iDEN Infrastructure Installation Services Agreement between Motorola, Inc. and Nextel International, Inc.

Summary

This agreement is between Motorola, Inc. and Nextel International, Inc. for the installation and integration of iDEN infrastructure systems. Motorola will provide equipment, installation, and related services, while Nextel International will purchase these services for use in its licensed radio frequency areas. The agreement outlines terms for acceptance testing, delivery, confidentiality, and warranties. Key obligations include Motorola's responsibility to deliver and install the systems and Nextel International's obligation to purchase and accept the services, subject to agreed testing and acceptance procedures. Confidentiality and specific conditions for acceptance and warranties are also included.

EX-10.1 2 ex10-1.txt EQUIPMENT SUPPLY AGREEMENT 1 EXHIBIT 10.1 Confidential: Use or disclosure of this document is subject to the restriction on the Confidentiality Statement. iDEN(R) INFRASTRUCTURE INSTALLATION SERVICES AGREEMENT This Agreement ("Agreement" or "Services 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] [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, where required by the Customer, installation and integration services for iDEN Systems and other services performed in [See Schedule Item 3] 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: - -------------------------------- (R) Registered U.S. Patent & Trademark Office Motorola/Nextel International/ [See Schedule Item 3] 1 Installation Services Agreement * 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. 2 Confidential: Use or disclosure of this document is subject to the restriction on the Confidentiality Statement. 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 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 [ * ] shall occur and be evidenced by a notice signed by Customer when Conditional Acceptance and substantially all Punchlist items have been resolved. Motorola/Nextel International/ [See Schedule Item 3] 2 Installation Services Agreement * 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. 3 Confidential: Use or disclosure of this document is subject to the restriction on the Confidentiality Statement. With respect to Expansion Product, in the event Customer purchases Installation and Integration Services, including an ATP, from Motorola prior to the date of shipment, [ * ] above with respect to the System. For Expansion Product, Equipment or Software purchased without Installation and Integration Services, [ * ] and such Expansion Product, Equipment or Software [ * ]. Motorola will warrant the functional operation of Equipment and Software [ * ] so long as such Equipment and Software is installed by the Customer [ * ]. 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. 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 U.S. to be used in conjunction with and as part of an iDEN System. EXPANSION PRODUCT All Fixed Network Equipment, Software, and other Motorola U.S. supplied products and services purchased from Motorola or Motorola U.S. to add to or expand a System. Motorola/Nextel International/ [See Schedule Item 3] 3 Installation Services Agreement * 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. 4 Confidential: Use or disclosure of this document is subject to the restriction on the Confidentiality Statement. 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 U.S. supplied Equipment integral to the iDEN System, including the following major components: [ * ]. iDEN iDEN is the trademark for Motorola U.S.'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. 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 Motorola/Nextel International/ [See Schedule Item 3] 4 Installation Services Agreement * 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. 5 Confidential: Use or disclosure of this document is subject to the restriction on the Confidentiality Statement. including termination facilities such as protected termination blocks, end office termination repeaters and Channel Service Units to permit direct connection to the System. MOTOROLA U.S. 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. 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. Motorola/Nextel International/ [See Schedule Item 3] 5 Installation Services Agreement * 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. 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 licensed by Customer for use solely in conjunction with the FNE. 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 and Software for an MSO, RSO, or CSO supplied by or through Motorola U.S., including related Services, for the construction of a digital mobile network to provide mobile integrated services for a geographic area utilizing the basic iDEN technology platform. Motorola/Nextel International/ [See Schedule Item 3] 6 Installation Services Agreement * 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. 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 and Software for modification of an MSO, RSO, or CSO utilizing the basic iDEN technology platform, and supplied by or through Motorola U.S., including related Services, as a single order or a group of related orders which are received by Motorola U.S. or Motorola within thirty (30) days from the date on which Motorola U.S. 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 order and purchase from Motorola and Motorola agrees to install and integrate iDEN Systems, System Expansions, Equipment, and Software and provide other services performed in [See Schedule Item 3] at prices set forth in the Price Book or applicable Motorola Quotation. [ * ] The prices for goods and services set forth in the Price Book are set forth in [ * ] unless specifically noted to the contrary. Notwithstanding any provision of this Agreement to the contrary, no Equipment or Software is sold or licensed under this Agreement to Customer by Motorola. No services provided outside [See Schedule Item 3] are sold to Customer by Motorola under this Agreement. 2.2 [Intentionally Omitted] 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: Motorola/Nextel International/ [See Schedule Item 3] 7 Installation Services Agreement * 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. 8 Confidential: Use or disclosure of this document is subject to the restriction on the Confidentiality Statement. 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. Deliveries, subcontracts, installation, System testing and integration, documentation, training and all duties required to coordinate any work of the various Motorola team members required by the Customer. d. Clarify the final definition of all Customer and project requirements. 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. Motorola/Nextel International/ [See Schedule Item 3] 8 Installation Services Agreement * 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. 9 Confidential: Use or disclosure of this document is subject to the restriction on the Confidentiality Statement. 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 Services 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 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 Installation Services 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 Motorola/Nextel International/ [See Schedule Item 3] 9 Installation Services Agreement * 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. 10 Confidential: Use or disclosure of this document is subject to the restriction on the Confidentiality Statement. 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. (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 Motorola/Nextel International/ [See Schedule Item 3] 10 Installation Services Agreement * 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. 11 Confidential: Use or disclosure of this document is subject to the restriction on the Confidentiality Statement. 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 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. Motorola/Nextel International/ [See Schedule Item 3] 11 Installation Services Agreement * 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. 12 Confidential: Use or disclosure of this document is subject to the restriction on the Confidentiality Statement. (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. 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. Motorola/Nextel International/ [See Schedule Item 3] 12 Installation Services Agreement * 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. 13 Confidential: Use or disclosure of this document is subject to the restriction on the Confidentiality Statement. 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 As required, purchase or provide the services set forth in Exhibit "D". 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. Motorola/Nextel International/ [See Schedule Item 3] 13 Installation Services Agreement * 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. 14 Confidential: Use or disclosure of this document is subject to the restriction on the Confidentiality Statement. 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 Provide all Site development services and engineering drawings as set forth in Exhibit "D", in order to enable Motorola to install and integrate the System in accordance with the agreed upon schedule set forth in the Implementation Schedule. 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 [ * ], provided that such forecasts shall not constitute commitments to purchase Motorola/Nextel International/ [See Schedule Item 3] 14 Installation Services Agreement * 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. 15 Confidential: Use or disclosure of this document is subject to the restriction on the Confidentiality Statement. 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 Conduct analyses to determine the required material, effort, and services necessary for Installation and Integration at no extra cost. 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 Install the MSO Equipment and adjust the System or System Expansion to the standards set out in Exhibits "B" and "C" and in compliance with Exhibit "D". 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 Motorola/Nextel International/ [See Schedule Item 3] 15 Installation Services Agreement * 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. 16 Confidential: Use or disclosure of this document is subject to the restriction on the Confidentiality Statement. 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 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 Install and integrate the System or System Expansion and Expansion Product in compliance with all applicable federal, state and local laws and all rules and regulations promulgated pursuant thereto including all Spectrum Regulatory Agency approvals and certifications. 4.12 Use commercially reasonable efforts to accept Customer's orders, to make timely delivery and to install and integrate 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. Motorola/Nextel International/ [See Schedule Item 3] 16 Installation Services Agreement * 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. 17 Confidential: Use or disclosure of this document is subject to the restriction on the Confidentiality Statement. 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. 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 Services related to 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 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 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 Motorola/Nextel International/ [See Schedule Item 3] 17 Installation Services Agreement * 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. 18 Confidential: Use or disclosure of this document is subject to the restriction on the Confidentiality Statement. 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 Services related to [ * ] and for all Services related to [ * ] purchased by Customer hereunder, Motorola shall invoice [ * ] of the purchase price upon shipment. Customer shall pay such invoices within [ * ] of issuance. For all Services related to [ * ] purchased by Customer hereunder other than [ * ] Motorola shall invoice [ * ] of the purchase price upon shipment, [ * ] of the purchase price 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 [ * ] 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 Motorola/Nextel International/ [See Schedule Item 3] 18 Installation Services Agreement * 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. 19 Confidential: Use or disclosure of this document is subject to the restriction on the Confidentiality Statement. 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 [ * ] 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 shall pay to Motorola the full amount of any such increase no later than [ * ] 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 [Intentionally Omitted] 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 [Intentionally Omitted] Motorola/Nextel International/ [See Schedule Item 3] 19 Installation Services Agreement * 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. 20 Confidential: Use or disclosure of this document is subject to the restriction on the Confidentiality Statement. 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, [ * ] 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: [ * ] 6.3 Prices Generally [ * ] 6.4 [Intentionally Omitted] 6.5 [Intentionally Omitted] 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 serviced by Motorola for 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 [Intentionally Omitted] 6.8 Notwithstanding anything to the contrary in this Agreement, [ * ]. Motorola/Nextel International/ [See Schedule Item 3] 20 Installation Services Agreement * 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. 21 Confidential: Use or disclosure of this document is subject to the restriction on the Confidentiality Statement. 6.9 Additional Assurance Payment Terms Payment for equipment and services to Motorola requiring Additional Assurance shall be made in [ * ] either by wire/telegraphic transfer in advance or through the medium of a [ * ] Letter of Credit[ * ]. 6.9.1 Letter of Credit Terms At least [ * ] before the first shipment of equipment under Section 6.9, Customer shall issue a[ * ] 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 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: [ * ] In the event Customer does not proceed with its payment obligations under this Agreement in a timely manner, and such failure continues for [ * ] 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. Motorola/Nextel International/ [See Schedule Item 3] 21 Installation Services Agreement * 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. 22 Confidential: Use or disclosure of this document is subject to the restriction on the Confidentiality Statement. 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 [ * ] from the scheduled date of Conditional Acceptance, Motorola shall be entitled to receive the final payments, described in b and c above, as if Conditional Acceptance had occurred as scheduled in the 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 [ * ]. 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 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 Motorola/Nextel International/ [See Schedule Item 3] 22 Installation Services Agreement * 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. 23 Confidential: Use or disclosure of this document is subject to the restriction on the Confidentiality Statement. 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 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 Motorola/Nextel International/ [See Schedule Item 3] 23 Installation Services Agreement * 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. 24 Confidential: Use or disclosure of this document is subject to the restriction on the Confidentiality Statement. 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 SERVICES WARRANTY AND SOFTWARE MAINTENANCE PROGRAM 8.1 Services Warranty Motorola represents and warrants that all Services provided hereunder will be performed in a good and workmanlike manner and in accordance with Motorola's specifications. In the event that Customer reasonably determines that any work has not been performed in a good and workmanlike manner or in accordance with the specifications, Customer shall promptly notify Motorola. If Motorola determines that the Services were defective, then Motorola shall take prompt remedial action to repair or replace the defective Services [ * ]. 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. Motorola/Nextel International/ [See Schedule Item 3] 24 Installation Services Agreement * 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. 25 Confidential: Use or disclosure of this document is subject to the restriction on the Confidentiality Statement. 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 in-country SMP services [ * ]. The in-country SMP services are 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 [Intentionally Omitted] 8.4.3 [Intentionally Omitted] 8.5 [Intentionally Omitted] 8.6 [Intentionally Omitted] 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, Motorola/Nextel International/ [See Schedule Item 3] 25 Installation Services Agreement * 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. 26 Confidential: Use or disclosure of this document is subject to the restriction on the Confidentiality Statement. 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. 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. Motorola/Nextel International/ [See Schedule Item 3] 26 Installation Services Agreement * 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. 27 Confidential: Use or disclosure of this document is subject to the restriction on the Confidentiality Statement. (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 -- [Intentionally Omitted] 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 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. Motorola/Nextel International/ [See Schedule Item 3] 27 Installation Services Agreement * 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. 28 Confidential: Use or disclosure of this document is subject to the restriction on the Confidentiality Statement. 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. Motorola/Nextel International/ [See Schedule Item 3] 28 Installation Services Agreement * 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. 29 Confidential: Use or disclosure of this document is subject to the restriction on the Confidentiality Statement. 14.0 [Intentionally Omitted] 15.0 INSURANCE 15.1 [Intentionally Omitted] 15.2 [Intentionally Omitted] 15.3 [Intentionally Omitted] 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 Motorola/Nextel International/ [See Schedule Item 3] 29 Installation Services Agreement * 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. 30 Confidential: Use or disclosure of this document is subject to the restriction on the Confidentiality Statement. 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 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; Motorola/Nextel International/ 30 Installation Services Agreement [See Schedule Item 3] * 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. 31 Confidential: Use or disclosure of this document is subject to the restriction on the Confidentiality Statement. 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 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 [ * ] 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 [ * ] 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. Motorola/Nextel International/ 31 Installation Services Agreement [See Schedule Item 3] * 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. 32 Confidential: Use or disclosure of this document is subject to the restriction on the Confidentiality Statement. 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 DOWNTIME COSTS OR CLAIMS OF THIRD PARTIES TO THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW. 19.0 ASSIGNMENT 19.1 [Intentionally Omitted] 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. It is intended that Motorola will assign this Agreement to its local [See Schedule Item 3] subsidiary in order to perform the services in [See Schedule Item 3]. This Agreement shall not be otherwise assigned by either party without the prior written consent of the other party. 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 Motorola/Nextel International/ [See Schedule Item 3] 32 Installation Services Agreement * 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. 33 Confidential: Use or disclosure of this document is subject to the restriction on the Confidentiality Statement. 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 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 [Intentionally Omitted] 19.6 [Intentionally Omitted] 20.0 [Intentionally Omitted] 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 [See Schedule Item 3] 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 [Intentionally Omitted] 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; Motorola/Nextel International/ [See Schedule Item 3] 33 Installation Services Agreement * 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. 34 Confidential: Use or disclosure of this document is subject to the restriction on the Confidentiality Statement. 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 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, 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 [ * ] 23.1.2 Nextel International shall receive notices as follows: Nextel International, Inc. 10700 Parkridge Blvd. Reston, VA 20191 Attention: V. P. Operations [ * ] Motorola/Nextel International/ [See Schedule Item 3] 34 Installation Services Agreement * 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. 35 Confidential: Use or disclosure of this document is subject to the restriction on the Confidentiality Statement. With a copy to: Nextel International, Inc. 2001 Edmund Halley Drive Reston, VA 20191 Attention: General Counsel's Office [ * ] 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 [ * ] With a copy to: Motorola, Inc. Network Solutions Sector Customer Commercial Relations North American Region 1301 East Algonquin Road Schaumburg, Illinois 60196 Attention: Director, Contracts and Regulatory [ * ] 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. Motorola/Nextel International/ 35 Installation Services Agreement [See Schedule Item 3] * 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. 36 Confidential: Use or disclosure of this document is subject to the restriction on the Confidentiality Statement. 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. 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; Motorola/Nextel International/ 36 Installation Services Agreement [See Schedule Item 3] * 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. 37 Confidential: Use or disclosure of this document is subject to the restriction on the Confidentiality Statement. 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 [ * ] 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. 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 Motorola/Nextel International/ 37 Installation Services Agreement [See Schedule Item 3] * 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. 38 Confidential: Use or disclosure of this document is subject to the restriction on the Confidentiality Statement. 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 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. Motorola/Nextel International/ 38 Installation Services Agreement [See Schedule Item 3] * 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. 39 Confidential: Use or disclosure of this document is subject to the restriction on the Confidentiality Statement. 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 installation services 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. All in-country 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 Motorola/Nextel International/ [See Schedule Item 3] 39 Installation Services Agreement * 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. 40 Confidential: Use or disclosure of this document is subject to the restriction on the Confidentiality Statement. the preprinted terms and conditions found on any Customer purchase order, Motorola acknowledgment, a Change Order, or other form be considered an Amendment, or 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").

Motorola/Nextel International/ [See Schedule Item 3] 40 Installation Services Agreement * 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. 41 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" Implementation Engineering, Site Preparation, Installation and Integration EXHIBIT "E" System Maintenance EXHIBIT "F" [Intentionally Omitted] EXHIBIT "G" [Intentionally Omitted] EXHIBIT "H" [Intentionally Omitted] EXHIBIT "I" [Intentionally Omitted] EXHIBIT "J" [Intentionally Omitted] EXHIBIT "K" [Intentionally Omitted] EXHIBIT "L" Price Book, [ * ] EXHIBIT "M" [Intentionally Omitted] EXHIBIT "N" [Intentionally Omitted] EXHIBIT "O" Year 2000 SMP Proposal for Customer, dated March 14, 2000 Motorola/Nextel International/ 41 Installation Services Agreement [See Schedule Item 3] * 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. 42 Agreement Schedule iDEN(R) Infrastructure Installation Services 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(R) 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

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(0)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

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 ###-###-#### - ------------

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

E. iDEN Infrastructure Equipment Supply Agreement by and among Nextel International, Inc, Motorola, Inc. and Nextel Communications Philippines, Inc. exectued 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 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

* 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.