of this document is subject to the
restriction in the Confidentiality provision.
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission consisting of four consecutive pages pursuant to an
application for confidential treatment pursuant to Rule 24b-2 under the
Securities Act of 1934, as amended.
<PAGE> 90
Motorola/Nextel International Price Book "O"-1
August 9, 2000
EXHIBIT "O"
TO iDEN(R) INFRASTRUCTURE EQUIPMENT SUPPLY AGREEMENT
SMP PROPOSAL TO CUSTOMER
DATED MARCH 14, 2000
Confidential: Use or disclosure of this document is subject to the
restrictions in the Confidentiality provision.
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission consisting of 51 consecutive pages pursuant to an
application for confidential treatment pursuant to Rule 24b-2 under the
Securities Act of 1934, as amended.
<PAGE> 91
Agreement Schedule
iDEN(R) Infrastructure Equipment Supply Agreement
The following is a schedule of omitted information in the attached form of
agreement for each of the agreements being filed pursuant to Item 601(a),
Instruction 2 of Regulation S-K. The items below correspond to the omitted
portions of the agreements in brackets.
A. iDEN Infrastructure Equipment Supply Agreement by and among Nextel
International, Inc, Motorola, Inc. and Nextel Argentina S.R.L. executed
August 14, 2000.
Item 1 -- Entity Name: Nextel Argentina S.R.L.
Item 2 -- Local Address: Palestina 977, Codigo Postal 1182, Buenos Aires
(Capital Federal), Argentina
Item 3 -- Country: Argentina
Item 4 -- Prior Agreements: Integrated Dispatch Enhanced Network ("iDEN")
Equipment Purchase Agreement and the Integrated
Dispatch Enhanced Network ("iDEN") Installation and
Optimization Agreement, both between
McCaw-Argentina, c/o McCaw International, LTD and
Motorola and both dated as of May 26, 1997 as
heretofore amended,
Item 5 - Signatory: /s/ Jose Felipe
Name: Jose Felipe
Item 6 - Fax: [*]
Item 7 - Addressee: Mr. Enrique Barraza
Item 8 - Proposal No. 700.1699
------------------------------
(R)Registered U.S. Patent & Trademark Office.
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 92
Item 9 - Copied to Bob Suastegui
Brian Grewe
Gerardo Alfaro
Christine Roberts
Mauricio Puliti
Gerry Lemke
Bill Hewitt
Edsel Aeschliman
Item 10 - The pricing information presented is for the
Argentina entity only; pricing varies by subsidiary
B. iDEN Infrastructure Equipment Supply Agreement by and among Nextel
International, Inc, Motorola, Inc. and Nextel Telecomunicacoes Ltda.
executed August 14, 2000.
Item 1 -- Entity Name: Nextel Telecomunicacoes Ltda.
Item 2 -- Local Address: Av. Maria Coelho Aguiar, 215, 7 degrees andar.
City of Sao Paulo, State of Sao Paulo
Brazil
Item 3 -- Country: Brazil
Item 4 -- Prior Agreements: Rio de Janeiro Integrated Dispatch Enhanced Network
("iDEN") Equipment Purchase Agreement and the
Integrated Dispatch Enhanced Network ("iDEN")
Installation and Optimization Agreement, both
between McCaw International (Brazil), Ltd. and
Motorola and both dated as of May 9, 1997, as
heretofore amended, and the Sao Paulo Integrated
Dispatch Enhanced Network ("iDEN") Equipment
Purchase Agreement and the Integrated Dispatch
Enhanced Network ("iDEN") Installation and
Optimization Agreement, both between McCaw
International (Brazil), Ltd. and Motorola and both
dated as of March 21, 1997, as heretofore amended,
Item 5 - Signatory: /s/ Alexis Mozarovski
Name: Alexis Mozarovski
Item 6 - Fax: [*]
Item 7 - Addressee: Mr. Louis Herrra (cc: Egilson Silveira)
Item 8 - Proposal No. 700.1697
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 93
Item 9 - Copied to Bob Suastegui
Brian Grewe
Augusto Vianna
Christine Roberts
Mauricio Puliti
Gerry Lemke
Bill Hewitt
Item 10 - The pricing information presented is for the
Argentina entity only; pricing varies by subsidiary
C. iDEN Infrastructure Equipment Supply Agreement by and among Nextel
International, Inc, Motorola, Inc. and Nextel de Mexico, S.A. de C.V.
executed August 14, 2000.
Item 1 -- Entity Name: Nextel de Mexico, S.A. de C.V.
Item 2 -- Local Address: Comunicaciones Nextel de Mexico, S.A. de C.V., a
company with offices at Blvd. Manuel Avila Camacho
No. 36, Piso 9, Colonia Lomas de Chapultepec,
Mexico 11000, D.F.
Item 3 -- Country: Mexico
Item 4 -- Prior Agreements: Integrated Dispatch Enhanced Network ("iDEN")
Equipment Purchase Agreement and the Integrated
Dispatch Enhanced Network ("iDEN") Installation and
Optimization Agreement, both between Corporacion
Mobilcom, c/o McCaw International, LTD, and
Motorola and both dated as of August 28, 1997, as
heretofore amended,
Item 5 - Signatory: /s/ Peter Foyo
Name: Peter Foyo
Item 6 - Fax: [*]
Item 7 - Addressee: Mr. Raul Ramirez
Item 8 - Proposal No. 700.1698
Item 9 - Copied to Bob Suastegui
Brian Grewe
Angel Estevez
Gary Houda
Mauricio Puliti
Gerry Lemke
Bill Hewitt
Item 10 - The pricing information presented is for the
Argentina entity only; pricing varies by subsidiary
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 94
D. iDEN Infrastructure Equipment Supply Agreement by and among Nextel
International, Inc, Motorola, Inc. and Nextel del Peru, S.A. executed
August 14, 2000.
Item 1 -- Entity Name: Nextel del Peru, S.A.
Item 2 -- Local Address: Los Nardos 1018, piso 7, Lima 27, Peru
Item 3 -- Country: Peru
Item 4 -- Prior Agreements: iDEN Infrastructure Equipment Purchase Agreement
and the iDEN
Infrastructure Installation and Optimization
Agreement, both between Valorcom, s.a. and Motorola
and both dated as of February 16, 1998, as
heretofore amended,
Item 5 - Signatory: /s/ Miguel Rivera
Miguel Rivera
Item 6 - Fax: [*]
Item 7 - Addressee: Mr. Harry Thornberry
Item 8 - Proposal No. 700.1700
Item 9 - Copied to Bob Suastegui
Brian Grewe
Javier Escajadillo
John Skowron
Mauricio Puliti
Gerry Lemke
Bill Hewitt
Item 10 - The pricing information presented is for the
Argentina entity only; pricing varies by subsidiary
E. iDEN Infrastructure Equipment Supply Agreement by and among Nextel
International, Inc, Motorola, Inc. and Nextel Communications
Philippines, Inc. executed August 14, 2000.
Item 1 -- Entity Name: Nextel Communications Philippines, Inc.
Item 2 -- Local Address: at 18th Floor, Orient Square Building, Emerald
Avenue, Pasig City, Philippines 1605,
Item 3 -- Country: Philippines
Item 4 -- Prior Agreements: Integrated Dispatch Enhanced Network ("iDEN")
Equipment Purchase Agreement and the Integrated
Dispatch Enhanced
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
<PAGE> 95
Network ("iDEN") Installation and Optimization
Agreement, both between Infocom Communications
Network Inc. and Motorola and both dated as of
March 16, 1996, as heretofore amended,
Item 5 - Signatory: /s/ Tony Urera
Name: Tony Urera
Item 6 - Fax: [*]
Item 7 - Addressee: Mr. Rolando Alarcon
Item 8 - Proposal No. 700.1701
Item 9 - Copied to Bob Suastegui
Brian Grewe
Igi Miranda
Jim Secora
Rob Antonio
Gerry Lemke
Bill Hewitt
Item 10 - The pricing information presented is for the
Argentina entity only; pricing varies by subsidiary
* Confidential portions omitted and filed separately with the Securities and
Exchange Commission pursuant to an application for confidential treatment
pursuant to Rule 24b-2 under the Securities Act of 1934, as amended.
