CONFIDENTIAL TREATMENT REQUESTED BY U.S. WIRELESS DATA, INC. FOR CERTAIN
PORTIONS OF EXHIBIT B CONTAINED IN THIS AGREEMENT
AIRBRIDGE PACKET SERVICE AGREEMENT
BETWEEN
XXXX ATLANTIC NYNEX MOBILE
AND
U.S. WIRELESS DATA INC.
Contract No. ###-##-####
AIRBRIDGE PACKET SERVICE AGREEMENT
This Service Agreement is entered into by and between U.S. Wireless Data
Inc., a Colorado corporation, with a principal place of business located at 0000
Xxxxxxxxxxxx Xxxxxx, #000, Xxxxx Xxxxx, Xxxxxxxx 00000 ("Customer") and Cellco
Partnership, a Delaware general partnership, by its managing general partner,
Xxxx Atlantic NYNEX Mobile, Inc. (hereinafter known as "BANM") with offices at
000 Xxxxxxxxxx Xxxxxx Xxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000 (the "Agreement").
WHEREAS, BANM is either licensed and authorized by the Federal
Communications Commission ("FCC") to provide cellular telecommunications
service, or manages on behalf of the FCC licensee pursuant to a management
agreement, in the Area (defined below); and
WHEREAS, the Customer wishes to establish a mobile data communications
system through a public packet switched network in order to utilize the system
for data communication by Customer and/or its Authorized Users (defined below);
and
WHEREAS, BANM has the capability to provide Cellular Digital Packet Data
("CDPD") Service, known as AirBridges Packet Service; and
WHEREAS, Customer wishes to obtain such AirBridge & Packet Service from
BANM in the Area; and
WHEREAS, BANM wishes to make available AirBridges Packet Service to
Customer on the terms and conditions set forth below.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein and intending to be legally bound, the parties agree as
follows:
TERMS
1. DEFINITIONS,
------------
As used herein the following terms shall have the following respective meaning:
Area. The markets listed in Exhibit A within which BANM either is licensed and
authorized by the FCC to provide commercial mobile service, or manages on behalf
of the FCC licensee pursuant to a management agreement, and in which BANM
currently provides or may provide AirBridge Packet Service.
Authorized User. Individuals or companies authorized by Customer to use the
System established by Customer.
Cellular Digital Packet Data Service ("CDPD") Cellular radio service utilizing
packet switching technology to transmit data over radio frequency channels. The
raw data rate of CDPD is 19.2 Kilobits per second. It is a connectionless
multi-protocol network service providing peer network wireless extension to
existing data networks.
Customer, Customer is U.S. Wireless Data Inc.
Equipment Identifier (EID). An electronic serial number "burned" into a CDPD
radio modem at the time of manufacture.
Fixed End System (FES). A host computer(s) operated by or on behalf of Customer.
Kilobyte. A kilobyte is 1000 octets of data, measures at the IP packet layer. IP
header and data octets are included in the kilobyte count.
Mobile Data Base Station ("MDBS"), The unit located at BANM cell sites which
serves as the data link relay point. The MDIS communicates with each MES through
the MDBS.
Mobile Service Area. Market areas or combinations of Market areas which Company
establishes to provide Commercial Mobile service.
Mobile Data Intermediate Systems ("MDIS"). The component of the AirBridge Packet
Service network which performs routing and which contains the network control
functions, including the mobility manager, registration and authentication
functions.
Mobile End System ("MES"), A data terminal, CDPD radio modem, and antenna.
Network Entity Identifier ("NEI). A network address assigned to the MES. Each
MES has an NEI and a unique corresponding EID for authentication purposes.
Packet. The continuous sequence of binary digits of information, which is routed
through the AirBridge Packet Service network as an integral unit. Packet sizes
can be flexible within a range of "O" user bytes to a maximum of "2048" bytes.
Service. The Airbridge Packet Service provided pursuant to this Agreement,
2. PROVISION OF SERVICE.
---------------------
BANM hereby undertakes to provide the Service to Customer in order for the
Customer and/or its Authorized Users to transmit and receive data over the
Service network in the Area, pursuant to the terms and conditions specified
in this Agreement. Customer shall purchase CDPD service exclusively from
BANM or its affiliates which provide such Service in the Area. BANM will
issue XXXx to Customer. All such NEI assignments shall be made in
accordance with the CDPD Network Information Center policies in effect from
time to time.
3. PRICING.
--------
The rate for the Service provided by BANM is set forth in Exhibit B. In the
event Customer has selected and is purchasing equipment through BANM, the terms
of payment and price of such equipment are set forth in Exhibit B.
4. INSTALLATION.
-------------
At Customer's request, BANM will provide and/or arrange for installation
services of MES equipment in Area. The rate for such installation services will
be negotiated on a case by case basis and will be included in a separate
attachment to this Agreement.
5. COMMITMENT OF CUSTOMER.
-----------------------
Customer shall, unless otherwise agreed upon in writing and in advance, at its
sole expense:
(i) purchase and maintain any equipment that Customer and/or its Authorized
Users may require to communicate with the Service network; and
(ii) establish and maintain facilities or services for connecting
Customer's and/or its Authorized Users' networks or host processors to the
Service network (such as private line connections and/or frame relay
service); and
(iii) maintain at its sole expense and option, all MES's and ensure that
each is technically and operationally compatible with the Service network
and is in compliance with applicable state and federal laws, rules, and
regulations; and
(iv) procure any other items or services, including, but not limited to,
any applications software or professional services that may be required by
Customer and/or its Authorized Users in connection with the Service and/or
this Agreement; and
(v) submit a completed copy of the form entitled, "AirBridge Packet Service
Request Form", attached hereto as Exhibit C, for modification, addition or
deletion of XXXx/ElDs during the term of this Agreement; and
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pay and hereby guarantees the payment of all invoices presented by BANM
under the terms of this Agreement.
6. AVAILABILITY OF THE SERVICE,
----------------------------
The Service is available for Customer and/or its Authorized Users who are
equipped for the Service when they are within the range of cell sites providing
the Service.
6.1 The Service is subject to transmission limitations caused by
atmospheric and like conditions. The Service may be temporarily interrupted
or curtailed due to government regulations, suspected fraudulent
activities, equipment modifications, upgrades, relocations, repairs and
similar activities necessary or appropriate for the proper or improved
operation of the Service.
6.2 The Service, although encrypted, is capable of being intercepted
without knowledge of or permission from Customer by unauthorized third
parties possessing certain types of devices or equipment.
7. TARIFF FILINGS.
---------------
This Agreement and performance hereunder are subject to any required State and
Federal regulatory filings. Where required, BANM shall commence the process for
submission of any such filings upon execution of this Agreement.
8. BILLING.
--------
BANM will provide Customer with a monthly invoice for the Service provided under
this Agreement.
8.1 The invoice will identify charges in accordance with Exhibit B. Terms
of payment shall be net thirty (30) days from the date of the invoice.
8.2 Undisputed payments received more than thirty (30) days after the date
of the invoice will incur a late payment charge in the amount of the
greater of one and one-half percent (11/2%) of the unpaid balance or the
applicable limit (if any) set by law for each month or fraction thereof
that such balance shall remain unpaid.
8.3 Customer will reimburse BANM for court costs, attorney's fees, costs of
investigation or collection and similar expenses incurred by BANM in the
enforcement of any right or privilege hereunder.
8.4 BANM may verify and/or reverify Customer's credit rating at any time
and BANM may require Customer at any time to make a suitable deposit that
BANM shall hold as guarantee of the payment of charges. Upon termination of
Service, BANM may apply Customer's deposit against Customer's xxxx for all
charges.
9. LIMITATION OF LIABILITY,
------------------------
9.1 IN NO EVENT SHALL BANM BE LIABLE TO CUSTOMER, ITS AUTHORIZED USERS, OR
EMPLOYEES AND/OR AGENTS OF EITHER OF THEM, OR ANY THIRD PARTY, FOR ANY
INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE DAMAGES, OR LOST
PROFITS OR ANY CLAIM OR DEMAND OF ANY NATURE OR KIND, INCLUDING, BUT NOT
LIMITED TO, USE OR INABILITY TO USE/ACCESS THE SERVICE, INCLUDING, BUT NOT
LIMITED TO, RELIANCE BY CUSTOMER AND/OR AN AUTHORIZED USER ON ANY DATA
OBTAINED THROUGH USE OF THE SERVICE, ANY INTERRUPTION, DEFECT, ERROR, VIRUS
OR DELAY IN OPERATION OR TRANSMISSION, ANY FAILURE TO TRANSMIT OR ANY LOSS
OF DATA, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE
PERFORMANCE OR BREACH THEREOF.
10. DISCLAIMER OR WARRANTIES
10.1 DUE TO THE POSSIBILITY OF ERRORS INCIDENT IN THE USE OF CDPD, THE
SERVICE FURNISHED BY BANM IS SUBJECT TO THE TERMS, CONDITIONS AND
LIMITATIONS SPECIFIED HEREIN. BANM MAKES NO WARRANTY, EITHER EXPRESS OR
IMPLIED, CONCERNING THE SERVICE, INCLUDING WITHOUT LIMITATION, WARRANTIES
OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OR USE.
10.2 CUSTOMER ACKNOWLEDGES IT HAS SELECTED CUSTOMER'S SOFTWARE AND/OR
EQUIPMENT (INCLUDING EQUIPMENT THAT MAY BE PURCHASED BY CUSTOMER THROUGH
BANM). BANM HAS MADE AND MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER,
DIRECTLY OR INDIRECTLY, EXPRESS OR IMPLIED, AS TO THE SUITABILITY,
DURABILITY, FITNESS FOR PARTICULAR PURPOSE OR USE, MERCHANTABILITY,
CONDITION OR QUALITY OF THE CUSTOMER SELECTED EQUIPMENT AND/OR SOFTWARE.
BANM SHALL NOT BE LIABLE TO CUSTOMER AND/OR ANY AUTHORIZED USER FOR ANY
LOSS, DAMAGE OR EXPENSE OF ANY KIND OR NATURE CAUSED DIRECTLY OR INDIRECTLY
BY THE CUSTOMER SELECTED EQUIPMENT AND/OR SOFTWARE, OR BY THE USE OR
MANUFACTURE THEREOF, OR BY ANY REPAIR, SERVICE OR ADJUSTMENT THERETO OR BY
ANY INTERRUPTION OF SERVICE OR LOSS OF USE THEREOF, OR FOR ANY LOSS OF
BUSINESS OR DAMAGE WHATSOEVER AND HOWSOEVER CAUSED. TO THE EXTENT
PERMITTED, BANM AGREES TO ASSIGN TO CUSTOMER ANY OF THE EQUIPMENT
MANUFACTURER'S WARRANTIES RECEIVED BY BANM WITH RESPECT TO THE CUSTOMER
SELECTED EQUIPMENT.
11. CREDIT FOR OUTAGES
-------------------
No credit or adjustment will be made for interruptions of the Service unless the
interruption continues for a period of twenty-four (24) hours or more, measured
from the time the interruption is reported to BANM by Customer. In the event of
an interruption of the Service that continues for a period of twenty-four (24)
hours or more, credit allowance will be made, at Customer's request, for a
pro-rata amount not to exceed the minimum charge per NEI for that month for each
NEI rendered inoperative by the interruption. The credit shall be available only
where the interruption is in no part due to the acts or omissions of Customer or
an Authorized User whether negligent or otherwise or by interruptions caused by
failure of equipment or service not provided by BANM. The foregoing credit shall
be the sole and exclusive remedy to Customer and/or Authorized User for any
interruption of the Service. In order to be eligible for any such credit,
Customer must request the credit within sixty (60) days of the commencement of
the interruption.
12. USE OF THE SERVICE,
-------------------
12.1 The Service furnished hereunder is for use only by Customer or its
Authorized Users.
12.2 Customer will be liable for all usage and administrative charges and
any other losses, damages, charges or expenses arising from or out of the
fraudulent use of Service, including unauthorized use resulting from or
attributable to Customer and/or its Authorized Users. The parties will
actively cooperate in order to minimize the fraudulent or other
unauthorized use and subsequent abuse of the Service provided by BANM.
13. USE OF MARKS,
-------------
13.1 Customer shall not, directly or indirectly, hold itself out as or
otherwise create the impression that it is sponsored, authorized, endorsed
by, affiliated with, or an agent of BANM or an affiliate thereof.
Additionally, Customer shall not use the name "Xxxx Atlantic NYNEX Mobile",
"Xxxx Atlantic", "NYNEX" or any xxxx used by BANM, Xxxx Atlantic or NYNEX
or any of their affiliates, or any colorable imitation thereof, in or as
part of any company name or trade name or in any other confusing or
misleading manner, without the prior written consent of BANM. Nothing
contained in this Agreement is intended to convey a license to use any such
trademarks, service marks or trade names.
14. INDEMNIFICATION.
---------------
(a) Customer shall defend, indemnify, and save harmless BANM and its
successors and assigns and its employees and agents and their heirs, legal
representatives and assigns from any and all claims or demands whatsoever,
including the costs, expenses and reasonable attorney's fees
4
incurred on account thereof, that may be made by any person, specifically
including, but not limited to, employees of the Customer, including, but
not limited to, claims for bodily injury (including death to persons) or
damage to property (including theft) occasioned by or alleged to have been
occasioned by the acts or omissions of Customer, its employees or persons
furnished by the Customer whether negligent or otherwise.
(b) Customer shall defend BANM at BANM's request, against any such
liability, claim or demand. The foregoing indemnification shall apply
whether Customer or BANM defends such suit or claims. BANM agrees to notify
Customer promptly of any written claim or demands against BANM for which
Customer is responsible hereunder.
15. TERM OF AGREEMENT,
------------------
15.1 This Agreement shall be effective when executed by an authorized
representative of BANM ("Effective Date"). The term of this Agreement shall
be three (3) years from the Effective Date. This Agreement shall
automatically renew for additional one (1) year terms unless either party
provides at least sixty (60) days written notice prior to the expiration
thereof of its intention not to renew this Agreement.
16. TERMINATION OF THE SERVICE.
---------------------------
16.1 Upon nonpayment of any sum due BANM, or upon a violation by Customer
of any of the provisions of this Agreement, BANM may give Customer written
notice of such nonpayment and/or violation. If Customer fails to rectify
the nonpayment or the violation within thirty (30) days of being given such
written notice, then BANM may immediately, without incurring any liability,
temporarily discontinue or interrupt the furnishing of the Service to
Customer.
16.2 Should Customer or its Authorized User's MES's be used with the
Service provided by BANM in violation of any of the provisions of this
Agreement, BANM may, immediately upon written notice to Customer, without
incurring any liability, take such action as it may reasonably determine is
necessary or appropriate for the provision of the Service to its customers.
Customer shall effect the discontinuance of any use of MES that is in
violation of this Agreement immediately upon notice to it of the violation,
and shall confirm in writing to BANM within five (5) business days that
such use has been discontinued. BANM may, in sole discretion, choose to
restore service to the MES in question when Customer has complied with the
provisions of this Section 17.2.
17. TERMINATION OF AGREEMENT.
-------------------------
17.1 Upon Default by Customer under this Agreement, of which Customer has
been given written notice, and which Customer has not cured within thirty
(30) days of such written notice BANM may, without incurring any liability,
immediately terminate this Agreement.
17.2 For purposes of this Section 19, "Default" shall be defined as:
17.2.1 Failure by Customer to pay any charge when due (i.e. within
thirty (30) days of date of invoice) or to perform or observe any term
or condition of this Agreement; or
17.2.2 Institution by the Customer of any proceeding in bankruptcy,
reorganization, or insolvency; institution against Customer of any
proceeding in bankruptcy, reorganization, or insolvency that is
acquiesced to or not dismissed within ninety (90) days; appointment of
a receiver for any substantial part of Customer assets; the making of
an assignment for the benefit of creditors or an admission in writing
of Customer of its inability to pay its debts as they mature.
18. PROPRIETARY AND CONFIDENTIAL INFORMATION.
-----------------------------------------
In connection with BANM's provision of the Service, certain confidential and
proprietary, technical, financial or business information may be disclosed by
BANM. The term "Information," as used in this Agreement, includes all
specifications, drawings, sketches, models, samples, reports, plans, forecasts,
current or historical data, computer programs or documentation and all other
technical, financial or business data. "Proprietary and/or Confidential
Information" is defined as Information which is in the possession of BANM, is
not generally available to the public, and which BANM desires to protect against
unrestricted disclosure or competitive use. All Information which is disclosed
by BANM to Customer and which is to be protected hereunder as Proprietary and/or
Confidential Information of BANM shall:
a. if in writing or other tangible form, be conspicuously labeled as
proprietary, confidential or the like at the time of delivery; and
b. if oral, be identified as Proprietary and/or Confidential Information
prior to disclosure and be reduced to a writing labeled as indicated
in (a) above within fifteen (15) business days after its disclosure.
BANM shall have the right to correct any inadvertent failure to designate
Information as Proprietary and/or Confidential Information as set forth above
by written notification as soon as practical (but in no event later than five
(5) business days) after such error is determined. After receiving said
notification, Customer shall from that time forward treat such Information as
Proprietary and/or Confidential Information.
c. With respect to Proprietary and/or Confidential Information provided
under this Agreement, Customer shall during the tenrm of this
Agreement and for two (2) years after termination or expiration of
this Agreement:
(1) hold the Proprietary and/or Confidential Information in strictest
confidence; and
(2) restrict disclosure and/or use to solely those
employees of Customer with a need to know and not disclose it to any
other parties; and
(3) advise those employees of their obligations with respect to the
Proprietary and/or Confidential Information and use the Proprietary
and/or Confidential Information only for the purposes hereunder except
as may otherwise be mutually agreed upon in writing.
d. Any Information disclosed by BANM to Customer which BANM holds subject
to an obligation of confidence to a third party, shall be subject to
the same level of protection as Proprietary and/or Confidential
Information of BANM'S, provided BANM advises Customer of the
confidential nature of such third party Information.
e. Customer shall have no obligation to preserve the proprietary nature
of any Information which:
(1) is made public by BANM; or
(2) was previously known to Customer free of any obligation to keep
confidential and is so documented; or
(3) is received by a third party without restriction and without breach of
this Agreement; or
(4) is independently developed by Customer and is so documented; or
(5) which Customer is required to disclose pursuant to a valid order of a
court or other governmental body or any political subdivision thereof-,
provided, however, that Customer shall first have given notice to BANM.
f. All Information shall be deemed the property of BANM. Upon request
Customer shall return all Information in tangible form to BANM or
destroy all such Information.
g. Upon discovery of any disclosure by Customer, its agents, employees,
consultants or contractors, of any Proprietary and/or Confidential
Information, Customer shall notify BANM and, at its own expense, take
all steps necessary to prevent any further disclosure of Proprietary
and/or Confidential Information in violation of this Agreement.
h. Nothing contained in this Agreement shall be construed as granting or
conferring any rights by license or otherwise in any Information
disclosed to Customer.
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19. MISCELLANEOUS,
19.1 Entire Agreement: Amendment. This Agreement and the attached Exhibits
constitute the entire agreement between the parties with respect to the
provision of the Service and associated services and supersede all prior
agreements, proposals, and understandings, whether written or oral. Any
modification or waiver of any provision of this Agreement must be in
writing and signed by authorized representatives of the parties.
19.2 Severability. If any provision, or portion thereof, of this Agreement
is invalid or unenforceable under applicable statute or rule of law, it is
only to that extent to be deemed omitted, and such unenforceability shall
not affect any other provision of this Agreement, but this Agreement shall
then be construed as if such unenforceable provision or provisions had
never been contained herein.
19.3 Independent Contractor. No party nor its employees or agents shall be
deemed to be employees or agents of the other party, it being understood
that each party is an independent contractor for all purposes and at all
times, and each party shall be wholly responsible for withholding and
payment of all federal, state, and local income and other payroll taxes
with respect to its employees, including contribution from them as required
by law.
19.4 Waiver. The failure by Customer or BANM at any time to enforce any of
the provisions of this Agreement or any right with respect thereto, will in
no way be construed to be a waiver of such provisions or rights or in any
way to affect the validity of this Agreement. The exercise by a party of
any rights under the terms or provisions of this Agreement shall not
preclude or prejudice the exercising thereafter of the same or any other
right.
19.5 Governing Law. Subject to any tariffs on file with any state or
federal regulatory body, this Agreement shall be governed by the law of the
State of New Jersey regardless of any conflicts of laws or rules which
would require the application of the laws of another jurisdiction.
19.6 Notices. Any notice to be given hereunder by either party to the other
shall be in writing and shall be valid and sufficient if dispatched by: a)
registered or certified mail, postage prepaid in any post office in the
United States; b) hand delivery; or c) overnight courier prepaid.
Notices to BANM shall be addressed to:
Xxxx Atlantic NYNEX Mobile
000 XxxxxxxxxxXxxxxx Xxxx
Xxxxxxxxxx, Xxx Xxxxxx 00000
Attention: GM Product Management
with a copy to Legal Dept. - same address
Notices to Customer shall be addressed to:
U.S. Wireless Data Inc.
0000 Xxxxxxxxxxxx Xxxxxx, #000
Xxxxx Xxxxx, Xxxxxxxx 00000
Attention:
If either party changes its address during the term hereof, it shall so
advise the other party in writing and any notice thereafter required to be
given shall be sent by certified mail to such new address.
19.7 Captions. The captions in this Agreement are for convenience only and
shall not be construed to define or limit any of the terms herein.
19.8 Publicity and Advertising. Without the prior written consent of the
other party, no party hereto will disclose to any person the terms and
conditions of this Agreement, except as may be required by law and then
only in compliance with Section 18.3(e). Customer shall submit to BANM all
advertising, sales promotion, press releases and other publicity matters
relating to the Service furnished by BANM under this Agreement wherein
BANM's name or marks is mentioned or language from which the connection of
said names or marks therewith may be inferred or implied. Customer shall
not publish or use such advertising, sales promotion, press releases, or
publicity matters without BANM's prior written approval. 7
19.9 Assignment. Any assignment of this Agreement, in whole or in part, or
any other interest hereunder without BANM's prior written consent shall be
void. It is further agreed that BANM, upon written notice to Customer, may
assign this Agreement, in whole or in part, or any of its rights, duties
and obligations under this Agreement to its parent, an affiliate or
affiliates of BANM, or to a partnership or partnerships in which BANM, its
parent or an affiliate has an BANM interest. This Agreement shall benefit
and be binding upon the parties hereto and their respective successors and
permitted assigns.
19.10 Authorized Signatures. BANM and Customer each represent that the
individual signing this Agreement on its behalf has the power and authority
to enter into this Agreement and that this Agreement constitutes a valid
and binding obligation of each party.
19.11 Compliance with Laws Both parties shall comply with all applicable
local, state, and federal regulations, laws, ordinances, rules, and
decisions.
19.12 Acts of God. In no event shall BANM have any liability for any
failure to comply with this Agreement, if such failure results from the
occurrence of any contingency beyond the reasonable control of BANM,
including without limitation, the cellular provider serving a particular
area, strike or other labor disturbance, riot, theft, flood, fire,
lightning, storm, any act of God, power failure, war, national emergency,
interference by any government or governmental agency, embargo, seizure, or
enactment of any law, statute, ordinance, rule or regulation.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized representatives.
CELLCO PARTNERSHIP U.S. Wireless Data, Inc.
By Xxxx Atlantic NYNEX Mobile, Inc.,
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxx Xxxxxxxxx
-------------------- ---------------------
Name: Xxxxxxx X. Xxxxx Name: Xxx Xxxxxxxxx
----- ---------------- ----- -------------
Title: Executive Vice President & COO Title: President & CEO
------ ------------------------------ ------ ---------------
Date: 8/14/97 Date: 8/12/97
----- ------- ----- -------
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EXHIBIT A
This Exhibit A sets forth the Area(s), as that term is used in this Agreement,
in which BANM is authorized to provide CRS as described in this Agreement. In
this Exhibit there is described the individual counties of the MSA's and/or
RSA's in which BANM is authorized to conduct its CRS operations
1 . (a) COUNTIES OF THE MSA(S) IN WHICH BANM IS LICENSED:
Bronx NY, Kings NY, New York NY, Queens NY, Richmond NY, Xxxxxx NY, Rockland NY,
Westchester NY, Bergen NJ, Nassau NY, Suffolk NY, Essex NJ, Xxxxxx NJ, Somerset
NJ, Union NJ, Xxxxxx NJ and Passaic NJ of the New York MSA; Bucks PA, Chester
PA, Delaware PA, Xxxxxxxxxx PA, Philadelphia PA, Burlington NJ, Camden NJ and
Gloucester NJ of the Philadelphia MSA; Essex MA, Middlesex MA, Plymouth MA,
Suffolk MA and Rockingham NH of the Boston MSA; District of Columbia, Xxxxxxx
MD, Xxxxxxxxxx MD, Prince Georges MD, Alexandria City VA, Fairfax City VA, Falls
Church City VA, Manassas City VA, Manassas Park City VA, Arlington VA, Fairfax
VA, Loudoun VA and Prince Xxxxxxx VA of the Washington DC MSA; Allegheny PA,
Beaver PA, Washington PA and Xxxxxxxxxxxx PA of the Pittsburgh MSA; Baltimore
City MD, Xxxx Arundel MD, Baltimore MD, Xxxxxxx MD, Harford MD and Xxxxxx MD of
the Baltimore MSA; Hartford CT, Middlesex CT and Tolland CT of the Hartford MSA;
New Haven CT of the New Haven MSA; Madison NY, Worcester MA of the Worcester
MSA; Lackawanna PA, Carbon PA, Lehigh PA, Northampton PA and Xxxxxx NJ of the
Allentown MSA; Xxxxxxx City VA, Chesterfield VA, Goochiand VA, Hanover VA,
Henrico VA, Xxxxxx NC, Meklenburg NC and Union NC of the Charlotte MSA;
Middlesex NJ of the New Brunswick MSA; Hampden MA and Hampshire MA of the
Springfield MSA; Greenville SC, Pickens SC and Spartanburg SC of the Greenville
MSA; New Castle DE, Salem NJ and Xxxxx MD of the Wilmington MSA; Monmouth NJ of
the Long Branch MSA; Bristol MA of the New Bedford MSA; Lexington SC and
Richland SC of the Columbia MSA; Gloucester VA, Hampden City VA, Xxxxx City VA,
Poquoson City VA, Berks PA of the Reading MSA; Xxxxxx NJ of the Trenton MSA;
Hillsborough NH of the Manchester MSA; Atlantic NJ and Cape May NJ of the
Atlantic City MSA; Orange NY of the Orange County MSA; Dutchess NY of the
Poughkeepsie MSA; New London CT of the New London MSA; Alexander NC, Xxxxx NC
and Catawba NC of the Hickory MSA; Berkshire MA of the Pittsfield MSA; Anderson
SC of the Anderson MSA; Cumberland NJ of the Vineland MSA; Xxxxxx NY and
Washington NY of the Xxxx Falls MSA; Chittenden VT and Grand Isle VT of the
Burlington MSA.
(b) COUNTIES OF THE RSA(S) IN WHICH BANM IS LICENSED:
Hunterdon in NJ 1-HUNTERDON; Ocean in NJ 2-OCEAN; Sussex in NJ 3-SUSSEX; Kent
and Sussex in DE 1-KENT; Kent, Queen Annes, Xxxxxx, Xxxxxxxx, Dorchester,
Wicomico, Somerset, Xxxxxxx, St. Marys, and Worcester in MD 2-KENT; Frederick in
MD 3-FREDERICK; Xxx, Wise, Dickenson, Xxxxxxxx, Xxxxxxx and Norton City in VA
1-XXX; Frederick, Clark, Shenandoah, Page, Rappahannock, Fauquier, Warren and
Winchester City in VA 10-FREDERICK (Bl); Xxxxx, Jackson, Roane, and Xxxxxxx in
WV 1-XXXXX; Wetzel, Tyler, Doddridge, Ritchie, Gilmer, Lewis, Xxxxxxxxx in WV
2-XXXXXX; McKean, Camerom, and Elk in PA 2-MCKEAN; Xxxxxx, Clarion, Xxxxxxxx and
Xxxxxxxxx in PA 6-XXXXXXXX (B2); Indiana, Jefferson and Clearfield in PA 7-
JEFFERSON; Xxxxxx and Fayette in PA 9-XXXXXX; Huntingdon, Juniata and Mifflin in
PA 11- HUNTINGDON; Xxxxxxx in CT 2-XXXXXXX; Newport in RL-NEWPORT; Cherokee,
Clay, Graham, Macon, Swain, Haywood, Xxxxxxx and Transylvania in NC 1-CHEROKEE;
Anson, Montgomery, Richmond, Scotland in NC 5-ANSON; Cabarrus, Stanly, Rowan,
Iredell, and Davie in NC 15-CABARRUS; Laurens, Greenwood, McCormick, Edgefield,
Saluda, Newberry and Abbeville in SC 2-LAURENS; Xxxxxxx, Orangeburg, Barnwell,
Xxxxxxx and Allendale in SC 7- XXXXXXX; Oconee in SC 1-OCONEE; Cherokee,
Xxxxxxx, Union and Fairfield in SC 3-CHEROKEE; Lancaster and York in SC
9-LANCASTER; Barnstable, Xxxxx and Nantucket in MA 2- BARNSTABLE; Xxxxxxx,
Xxxxxxx and Merrimack in NH 2-XXXXXXX; Franklin, Orleans, Essex, Lamoille,
Washington, Caledonia and Orange in VT 1-FRANKLIN; Addison, Rutland, Windsor,
Bennigton and Xxxxxxx in VT 2-ADDISON; Dawson, Lumpkin, White, Habersham, Hall,
Banks, Franklin, Stephens, Rabun, Xxxxxx in GA 2-XXXXXX.
9
EXHIBIT B
PRICE SCHEDULE
$ * per month per NEI
$ * per kilobyte
$ * activation fee per NEI
* CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY U.S. WIRELESS DATA, INC. FOR THIS
PORTION OF THIS DOCUMENT PURSUANT TO COMMISSION RULE 24b-2. THE OMITTED MATERIAL
HAS BEEN FILED SEPARATELY WITH THE COMMISSION. 10
EXHIBIT C
AirBridge's Packet Service Request Form
Please fax requests to Xxxxxxx Pazkiewicz or Xxxxxxx Xxxxxxxxx at 000-000-0000
Contract Number Date
Customer Number Quantity
MDIS EID's NEI's Activation/Deactivation Date
1. 1. 1. 1.
2. 2. 2. 2.
3. 3. 3. 3.
4. 4. 4. 4.
5. 5. 5. 5.
MDIS EID's NEI's Activation/Deactivation Date
1. 1. 1. 1.
2. 2. 2. 2.
3. 3. 3. 3.
4. 4. 4. 4.
5. 5. 5. 5.
MDIS EID's NEI's Activation/Deactivation Date
1. 1. 1. 1.
2. 2. 2. 2.
3. 3. 3. 3.
4. 4. 4. 4.
5. 5. 5. 5.
MDIS EID's NEI's Activation/Deactivation Date
1. 1. 1. 1.
2. 2. 2. 2.
3. 3. 3. 3.
4. 4. 4. 4.
5. 5. 5. 5.
Authorized Signer:
Print Name and Title
Signature:
