{"id":42836,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/sprint-pcs-services-agreement-sprint-spectrum-lp-and-alamosa.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"sprint-pcs-services-agreement-sprint-spectrum-lp-and-alamosa","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/sprint-pcs-services-agreement-sprint-spectrum-lp-and-alamosa.html","title":{"rendered":"Sprint PCS Services Agreement &#8211; Sprint Spectrum LP and Alamosa PCS LLC"},"content":{"rendered":"<pre>\n\n                                   SPRINT PCS\n                               SERVICES AGREEMENT\n\n                                     Between\n\n                              SPRINT SPECTRUM L.P.\n\n                                       and\n\n                                ALAMOSA PCS, LLC\n\n\n\n\n\n\n                                December 23, 1999\n\n\n\n\n\n\n                                TABLE OF CONTENTS\n\n\n\n                                                                                                               PAGE\n\n\n                                                                                                         \n1.  ENGAGEMENT OF SPRINT SPECTRUM.................................................................................1\n         1.1      Engagement of Sprint Spectrum...................................................................1\n         1.2      Reliance on Manager.............................................................................1\n         1.3      Non-exclusive Service...........................................................................1\n         1.4      Manager's Use of Services.......................................................................2\n\n2.  SERVICES......................................................................................................2\n         2.1      Available Services; Selected Services...........................................................2\n                  2.1.1    Available Services.....................................................................2\n                  2.1.2    Selected Services......................................................................2\n                  2.1.3    Changes to Selected Services...........................................................2\n                  2.1.4    Performance of Selected Services.......................................................2\n         2.2      Third Party Vendors.............................................................................3\n         2.3      Contracts.......................................................................................3\n\n3.  FEES FOR SELECTED SERVICES....................................................................................3\n         3.1      Payment of Fees.................................................................................3\n         3.2      Adjustment of Fees..............................................................................3\n         3.3      Late Payments...................................................................................4\n         3.4      Taxes...........................................................................................4\n\n4.  TERM; TERMINATION; EFFECT OF TERMINATION......................................................................4\n         4.1      Term............................................................................................4\n         4.2      Effect of Termination...........................................................................4\n\n5.  BOOKS AND RECORDS; CONFIDENTIAL INFORMATION...................................................................4\n         5.1      Books and Records...............................................................................4\n                  5.1.1    General................................................................................4\n                  5.1.2    Audit..................................................................................4\n                  5.1.3    Contesting an Audit....................................................................5\n         5.2      Confidential Information........................................................................5\n\n6.  INDEMNIFICATION...............................................................................................7\n         6.1      Indemnification by Sprint Spectrum..............................................................7\n         6.2      Indemnification by Manager......................................................................7\n         6.3      Procedure.......................................................................................7\n                  6.3.1    Notice.................................................................................7\n                  6.3.2    Defense by Indemnitor..................................................................8\n                  6.3.3    Defense by Indemnitee..................................................................8\n                  6.3.4    Costs..................................................................................8\n\n7.  DISPUTE RESOLUTION............................................................................................8\n\n\n\n                                        i\n\n\n\n\n\n\n\n                                                                                                           \n         7.1      Negotiation.....................................................................................8\n         7.2      Unable to Resolve...............................................................................9\n         7.3      Attorneys and Intent............................................................................9\n\n8.  REPRESENTATIONS AND WARRANTIES................................................................................9\n         8.1      Due Incorporation or Formation; Authorization of Agreements.....................................9\n         8.2      Valid and Binding Obligation....................................................................9\n         8.3      No Conflict; No Default.........................................................................9\n         8.4      Litigation......................................................................................9\n\n9.  GENERAL PROVISIONS............................................................................................9\n         9.1      Notices.........................................................................................9\n         9.2      Construction...................................................................................10\n         9.3      Headings.......................................................................................10\n         9.4      Further Action.................................................................................10\n         9.5      Specific Performance...........................................................................10\n         9.6      Entire Agreement; Amendments...................................................................10\n         9.7      Limitation on Rights of Others.................................................................10\n         9.8      Waivers; Remedies..............................................................................10\n         9.9      Waiver of Jury Trial...........................................................................11\n         9.10     Binding Effect.................................................................................11\n         9.11     Governing Law..................................................................................11\n         9.12     Severability...................................................................................11\n         9.13     Limitation of Liability........................................................................11\n         9.14     No Assignment; Exceptions......................................................................11\n         9.15     Disclaimer of Agency...........................................................................12\n         9.16     Independent Contractors........................................................................12\n         9.17     Expense........................................................................................12\n         9.18     General Terms..................................................................................12\n         9.19     Conflicts with Management Agreement............................................................12\n         9.20     Master Signature Page..........................................................................12\n\n\n\n\n\n                                       ii\n\n\n                          SPRINT PCS SERVICES AGREEMENT\n\n         This SERVICES AGREEMENT is made as of December 23,1999, by and between\nSPRINT SPECTRUM L.P., a Delaware limited partnership (\"SPRINT SPECTRUM\"), and\nALAMOSA PCS, LLC, a Delaware limited liability company (but not any Related\nParty) (\"MANAGER\"). THE DEFINITIONS FOR THIS AGREEMENT ARE SET FORTH ON THE\n\"SCHEDULE OF DEFINITIONS.\"\n\n                                    RECITALS\n\n         A.       Manager and the holder of the License (\"Sprint PCS\") are\nentering into a Management Agreement contemporaneously with the execution of\nthis agreement, under which Manager will design, construct, operate, manage and\nmaintain a wireless services network in the Service Area in accordance with\nSprint PCS standards and will offer and promote Sprint PCS Products and Services\nthat operate on the Sprint PCS Network.\n\n         B.       Manager desires to enter into this agreement with Sprint\nSpectrum, under which Sprint Spectrum may furnish certain services to Manager to\nassist Manager to build out, operate, manage and maintain the Service Area\nNetwork under the License.\n\n                                    AGREEMENT\n\n         In consideration of the recitals and mutual covenants and agreements\ncontained in this agreement, the sufficiency of which are hereby acknowledged,\nthe parties, intending to be bound, agree as follows:\n\n                        1. ENGAGEMENT OF SPRINT SPECTRUM\n\n         1.1      ENGAGEMENT OF SPRINT SPECTRUM. Manager engages Sprint Spectrum\nto assist Manager with certain specified services in connection with the\noperations of Manager and in building out, operating, managing and maintaining\nthe Service Area Network, subject to the terms and conditions of this agreement.\nSprint Spectrum accepts the engagement and will use the same effort and\ndemonstrate the same care in performing its obligations under this agreement as\nit uses in conducting its own business. Manager will use the efforts and\ndemonstrate the care necessary for Sprint Spectrum to meet its obligations under\nthis agreement. When providing the Selected Services, Sprint Spectrum will\nprovide those services to Manager in the same manner it provides those services\nto its own business, including the use of third party vendors to provide certain\nSelected Services.\n\n         1.2      RELIANCE ON MANAGER. Manager understands that Sprint\nSpectrum's ability to provide the Selected Services will depend largely on\nManager's compliance with the Sprint PCS Program Requirements under the\nManagement Agreement and cooperation with Sprint Spectrum. Manager agrees to\ncomply with such requirements and to cooperate with Sprint Spectrum to enable\nSprint Spectrum to perform its obligations under this agreement.\n\n         1.3      NON-EXCLUSIVE SERVICE. Nothing contained in this agreement\nconfers upon Manager an exclusive right to any of the Available Services. Sprint\nSpectrum may contract with others to provide expertise and services identical or\nsimilar to those to be made available or provided to Manager under this\nagreement.\n\n\n\n                                        1\n\n\n\n\n\n\n         1.4      MANAGER'S USE OF SERVICES. Manager agrees it will only use the\nSelected Services in connection with its Service Area Network. Manager will not\nuse the Selected Services outside the Service Area or in connection with any\nother business.\n\n                                   2. SERVICES\n\n         2.1      AVAILABLE SERVICES; SELECTED SERVICES.\n\n                  2.1.1    AVAILABLE SERVICES. Subject to the terms of this\nagreement, Manager may obtain any of the Available Services from Sprint Spectrum\nin accordance with the provisions of this Section 2.1. The Available Services\noffered from time to time and the fees charged for such Available Services will\nbe set forth on the then current Exhibit 2.1.1 (the \"Available Services and Fees\nSchedule\"). If Sprint Spectrum offers any new Available Service, it will deliver\na new Exhibit 2.1.1 indicating the new service and the fee for the new service.\n\n                  Manager may select one or more of the categories of Available\nServices. If Manager selects a particular category of services it must take and\npay for all of the services under the category selected; Manager may not select\nonly particular services within that category.\n\n                  If Sprint Spectrum determines to no longer offer an Available\nService and the service is not a Selected Service, then Sprint Spectrum may give\nManager written notice at any time during the term of this agreement that Sprint\nSpectrum no longer offers the Available Service.\n\n                  Sprint Spectrum may modify Exhibit 2.1.1 from time to time.\nExhibit 2.1.1 will be deemed amended upon delivery of the new Exhibit 2.1.1 to\nManager.\n\n                  2.1.2    SELECTED SERVICES. During the term of this agreement,\nand subject to the terms of this agreement, Manager has selected, and Sprint\nSpectrum has agreed to furnish or cause to be furnished to Manager, the\nAvailable Services listed on EXHIBIT 2.1.2 (which listed services will be the\nSelected Services). Sprint Spectrum may require from time to time that certain\nAvailable Services be Selected Services where necessary to comply with legal or\nregulatory requirements (e.g., mandatory provision of emergency 911 service) or\napplicable operating constraints (e.g., delivery of merchandise to the regional\ndistribution centers of national retail distributors).\n\n                  2.1.3    CHANGES TO SELECTED SERVICES. If Manager determines\nit no longer requires a Selected Service, then Manager must give Sprint Spectrum\nwritten notice at least 3 months prior to the date on which Manager wishes to\ndiscontinue its use of such Selected Service.\n\n                  If Sprint Spectrum determines to no longer offer an Available\nService and such service is one of Manager's Selected Services, then Sprint\nSpectrum must give Manager written notice at least 9 months prior to its\ndiscontinuance of such Available Service that Sprint Spectrum will no longer\noffer such Available Service. If the Available Service to be discontinued is\nrequired by Sprint Spectrum to be a Selected Service, then Sprint Spectrum will\nuse commercially reasonable efforts to (a) help Manager provide the service\nitself or find another vendor to provide the service, and (b) facilitate\nManager's transition to the new service provider.\n\n\n\n                                        2\n\n\n\n\n\n\n                  2.1.4    PERFORMANCE OF SELECTED SERVICES. Sprint Spectrum may\nselect the method, location and means of providing the Selected Services. If\nSprint Spectrum wishes to use Manager's facilities to provide the Selected\nServices, Sprint Spectrum must obtain Manager's prior written consent.\n\n         2.2      THIRD PARTY VENDORS. Some of the Available Services might be\nprovided by third party vendors under arrangements between Sprint Spectrum and\nthe third party vendors. In some instances, Manager may receive Available\nServices from a third party vendor under the same terms and conditions that\nSprint Spectrum receives such services. In other instances, Manager may receive\nAvailable Services under the terms and conditions set forth in an agreement\nbetween Manager and the third party vendor. If Manager wishes to engage a third\nparty vendor to provide Available Services, Selected Services, or Available\nServices that Sprint Spectrum will no longer offer, Manager must first obtain\nSprint Spectrum's prior written consent, which consent will not be unreasonably\nwithheld. Before Manager may obtain from the third party vendor any Available\nServices, Selected Services, or Available Services that Sprint Spectrum will no\nlonger offer, such vendor must execute an agreement prepared by Sprint Spectrum\nthat obligates the vendor to maintain the confidentiality of any proprietary\ninformation and that prohibits the vendor from using any proprietary technology,\ninformation or methods for its benefit or the benefit of any other person or\nentity. Manager's use of a third party vendor that is not providing Available\nServices to Manager on behalf of Sprint PCS under the Management Agreement will\nnot qualify for assumed compliance with the Program Requirements under Sections\n7.1 (a)(ii) or 8.1(b) of the Management Agreement.\n\n         2.3      CONTRACTS. Manager will notify Sprint Spectrum of any contract\nor other arrangement Manager has with any other party that will affect how\nSprint Spectrum is to provide the Selected Services.\n\n                          3. FEES FOR SELECTED SERVICES\n\n         3.1      PAYMENT OF FEES. Sprint Spectrum and Manager agree that the\nfees for the Available Services will initially be those set forth on Exhibit\n2.1.1, which fees represent an adjustment to any fees paid by Sprint PCS to\nManager under Section 10 of the Management Agreement. The monthly charge for any\nfees based on the number of subscribers of the Service Area Network will be\ndetermined based on the number of subscribers as of the 15th day of the month\nfor which the charge is being calculated. Manager agrees to pay the fees to\nSprint Spectrum within 20 days after the date of the invoice. If Manager enters\ninto an agreement with a third party vendor under Section 2.2, Manager agrees to\npay the fees for the services rendered by the third party vendor in accordance\nwith the terms and conditions of such agreement.\n\n         3.2      ADJUSTMENT OF FEES. Sprint Spectrum may change the fee for any\nservice it provides once during any 12-month period by delivering a new Exhibit\n2.1.1 to Manager. Exhibit 2.1.1 will be deemed amended on the effective date\nnoted on the new Exhibit 2.1.1, which will be at least 30 days after delivering\nthe new Exhibit 2.1.1. Manager must notify Sprint Spectrum in writing before the\neffective date of the new Exhibit 2.1.1 if Manager wishes to discontinue a\nSelected Service for which the price is being increased (a \"CANCELLED SERVICE\").\nIf Manager discontinues a Selected Service under this Section 3.2, Sprint\nSpectrum will, at Manager's option, continue to provide the Cancelled Service\nand to charge Manager the current fee (i.e., the fee under the Exhibit 2.1.1 in\neffect on the date Manager gives its cancellation notice to Sprint Spectrum) for\nthe Cancelled Service for up to 9 months from the date Sprint Spectrum gives\nManager notice of the price change or until Manager no longer needs the\nCancelled Service, whichever occurs first. If Sprint Spectrum continues to\nprovide the Cancelled Service after the 9-month period, Sprint Spectrum will\napply the new fee, under the new Exhibit 2.1.1, and such fee will be applied\nretroactively as of the effective date of the\n\n\n                                        3\n\n\n\n\n\n\nnew schedule. Manager agrees to pay such retroactive charge within 10 days after\nthe date of the invoice for such charge.\n\n         3.3      LATE PAYMENTS. Any payment due under this Section 3 that is\nnot paid by Manager to Sprint Spectrum in accordance with the terms of this\nagreement will bear interest at the Default Rate beginning (and including) the\n6th day after the due date until (and including) the date on which such payment\nis made.\n\n         3.4      TAXES. Manager will pay or reimburse Sprint Spectrum for any\nsales, use, gross receipts or similar tax, administrative fee,\ntelecommunications fee or surcharge for taxes or fees levied by a governmental\nauthority on the fees and charges payable to Sprint Spectrum by Manager.\n\n                   4. TERM; TERMINATION; EFFECT OF TERMINATION\n\n         4.1      TERM. This agreement commences on the date of execution and\ncontinues until the Management Agreement terminates. This agreement\nautomatically terminates upon termination of the Management Agreement. Neither\nparty may terminate this agreement for any reason other than the termination of\nthe Management Agreement.\n\n         4.2      EFFECT OF TERMINATION. Upon the termination of this agreement,\nall rights and obligations of each party under this agreement will immediately\ncease, except that:\n\n                  (a)      Any rights arising out of a breach of any terms of\nthis agreement will survive any termination of this agreement;\n\n                  (b)      The provisions of this Section 4.2 and Sections 5.2,\n6, 7, and 9 will survive any termination of this agreement; and\n\n                  (c)      The payment obligations under Section 3 will survive\nany termination of this agreement if, and to the extent, any fees have accrued\nor are otherwise due and owing from Manager to Sprint Spectrum or any Sprint\nSpectrum Related Party as of the date of termination of this agreement.\n\n                 5. BOOKS AND RECORDS; CONFIDENTIAL INFORMATION\n\n         5.1      BOOKS AND RECORDS.\n\n                  5.1.1    GENERAL. Each party must keep and maintain books and\nrecords to support and document any fees, costs, expenses or other charges due\nin connection with the provisions set forth in this agreement. The records must\nbe retained for a period of at least 3 years after the fees, costs, expenses or\nother charges to which the records relate have accrued and have been paid, or\nsuch other period as may be required by law.\n\n                  5.1.2    AUDIT. On reasonable advance written notice by the\nManager, but no more frequently than annually, Sprint PCS will provide a report\nissued in conformity with Statement of Auditing Standard No. 70 \"Reports on the\nProcessing of Transactions by Service Organizations\" (\"TYPE II REPORT\" or\n\"MANAGER MANAGEMENT REPORT\"). Such report will be prepared by independent\nauditors and will provide an opinion on the controls placed in operation and\ntests of operating effectiveness of those controls in effect at Sprint PCS over\nthe Manager Management Processes. \"Manager Management Processes\" include those\nservices generally\n\n\n                                        4\n\n\n\n\n\n\nprovided within the Management Agreement, primarily billing and collection of\nCollected Revenues. The Manager is responsible for costs incurred attributable\nto such requested procedures with respect to the services provided under this\nagreement, including without limitation discussion of the billing and collection\nof Collected Revenues. This report will be made available to the other party\nupon such other party's request.\n\n                  5.1.3    CONTESTING AN AUDIT. If the party that did not select\nthe independent auditor does not agree with the findings of the audit, then such\nparty can contest the findings by providing notice of such disagreement to the\nother party (the \"DISPUTE NOTICE\"). The date of delivery of such notice is the\n\"DISPUTE NOTICE DATE.\" If the parties are unable to resolve the disagreement\nwithin 10 Business Days after the Dispute Notice Date, they will resolve the\ndisagreement in accordance with the following procedures.\n\n         The two parties and the auditor that conducted the audit will all agree\non an independent certified public accountant with a regional or national\naccounting practice in the wireless telecommunications industry (the \"ARBITER\")\nwithin 15 Business Days after the Dispute Notice Date. If, within 15 Business\nDays after the Dispute Notice Date, the three parties fail to agree on the\nArbiter, then at the request of either party to this agreement, the Arbiter will\nbe selected pursuant to the rules then in effect of the American Arbitration\nAssociation. Each party will submit to the Arbiter within 5 Business Days after\nits selection and engagement all information reasonably requested by the Arbiter\nto enable the Arbiter to independently resolve the issue that is the subject of\nthe Dispute Notice. The Arbiter will make its own determination of the amount of\nfees, costs, expenses or other charges payable under this agreement with respect\nto the period audited. The Arbiter will issue a written report of its\ndetermination in reasonable detail and will deliver a copy of the report to the\nparties within 10 Business Days after the Arbiter receives all of the\ninformation reasonably requested. The determination made by the Arbiter will be\nfinal and binding and may be enforced by any court having jurisdiction. The\nparties will cooperate fully in assisting the Arbiter and will take such actions\nas are necessary to expedite the completion of and to cause the Arbiter to\nexpedite its assignment.\n\n         If the amount owed by a contesting party is reduced by more than 10% or\nthe amount owed to a contesting party is increased by more than 10% then the\nnoncontesting party will pay the costs and expenses of the Arbiter, otherwise\nthe contesting party will pay the costs and expenses of the Arbiter.\n\n         5.2      CONFIDENTIAL INFORMATION.\n\n                  (a)      Except as specifically authorized by this agreement,\neach of the parties must, for the term of this agreement and 3 years after the\ndate of termination of this agreement, keep confidential, not disclose to others\nand use only for the purposes authorized in this agreement, all Confidential\nInformation disclosed by the other party to the party in connection with this\nagreement, except that the foregoing obligation will not apply to the extent\nthat any Confidential Information:\n\n                           (i)      is or becomes, after disclosure to a party,\n         publicly known by any means other than through unauthorized acts or\n         omissions of the party or its agents; or\n\n                           (ii)     is disclosed in good faith to a party by a\n         third party entitled to make the disclosure.\n\n         (b)      Notwithstanding the foregoing, a party may use, disclose or\nauthorize the disclosure of Confidential Information that it receives that:\n\n\n\n                                        5\n\n\n\n\n\n\n                           (i)      has been published or is in the public\n         domain, or that subsequently comes into the public domain, through no\n         fault of the receiving party;\n\n                           (ii)     prior to the effective date of this\n         agreement was properly within the legitimate possession of the\n         receiving party, or subsequent to the effective date of this agreement,\n         is lawfully received from a third party having rights to publicly\n         disseminate the Confidential Information without any restriction and\n         without notice to the recipient of any restriction against its further\n         disclosure;\n\n                           (iii)    is independently developed by the receiving\n         party through persons or entities who have not had, either directly or\n         indirectly, access to or knowledge of the Confidential Information;\n\n                           (iv)     is disclosed to a third party consistent\n         with the terms of the written approval of the party originally\n         disclosing the information;\n\n                           (v)      is required by the receiving party to be\n         produced under order of a court of competent jurisdiction or other\n         similar requirements of a governmental agency, and the Confidential\n         Information will otherwise continue to be Confidential Information\n         required to be held confidential for purposes of this agreement;\n\n                           (vi)     is required by the receiving party to be\n         disclosed by applicable law or a stock exchange or association on which\n         the receiving party's securities (or those of its Related Parties) are\n         or may become listed; or\n\n                           (vii)    is disclosed by the receiving party to a\n         financial institution or accredited investor (as that term is defined\n         in Rule 501 (a) under the Securities Act of 1933) that is considering\n         providing financing to the receiving party and which financial\n         institution or accredited investor has agreed to keep the Confidential\n         Information confidential in accordance with an agreement at least as\n         restrictive as this Section 5.\n\n         (c)      The party making a disclosure under Sections 5.2(b)(v),\n5.2(b)(vi) or 5.2(b)(vii) must inform the non-disclosing party as promptly as is\nreasonably necessary to enable the non-disclosing party to take action to, and\nuse the disclosing party's reasonable best efforts to, limit the disclosure and\nmaintain confidentiality to the extent practicable.\n\n         (d)      Manager will not, except when serving in the capacity of\nManager under this agreement, use any Confidential Information of any kind that\nit receives under or in connection with this agreement. For example, if Manager\noperates a wireless company in a different licensed area, Manager may not use\nany of the Confidential Information received under or in connection with this\nagreement in operating its other wireless business.\n\n                               6. INDEMNIFICATION\n\n         6.1      INDEMNIFICATION BY SPRINT SPECTRUM. Sprint Spectrum agrees to\nindemnify, defend and hold harmless Manager, its directors, managers, officers\nand employees from and against any and all claims, demands, causes of action,\nlosses, actions, damages, liability and expense, including costs and reasonable\nattorneys' fees, against Manager, its directors, managers, officers and\nemployees arising from or relating to the violation by Sprint Spectrum, its\ndirectors, officers, employees, contractors, subcontractors, agents or\n\n\n                                        6\n\n\n\n\n\n\nrepresentatives of any law, regulation or ordinance applicable to Sprint\nSpectrum in its performance of the Selected Services, or by Sprint Spectrum's,\nor its directors', officers', employees', contractors', subcontractors', agents'\nor representatives' breach of any representation, warranty or covenant contained\nin this agreement, except where and to the extent the claim, demand, cause of\naction, loss, action, damage, liability and expense results from the negligence\nor willful misconduct of Manager, its directors, managers, officers, employees,\nagents or representatives. Sprint Spectrum's indemnification obligations under\nthis Section 6.1 do not apply to any third party vendors that provide services\n(including Selected Services) directly to Manager or Manager's Related Parties\nunder a separate agreement.\n\n         6.2      INDEMNIFICATION BY MANAGER. Manager agrees to indemnify,\ndefend and hold harmless Sprint Spectrum, its directors, officers and employees\nfrom and against any and all claims, demands, causes of action, losses, actions,\ndamages, liability and expense, including costs and reasonable attorneys' fees,\nagainst Sprint Spectrum, its directors, officers and employees arising from or\nrelating to Manager's, or its directors', managers', officers', employees',\ncontractors', subcontractors', agents' or representatives' violation of any law,\nregulation or ordinance applicable to Manager, or by Manager's, or its\ndirectors', managers', officers', employees', contractors', subcontractors',\nagents' or representatives' breach of any representation, warranty or covenant\ncontained in this agreement, Manager's ownership of the Operating Assets or the\noperation of the Service Area Network, except where and to the extent the claim,\ndemand, cause of action, loss, action, damage, liability and expense results\nfrom the negligence or willful misconduct of Sprint Spectrum, its directors,\nofficers, employees, contractors, subcontractors, agents or representatives.\n\n         6.3      PROCEDURE.\n\n                  6.3.1    NOTICE. Any party being indemnified (\"INDEMNITEE\")\nwill give the party making the indemnification (\"INDEMNITOR\") written notice as\nsoon as practicable but no later than 5 Business Days after the party becomes\naware of the facts, conditions or events that give rise to the claim for\nindemnification if:\n\n                           (1)      any claim or demand is made or liability is\n         asserted against Indemnitee; or\n\n                           (2)      any suit, action, or administrative or legal\n         proceeding is instituted or commenced in which Indemnitee is involved\n         or is named as a defendant either individually or with others.\n\n         Failure to give notice as described in this Section 6.3.1 does not\nmodify the indemnification obligations of this provision, except if Indemnitor\nis harmed by failure to provide timely notice to Indemnitor, then Indemnitor\ndoes not have to indemnify Indemnitee for the harm caused by the failure to give\nthe timely notice.\n\n         6.3.2    DEFENSE BY INDEMNITOR. If within 30 days after giving notice\nIndemnitee receives written notice from Indemnitor stating that Indemnitor\ndisputes or intends to defend against the claim, demand, liability, suit, action\nor proceeding, then Indemnitor will have the right to select counsel of its\nchoice and to dispute or defend against the claim, demand, liability, suit,\naction or proceeding, at its expense.\n\n         Indemnitee will fully cooperate with Indemnitor in the dispute or\ndefense so long as Indemnitor is conducting the dispute or defense diligently\nand in good faith. Indemnitor is not permitted to settle the dispute or claim\nwithout the prior written approval of Indemnitee, which approval will not be\nunreasonably withheld. Even though Indemnitor selects counsel of its choice,\nIndemnitee has the right to retain additional representation by counsel of its\nchoice to participate in the defense at Indemnitee's sole cost and expense.\n\n\n                                        7\n\n\n\n\n\n\n                  6.3.3    DEFENSE BY INDEMNITEE. If no notice of intent to\ndispute or defend is received by Indemnitee within the 30-day period, or if a\ndiligent and good faith defense is not being or ceases to be conducted,\nIndemnitee has the right to dispute and defend against the claim, demand or\nother liability at the sole cost and expense of Indemnitor and to settle the\nclaim, demand or other liability, and in either event to be indemnified as\nprovided in this Section 6. Indemnitee is not permitted to settle the dispute or\nclaim without the prior written approval of Indemnitor, which approval will not\nbe unreasonably withheld.\n\n                  6.3.4 COSTS. Indemnitor's indemnity obligation includes\nreasonable attorneys' fees, investigation costs, and all other reasonable costs\nand expenses incurred by Indemnitee from the first notice that any claim or\ndemand has been made or may be made, and is not limited in any way by any\nlimitation on the amount or type of damages, compensation, or benefits payable\nunder applicable workers' compensation acts, disability benefit acts, or other\nemployee benefit acts.\n\n                              7. DISPUTE RESOLUTION\n\n         7.1      NEGOTIATION. The parties will attempt in good faith to resolve\nany dispute arising out of or relating to this agreement promptly by negotiation\nbetween or among representatives who have authority to settle the controversy.\nEither party may escalate any dispute not resolved in the normal course of\nbusiness to the appropriate (as determined by the party) officers of the parties\nby providing written notice to the other party.\n\n         Within 10 Business Days after delivery of the notice, the appropriate\nofficers of each party will meet at a mutually acceptable time and place, and\nthereafter as often as they deem reasonably necessary, to exchange relevant\ninformation and to attempt to resolve the dispute.\n\n         Either party may elect, by giving written notice to the other party, to\nescalate any dispute arising out of or relating: to the determination of fees\nthat is not resolved in the normal course of business or by the audit process\nset forth in Sections 5.1.2 and 5.1.3, first to the appropriate financial or\naccounting officers to be designated by each party. The designated officers will\nmeet in the manner described in the preceding paragraph. If the matter has not\nbeen resolved by the designated officers within 30 days after the notifying\nparty's notice, either party may elect to escalate the dispute to the\nappropriate (as determined by the party) officers in accordance with the prior\nparagraphs of this Section 7.1.\n\n         7.2      UNABLE TO RESOLVE. If a dispute has not been resolved within\n60 days after the notifying party's notice, the parties will continue to operate\nunder this agreement and sue the other party for damages or seek other\nappropriate remedies as provided in this agreement, except neither party may\nbring a suit for damages based on an event that occurs during the first two\nyears of this agreement.\n\n         7.3      ATTORNEYS AND INTENT. If an officer intends to be accompanied\nat a meeting by an attorney, the other party's officer will be given at least 3\nBusiness Days prior notice of the intention and may also be accompanied by an\nattorney. All negotiations under this Section 7 are confidential and will be\ntreated as compromise and settlement negotiations for purposes of the Federal\nRules of Civil Procedure and state rules of evidence and civil procedure.\n\n                        8. REPRESENTATIONS AND WARRANTIES\n\n         Each party for itself makes the following representations and\nwarranties to the other party:\n\n\n                                        8\n\n\n\n\n\n\n         8.1      DUE INCORPORATION OR FORMATION; AUTHORIZATION OF AGREEMENTS.\nThe party is either a corporation, limited liability company, or limited\npartnership duly organized, validly existing and in good standing under the laws\nof the jurisdiction of its organization. Manager is qualified to do business and\nin good standing in every jurisdiction in which the Service Area is located. The\nparty has the full power and authority to execute and deliver this agreement and\nto perform its obligations under this agreement.\n\n         8.2      VALID AND BINDING OBLIGATION. This agreement constitutes the\nvalid and binding obligation of the party, enforceable in accordance with its\nterms, except as may be limited by principles of equity or by bankruptcy,\ninsolvency, reorganization, moratorium or other similar laws affecting the\nenforcement of creditors' rights generally.\n\n         8.3      NO CONFLICT; NO DEFAULT. Neither the execution, delivery and\nperformance of this agreement nor the consummation by the party of the\ntransactions contemplated in this agreement will conflict with, violate or\nresult in a breach of (a) any law, regulation, order, writ, injunction, decree,\ndetermination or award of any governmental authority or any arbitrator,\napplicable to such party, or (b) any term, condition or provision of the\narticles of incorporation, certificate of limited partnership, certificate of\norganization, bylaws, partnership agreement or limited liability company\nagreement (or other governing documents) of such party or of any material\nagreement or instrument to which such party is or may be bound or to which any\nof its material properties or assets is subject.\n\n         8.4      LITIGATION. No action, suit, proceeding or investigation is\npending or, to the knowledge of the party, threatened against or affecting the\nparty or any of its properties, assets or businesses in any court or before or\nby any governmental agency that could, if adversely determined, reasonably be\nexpected to have a material adverse effect on the party's ability to perform its\nobligations under this agreement. The party has not received any currently\neffective notice of any default that could reasonably be expected to result in a\nbreach of the preceding sentence.\n\n                              9. GENERAL PROVISIONS\n\n         9.1      NOTICES. Any notice, payment, demand, or communication\nrequired or permitted to be given by any provision of this agreement must be in\nwriting and mailed (certified or registered mail, postage prepaid, return\nreceipt requested), sent by hand or overnight courier, or sent by facsimile\n(with acknowledgment received and a copy sent by overnight courier), charges\nprepaid and addressed described on the Notice Address Schedule attached to the\nMaster Signature Page, or to any other address or number as the person or entity\nmay from time to time specify by written notice to the other parties.\n\n         All notices and other communications given to a party in accordance\nwith the provisions of this agreement will be deemed to have been given when\nreceived.\n\n         9.2      CONSTRUCTION. This agreement will be construed simply\naccording to its fair meaning and not strictly for or against either party.\n\n         9.3      HEADINGS. The table of contents, section and other headings\ncontained in this agreement are for reference purposes only and are not intended\nto describe, interpret, define, limit or expand the scope, extent or intent of\nthis agreement.\n\n\n\n                                        9\n\n\n\n\n\n\n         9.4      FURTHER ACTION. Each party agrees to perform all further acts\nand execute, acknowledge, and deliver any documents that may be reasonably\nnecessary, appropriate, or desirable to carry out the intent and purposes of\nthis agreement.\n\n         9.5      SPECIFIC PERFORMANCE. Each party agrees with the other party\nthat the party would be irreparably damaged if any of the provisions of this\nagreement were not performed in accordance with their specific terms and that\nmonetary damages alone would not provide an adequate remedy. Accordingly, in\naddition to any other remedy to which the non-breaching party may be entitled,\nat law or in equity, the non breaching party will be entitled to injunctive\nrelief to prevent breaches of this agreement and specifically to enforce the\nterms and provisions of this agreement.\n\n         9.6      ENTIRE AGREEMENT; AMENDMENTS. The provisions of this agreement\nand the Management Agreement (if Sprint Spectrum is a party to that agreement)\n(including the exhibits to those agreements) set forth the entire agreement and\nunderstanding between the parties as to the subject matter of this agreement and\nsupersede all prior agreements, oral or written, and other communications\nbetween the parties relating to the subject matter of this agreement. Except for\nSprint Spectrum's right to amend the Available Services and the fees charged for\nsuch services as shown on Exhibit 2.1.1, and Manager's right to amend the\nSelected Services listed on Exhibit 2.1.2, this agreement may be modified or\namended only by a written amendment signed by persons or entities authorized to\nbind each party.\n\n         9.7      LIMITATION ON RIGHTS OF OTHERS. Nothing in this agreement,\nwhether express or implied, will be construed to give any person or entity other\nthan the parties any legal or equitable right, remedy or claim under or in\nrespect of this agreement.\n\n         9.8      WAIVERS; REMEDIES. The observance of any term of this\nagreement may be waived (whether generally or in a particular instance and\neither retroactively or prospectively) by the party entitled to enforce the\nterm, but any waiver is effective only if in a writing signed by the party\nagainst which the waiver is to be asserted. Except as otherwise provided in this\nagreement, no failure or delay of either party in exercising any power or right\nunder this agreement will operate as a waiver of the power or right, nor will\nany single or partial exercise of any right or power preclude any other or\nfurther exercise of the right or power or the exercise of any other right or\npower.\n\n         Sprint Spectrum is not in breach of any covenant in this agreement, if\nfailure of such party to comply with such covenant or Sprint Spectrum's\nnon-compliance with the covenant results primarily from:\n\n                           (i)      any FCC order or any other injunction issued\n         by any governmental authority impeding the ability to comply with the\n         covenant;\n\n                           (ii)     the failure of any governmental authority to\n         grant any consent, approval, waiver, or authorization or any delay on\n         the part of any governmental authority in granting any consent,\n         approval, waiver or authorization;\n\n                           (iii)    the failure of any vendor to deliver in a\n         timely manner any equipment or service; or\n\n\n\n                                       10\n\n\n\n\n\n\n                           (iv)     any act of God, act of war or insurrection,\n         riot, fire, accident, explosion, labor unrest, strike, civil unrest,\n         work stoppage, condemnation or any similar cause or event not\n         reasonably within the control of Sprint Spectrum.\n\n         9.9      WAIVER OF JURY TRIAL. EACH PARTY WAIVES, TO THE FULLEST EXTENT\nPERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT\nOF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.\n\n         9.10     BINDING EFFECT. Except as otherwise provided in this\nagreement, this agreement is binding upon and inures to the benefit of the\nparties and their respective and permitted successors, transferees, and assigns,\nincluding any permitted successor, transferee or assignee of the Management\nAgreement. The parties intend that this agreement bind only the party signing\nthis agreement and that the agreement is not binding on the Related Parties of a\nparty unless the agreement provides that Related Parties are bound.\n\n         9.11     GOVERNING LAW. The internal laws of the State of Missouri\n(without regard to principles of conflicts of law) govern the validity of this\nagreement, the construction of its terms, and the interpretation of the rights\nand duties of the parties.\n\n         9.12     SEVERABILITY. The parties intend every provision of this\nagreement to be severable. If any provision of this agreement is held to be\nillegal, invalid, or unenforceable for any reason, the parties intend that a\ncourt enforce the provision to the maximum extent permissible so as to effect\nthe intent of the parties (including the enforcement of the remaining\nprovisions). If necessary to effect the intent of the parties, the parties will\nnegotiate in good faith to amend this agreement to replace the unenforceable\nprovision with an enforceable provision that reflects the original intent of the\nparties.\n\n         9.13     LIMITATION OF LIABILITY. NO PARTY WILL BE LIABLE TO THE OTHER\nPARTY FOR SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE\nDAMAGES, OR LOSS OF PROFITS, ARISING FROM THE RELATIONSHIP OF THE PARTIES OR THE\nCONDUCT OF BUSINESS UNDER, OR BREACH OF, THIS AGREEMENT, EXCEPT WHERE SUCH\nDAMAGES OR LOSS OF PROFITS ARE CLAIMED BY OR AWARDED TO A THIRD PARTY IN A CLAIM\nOR ACTION AGAINST WHICH A PARTY TO THIS AGREEMENT HAS A SPECIFIC OBLIGATION TO\nINDEMNIFY ANOTHER PARTY TO THIS AGREEMENT.\n\n         9.14     NO ASSIGNMENT; EXCEPTIONS. This agreement may only be assigned\nin conjunction with and to the same party or parties to whom the Management\nAgreement has been validly assigned under the Management Agreement's terms and\nconditions.\n\n         9.15     DISCLAIMER OF AGENCY. Neither party by this agreement makes\nthe other party a legal representative or agent of the party, nor does either\nparty have the right to obligate the other party in any manner, except if the\nother party expressly permits the obligation by the party or except for\nprovisions in this agreement expressly authorizing one party to obligate the\nother.\n\n         9.16     INDEPENDENT CONTRACTORS. The parties do not intend to create\nany partnership, joint venture or other profit-sharing arrangement,\nlandlord-tenant or lessor-lessee relationship, employer-employee\n\n\n                                       11\n\n\n\n\n\nrelationship, or any other relationship other than that expressly provided in\nthis agreement. Neither party to this agreement has any fiduciary duty to the\nother party.\n\n         9.17     EXPENSE. Each party bears the expense of complying with this\nagreement except as otherwise expressly provided in this agreement.\n\n         9.18     GENERAL TERMS.\n\n                  (a)      This agreement, including the attached Schedule of\nDefinitions, is to be interpreted in accordance with the following rules of\nconstruction:\n\n                           (i)      The definitions in this agreement apply\n         equally to both the singular and plural forms of the terms defined\n         unless the context otherwise requires;\n\n                           (ii)     The words \"include,\" \"includes\" and\n         \"including\" are deemed to be followed by the phrase \"without\n         limitation\";\n\n                           (iii)    All references in this agreement to Sections\n         and Exhibits are references to Sections of, and Exhibits to, this\n         agreement, unless otherwise specified; and\n\n                           (iv)     All references to any agreement or other\n         instrument or statute or regulation are to it as amended and\n         supplemented from time to time (and, in the case of a statute or\n         regulation, to any corresponding provisions of successor statutes or\n         regulations), unless the context otherwise requires.\n\n                  (b)      Any reference in this agreement to a \"day\" or number\nof \"days\" (without the explicit qualification of \"BUSINESS\") is a reference to a\ncalendar day or number of calendar days. If any action or notice is to be taken\nor given on or by a particular calendar day, and the calendar day is not a\nBusiness Day, then the action or notice may be taken or given on the next\nBusiness Day.\n\n         9.19     CONFLICTS WITH MANAGEMENT AGREEMENT. The provisions of the\nManagement Agreement govern over those of this Services Agreement if the\nprovisions contained in this agreement conflict with analogous provisions in the\nManagement Agreement.\n\n         9.20     MASTER SIGNATURE PAGE. Each party agrees that it will execute\nthe Master Signature Page that evidences such party's agreement to execute,\nbecome a party to and be bound by this agreement, which document is incorporated\nherein by this reference.\n\n                                       12\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6607],"corporate_contracts_industries":[9519],"corporate_contracts_types":[9613,9620],"class_list":["post-42836","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-alamosa-holdings-inc","corporate_contracts_industries-telecommunications__telephone","corporate_contracts_types-operations","corporate_contracts_types-operations__services"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42836","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42836"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42836"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42836"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42836"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}