Amendment Two to Customer Care and Billing Services Agreement Between Clearwire US LLC and Amdocs Software Systems Limited
Exhibit 10.1
CONFIDENTIAL TREATMENT REQUESTED UNDER
17 C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.24b-2.
[*****] INDICATES OMITTED MATERIAL THAT IS THE
SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST
FILED SEPARATELY WITH THE COMMISSION.
THE OMITTED MATERIAL HAS BEEN FILED
SEPARATELY WITH THE COMMISSION.
17 C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.24b-2.
[*****] INDICATES OMITTED MATERIAL THAT IS THE
SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST
FILED SEPARATELY WITH THE COMMISSION.
THE OMITTED MATERIAL HAS BEEN FILED
SEPARATELY WITH THE COMMISSION.
Amendment Two to Customer Care and Billing Services Agreement Between
Clearwire US LLC
and
Amdocs Software Systems Limited
This amendment two to Customer Care and Billing Systems Agreement (“Amendment Two”) is entered into
this seventh (7th) day of March, 2011 (“Amendment Two Effective Date”) by and between
Clearwire US LLC (“Clearwire”) and Amdocs Software Systems Limited (“Amdocs”), each of whom is
referred to as a “Party” and collectively as the “Parties”. Capitalized terms that are not defined
in this Amendment Two shall have the same definition as used in the CCBS Agreement (defined below)
or Amendment One (defined below) as applicable.
Whereas, Clearwire and Amdocs entered into a Customer Care and Billing Systems Agreement dated
Xxxxx 00, 0000 (xx amended from time to time through the date hereof, the “CCBS Agreement”); and
Whereas, the Parties entered into that certain Letter Agreement for the Payment of Amounts Due and
the Amendment of Agreements, dated December 21, 2010 (“Amendment One”) which modified and amended
certain terms and conditions of the CCBS Agreement, including without limitation certain schedules
to the CCBS Agreement; and
Whereas, pursuant to Amendment One, on December 30, 2010, Clearwire paid to Amdocs the [*****]
Initial Payment which amount, together with the [*****] Subsequent Payment due on March 15, 2011,
represents complete, full, final payment and satisfaction of certain outstanding invoices attached
as Annex A to Amendment One; and
Whereas, the parties hereto desire to further amend and/or modify the CCBS Agreement;
Now, wherefore, for good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties agree to the following provisions of this Amendment Two which provisions
amend and modify the CCBS Agreement, including without limitation, certain schedules to the CCBS
Agreement:
1. The opening paragraph under Chapter B.1 “Clearwire BSS Managed Services Fees” contained in
Schedule D of the CCBS Agreement is deleted in its entirety, and is hereby replaced by a new
opening paragraph of Chapter B.1 which provides as follows
Amdocs will charge Clearwire for Amdocs’ services as described in Chapter C to
Schedule A of the Agreement and in Schedule B to the Agreement (as amended by
Additional Service Orders “Order #2 (Additional Services)” dated November 9,
2009; “Order #10 (Additional Services)” dated November 17, 2009; and “Order #12
(Additional Services)” dated November 9, 2009) (the “Managed Services”) , except
for the services where a separate charge has been expressly stated by the Parties
in this Schedule D (e.g., Chapters B.2 and C) and Additional Services (for which
the charges shall be set forth in the applicable Additional Services Order) as
described in this Chapter B.1 or as otherwise provided in this Chapter B to
Schedule D.
2. Section 8.1 of Chapter B.1 “Clearwire BSS Managed Services Fees” contained in Schedule D of the
CCBS Agreement is deleted in its entirety, and is hereby replaced by new Section 8.1 of Chapter B.1
which provides as follows:
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8.1 Subject to the cap described in Section 9 below, starting January 1, 2011 the
total monthly managed services fee for the Manage Services under the Agreement
(including, without limitation, the reference table management services described
in Schedule B and the Additional Service Orders amending Schedule B, i.e.,
Additional Service Orders “Order #2 (Additional Services)” dated November 9,
2009; “Order #10 (Additional Services)” dated November 17, 2009; “Order #12
(Additional Services)” dated November 9, 2009) will be the greater of (a) a flat
fee of [*****] per month (the “Reduced Managed Service Fee”) or (b) the
combination of Monthly Subscriber Fees as specified in the following tables
(Table 8.1(a) through Table 8.1(d) inclusive), provided however that Table 8.1(a)
and Table 8.1(b) shall only be applicable to retail subscribers that Clearwire
activates and manages on the CCBS-based “CES 7.5” retail billing and customer
care system, and not to any retail subscribers activated and managed on any other
retail billing and customer care system.
3. Section 3 of Additional Services Order #2 dated November 9, 2009 under the CCBS Agreement is
deleted in its entirety and is hereby replaced by new Section 3 which provides as follows:
4. Section 5 of Additional Services Order #10 dated November 17, 2009 under the CCBS Agreement is
deleted in its entirety and is hereby replaced by new Section 5 which provides as follows:
5. Section 3 of Additional Services Order #12 dated November 9, 2009 under the CCBS Agreement is
deleted in its entirety and is hereby replaced by new Section 3 which provides as follows:
6. Section 6.2 of Schedule D of the CCBS Agreement is deleted in its entirety, and is hereby
replaced by new Section 6.2 set forth below, provided, however ,notwithstanding anything contained
herein, the CCBS Agreement or any other applicable agreement this new Section 6.2 shall be deemed
null and void to the extent that Clearwire does not make the Subsequent Payment in accordance with
Amendment One:
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6.2. Clearwire shall earn a credit of up to [*****] each calendar year during the
Term of the Agreement (including any extension of the Term) in the form of
development credits (the “Restructured Development Credits”) which may be applied
toward Services, provided or performed by Amdocs under the Agreement. The amount
of Restructured Development Credits earned each calendar year shall be (i) based
on, an hour by hour basis, the aggregate number of development hours and testing
hours paid for by Clearwire during the applicable calendar year, subject to
achieving the minimum thresholds as set forth below in Table 6.2 and (ii) to the
extent earned, apportioned between development credits earned (which may only be
used for development services), and testing credits earned (which may only be
used for testing services), based on the proportion of development hours and
testing hours paid for by Clearwire during such calendar year to the total
development and testing credits available during such calendar year as set forth
in Table 6.2 (e.g., [*****] development hours and [*****] testing hours paid for
by Clearwire during a calendar year will earn Clearwire [*****] development
credits and [*****] testing credits for such calendar year ) . For the purposes
of this Section 6.2, a “development hour” means any activity performed in the
scoping, analysis, design, coding, or project management of a development
delivery into production and “testing hour” means any activity performed in
testing a project. Any Restructured Development Credits earned by Clearwire
during a respective calendar year may be used by Clearwire through, and
including, the end of the second quarter of the immediately succeeding calendar
year during which such Restructured Development Credits were earned by Clearwire
(such period, the “Restructured Development Credit Use Period”). Any Restructured
Development Credits not used by Clearwire during the applicable Restructured
Development Credit Use Period shall permanently expire and may not be used by
Clearwire in any way under the Agreement or any other applicable agreement.
TABLE 6.2
Annual Development And Testing | Annual Development And Testing | |
Hours Paid | Hours Credited | |
[*****]
|
[*****] | |
[*****]
|
[*****] |
7. For the avoidance of doubt, the Parties acknowledge and agree that fees from Schedule D, Chapter
B.2, sections 15-18 only apply if those systems or services are in production. Unless and until
Clearwire places those modules or services (e.g. APRM, APS, ASMM, etc.) described in sections 15-18
in production, the fees do not apply and Amdocs cannot invoice Clearwire for such modules or
services. If Clearwire places those modules or services in production, then the fees will apply,
and such fees would not be subject to the [*****] Reduced Managed Service Fee cap.
8. Additional Services Order #14 dated January 4, 2010 under the CCBS Agreement is hereby cancelled
in its entirety effective December 31, 2010, including without limitation any ongoing maintenance
or service fees of any kind. Clearwire shall not be charged, and shall not pay, any cancellation
fees or other charges in connection with the cancellation of Additional Services Order #14, and
Amdocs waives any and all rights to invoice or collect any such fees or charges from Clearwire.
Clearwire is relieved from any obligation to pay any maintenance or other services and Amdocs
waives any and all rights to invoice or collect any such fees or charges from Clearwire.
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or charges from Clearwire. Notwithstanding the foregoing, Clearwire may continue to use any and
all deliverables under Additional Services Order #16 subsequent to such cancellation.
10. All other terms and conditions in the CCBS Agreement not amended or modified herein, will
remain in effect and are not affected by this Amendment Two. In the event of a conflict between
the provisions of this Amendment Two and the provisions of the CCBS Agreement prior to the date
hereof , the provisions of this Amendment Two shall govern. Except as expressly provided in this
Amendment Two, nothing herein shall operate as, or be deemed to constitute, a waiver of any rights
or benefits by any Party, and each Party retains all of its rights under the CCBS Agreement as
amended.
Each Party has caused this Amendment Two to be executed by its authorized representative as of the
Amendment Two Effective Date.
CLEARWIRE US LLC | AMDOCS SOFTWARE SYSTEMS LIMITED | |||||||||||||
By:
|
/s/ Xxxxxxx Xxxxxx | By: | /s/ Xxxxxx Butter | |||||||||||
Name:
|
Xxxxxxx Xxxxxx | Name: | Xxxxxx Butter | |||||||||||
Title:
|
CEO | Title: | Assistant Secretary | |||||||||||
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