LICENSE AND SUPPORT AGREEMENT
This License and Support Agreement ("Agreement") is entered into as of 30
September 1996 between Advanced Radio Technologies Corporation ("ART US") of
Bellevue, Washington, USA and Advanced Radio Telecom Limited ("ART Ltd.") of
London, United Kingdom. In return for the promise of issuance of shares, the
number and value of which is the subject of a separate Shareholders Agreement in
ART Ltd. between ART US and Xxxxx Xxxxxxxxxxx, dated 30 September 1996, and
other valuable consideration duly acknowledged, ART US and ART Ltd. agree as
follows:
1. ART US and ART Ltd. will enter into a license agreement that shall grant
ART Ltd. an exclusive, fully paid-up, perpetual license to use, in the territory
of United Kingdom only, the proprietary service marks, service names, trade
names and/or trademarks "Advanced Radio Telecom", "Advanced Radio Technologies",
"ART" and "DigiWave" and other service/trade names/marks as ART US shall develop
relating to terrestrial wireless fixed broadband communications services. ART
Ltd. agrees to grant ART US an exclusive, fully paid-up, perpetual license to
use in all territories other than the territory of United Kingdom, any
service/trade names/marks that ART Ltd. develops relating to wireless broadband
communications services.
2. ART US shall license to ART Ltd., in the territory of United Kingdom only,
use of technology relating to terrestrial wireless fixed broadband
communications ("Technology") acquired or developed by ART US as provided
herein. Subject to contract restrictions, intellectual property rights held by
third parties and export licensing requirements or other applicable statutory or
regulatory limitations or restrictions, technology acquired by ART US shall be
licensed to ART Ltd. on the same terms and conditions as apply to ART US.
Subject to intellectual property rights held by third parties and export
licensing requirements, or other applicable statutory or regulatory limitations
or restrictions, Technology developed by ART US shall be made available to ART
Ltd. on a cost basis (including reasonably attributable overhead). ART Ltd.
shall grant ART US access to Technology acquired or developed by ART Ltd. on the
same basis.
3. ART US shall use reasonable efforts to provide in any new contracts for the
purchase, lease or other acquisition or use of terrestrial fixed wireless
broadband communications service equipment ("Equipment") that ART Ltd. shall
have the right to purchase, lease, or otherwise acquire such Equipment on the
same terms and conditions as ART US. ART US shall use reasonable efforts to
attempt to amend any existing agreements, if necessary, to provide ART Ltd. with
the right granted above. ART Ltd. shall use reasonable efforts to provide
reciprocal terms in any Equipment contracts it enters into.
4 Subject to existing license restrictions, if any, ART US shall provide ART
Ltd. with access to and use of ART US billing systems and software subject to
similar terms, conditions
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and license fees as apply to ART US. ART US shall provide technical assistance
and support to ART Ltd. on a cost basis (including reasonably attributable
overhead) for accounting and billing.
5. ART Ltd. and ART US, for the cost of reproduction, shall have access to and
use of all marketing materials developed or produced by the other, and each
party shall grant to the other such license rights as may be necessary to
utilize such marketing materials.
6. ART US shall provide ART Ltd. with training at ART US headquarters or such
other locations as ART US may decide, subject to the availability of facilities
and personnel, on a cost basis (including reasonably attributable overhead).
7. ART US shall provide to ART Ltd. network monitoring services via the
Network Management System located at ART US headquarters. ART US shall provide
ART Ltd. with a customer support desk and hotline manned on a 24 hour, 7 days a
week basis. A separate agreement for these services shall be negotiated by the
parties which shall provide for reimbursement on a cost basis (including
reasonably attributable overhead) including, but not limited to, all
communications costs.
8. ART US and ART Ltd. shall provide to each other copies, in electronic and
printed form, of all standard agreements, forms and price sheets developed by
the Parties.
9. Each party shall provide to the other copies of any operating manuals
relating to terrestrial fixed wireless broadband communications services.
10. ART US shall introduce to ART Ltd., upon request, customers of ART US with
a presence in United Kingdom. ART Ltd. shall introduce to ART US or any ART
Affiliate, upon request, customers of ART Ltd. with a presence in the United
States or in any other country in which an ART Affiliate is doing or planning
business. For the purpose of this paragraph, the term "ART Affiliate" shall
mean any company or business organization in which ART US has an ownership
interest.
11. ART US shall provide to ART Ltd. computer resources and computer systems
support, including but not limited to Geographic Information Systems, to the
extent that computer resources personnel are available. Such resources and
support shall be provided on a cost basis (including reasonably attributable
overhead).
12. ART US shall provide to ART Ltd. access to all relevant business concepts,
methods, procedures, management systems, compensation plans and other relevant
business and management tools developed by ART US.
13. ART US shall provide to ART Ltd. engineering support to the extent ART US
engineering personnel are available, on a cost basis (including reasonably
attributable overhead).
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SIGNED AND AGREED AS OF THE DATE ABOVE FIRST WRITTEN:
Advanced Radio Technologies Corporation Advanced Radio Telecom Limited
_______________________________________ ______________________________
Xx. Xxxxxx Xxxxxxxxxxxx Xxxxx Xxxxxxxxxxx
Chairman & CEO Director
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