Common use of Transfer and Relocation Clause in Contracts

Transfer and Relocation. (a) Except as provided in subsection 27.4, where the Owner or any successor to the Owner's title in the Products (i) elects to transfer a Product to a third party, and where such Product will remain in place and operational for the purpose of continuing to provide PCS in the franchise area in which such Product is installed, or (ii) elects to transfer Products to an Affiliate for reuse within the United States, the Owner may transfer its RTU License for the Software furnished under this Contract for use with such Product, without the payment of any additional Software right-to-use fees by the transferee, but only under the following conditions: (A) The right to use such Software may be transferred only together with the Products with which the Owner has a right to use such Software, and such right to use the Software will continue to be limited to use with such Products; (B) Before any such Software is transferred, the Owner will notify the Vendor of such transfer and the transferee will have agreed in writing (a copy of which will be provided to the Vendor) to keep the Software in confidence and to corresponding conditions respecting possession and use of Software as those imposed on the Owner in this Contract; and (C) The transferee will have the same right to Software warranty and Software maintenance for such Software as the transferor, provided the transferee continues to pay the fees, including recurring fees, such as Annual Release Maintenance Fees, if any, associated with such Software warranty or maintenance. (b) Except as provided in subsection 11.4(a) or subsection 27.4, and except as may otherwise in this Contract be provided expressly, the Owner or any successor to the Owner's title in the Products will have no right to transfer Software furnished by the Vendor under this Contract without the consent of the Vendor. If the Owner or such successor elects to transfer a Product purchased under this Contract for which it does not under this Contract have the right to transfer related Software, the Vendor agrees that upon written request of the transferee of such Product, or of the Owner or such successor, the Vendor will not without reasonable cause fail to grant to the transferee a license to use such Software with the Products, whether to be located within the United States or elsewhere, upon payment of a relicensing fee to the Vendor in an amount equal to fifty percent (50%) of the license fee for the Software originally paid by the Owner to the Vendor at the time of the original purchase of the Software from the Vendor; provided that such relicensing fee will in no event exceed fifteen percent (15%) of the price paid by the transferee to the Owner for the Product with respect to which such Software is used.

Transfer and Relocation. (a) Except as provided in subsection 27.4During the Term, where the Owner or any successor to the Owner's title in the Products (i) event any Company elects to transfer a Product to a third party, and where such Product will shall remain in the same place and operational be used for substantially the same purpose of continuing to provide PCS as used by the transferring Company and where such third party resides in the franchise area United States and (i) is not a direct or indirect competitor of Vendor involved in which such Product is installedthe manufacture of communications equipment, software or related services, (ii) elects to transfer Products to has not in the past materially breached prior agreements with the Vendor or its Affiliates; (iii) is not otherwise engaged with the Vendor or its Affiliates in an Affiliate agreement for reuse within the United Statespurchase and/or supply of wireless technology, the Owner such Company may transfer its the RTU License for the Software furnished under this Contract Agreement for use with such ProductProduct to such transferee, without the payment of any additional Software right-to-right to use fees by the transferee, but only subject to the payment of re-certification fees to Vendor on commercially reasonable terms and, assuming Company has made full payment for the RTU fees due and payable at time of the transfer, the Companies shall automatically be released from all obligations under the RTU License for such Product from and after the date of such transfer; provided, Company has complied with all of its obligations required hereunder for such transfer. For example, if the RTU License for the Software contains usage or per subscriber limits, or the processor to be used by transferee requires additional memory or hard disk space additional payments or purchases by the transferee may be required to increase the license limits as well as commercially reasonable re-certification fees. The following conditionsconditions shall apply to transfers and relocations pursuant to this subsection 11.4: (Aa) The right to use such Software may be transferred only together with the Products with which the Owner transferring Company has a right to use such Software, and such right to use the Software will shall continue to be limited to use with such ProductsProducts and shall not be further transferable by the transferee; (Bb) Before any such Software is transferred, the Owner will transferor shall notify the Vendor of such transfer and the transferee will shall have agreed in writing (a copy of which will shall be provided to the Vendor) to keep the Software in confidence and to corresponding comply with the conditions respecting possession and use of Software as those imposed on the Owner transferring Company in this Contract; andAgreement; (Cc) The transferee will shall have the same right to Software warranty and warranty, Software maintenance and indemnity for such Software as the transferor, provided the transferee continues to pay the fees, including recurring or as commercially reasonable re-certification fees, such as Annual Release Maintenance Fees, if any, associated with such Software warranty or maintenance. (b) maintenance pursuant to this Agreement; and Except as otherwise specifically provided in subsection 11.4(a) or subsection 27.4this Agreement, and except as may otherwise in this Contract be provided expressly, the Owner or any successor to the Owner's title in the Products will a Company shall have no right to transfer Software furnished by the Vendor under this Contract Agreement without the consent of the Vendor. If the Owner or such successor elects to transfer a Product purchased under this Contract for which it does not under this Contract have the right to transfer related Software, the Vendor agrees that upon written request of the transferee of such Product, or of the Owner or such successor, the Vendor will not without reasonable cause fail to grant to the transferee a license to use such Software with the Products, whether to be located within the United States or elsewhere, upon payment of a relicensing fee to the Vendor in an amount equal to fifty percent (50%) of the license fee for the Software originally paid by the Owner to the Vendor at the time of the original purchase of the Software from the Vendor; provided that such relicensing fee will in no event exceed fifteen percent (15%) of the price paid by the transferee to the Owner for the Product with respect to which such Software is used.

Transfer and Relocation. (a) Except as provided in subsection 27.4, where In the Owner or event any successor to the Owner's title in the Products (i) Company elects to transfer a Product to a third party, and where such Product will shall remain in place and operational be used for substantially the same purpose of continuing to provide PCS as used by the transferring Company and where such third party resides in the franchise area United States and is not a direct competitor of Vendor involved in which such Product is installedthe manufacture of communications equipment, software or (ii) elects to transfer Products to an Affiliate for reuse within the United Statesrelated services, the Owner may transfer its RTU License for the Software furnished under this Contract Agreement for use with such ProductProduct shall automatically be transferred to such transferee, without the payment of any additional Software right-to-right to use fees by the transferee, but only and the Companies shall automatically be released from all obligations under the RTU License for such Product. For example, if the RTU License for the Software contains usage or per subscriber limits, or the processor to be used by transferee requires additional memory or hard disk space additional payments or purchases may be required to increase the license limits. The following conditionsconditions shall apply to transfers and relocations pursuant to this subsection 11.4: (Aa) The right to use such Software may be transferred only together with the Products with which the Owner transferring Company has a right to use such Software, and such right to use the Software will shall continue to be limited to use with such Products; (Bb) Before any such Software is transferred, the Owner will transferor shall notify the Vendor of such transfer and the transferee will shall have agreed in writing (a copy of which will shall be provided to the Vendor) to keep the Software in confidence and to corresponding comply with the conditions respecting possession and use of Software as those imposed on the Owner transferring Company in this Contract; andAgreement; (Cc) The transferee will shall have the same right to Software warranty and Software maintenance for such Software as the transferor, provided the transferee continues to pay the fees, including recurring fees, such as Annual Release Maintenance Fees, if any, associated with such Software warranty or maintenance.maintenance pursuant to this Agreement; and (bd) In the event that any Company wishes to use the Software on Products outside of the United States or to transfer Software to an unaffiliated third party transferee where such Product shall not remain in place or be used for substantially the same purpose as used by the transferring Company, Vendor shall not unreasonably withhold its consent to such use or transfer, provided that Vendor or the transferee, as the case may be, enters into an appropriate license agreement with an Affiliate of Vendor carrying on business in the territory in which the Software is to be located, on terms substantially similar to the RTU License terms set forth herein, provided, however, that Cricket acknowledges and agrees that support and maintenance obligations set forth herein are only applicable for Software resident on Products located within the United States. Support and maintenance Services offered by Vendor’s Affiliates differs in various different territories, and will be subject to the local practices maintained in such territory. Except as otherwise provided in subsection 11.4(a) or subsection 27.4this Agreement, and except as may otherwise in this Contract be provided expressly, the Owner or no Company shall have any successor to the Owner's title in the Products will have no right to transfer Software furnished by the Vendor under this Contract Agreement without the consent of the Vendor, which consent shall not be unreasonably withheld. If the Owner or such successor a Company elects to transfer a Product Equipment purchased under this Contract Agreement for which it does not under this Contract Agreement have the right to transfer related Software, the Vendor agrees that upon written request of Cricket, the transferring Company or the transferee of such ProductEquipment, or of the Owner or such successor, the Vendor will shall not without reasonable cause fail to grant to the transferee a license to use such Software with the ProductsEquipment, whether to be located within the United States or elsewhere, upon payment of a relicensing fee to the Vendor in an amount equal to fifty percent (50%) of the license fee for the Software originally paid by the Owner to the Vendor at the time of the original purchase of the Software from the Vendor; provided that such relicensing fee will in no event exceed fifteen percent (15%) of the price paid by the transferee to the Owner for the Product with respect to which such Software is used.

Transfer and Relocation. (a) Except as provided in subsection 27.4, where In the event the Owner or any ----------------------- successor to the Owner's title in the Products (i) elects to transfer a Product to a third party, and where such Product will shall remain in place and operational used for substantially the same purpose of continuing to provide PCS as used by the Owner and where such third party resides in the franchise area United States and is not a direct competitor of the Vendor involved in which such Product is installedthe manufacture of communications equipment, software or related services, or (ii) elects to transfer Products to an Affiliate for reuse within the United Statesaffiliate, the Owner may [*] Certain material (indicated by an asterisk) has been omitted from this document pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission. transfer its RTU License for the Software furnished under this Contract for use with such Product, without the payment of any additional Software right-to-use fees by the transfereetransferee provided that Annual Maintenance Fees shall continue to be calculated on the same basis. For example, but only under if the RTU License for the Software contains usage or per subscriber limits, or the processor to be used by transferee requires additional memory or hard disk space additional payments or purchases may be required. The following conditionsconditions shall apply to transfers and relocations pursuant to this subsection 13.4: (A) The right to use such Software may be transferred only together with the Products with which the Owner has a right to use such Software, and such right to use the Software will shall continue to be limited to use with such Products; (B) Before any such Software is transferred, the Owner will shall notify the Vendor of such transfer and the transferee will shall have agreed in writing (a copy of which will shall be provided to the Vendor) to keep the Software in confidence and to corresponding conditions respecting possession and use of Software as those imposed on the Owner in this Contract; and (C) The transferee will shall have the same right to Software warranty and Software maintenance for such Software as the transferor, provided the transferee continues to pay the fees, including recurring fees, such as Annual Release Maintenance Fees, if any, associated with such Software warranty or maintenancemaintenance pursuant to this Contract. (b) Except as otherwise provided in subsection 11.4(a) or subsection 27.4, and except as may otherwise in this Contract be provided expresslyContract, the Owner or any successor to the Owner's title in the Products will shall have no right to transfer Software furnished by the Vendor under this Contract without the consent of the Vendor, which consent shall not be unreasonably withheld. If the Owner or such successor elects to transfer a Product purchased under this Contract for which it does not under this Contract have the right to transfer related Software, the Vendor agrees that upon written request of the transferee of such Product, or of the Owner or such successor, the Vendor will shall not without reasonable cause fail to grant to the transferee a license to use such Software with the Products, whether to be located within the United States or elsewhere, upon payment of a relicensing fee to the Vendor in an amount equal on commercially reasonable terms acceptable to fifty percent (50%) of the license fee for the Software originally paid by the Owner to the Vendor at the time of the original purchase of the Software from the Vendor; provided that such relicensing fee will in no event exceed fifteen percent (15%) of the price paid by the transferee to the Owner for the Product with respect to which such Software is used.

Transfer and Relocation. (a) Except as provided in subsection 27.4, where In the event the Owner or any ----------------------- successor to the Owner's title in the Products Products: (i) elects to transfer a Product to a third party, and where such Product will shall remain in place and operational used for substantially the same purpose of continuing to provide PCS as used by the Owner and where such third party resides in the franchise area United States and is not a direct competitor of the Vendor involved in which such Product is installedthe manufacture of communications equipment, software or related services; or (ii) elects to transfer Products to an Affiliate for reuse within the United Statesaffiliate, the Owner may transfer its RTU License for the Software furnished under this Contract for use with such Product, without the payment of any additional Software right-to-use fees by the transfereetransferee provided that Annual Maintenance Fees shall continue to -------- ---- be calculated on the same basis. For example, but only under if the RTU License for the Software contains usage or per subscriber limits, or the processor to be used by transferee requires additional memory or hard disk space additional payments or purchases may be required. The following conditionsconditions shall apply to transfers and relocations pursuant to this subsection 13.4: (A) The right to use such Software may be transferred only together with the Products with which the Owner has a right to use such Software, and such right to use the Software will shall continue to be limited to use with such Products; (B) Before any such Software is transferred, the Owner will shall notify the Vendor of such transfer and the transferee will shall have agreed in writing (a copy of which will shall be provided to the Vendor) to keep the Software in confidence and to corresponding conditions respecting possession and use of Software as those imposed on the Owner in this Contract; and (C) The transferee will shall have the same right to Software warranty and Software maintenance for such Software as the transferor, provided the transferee continues to pay the fees, including recurring fees, such as Annual Release Maintenance Fees, if any, associated with such Software warranty or maintenancemaintenance pursuant to this Contract. (b) Except as otherwise provided in subsection 11.4(a) or subsection 27.4, and except as may otherwise in this Contract be provided expresslyContract, the Owner or any successor to the Owner's title in the Products will shall have no right to transfer Software furnished by the Vendor under this Contract without the consent of the Vendor, which consent shall not be unreasonably withheld. If the Owner or such successor elects to transfer a Product purchased under this Contract for which it does not under this Contract have the right to transfer related Software, the Vendor agrees that upon written request of the transferee of such Product, or of the Owner or such successor, the Vendor will shall not without reasonable cause fail to grant to the transferee a license to use such Software with the Products, whether to be located within the United States or elsewhere, upon payment of a relicensing fee to the Vendor in an amount equal on commercially reasonable terms acceptable to fifty percent (50%) of the license fee for the Software originally paid by the Owner to the Vendor at the time of the original purchase of the Software from the Vendor; provided that such relicensing fee will in no event exceed fifteen percent (15%) of the price paid by the transferee to the Owner for the Product with respect to which such Software is used.

Transfer and Relocation. (a) Except as provided in subsection 27.4Customer may relocate any Software or Licensed Material and associated Products or Designated Processors anywhere within the United States at no charge. (b) Customer, where the Owner or any successor to the OwnerCustomer's title in the Products (i) elects to transfer a Product to a third partyNetwork or the relevant portion thereof, and where such Product will remain in place and operational for the purpose of continuing to provide PCS in the franchise area in which such Product is installed, or (ii) elects to transfer Products to an Affiliate for reuse within the United States, the Owner may transfer its RTU License for the Software furnished under this Contract for use with such Product, without the payment of any additional Software right-to-use fees any Software and Designated Processor furnished under this Agreement without the payment of an additional right-to-use fee by the transferee, but except where size sensitive units such as additional memory, hard disk space, etc. are a factor. Such transfer can be made to an end user only under the following conditions: (Ai) The Such software and Designated Processor shall be used only within the United States; however, Seller will not unreasonably withhold its consent to use outside the United States provided that, in the sole opinion of the Seller, the proprietary information associated with the use can be adequately protected, such transfer will be in compliance with all United States export laws and regulations and any other reasonable concerns of Seller are adequately addressed; (ii) Except as otherwise provided in this agreement, the right to use such Software and Designated Processor may be transferred only together with the Products portion of the Network with which the Owner Customer has a right to use such SoftwareSoftware and Designated Processor, and such right to use the Software will and Designated Processor shall continue to be limited to use with such Productsportion of the Network; (Biii) Before any such Software is and Designated Processor shall be transferred, the Owner will Customer shall notify the Vendor Seller of such transfer and the transferee will shall have agreed in writing (a copy of which will be provided to the VendorSeller at its request) to keep the such Software in confidence and to comply with corresponding conditions respecting possession and use of Software Licensed Materials as those imposed on the Owner in this ContractCustomer; and (Civ) The transferee will shall have the same right to Software and Designated Processor warranty and or Software maintenance for such Software as the transferor, provided the transferee continues to pay the fees, including recurring fees, such as Annual Release Maintenance Fees, if any, associated with such Software warranty or Software maintenance. (bc) Except as provided in subsection 11.4(a) or subsection 27.4, and except as may otherwise in this Contract be provided expressly, the Owner or any successor to the Owner's title in the Products will have no right to transfer Software furnished by the Vendor under this Contract without the consent of the Vendor. If the Owner Customer or such successor elects wishes to transfer a Product purchased under this Contract included in the Network for which it does not under this Contract Agreement have the right to transfer related Software, the Vendor Seller agrees that upon prior written request of the transferee of such Product, or of the Owner Customer or such successor, the Vendor Seller will not without reasonable cause fail to grant its consent to the transferee transfer such a license to use such Software with the Products, whether to be located within the United States or elsewhereStates, upon payment of a relicensing fee to the Vendor Seller in an amount equal to fifty percent (50%) of the license fee Invoice Price for the Software originally paid by the Owner Customer to the Vendor at the time of the original purchase of the Software from the VendorSeller; provided that such relicensing fee will in no event exceed fifteen percent (15%) of the price paid by the transferee to the Owner for the Product with respect to which such Software is used. (d) Customer may transfer and assign rights to use Software and Licensed Materials in connection with a sale of all or a portion of the Network. Notwithstanding anything in this Section 8.2 to the contrary, under no circumstances shall Customer have the right to transfer the Software to a competitor of Seller engaged in the manufacture and distribution of telecommunications equipment. In the event Customer transfers a Product without the related Software or Software Independent of Processor, Customer shall bear all responsibility for returning such related Software to Seller.

Transfer and Relocation. (a) Except as provided in subsection 27.4, ----------------------- where the Owner or any successor to the Owner's title in the Products (i) elects to transfer a Product to a third party, and where such Product will remain in place and operational for the purpose of continuing to provide PCS in the franchise area in which such Product is installed, or (ii) elects to transfer Products to an Affiliate for reuse within the United States, the Owner may transfer its RTU License for the Software furnished under this Contract for use with such Product, without the payment of any additional Software right-to-use fees by the transferee, but only under the following conditions: (A) The right to use such Software may be transferred only together with the Products with which the Owner has a right to use such Software, and such right to use the Software will continue to be limited to use with such Products; (B) Before any such Software is are transferred, the Owner will notify the Vendor of such transfer and the transferee will have agreed in writing (a copy of which will be provided to the Vendor) to keep the Software in confidence and to corresponding conditions respecting possession and use of Software as those imposed on the Owner in this Contract; and (C) The transferee will have the same right to Software warranty and Software maintenance for such Software as the transferor, provided the transferee continues to pay the fees, including recurring fees, such as Annual Release Maintenance Fees, if any, associated with such Software warranty or maintenance. (b) Except as provided in subsection 11.4(a) or subsection 27.4, and except as may otherwise in this Contract be provided expressly, the Owner or any successor to the Owner's title in the Products will have no right to transfer Software furnished by the Vendor under this Contract without the consent of the Vendor. If the Owner or such successor elects to transfer a Product purchased under this Contract for which it does not under this Contract have the right to transfer related Software, the Vendor agrees that upon written request of the transferee of such Product, or of the Owner or such successor, the Vendor will not without reasonable cause fail to grant to the transferee a license to use such Software with the Products, whether to be located within the United States or elsewhere, upon payment of a relicensing fee to the Vendor in an amount equal to fifty percent (50%) of the license fee for the Software originally paid by the Owner to the Vendor at the time of the original purchase of the Software from the Vendor; provided that such relicensing fee will in no event exceed -------- ---- fifteen percent (15%) of the price paid by the transferee to the Owner for the Product with respect to which such Software is used.

Transfer and Relocation. (a) Except as provided in subsection 27.4, where In the event Owner or any successor to the ----------------------- Owner's title in the Products (i) elects to transfer a Product to a third party, and where such Product will shall remain in place and operational used for substantially the same purpose of continuing to provide PCS as used by Owner and where such third party resides in the franchise area United States and is not a direct competitor of Vendor involved in which such Product is installedthe manufacture of communications equipment, software or related services, or (ii) elects to transfer Products to an Affiliate for reuse within the United Statesaffiliate, the Owner may transfer its RTU License for the Software furnished under this Contract for use with such Product, without the payment of any additional Software right-to-use fees by the transferee. For example, but only under if the RTU License for the Software contains usage or per subscriber limits, or the processor to be used by transferee requires additional memory or hard disk space additional payments or purchases may be required. The following conditionsconditions shall apply to transfers and relocations pursuant to this subsection 13.4: (A) The right to use such Software may be transferred only together with the Products with which the Owner has a right to use such Software, and such right to use the Software will shall continue to be limited to use with such Products; (B) Before any such Software is transferred, the Owner will shall notify the Vendor of such transfer and the transferee will shall have agreed in writing (a copy of which will shall be provided to the Vendor) to keep the Software in confidence and to corresponding conditions respecting possession and use of Software as those imposed on the Owner in this Contract; and (C) The transferee will shall have the same right to Software warranty and Software maintenance for such Software as the transferor, provided the transferee continues to pay the fees, including recurring fees, such as Annual Release Maintenance Fees, if any, associated with such Software warranty or maintenancemaintenance pursuant to this Contract. (b) Except as otherwise provided in subsection 11.4(a) or subsection 27.4this Contract, and except as may otherwise in this Contract be provided expressly, the Owner or any successor to the Owner's title in the Products will shall have no right to transfer Software furnished by the Vendor under this Contract without the consent of the Vendor, which consent shall not be unreasonably withheld. If the Owner or such successor elects to transfer a Product purchased under this Contract for which it does not under this Contract have the right to transfer related Software, the Vendor agrees that upon written request of the transferee of such Product, or of the Owner or such successor, the Vendor will shall not without reasonable cause fail to grant to the transferee a license to use such Software with the Products, whether to be located within the United States or elsewhere, upon payment of a relicensing fee to the Vendor in an amount equal on commercially reasonable terms acceptable to fifty percent (50%) of the license fee for the Software originally paid by the Owner to the Vendor at the time of the original purchase of the Software from the Vendor; provided that such relicensing fee will in no event exceed fifteen percent (15%) of the price paid by the transferee to the Owner for the Product with respect to which such Software is used.