Clearwire 2010 Annual Report Download - page 120

negotiations with Sprint to resolve issues related to wholesale pricing for Sprint 4G smartphone usage under our
commercial agreements. See Note 12, Commitments and Contingencies, for further information.
3G MVNO Agreement — We entered into a non-exclusive 3G MVNO agreement with Sprint Spectrum L.P.,
which we refer to as the 3G MVNO Agreement, whereby Sprint agrees to sell its code division multiple access,
which we refer to as CDMA and mobile voice and data communications service, which we refer to as PCS Service,
for the purpose of resale to our retail customers. The PCS Service includes Sprint’s existing core network services,
other network elements and information that enable a third party to provide services over the network, or core
network enablers, and subject to certain limitations and exceptions, new core network services, core network
enablers and certain customized services.
Intel Market Development Agreement — We entered into a market development agreement with Intel, which
we refer to as the Intel Market Development Agreement, pursuant to which we committed to deploy mobile
WiMAX on our networks and to promote the use of certain notebook computers and mobile Internet devices on our
networks, and Intel would develop, market, sell and support WiMAX embedded chipsets for use in certain notebook
computers and mobile Internet devices that may be used on our networks. The Intel Market Development
Agreement will last for a term of seven years from the date of the agreement, with Intel having the option to
renew the agreement for successive one year terms up to a maximum of 13 additional years provided that Intel meets
certain requirements. If Intel elects to renew the agreement for the maximum 20-year term, the agreement will
thereafter automatically renew for successive one year renewal periods until either party terminates the agreement.
The agreement may be terminated by either party with 30 days written notice of termination. Under certain
circumstances, we will pay to Intel a portion of the revenues received from certain retail subscribers using certain
Intel-based notebook computers, or other mutually agreed on devices on our networks, for a certain period of time.
Subject to certain qualifications, we will pay to Intel activation fees for each qualifying Intel-based device activated
on our networks during the initial term.
Google Products and Services Agreement — We entered into a products and services agreement with Google,
which we refer to as the Google Products and Services Agreement, pursuant to which Google and we will
collaborate on a variety of products and services. Google will provide advertising services to us for use with certain
websites and devices, and we will utilize these Google advertising services on an exclusive basis for its retail
subscribers. Google will pay us a percentage of the revenue that Google generates from these advertising services.
Google will also provide a suite of hosted communications services, including email, instant messaging and
calendar functionality, to us for integration into our desktop portal offering. Furthermore, we will support the open-
source Android platform, will work with Google to offer certain other Google applications, and will explore
working with Google on a variety of other potential products and services. The Google Products and Services
Agreement has a term of three years.
Google Spectrum Agreement — We entered into a spectrum agreement with Google, which we refer to as the
Google Spectrum Agreement, pursuant to which we will make available to Google certain of our excess 2.5 GHz
spectrum in various markets for experimental usage by Google, and for development of alternative applications by
third-parties operating under the direction and approval of Google and us. The third-party use of our spectrum
beyond that used for WiMAX technology cannot be in a manner that will interfere with our use of our spectrum for
WiMAX technology, and will be subject to availability. The revenue generated from the spectrum usage other than
for WiMAX technology will be shared by Google and us. In addition, both parties will agree to form a joint
technology team to manage the activities outlined in the Google Spectrum Agreement. The Google Spectrum
Agreement provides for an initial term of five years from the date of the agreement. The Google Spectrum
Agreement will be terminable by either party on default of the other party.
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CLEARWIRE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)