AMENDMENT NO. 2 TO SPRINT MASTER APPLICATION AND SERVICES AGREEMENT
Exhibit 10.13.2
CONFIDENTIAL TREATMENT
Agreement 2009-0030
AMENDMENT NO. 2 TO SPRINT MASTER APPLICATION AND SERVICES AGREEMENT
This Amendment No. 2 (“Amendment No. 2”) to the Sprint Master Application and Services Agreement (“Agreement”) effective December 16, 2009 (“Amendment No. 2 Effective Date”) is between Sprint United Management Company (“Sprint”), and TeleNav, Inc., a Delaware corporation (“Supplier”). Except as otherwise indicated, defined terms in this Amendment have the same meaning as in the Agreement.
| I. | Background |
| A. | The parties entered into the Agreement on January 30, 2009. |
The parties entered into Amendment 1 on July 1, 2009.
| B. | The parties agree to modify the Agreement as set forth in this Amendment No. 2. |
The parties agree as follows:
| II. | Amendment |
| A. | The Agreement is amended by deleting Section 7 of Exhibit D in its entirety and replacing it as follows: |
Minimum Payment for Sales Channel 2. Except for the free trial and service described in Section 3 of this Exhibit D, in no event will the Payment be less than the amounts specified in the below table (“Minimum Payments”):
| Type of Payment | Minimum Payment | Suggested Retail Pricing Without Sprint Data as of | ||
| Application 1: | ||||
| TeleNavTrack Lite (prior to 1/10/2010 | $[*****]/month/per Sprint User (end-user) | $[*****] | ||
| TeleNav Track Lite (after 1/10/2010) | $[*****]/month/per Sprint User (end-user) | $[*****] | ||
| Application 2-Editions: | ||||
| TeleNavTrack Basic | $[*****]/month/per Sprint User (end-user) | $[*****] | ||
| TeleNavTrack Plus | $[*****]/month/per Sprint User (end-user) | $[*****] | ||
| TeleNavTrack Enhanced | $[*****]/month/per Sprint User (end-user) | $[*****] | ||
| TeleNavTrack Premium (prior to 1/10/2010) | $[*****]/month/per Sprint User (end-user) | $[*****] | ||
| TeleNav Track Permium (after 1/10/2010) | $[*****]/month/Sprint user (end-user) | $[*****] | ||
| TeleNav Track Standard | $[*****]/month/per Sprint User (end-user) | $[*****] | ||
| Application 3-Editions | ||||
| TeleNav Limited Routes- All Devices Except Blackberry (per month/per user)* | $[*****]/month/per Sprint User (end-user) | Usually in a bundle so depends on bundle pricing |
| [*****] | Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. |
Sprint Confidential Information - Restricted
CONFIDENTIAL TREATMENT
Agreement 2009-0030
| TeleNav Unlimited Routes- All Devices Except Blackberry (per month/per user)* | $[*****]/month/per Sprint User (end-user) | $[*****] | ||
| TeleNav Limited Routes- for the Blackberry (per month/per user)* | $[*****]/month/per Sprint User (end-user) | Usually in a bundle so depends on bundle pricing | ||
| TeleNav Unlimited Routes-for the Blackberry (per month/per user) | $[*****]/month/per Sprint User (end-user) | $[*****] | ||
| One-Time Set-Up Fee (prior to 1/10/2010) | $[*****]/One-Time Set-Up Fee/per Sprint User (end-user) | $[*****] | ||
| One-Time Set-Up Fee (after 1/10/2010) | $[*****]/One-Time Set-Up Fee/per Sprint User (end-user) | $[*****] | ||
| One-Time Set-Up Fee – Application 7 | $[*****]/One-Time Set-Up Fee/per Sprint User (end-user) | $[*****] (New 1Q09) | ||
| Application 4 (Fleet) | $[*****]/month/per Sprint User (end-user) | $[*****] | ||
| Application 6 [*****] | $[*****]/month/per Sprint User (end-user) | $[*****] | ||
| Application 7-Editions | ||||
| TeleNav Vehicle Manager –Standard | $[*****]/month/per Sprint User (end-user) | $[*****] (New 1Q09) | ||
| [*****] | $[*****]/month/per Sprint User (end-user) | $[*****] (New 1Q09) | ||
| Application 8 [*****] | $[*****]/month/per Sprint User (end-user) | $[*****] (New 1Q09) | ||
| Application 9 - Editions | ||||
| [*****] | $[*****]/month/per Sprint User (end-user) | $[*****] (New 1Q09) | ||
| Asset Tracker | $[*****]/month/per Sprint User (end-user) | $[*****] (New 1Q09) | ||
| Application 10 (Vehicle Tracker) | $[*****]/month/per Sprint User (end-user) | $[*****] |
| * | The number of Limited Routes per calendar month per Sprint User (end-user) will be [*****]Routes per calendar month or as otherwise agreed to in writing. |
| III. | General |
| A. | Other than as set forth above, the Agreement remains unchanged and in full force and effect. |
| B. | If there is a conflict between the terms of the Agreement, any previous Amendment(s) and this Amendment No. 2, this Amendment No. 2 will control unless otherwise stated in this Amendment No. 2. |
| [*****] | Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. |
Sprint Confidential Information - Restricted
2
CONFIDENTIAL TREATMENT
Agreement 2009-0030
This Amendment No. 2 executed by authorized representatives of Sprint and Supplier incorporates the terms and conditions of the Agreement.
| SPRINT UNITED MANAGEMENT COMPANY | TELENAV, INC. | |||||
| By: | /s/ Bonnie Shakib | By: | /s/ Douglas S. Miller | |||
| Name: | Bonnie Shakib | Name: | Douglas S. Miller | |||
| Title: | Sourcing Manager | Title: | CFO | |||
| Date: | 12-17-09 | Date: | 12/15/09 | |||
Sprint Confidential Information - Restricted
