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t t t t t t t . . t . . . . . t t . . . . . . . . . . . . . . . . . . . . . . . . . . Nextel Terms & Conditions WHEREAS, Company owns and/or operates systems to provide wireless telecommunications (the "System(s)"), together with affiliated companies as a nationwide network, in certain geographic areas throughout the United States, and provides access to such Systems (the "Service(s)"); and WHEREAS, Customer is familiar with the service capabilities of the Systems and desires to purchase phones, accessories and other items ("Equipment") and to subscribe to Services on the System pursuant to the terms and conditions set forth herein, NOW THEREFORE, in consideration of the sums and the mutual covenants and conditions hereinafter set forth, the Parties agree as follows: PURCHASE ORDERS - Orders for Services and Equipment ("Purchase Orders") shall be issued by an authorized representative of Customer. If any subsidiaries or affiliates of Customer (in addition to the entity that is a party to this Agreement) are authorized to purchase Services and Equipment hereunder, the additional entities shall be listed on the Entity Attachment attached hereto and made part of this Agreement as Exhibit A. Customer represents and warrants that Customer is authorized to bind the subsidiary(ies) and/or affiliate(s) set forth on the Entity Attachment. Customer agrees that the subsidiary(ies) and/or affiliate(s) set forth on the Entity Attachment are bound by this Agreement. Purchase Orders shall be subject to Section 2 below and shall describe the Services to be purchased; the identity of the Equipment being purchased; the quantity to be purchased; the delivery destinations; the requested delivery dates and any other information required by this Agreement. Company shall accept all Purchase Orders consistent with the terms and conditions of this Agreement that are submitted in accordance with this Section 1. 2 PURCHASE ORDER TERMS AND CONDITIONS - The terms and conditions of this Agreement relating to the purchase of Services and Equipment shall be deemed incorporated into and made a part of each Purchase Order. Any terms and conditions appearing in any Purchase Order or in any acknowledgment or acceptance of a Purchase Order that are inconsistent with, or in addition to (except as such additional terms are required by law) the terms and conditions of this Agreement shall be void and of no effect. 3 USE OF SERVICE; INDEMNITY - Customer will not use the Service for any unlawful purpose, Customer will not use the Service in aircraft or motor vehicles in violation of any applicable laws, regulations or local ordinances, Customer agrees to indemnify, defend, and hold Company harmless from any Customer violations of any statutes, regulations, ordinances or laws of any local, state, or federal public authority. 4 TERM; TERMINATION 4,1 Term, The initial term of this Agreement (the "Initial Term") is as specified in Exhibit C, Volume Purchase Level. This Agreement will automatically renew after expiration of the Initial Term in one (1) year increments ("Renewal Term(s)"), Either party may terminate this Agreement during the Initial Term or any Renewal Term by providing thirty (30) days written notice to the other party, 4,2 Termination by Company. If Customer materially defaults in the performance of any of its duties or obligations under this Agreement, which default is not substantially cured within thirty (30) days after written notice is given to Customer specifying such default (except in the case of failure to pay fees or Charges not disputed in good faith, which must be cured within ten (10) days after receipt of written notice from Company) or, with respect to those defaults that cannot reasonably be cured within thirty (30) days, should Customer fail to proceed within thirty (30) days to commence curing the default and thereafter to proceed with reasonable diligence to substantially cure the default, Company may, by giving written notice thereof to Customer, terminate this Agreement as of the date of receipt by Customer of such notice or as of a future date specified in such notice of termination, 4,3 Termination by Customer. (a) For Customer's Convenience, Customer may terminate this Agreement during the Initial or any Renewal Term with thirty (30) days advance written notice to Company. As further described in Exhibit C, subscriber level early termination fees may apply, Upon Customer's written request, Company may, at its option, continue to provide Services under these terms and conditions, provided that either party may terminate all continued Services by providing thirty (30) days written notice to the other party.