TeleNav 2012 Annual Report Download - page 110

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EXHIBIT D
PAYMENTS
For [*****] sold via orders placed by customers from all non-WAP sites, including but not limited to: [*****] (‘Sales Channel 2”
).
Sprint will pay to Company [*****] of the total fee(s) actually received by Sprint from a Sprint User for use of the Applications (regardless of
the Edition).
Unlimited use of Application 5 in 24-
hour period, all devices all Sales Channels: [*****] of the total fees actually
received by Sprint from a Sprint User for the pay per day option, based upon the price which will be determined by Supplier in its
sole discretion.
Sprint will pay to Company [*****] (“Payment Percent 1D”)
of the total fee(s) actually received by Sprint from a Sprint
User for use of the Applications (regardless of the Sales Channel) (“Payment 1D”).
TeleNav will in its sole discretion determine the
price to the end user of the Applications.
Sprint will pay to Company [*****] of the total fee(s) actually received by Sprint from a Sprint User for use of
Application 5(c) (regardless of the Sales Channel). TeleNav will in its sole discretion determine the price to the end user of
Application 5(c).
Premium services consist of features or functions which are available to users that enhance the search and navigation
aspects of the TeleNav GPS Navigator service, examples could be enhanced traffic services and commuter alerts, weather alert
services, speech recognition for input or POI Search. The feature will typically be integrated seamlessly into the underlying
navigation application. Sprint will pay to Company [*****] of the total fee(s) actually received by Sprint from a Sprint User for use
of Application 5 Premium Services (regardless of the Sales Channel) including MRC, annual and Pay per day.
Sprint will have the right to distribute Application 5, Product 5d, Sprint Navigation or TeleNav Basic to all Sprint subscribers on
the Sprint Network as part of a Bundled Offering, and will in addition have the right to distribute Product 5d to all Sprint
subscribers on the Boost Mobile and Virgin Mobile USA networks, in each case as part of Bundled Offerings through [*****]. At
Suppliers election, Supplier may provide Product 5b, as an alternative to Product 5d for any handset as an alternative product for
availability As of the Effective Date of Amendment 6, Sprint has paid the Fixed License and Service Fee (related to Application 5)
to Company through [*****]. In the event the number of Sprint subscribers permitted to access Application 5 as part of a Bundled
Offering, exceeds [*****] in a calendar month during calendar year 2012 through [*****], for all incremental subscribers for that
month Sprint will pay to Supplier an amount to be agreed on a per subscriber basis, but not to exceed [*****] per subscriber per
month.
1. Payment 1A
. For [*****] sold via orders placed by customers using a Sprint owned or authorized Sales Channel. Sprint will pay to Company
[*****] (“Payment Percent 1A”)
of the total fee(s) actually received by Sprint from a Sprint User for use of the Applications (regardless of the
Edition) (“Payment 1A”).
2. Payment 1B . For [*****] sold via orders placed by customers from all non-WAP sites, including but not limited to: [*****] (‘
Sales Channel
2”). Sprint will pay to Company [*****] (“Payment Percent 1B”)
of the total fee(s) actually received by Sprint from a Sprint User for use of the
Applications (regardless of the Edition) (“Payment 1B”).
3. Payment 1D
. For Application 5
A.
Pay per Day Option.
B.
Monthly Recurring Subscription.
C. Monthly Recurring Subscription –
Application 5(c).
D.
Application 5 Premium Services.
E.
Bundled Pricing for Application 5.
[*****]
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.