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 Sweden AB of Stockholm,
Sweden ("ART Sweden"). 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 Sweden between ART US and Xxxxx Xxxxxxxxxxx, dated 30 September 1996, and
other valuable consideration duly acknowledged, ART US and ART Sweden agree as
follows:
1. ART US and ART Sweden will enter into a license agreement that shall grant
ART Sweden an exclusive, fully paid-up, perpetual license to use, in the
territory of Sweden 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
Sweden agrees to grant ART US an exclusive, fully paid-up, perpetual license to
use in all territories other than the territory of Sweden, any service/trade
names/marks that ART Sweden develops relating to wireless broadband
communications services.
2. ART US shall license to ART Sweden, in the territory of Sweden 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 Sweden 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
Sweden on a cost basis (including reasonably attributable overhead). ART Sweden
shall grant ART US access to Technology acquired or developed by ART Sweden 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 Sweden 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 Sweden
with the right granted above. ART Sweden 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
Sweden 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 Sweden on a cost basis (including reasonably attributable
overhead) for accounting and billing.
5. ART Sweden 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 Sweden 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 Sweden network monitoring services via the
Network Management System located at ART US headquarters. ART US shall provide
ART Sweden 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 Sweden 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 Sweden, upon request, customers of ART US
with a presence in Sweden. ART Sweden shall introduce to ART US or any ART
Affiliate, upon request, customers of ART Sweden 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 Sweden 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 Sweden 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 Sweden 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 Sweden AB
_______________________________________ ________________________________
Xx. Xxxxxx Xxxxxxxxxxxx Xx. Xxxxxxx Xxxxxxx
Chairman & CEO Director
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