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					                                                         Sprint Contract No. BSG0405-1019
                                                         Broadlane Inc Contract No. GS-201
                                                                              Broadlane Inc.
                                                               13727 Noel Road, Suite 1400
                                                                          Dallas TX. 75240



             SPRINT - BROADLANE CONTRACT BSG 0405-1019
                       ABRIDGED INFORMATION

1. Exhibit A
      a. Equipment, Service and Pricing

2. Exhibit F
      a. Standard Terms and Conditions for Wireless Services and Equipment

3. Attachment 1 to Exhibit F
      a. Customer Agreement

4. Attachment 2 to Exhibit F
      a. Wireless Equipment and Services Annex

5. Sprint Business Solutions
      a. Wireless Service Level Agreements
                                           EXHIBIT A
                                EQUIPMENT, SERVICES, AND PRICING

  (A) PROVISION OF EQUIPMENT

      The prices for wireless Equipment are set out on Supplier’s web site at www.sprintpcs.com or can be
      obtained from Customer's PCS Account Representative. Additional Equipment and their prices may be
      made available to Customer during the Term as set out in this Agreement. Circuit-switched calls taking
      place on PCS Vision capable phones or devices that do not have voice plans associated with them will
      incur a charge of $.20 per minute for calls made on the Network. “Network” for purposes of this Exhibit
      means the Supplier-owned or controlled CDMA wireless network, including network owned or controlled
      by PCS Affiliates, used by Supplier to provide Services.

  (B) PROVISION OF SERVICES

      Sprint Spectrum L.P. provides the Wireless Services listed on this Exhibit. Customer must comply with the
      Wireless Equipment and Services Annex, set forth in Attachment 2 to Exhibit F as of the date Customer
      signs the Customer Agreement.

      The pricing terms in this Exhibit are only applicable in Sprint PCS in affiliate territories upon written
      consent from the relevant Sprint PCS affiliate. Business Services Partners (BSPs) will not be used by
      Supplier to facilitate customer acquisition. (SPRINT NOTE: changed definition to customer acquisition
      only, not processing).

  (C) PCS BUSINESS PLANS

      (1)     Customer may choose to activate Customer Lines on one of the Business Plans set out below:
              (a)    PCS Free & Clear Plans for Business;
              (b)    PCS Ready Link Plan;
              (c)    PCS Fair & Flexible Plan for Business; and
              (d)    PCS Vision Connection Card Plans.

      (2)     The Business Plans may not be used in conjunction with certain other Supplier promotions,
              discounts or contests. Business Plans come in the bundles described below, or Customer may add
              services to the bundles for additional MRCs. Each Business Plan, depending on the Subscriber
              Level, is also eligible for NVP Discounts detailed below.

  (D) PCS FREE & CLEAR PLANS FOR BUSINESS

      (1)     Each Business Plan in this Section provides for a set number of Anytime Minutes, unlimited Night
              & Weekend minutes and no charge nationwide long distance while on Network at a fixed MRC.

      (2)     This Business Plan includes several options that may be added for an additional MRC per Line.
              Any minutes of use that exceed the Anytime Minutes purchased will be billed at the Overage rate.
              Domestic Roaming and Domestic Roaming Long Distance are billed at the per-minute rates
              described below:



MRC                    $35         $40          $50          $65           $80          $100         $115
Anytime Minutes        300         500          700          1100         1400          2000         2500
Unlimited Night &     INCL        INCL         INCL         INCL          INCL          INCL         INCL
Weekend Minutes
Nationwide LD            INCL        INCL          INCL          INCL           INCL          INCL          INCL
Unlimited PCS-to-        INCL        INCL          INCL          INCL           INCL          INCL          INCL
PCS Calling (if a 2
year or greater plan)
Overage Rate             $0.40        $0.40        $0.40         $0.40          $0.40         $0.40          $0.40
Domestic Roaming         $0.50        $0.50        $0.50         $0.50          $0.50         $0.50          $0.50
Domestic Roaming         $0.25        $0.25        $0.25         $0.25          $0.25         $0.25          $0.25
Long Distance
FEATURED
OPTIONS    (AN
ADDITIONAL
MRC)
Shared Minutes             $5          $5            $5            $5            $5             $5            $5
PCS Free & Clear           $5          $5            $5            $5            $5             $5            $5
America *
Extended Night &           $5          $5            $5            $5            $5             $5            $5
Weekend Hours
Choose    a      PCS    $10-20       $10-20       $10-20         $10-20        $10-20         INCL          INCL
Vision Pack
PCS          Vision       $30         $30           $30           $30            $30           $15            $15
Professional  Pack
for Windows ®
Pocket PC Devices
Unlimited        PCS      $15         $15           $15           $15            $15           $15            $15
Ready Link
Unlimited    PCS          $20         $20           $20           $20            $20         Included      Included
ReadyLink    with
PCS Vision Access
Pack
Unlimited      PCS        $30         $30           $30           $30            $30           $10            $10
ReadyLink      with
PCS Vision Access
Pack, Picture Mail
and Video Mail


   *The PCS Free & Clear America option may vary across markets.
   (E) PCS SERVICE PLAN ADDITIONAL TERMS

       (1)       UNLIMITED PCS-TO-PCS CALLING
                 With this option, Customer is eligible to use an unlimited number of minutes each month to make
                 or receive calls on the Network between PCS Phones from Supplier. PCS-to-PCS calls made from
                 or received on a handset that is on the Network will use the PCS-to-PCS Calling minutes and will
                 not use Anytime Minutes. PCS-to-PCS Calling is not available while Roaming. PCS-to-PCS
                 calls made from or received on a handset that is off the Network will be treated as Roaming and
                 Roaming charges may apply depending on the applicable Business Plan. PCS-to-PCS Calling is
                 not available for calls made to check voicemail. If one user has a plan with Unlimited PCS-to-
                 PCS Calling and the other does not, the user with the Unlimited PCS-to-PCS Calling will realize
                 the benefit of the feature, while the other user’s use is subject to the terms of that user’s Business
      Plan. Unlimited PCS-to-PCS Calling is included with Customer Agreements with terms of 2 years
      or more. Otherwise, the MRC is $5.
(2)   DOMESTIC ROAMING AND DOMESTIC ROAMING LONG DISTANCE
      Domestic Roaming and Domestic Roaming Long Distance will be charged at the rates in the
      above table. Other Roaming charges will vary depending on the location and whether an Off-
      Network Option, Travel Option or Free & Clear America Option is purchased.
(3)   SHARED MINUTES
      Shared minutes allow the participating users to use one another's Anytime Minutes as a pool.
      Customer must have a minimum of 3 Customer Lines sharing to take advantage of the Shared
      Minutes offer. After all the Anytime Minutes in the pooled Business Plans are exhausted, each
      Customer Lines' additional airtime minutes are billed at the overage rate defined in the associated
      Business Plan. Shared Minutes only allows pooling of Anytime Minutes.
(4)   PCS FREE & CLEAR AMERICA
      This option allows a Line to use up to 50% of its monthly usage for Domestic Roaming. If
      Domestic Roaming exceeds the 50% threshold, Supplier may terminate the Service to the Line,
      transfer the Line to another Business Plan, or charge the Line at the applicable Roaming rate for
      the excess. This option cannot be shared. This option may vary across markets.
(5)   EXTENDED NIGHT & WEEKEND HOURS
      With this option, Night & Weekend hours are extended so that users can conserve their Anytime
      Minutes. This option makes Night & Weekend hours Monday through Thursday 7:00 p.m. to 7:00
      a.m., and Friday 7:00 p.m. through Monday 7:00 a.m. Standard Night & Weekend hours begin at
      9:00 p.m.
(6)   PCS VISION PACKS
      Lines may choose between the following PCS Vision Packs:
      (a)      PCS VISION ACCESS PACK - $10 MRC
               PCS Vision Access Pack includes Unlimited PCS Vision access, which includes
               unlimited Web access (news, weather, sports, entertainment, plus many more) and
               unlimited messaging (including text messages and email).

      (b)      PCS VISION PROFESSIONAL PACK - $15 MRC
               PCS Vision Professional Pack includes: Unlimited PCS Vision access, which includes
               unlimited Web access (news, weather, sports, entertainment, plus much more) and
               unlimited messaging (including text messages and email); Unlimited Picture Mail – take,
               upload and send an unlimited number of pictures, are included; and Unlimited access to
               PCS Business Connection Personal Edition (access your Microsoft ® Outlook ® or Lotus
               Notes ® company email, calendar, business directory and personal contacts in real time
               on select PCS Phones); and

      (c)      PCS VISION PICTURES PACK - $15 MRC
               PCS Vision Pictures Pack works with a PCS Vision camera device. PCS Vision Pictures
               Pack includes: Unlimited PCS Vision access, which includes unlimited Web access
               (news, weather, sports, entertainment, plus many more) and unlimited messaging
               (including text messages and email); Unlimited Picture Mail – take, upload and send an
               unlimited number of pictures; and up to a $5 credit per month towards the download of
               Premium Services.

      (d)      PCS VISION PREMIUM PACK - $15 MRC
               PCS Vision Premium Pack includes: Unlimited PCS Vision access, which includes
               unlimited Web access (news, weather, sports, entertainment, plus many more) and
               unlimited messaging (including text messages and email); and up to a $10 credit per
               month towards the download of Premium Services.

      (e)      PCS VISION READY LINK PACK - $20 MRC
                   PCS Vision Ready Link Pack includes: Unlimited PCS Vision access, which includes
                   unlimited Web access (news, weather, sports, entertainment, plus many more) and
                   unlimited messaging (including text messages and email); and Unlimited Ready Link
                   connections to any other PCS Ready Link device on the enhanced PCS Network.

   (7)     PCS VISION PROFESSIONAL PACK FOR WINDOWS® POCKET PC DEVICES

           The PCS Vision Professional Pack for Windows® Pocket PC Devices is the same PCS Vision
           Professional Pack described in this Agreement, but is used on devices that use Windows® Pocket
           PC (e.g., Hitachi G1000 and Toshiba 2032).
   (8)     PCS READY LINK
           (a)   The enhanced Network currently supports PCS Ready Link, the two-way radio-type
                 service that provides the convenience of quick, walkie-talkie style communication with
                 one or several PCS Ready Link users anywhere you go on the most complete all-digital
                 wireless network in the nation. The PCS Ready Link pricing includes long distance.
           (b)     Unlimited PCS Ready Link service may be added to any PCS Free & Clear Plan for
                   Business for a $15 MRC.
           (c)     Unlimited PCS Ready Link service may be combined with the PCS Vision Access Pack
                   for a $20 MRC. This combination of PCS Free & Clear is included on service plans of
                   $100+ MRC.
           (d)     Unlimited PCS Ready Link service may be combined with the PCS Vision Access Pack,
                   Picture Mail and Video Mail for a $30 MRC. This combination of services is $10 on
                   PCS Free & Clear plans of $100+ MRC.
           (e)     PCS Ready Link requires a PCS Ready Link phone, which must be activated on one of
                   the Business Plans described in this Section. Service will only work in conjunction with
                   other PCS Ready Link phones while on the enhanced Sprint Nationwide PCS Network.
                   PCS Ready Link may not be appropriate for use by providers of emergency services.
                   When making a voice call or using PCS Vision, PCS Ready Link calls will not be
                   completed.

(F) PCS ADDITIONAL OPTIONS

   The following options may be added to the PCS Free & Clear Business Plans or the PCS Fair & Flexible
   Business Plan, for the listed additional MRC:

           ADDITIONAL OPTION*                                         ADDITIONAL MRC

           PCS PICTURE MAIL                                           $5

           PCS VIDEO MAIL                                             $5

           PCS VOICE COMMAND                                          $5

           BUSINESS CONNECTION PERSONAL EDITION                       $5

           BUSINESS CONNECTION ENTERPRISE EDITION                     $10

           INTEGRATED OFFICE: Standard Package                        $4

           INTEGRATED OFFICE: Expanded Package                        $8

           PCS EQUIPMENT REPLACEMENT PROGRAM                          $4

           ROADSIDE RESCUE                                            $4
             PCS WIRELESS WEB OPTION                                      $5

             OFF-NETWORK OPTION                                           $10

             TRAVEL OPTION                                                $20

             INTERNATIONAL LONG DISTANCE OPTION                           $4


(G) PCS SERVICE PLANS ADDITIONAL TERMS AND CONDITIONS
    (1)    Nationwide Long Distance; Voicemail; Numeric Paging; Caller ID; Call Waiting; and Three-Way
           Calling are included on the Network. Not all features are available off the Network.
    (2)    Call Forwarding is available for $0.10 per minute.
    (3)    Unused minutes do not carry forward.
    (4)    International long distance and international Roaming will be billed separately. These rates vary.
           Customer must check with the Supplier Account Representative or visit the Supplier website at
           http://www.sprintpcs.com.
    (5)    Data or PCS Vision usage is not available while Roaming or while off Network. The invoicing
           for Roaming minutes used on another provider’s network (including long distance charges where
           applicable) is completed in accordance with the practices of the Roaming service provider.
           Accordingly, there may be delays before Supplier posts Roaming minutes to Customer’s account.
           In addition, Roaming minutes may not be applied against Customer’s Business Plans in the month
           in which the usage actually occurred. Rates for Domestic Roaming are set forth in the Business
           Plan. Rates for other Roaming will vary. Customer must check with the Supplier Account
           Representative for details or visit Supplier’s website at http://www.sprintpcs.com.
    (6)    Many Supplier services are available on the Network only. Customers must check with their
           Supplier Account Representative to determine which Services are available while Roaming.
    (7)    Accounts activated on one of the above plans with a Phone that can use PCS Vision Packs but
           does not purchase the option will be charged $0.01 per kilobyte when using PCS Vision.
    (8)    PCS Vision Packs are only available on the Network. Supplier may deny or terminate service
           without notice where use of any PCS Vision Packs or PCS Vision data services are in connection
           with server devices or host computer applications, other systems that drive continuous heavy
           traffic or data sessions, or as substitutes for private lines or frame relay connections. PCS Vision
           Packs are: (a) only available with a Vision capable PCS Phone, PCS smart phone device or PCS
           camera; and (b) not available with PCS Connection Cards, or any other device used in connection
           with a computer or PDA (including phones, smart phones or other devices used with connection
           kits or similar phone-to-computer/PDA accessories). Supplier reserves the right to deny or to
           terminate service without notice for misuse.
    (9)    Additional charges that are described at the time of use will apply to Premium Services. If a Line
           purchases PCS Vision Premium Pack or PCS Vision Picture Pack, credits may apply for Premium
           Services usage.

(H) PCS FAIR & FLEXIBLE PLAN FOR BUSINESS

    (1)      The Sprint PCS Fair & Flexible plan for Business allows the monthly charge to be dependant upon
             the total anytime minutes used during the service month as described in the table below. The
             monthly charge could increase or decrease in succeeding months as the monthly charge is
             dependant upon the total anytime minutes used during that service month. A two-year agreement
             is required. The plan provides unlimited Night & Weekend minutes, Unlimited PCS-to-PCS
             Calling and no charge nationwide long distance while on the enhanced Sprint PCS Nationwide
             Network. Any minutes of use which exceed 1250 Anytime Minutes will be billed at $0.07 per
             minute. Domestic Roaming and Domestic Roaming Long Distance are billed at the per-minute
             rates described in the Agreement.

              Anytime             Charge       Anytime Minutes          Charge
              Minutes

                0-300             $35.00            651-700              $72.50
           301-325           $37.50             701-750             $75.00
           326-350           $40.00             751-800             $77.50
           351-375           $42.50             801-850             $80.00
           376-400           $45.00             851-900             $82.50
           401-425           $47.50             901-950             $85.00
           426-450           $50.00            951-1000             $87.50
           451-475           $52.50           1001-1050             $90.00
           476-500           $55.00           1051-1100             $92.50
           501-525           $57.50           1101-1150             $95.00
           526-550           $60.00           1151-1200             $97.50
           551-575           $62.50           1201-1250            $100.00
           576-600           $65.00         1251 and above        additional
           601-625           $67.50                                anytime
           626-650           $70.00                                minutes
                                                                charged at $.07
                                                                  per minute

   (2)   APPLICABILITY OF PCS ADDITIONAL TERMS
         All featured options and additional terms set forth in this Exhibit may be attached to the Sprint
         PCS Fair & Flexible for Business plan, subject to the same terms, conditions and charges
         described in this Exhibit, with the exception of the Shared Minutes option which is not available
         with the Sprint PCS Fair & Flexible for Business plan.
(I) PCS READY LINK PLAN

   (1)   The enhanced Network currently supports PCS Ready Link, the two-way radio-type service that
         provides the convenience of quick, walkie-talkie style communication with one or several PCS
         Ready Link users anywhere you go on the most complete all-digital wireless network in the
         nation.

   (2)   Each Business Plan in this Section provides unlimited PCS Ready Link connections to any other
         PCS Ready Link device on the enhanced Sprint Nationwide PCS Network and unlimited Night &
         Weekend minutes. These Business Plans include several options that may be added for an
         additional MRC per Line. Any voice minutes of use that exceed the Anytime Minutes purchased
         will be billed at the Overage rate. Domestic Voice Roaming and Domestic Voice Roaming Long
         Distance are billed at the per-minute rates described in subsection (b) below.

           MRC                                                     $36            $40
           Unlimited PCS Ready Link Connections                   INCL        INCL
           Anytime Minutes                                          0             50
           Unlimited Night & Weekend Minutes                      INCL        INCL
           Unlimited PCS-to-PCS Calling                            N/A            $5
           Overage Rate                                           $0.40       $0.40
           Nationwide LD for Anytime Minutes                      $0.20       INCL
           PCS Vision Access Pack                                  $10            $10
           Domestic Voice Roaming                                 $0.50       $0.50
           Domestic Voice Roaming Long Distance                   $0.25       $0.25

   (3)   LIMITATIONS
         PCS Ready Link requires a PCS Ready Link phone. Service will only work in conjunction with
         other PCS Ready Link phones while on the enhanced Sprint Nationwide PCS Network. PCS
             Ready Link may not be appropriate for use by providers of emergency services. When making a
             voice call or using PCS Vision, PCS Ready Link calls will not be completed.

(J) PCS VISION CONNECTION CARD PLANS
    The following Business Plan includes only data services. Voice calls made on the Network with PCS
    Connection Cards with voice capability will incur a charge of 20¢ per minute, including long distance.

             MRC                                              $60.00                 $80.00
             Vision (data) Services in Megabytes              40MB                 Unlimited
             (“MB”)
             Overage per kilobyte                             $0.002            Not Applicable

(K) LIMITATIONS
    This Business Plan requires PCS Connection Cards. Customer will use this Business Plan only as an
    individual’s method of accessing data or information. Customer will not use this Business Plan in
    connection with server devices, host computer applications or other systems that drive continuous heavy
    traffic or data sessions, or as substitutes for private lines or frame relay connections. Unlimited access to
    company email and server requires access to company server via a company-established remote access
    method. Not available while Roaming. Premium Services are not included. If these limitations are
    violated, Supplier may terminate the Business Plan.

(L) COTERMINOUS CUSTOMER LINES
    All Customer Lines activated under the Customer Agreement will be coterminous with the expiration or
    termination of the Customer Agreement, regardless of each individual Customer Line's activation date.
    The Agreement does not govern the purchase of Services and Products to Employees under the Employee
    Advantage Program described in the Agreement, and such Employees will be subject to their own
    minimum term requirements pursuant to their agreement with Supplier.

(M) SERVICE CREDITS

    (1)      Customer must sign a 2 year term under the Customer Agreement to qualify for service credits. If
             a 2 year Customer Agreement is signed, Customer will receive a $150 service credit per Customer
             Line that is activated under the Customer Agreement. However, during the first 90 days of
             Customer Agreement, Supplier will facilitate a larger credit for that Customer in the event that
             Customer lines are accompanied by Equipment purchases of a certain price or greater. This
             service credit schedule is defined in the table below. If Customer receives a point-of-sale rebate
             other than as described in this paragraph, it will not be entitled to these service credits and the
             termination fee described below will be $150.

                MRSP Range for Hardware                Service Credit
                purchased within 90 days of
                Customer Agreement
                $0 - $300                              $150
                $300.01 - $350                         $162.50
                $350.01 - $400                         $187.50
                $400.01 - $450                         $212.50
                $450.01 - $500                         $237.50
                $>$500                                 $250


    (2)      Service credits will be applied on Customer’s first invoice after activation against charges for
             Services and will roll over until used (up to a maximum of 12 invoicing cycles). Service credits
             are non-transferable, have no cash value and cannot be applied to offset an early termination fee.
             Service Credits are available only after activation of PCS handsets or devices purchased via one of
             the methods described in the “Ordering” Paragraph of the Wireless Services Product Annex.
    (3)      Customer Lines that are converted to Business Plans from other Supplier service plans or renewed
             on Business Plans are not eligible to receive the above referenced service credits if service credits
             have been issued to the applicable Lines within the preceding 12 months.
(N) TERMINATION FEES
       If a Customer Line is terminated before the end of the term of the Customer Agreement, a $150 early
       termination fee will apply to each terminated Customer Line. Service credits, if any, and termination
       fees for Employee Lines are governed by the agreements between Supplier and the Employees. If a
       Customer Line moves to a different Business Plan, the termination fee described in this section will not
       apply.
(O) NVP DISCOUNT PROGRAM

    (1)      The NVP Discount Program applies to all MRCs and is only available on Service activated under
             the Agreement.
    (2)      To participate in the NVP Discount Program, Customer must have and maintain at least 5
             Customer Lines at all times during the term of the Customer Agreement.
    (3)      DEFINITION OF NVP DISCOUNT AND EMPLOYEE DISCOUNT; ELIGIBLE MRCS
             The term “NVP Discount” means a percentage discount off the net MRCs charged to Customer for
             Customer Lines. Net MRCs means the MRCs listed before taxes and other charges and after
             calculation of all other discounts, rebates, service credits or any such similar credits. The NVP
             Discount, if any, available to Customer is set forth in the table below. The term “Employee
             Discount” means a percentage discount off the net MRCs charged to Employees for Employee
             Lines on eligible service plans. The Employee Discount is only available to Employees if
             Customer elects to participate in the EAP program as described in the Wireless Annex.
             CONTRIBUTING LINES
             A “Contributing Line” is a Customer Line or an Employee Line that is included in Customer’s
             Supplier account hierarchy and contributes to Customer’s selected Subscriber Level. It may take
             up to 2 invoicing cycles to move Contributing Lines to the same invoicing cycle in order to start
             receiving the NVP Discount.
    (4)      ACTUAL DISCOUNT ADJUSTMENT
             If Customer selects a Subscriber Level of 100 Lines or more and does not achieve that Subscriber
             Level within the applicable Grace Period (described below), at the end of the Grace Period
             Supplier will charge Customer a one-time Actual Discount Adjustment (“ADA”) as set out below
             for each Line Customer activated to its Supplier account hierarchy.
    (5)      SUBSCRIBER LEVEL WARRANTY AND NVP DISCOUNT
             On the Effective Date: (1) Customer warrants and represents that its selected Subscriber Level
             (specified below) is a good faith estimate of the number of Contributing Lines that will be
             activated under Customer’s Supplier account hierarchy during the Grace Period and maintained
             throughout the term of the Customer Agreement; and (2) Supplier, during the Grace Period, will
             provide the benefit of the NVP Discount associated with Customer’s selected Subscriber Level. If
             Customer’s Contributing Lines are not equal to or greater than the selected Subscriber Level by
             the end of the Grace Period, the NVP Discount Customer received during the Grace Period and the
             Employee Discount (if the EAP is offered) will be reduced to the “Reduced NVP Discount” set
             forth in the table below and Customer will be charged the ADA. If at any time after the expiration
             of the Grace Period Customer’s actual Subscriber Level is less than the selected Subscriber Level
             set forth below, Customer’s NVP Discount and the Employees’ Discount will be reduced to the
             “Reduced NVP Discount” for the remainder of the term of the Customer Agreement.

                   Subscriber          Customer         Employee
                   Level               Discount         Discount
                          5+               26%               23%

(P) ELECTRONIC BILLING PRODUCTS
    (1)   The following electronic billing products are offered if Customer maintains at least 5 Customer
          Lines throughout the term of the Customer Agreement. Each electronic billing product provides
          Customer Line call detail record (“CDR”) information. If Customer elects, Customer will receive
          detailed paper invoices containing CDR information with an electronic billing product at an
          additional charge of $100 per month if Customer has 500 Customer Lines or less or $250 per
          month if Customer has more than 500 Customer Lines. Customer may still choose to receive a
          summary invoice (no CDR information) or a remittance invoice at no additional charge. Customer
          may choose 1 electronic billing product, or eBilling & Analysis and either EDI or EBT. Supplier
          reserves the right to, upon 30 days prior written notice, migrate Customer to an updated or
          successor version of the selected electronic billing product, or if none exists, an entirely new
          electronic billing product.
             (a)      eBILLING & ANALYSIS
                      eBilling & Analysis is a web-based billing product which allows Customer to easily view
                      and manage invoices in an electronic format on a monthly basis. With eBilling &
                      Analysis, Customer can monitor accounts, analyze usage, and plan communication
                      budgets with flexible, secure reports which can be downloaded to Customer’s computer.
                      eBilling & Analysis provides detailed Customer invoice data for the previous 3 bill
                      cycles and summary data for the previous 12 bill cycles. The charge for eBilling &
                      Analysis is $35 per month, with a one-time $200 set up fee.
             (b)      The per-month charge and set-up fee may be waived if Customer agrees to provision all
                      accounts on Invoice Suppression. Otherwise, Supplier will charge Customers the paper
                      invoice charge of $100 or $250 per month, as applicable.
             (c)      ELECTRONIC BILL TRANSFER (“EBT”)
                      EBT provides the Customer raw invoice data which can be formatted by Customer in any
                      manner to meet the Customer’s specific needs. EBT provides unformatted, raw, flat file,
                      tilde-delimited data which can be downloaded by Customer on a monthly basis via the
                      PCS EBT web site. EBT provides Customer invoice data for the previous 2 bill cycles
                      and is provided by Supplier to Customer at no charge. EBT cannot be used in
                      conjunction with Electronic Data Interchange (“EDI”).
             (d)      ELECTRONIC DATA INTERCHANGE (“EDI”)
                      Customer may select to receive invoice data in EDI 811 standard format. In such case,
                      Supplier will send Customer EDI data files on a monthly basis via CD-ROM or Connect
                      Direct. EDI provides Customer invoice data for the previous bill cycle and is provided
                      by Supplier to Customer at no charge. EDI cannot be used in conjunction with EBT.
(Q) PROMOTIONS
    Existing Customer Lines may not be eligible for all new business plans or promotions offered after the
    Effective Date if such new plans are promotions that are only available with new activations. If Customer
    is eligible and chooses a new business plan or promotion offered after the Effective Date, all special terms
    and conditions of that plan or promotion apply in addition to and control over any conflicting term of this
    Agreement, including but not limited to, any required activation fees. At the expiration of the promotion,
    Customer must select a Business Plan, or another eligible promotion, unless the original promotion requires
    a term commitment that extends beyond the term of the Customer Agreement. Supplier may make
    available to Customer new Products and Services as they become commercially available. All such
    Products and Services are subject to the special terms and conditions of that Product or Service offering,
    which terms apply in addition to and control over any conflicting term of this Agreement.
(R) DEFINITIONS.
    In addition to the defined terms in the Agreement, the following capitalized terms have the meanings stated
    below:
    1.       “Anytime Minutes” are the Network minutes of use that are available in a Business Plan that may
             be used at anytime other than during Night & Weekends.
    2.       “Business Plans” are service plans associated with a Line. The Business Plan options are listed in
             this Attachment.
    3.       “Business Service Partner (BSP)” – a business sales agent or other third party sales agent that is
             sometimes contracted with by Supplier to provide specialized selling
    4.       “Customer Line” is a Line activated by Customer for its end use and for which Customer is
             financially responsible. Unless otherwise noted, reference to “Line” will include a “Customer
             Line”.
    5.       “Domestic Roaming” means Roaming on networks within the United States, Puerto Rico and U.S.
             Virgin Islands where Supplier has a roaming relationship with the carrier.
    6.       “Domestic Roaming Long Distance” means toll calls placed while in Domestic Roaming areas.
    7.       “Employee” means a person in the service of Customer and from whom Customer withholds
             FICA (Federal Insurance Contributions Act) contributions from gross pay.
    8.       “Employee Line” is a Line activated by an Employee for the Employee’s use and for which the
             Employee if financially responsible.
    9.       “Line” means a PCS handset or device activated on a Supplier Service with a Supplier assigned
             phone number.
    10.      “MRC” means monthly recurring charge.
    11.      “Night & Weekends” means Monday through Thursday 9:00 p.m. to 7:00 a.m. and Friday 9:00
             p.m. to Monday 7:00 a.m., unless the Extended Night & Weekends option is selected. The time is
             the local time from where the call is originated from the Phone or terminated to the Phone.
    12.      “NVP Discount” means the percentage off the MRC that Customer is entitled to depending on its
             Subscriber Level and the number of Contributing Lines.
    13.      “PCS-to-PCS Calling” means calls on the Network to or from one Line to another Line.
    14.      “PCS Wireless Web Option” means the service offered to Wireless Web enabled devices,
             sometimes referred to as 2G data service.
    15.      “PCS Vision Packs” are the advanced wireless services available in different bundles, which
             include PCS Vision Professional Pack, PCS Vision Pictures Pack, PCS Vision Premium Pack and
             PCS Vision Access Pack.
    16.      “PCS Voice Command” means the service that allows you to dial a Phone with voice commands.

PCS: INTERNATIONAL LONG DISTANCE OPTION

(S) PCS INTERNATIONAL LONG DISTANCE OPTION - $10 MRC
    Receive special rates for international long distance calling to selected countries. Customer must see their
    Supplier Account Representative for details.

PCS: CONNECTION CARD CALLING MINUTES

(T) PCS CONNECTION CARD CALLING MINUTES
    If the Connection Card Product permits voice calling, the following plans are available (if no plan is
    selected, the default per minute rate is stated in the Agreement):



          MRC                                      $12          $16           $25           $40
          ANYTIME MINUTES                          100          150           250           500
          NATIONWIDE LD                           INCL         INCL          INCL          INCL
          OVERAGE RATE                            $0.20        $0.20         $0.20         $0.20
          DOMESTIC ROAMING                        $0.50        $0.50         $0.50         $0.50
           DOMESTIC       ROAMING        LONG      $0.25        $0.25        $0.25         $0.25
           DISTANCE

These voice minutes may not be shared.
PCS: SUBSCRIBER-LEVEL CREDIT CARD PAYMENT PROGRAM
     (U) PCS SUBSCRIBER-LEVEL CREDIT CARD PAYMENT PROGRAM
As further described in this section, Customer is eligible for Supplier’s Subscriber-Level Credit Card
Payment (“SLCCP”) Program, pursuant to which any Line that is initially paid for by an individual end-user
through a qualifying Customer-sponsored credit card will be deemed a “Customer Line” for purposes of
this Agreement, even if the invoice for such Line is sent directly to such end-user instead of Customer. In
order to take advantage of the SLCCP Program, a designated Customer contact person must centrally
manage and order Services for such Lines, and such Customer contact person must provide Supplier the
necessary information to send the invoice directly to the individual end-user (including, without limitation,
the individual credit card number). If Customer elects the shared minutes option described in the Service
Plan Addendum, Supplier will centrally invoice all Customer Line charges to Customer's billing address,
but Supplier will automatically debit the charges to the appropriate credit card each invoicing period. If
Customer does not elect the shared minutes option, Supplier will deliver individual invoices to the end-
users, and Supplier will automatically debit the charges to the appropriate credit card each invoicing
period. Customer must promptly provide Supplier updated credit card information following any change,
and must promptly report any change in user status. Notwithstanding anything in this provision,
Customer is financially liable for these Customer Lines in the event of end-user non-payment. Customer
may use the electronic billing products described in the Service Plan Addendum to sort the charges as
needed for its internal purposes.




                                                EXHIBIT F

       STANDARD TERMS AND CONDITIONS FOR WIRELESS EQUIPMENT AND SERVICES

                                                           A.  Purchasing Terms and Conditions. Supplier
               I.      GENERAL                             provides wireless services and equipment under the
                                                           terms and conditions of this Agreement, including its
exhibits and attachments. If this Agreement is ever         must eliminate the impairment. Supplier may suspend
amended to include other services, additional terms         Services until Customer addresses the impairment. If
and conditions will apply.                                  such hardware or software impairs Customer’s use of
                                                            Services, Customer will continue to pay Supplier for
B.   Order Term. The Equipment and Services are             Services. If any impairment interferes with the use of
set out in Exhibit A and are available for purchase by      Supplier’s network by Supplier or other customers or
Customer for a set term mutually agreed upon                end users, Supplier may suspend or disconnect the
between Customer and Supplier in an order (“Order           affected Services without providing advance notice to
Term”).      A Customer purchasing under this               Customer; provided that notice is given to Customer
Agreement is subject to the Terms and Conditions            of the suspension or disconnection of the Service
from the Commence Date of an order until the order          (“Service Suspension”) within one hour of the
has either expired or terminated. Supplier will             Service Suspension and provides a written
provide Equipment and Services as described in the          explanation of the reasons for the Service Suspension
applicable order.                                           within a week of the Service Suspension and an
                                                            estimation of when the affected Service will resume.
C.    Intranet Site. At no additional expense to            If Customer requests, Supplier will troubleshoot
Customer, Supplier may, in its sole discretion, install     difficulties caused by such hardware or software at
and maintain an Intranet site that may reside either on     Supplier’s     then    current   prices     for    such
Supplier’s server or the server of a Supplier’s vendor      troubleshooting services. Supplier is not liable for its
with a link to allow Customer to access the Intranet        performance under the Customer Agreement,
Site.     The content of the Intranet site, to be           including its failure to satisfy service level
determined by Supplier in its sole discretion, will         guarantees, as long as the impairment exists.
provide Customer with information regarding the
Services. Supplier will use reasonable efforts to                    (iii)    Supplier is not liable if any changes
maintain the Intranet site; however, there is a             in Services cause hardware or software not provided
technical nature of installing and maintaining the          by Supplier to become obsolete, require alteration, or
Intranet site and therefore Supplier will not be liable     perform at lower levels.
or responsible in the event that the Intranet site is not
installed, if there are delays in installing the Intranet
site, if the content of the Intranet site is incorrect or   B.   Software License.
outdated, if the Intranet site is nonfunctional or
inaccessible at any time during the Term, or for any
                                                                     (i)      Where software is provided as part
other problems regarding the Intranet site, including
                                                            of the Service, Customer is granted a non-exclusive
unauthorized access to the Intranet site.
                                                            and non-transferable license to use the software,
Notwithstanding the foregoing, the content of the
                                                            including any related documentation, solely to enable
Intranet Site shall not in any way modify or alter the
                                                            Customer to use the Services and in accordance with
terms and conditions of this Agreement, including the
                                                            any applicable licensing requirements.
prices guaranteed to Customer.
                                                                     (ii)       Except as provided under the
     II.       HARDWARE OR SOFTWARE
                                                            applicable licensing terms and conditions, Customer,
                                                            as licensee, is not granted any rights to:
A. Hardware or Software Not Provided by
Supplier.
                                                                               (a) use the software on behalf of
                                                            others or for time share or service bureau activities;
          (i)     Customer is responsible for the
installation, operation, and maintenance of any                               (b) any source code, and shall not
hardware or software that is not provided by                reverse engineer, decompile, modify, enhance, or
Supplier. At Customer’s request and in cooperation          copy Supplier-owned software, or prepare any
with Customer, Supplier will set the initial                derivative works from such software;
configuration for the interface between the hardware
or software and the Service.                                                  (c) modify the Services or software,
                                                            or combine the Services or software with any other
         (ii)    Customer    must ensure that               services not provided by Supplier.
hardware or software not provided by Supplier is
technically compatible with Services. If Supplier                   (iii)   Customer will keep a current
notifies Customer that such hardware or software            record of the location of any Supplier-owned
impairs or is likely to impair Services, Customer           software and will return the software to Supplier
when Customer ceases using the software, but no                      3.      Supplier is required to suspend
later than within a reasonable time after termination      such performance in order to comply with any law or
of Services for any reason. If Supplier authorizes in      a request by any governmental authority with
writing the making of any software copies, the copies      jurisdiction or where Customer’s use of the Services
must reproduce the copyright or any other proprietary      impairs or is likely to impair the integrity of the
legends appearing on the original copy.                    Supplier network.

         3.       Title to Software or Equipment.          D.   Services and Work Product. Supplier shall
Supplier or its suppliers will retain title and property   provide the Services at Customer’s direction, and, as
rights to Supplier-owned software and equipment,           a part of the Services, shall deliver to Customer Work
whether or not they are embedded in or attached to         Product in accordance with the terms and conditions
realty. Customer neither owns nor will acquire any         of an order.
right of ownership to any Supplier-owned hardware
or software, including, but not limited to, copies, and    E.   Progress Reports. At Supplier’s discretion,
any related patents, copyrights, trademarks, or IP         Supplier may assign a project manager to manage
addresses assigned to Customer.                            corporate liable activations (new or ported from
                                                           another carrier) and provide regular reporting and
         4.       Supplier Equipment.          Upon        status of these activities.
termination or expiration of the Customer Agreement
or any order, Customer will surrender and return the       F.   Access and Security Requirements.
Supplier-owned equipment to Supplier within a
                                                                    1. Site Access.        Access to Customer's
reasonable time of termination or expiration and will
                                                           premises by Supplier is subject to the reasonable
provide Supplier reasonable access to reclaim such
                                                           security and operational requirements of Customer.
equipment.
                                                           Supplier shall comply with all applicable security,
                                                           access, safety and fire protection regulations, policies
       III.     PROVISION OF SERVICES
                                                           and procedures, and all applicable state and
                                                           municipal safety regulations, building codes or
A.   Order Form. Customer may purchase Services
                                                           ordinances.
and Equipment by completing an order form
provided by Supplier, which sets forth Customer’s
                                                                     2. Remote Access.       Remote access to
individual commitment level to purchase Services.
                                                           Customer’s systems for maintenance and support of
                                                           Software and for any other purpose allowed by this
B.   Performance. Supplier’s obligations under the
                                                           Agreement is subject to compliance with Customer
Agreement extend only to the Supplier network, the
                                                           remote access and other Customer security
Services specified in the orders, and the Supplier
                                                           requirements. Supplier’s access may require prior
owned equipment relating to these Services and
                                                           certification by Customer that Supplier complies with
network. Supplier is not responsible for other
                                                           the Customer’s security policies and standards.
equipment, networks, or services no provided under
                                                           Customer may modify these security requirements
this Agreement.
                                                           during the Term and Supplier shall comply with the
                                                           most recent version of Customer’s security
C.  Suspension of Services. Without prejudice to
                                                           requirements.
the parties’ other rights and remedies under the
Agreement, and subject to its termination provisions,
                                                                     3. On-Site Personnel. For all Supplier's
Supplier may suspend the performance of its
                                                           personnel performing Services at Customer's
obligations with respect to that Customer without
                                                           healthcare facility, Supplier shall comply with the
penalty if:
                                                           requirements of federal and state laws and regulations
                                                           concerning health screening applicable for persons
          1.     Customer fails to make undisputed
                                                           who perform services in healthcare facilities and,
payments as required in the Customer Agreement or
                                                           specifically, Supplier upon request shall provide
violates the Acceptable Use Policy as set forth in the
                                                           satisfactory evidence that each person to provide
Customer Agreement:
                                                           Services is free of active tuberculosis as shown by
                                                           PPD skin testing or chest X-ray, is immune from
         2.      Supplier terminates the order and
                                                           hepatitis B or has declined in writing to be
Customer Agreement in accordance with the
                                                           immunized against hepatitis B, and either is immune
termination provisions in the Customer Agreement;
                                                           from or has been immunized against (i) rubella, (ii)
or
                                                           rubeola, (iii) mumps, and (iv) varicella (chicken pox).
G. Risk of Loss for Equipment. Risk of loss or            Agreement, without liability (except for payment of a
damage to equipment will pass to Customer upon            prorated portion of all credits issued under the
receipt of the Equipment at the Customer site.            Agreement).
Supplier may retain a security interest in purchased
Equipment until the equipment is paid for in full.                    VI.      MISCELLANEOUS

H.   Use and Restrictions on Use of Equipment             A.   Dispute Resolution.
and Services. Each Customer is liable directly to
                                                                    1.       Any dispute arising out of or
Supplier for any obligations with respect to use of the
                                                          relating to the Agreement may, at the option of the
Equipment and Services. Supplier is responsible for
                                                          parties, be finally settled by arbitration. If, however,
providing any terms of use of Equipment and
                                                          Subsection 2 below, is held to be unenforceable by a
Services including the restrictions set forth in
                                                          court, then arbitration is mandatory. Any arbitration
Attachment 2 to this Exhibit F to each Customer and
                                                          must be held in accordance with the rules of the
obtaining assurance by separate agreement prior to
                                                          American Arbitration Association, and governed by
delivery of any product or service. Broadlane shall
                                                          the United States Arbitration Act, 9 U.S.C. Sec. 1, et
not be liable for Customer’s adherence to any terms
                                                          seq. If the dispute relates to Supplier’s provision of
of use including the terms set forth in Attachment 2
                                                          Non-Domestic Services (excluding Alaska and/or
to this Exhibit F.
                                                          Hawaii), all arbitration proceedings will be conducted
                                                          in the English language pursuant to the Rules of
       IV.        TRAINING AND SUPPORT
                                                          Conciliation and Arbitration of the International
                                                          Chamber of Commerce (“ICC”). The place of
A.   Supplier Representatives.       Supplier shall
                                                          arbitration for disputes related to Non-Domestic
provide representatives to call upon Customers on a
                                                          Services is New York, NY, USA.
periodic basis as agreed by Supplier and the
respective Customers. Supplier’s representative shall
                                                                   2.      The parties mutually, expressly,
make commercially reasonable efforts to respond to
                                                          irrevocably and unconditionally waive trial by jury
Customer’s demand for a call not more than 24 hours
                                                          for any proceedings arising out of or relating to the
after Customer’s demand to Supplier.
                                                          Agreement. This Subsection survives the termination
                                                          of the Agreement.
B.  Maintenance and Support for Equipment.
With the delivery of any Equipment, Supplier shall
                                                                   3.      Domestic. “Domestic” means the
provide to Customer a Customer Service toll-free
                                                          48 contiguous states of the United States and District
number to provide support services to identify,
                                                          of Columbia.
manage and resolve Equipment related issues.
                                                          B.   Bankruptcy.
             V.      FORCE MAJEURE
                                                                    1. Effect of Filing.         Customer may
A.   Force Majeure Definition. Neither party will         terminate any of its obligations under this Agreement
be responsible for any delay, interruption or other       immediately by giving written notice of termination
failure to perform under the Agreement due to acts        to Supplier effective as of a date specified in such
beyond the control of the responsible party. Force        notice of termination, if Supplier files a petition for
majeure events include, but are not limited to: natural   relief under the United States Bankruptcy Code or
disasters (e.g. lightning, earthquakes, hurricanes,       suffers the filing of an involuntary petition that is not
floods); wars, riots, terrorist activities, and civil     dismissed in one month for relief under the United
commotions; explosions and fires; embargoes; and          States Bankruptcy Code or any other applicable
governmental decrees.                                     bankruptcy or insolvency statute. Upon receipt of
                                                          Customer’s notice of termination, Supplier shall
B.   Notice Required and Liabilities. The affected        furnish phase-out services for up to 12 months after
party will give notice to the other party of any force    effective date of termination specified in Customer’s
majeure event. Upon notice, either party may delay        notice. For purposes of this Section, during the
performance without liability (except for payment of      phase-out period, all rates, discounts, supplier service
amount for Services provided) during the force            level agreements and associated penalties under the
majeure event. If the event continues for more than       Agreement survive termination and no minimum or
60 days and adversely and materially impacts the          underutilization charges may apply.
affected party, that party may terminate any affected
elements of Services, or if a majority of Services are             2. Intellectual Property. All rights and
affected, may terminate the order and Customer            licenses granted to Customer pursuant to this
Agreement, if any, are and shall otherwise be deemed       requirements and shall comply with them as a
to be, for purposes of Section 365(n) of the U.S.          prerequisite to further access. Customer may require
Bankruptcy Code, licenses of rights to “intellectual       each individual who is to be allowed access to
property” as defined under Section 101 of the U.S.         Customer’s computer system to acknowledge his or
Bankruptcy Code. In a bankruptcy or insolvency             her responsibilities in connection with the access.
proceeding involving Supplier, Customer, as licensee
of the intellectual property rights, retains all of its    D.   Insurance. Without limiting the scope or extent
rights and may fully exercise all of its rights and        of the protection afforded to Broadlane and
elections under the U.S. Bankruptcy Code. The              Customers or the liabilities assumed by the Supplier
provisions under the U.S. Bankruptcy Code apply            in this Agreement, Supplier and any subcontractor
notwithstanding conflict of law principles. In the         shall secure and maintain at all times during the
event of the commencement of a bankruptcy or               Term, at no expense to Broadlane or Customer, (i) all
insolvency proceeding by or against Supplier under         insurance coverage required by Federal and State
the U.S. Bankruptcy Code, Customer is entitled to a        law, including worker’s compensation and
complete duplicate of (or complete access to, as           employer’s liability all with statutory minimum
appropriate) any intellectual property and all             limits, and (ii) commercial general liability insurance.
embodiments of the intellectual property to which          The commercial general liability insurance policy
Customer would otherwise be entitled under this            must name Broadlane and its respective subsidiaries
Agreement. At Customer’s request, Supplier shall           and affiliates as additional insureds, and must
promptly deliver any intellectual property to which        include, without limitation, contractual liability
Customer is entitled under this Agreement that is not      insurance to cover liability assumed by Supplier
already in Customer’s possession (a) upon any              under this Agreement and personal injury insurance,
commencement of a bankruptcy proceeding (unless it         with combined single limits, per occurrence, of not
is an involuntary petition that is dismissed within one    less than $2,000,000 for bodily injury, death and
month), unless Supplier (or a trustee on behalf of         property damage whether to Broadlane, Customer, or
Supplier elects to continue to perform all of its          third parties. All insurance limits are in addition to
obligations under this Agreement, or (b) if not            defense costs.
delivered under (a) above, upon rejection of this
Agreement by or on behalf of Supplier. If, in a            E.  No Conflict of Interest. Supplier represents and
bankruptcy or insolvency proceeding involving              warrants that entering into this Agreement does not
Supplier, the provisions of the U.S. Bankruptcy Code       present or constitute a conflict of interest with any of
referenced above are determined not to apply,              Supplier’s other business arrangements, customers or
Customer is nevertheless entitled to no less than the      suppliers.
protection offered by the provisions of the U.S.
Bankruptcy Code with respect to its entitlement to         F.   Non-Interference. Unless otherwise expressly
and rights to the use and possession of all intellectual   permitted under this Agreement or its attachments,
property to which Customer has been granted rights         Supplier shall not at any time during or after the
under this Agreement notwithstanding the bankruptcy        Term deliberately render any computer systems,
or insolvency of Supplier.                                 software or equipment unusable or inoperable, take
                                                           possession of any computers, equipment, hardware,
C.   Computer System Access.           Supplier shall      software or copies of software provided to Customer
ensure that each individual under its control having       by Supplier or Supplier’s subcontractors. Suppler
access to any part of Customer’s computer system:          shall not take any deliberate actions to interfere with
(a) is assigned a separate log-in ID by Customer and       the clinical or commercial operation of Customer.
uses only that ID when logging on to Customer’s
system; (b) logs-off Customer’s system immediately         G. Non-solicitation. During the Term, Supplier
upon completion of each session of service; (c) does       shall not knowingly and directly solicit for
not allow other individuals to access Customer’s           employment employees of Customer.
computer system; and (d) keeps strictly confidential
the log-in ID and all other information that enables       H.   Independent Contractor. Supplier provides
access. Supplier shall promptly notify Customer            Services as an independent contractor under the
upon termination of employment or reassignment of          Agreement. The parties’ relationship and the
Supplier’s personnel with access to Customer’s             Agreement will not constitute or create an
computer system.         If Customer revises the           association, joint venture, partnership, or other form
requirements for access to its computer system,            of legal entity or business enterprise between the
Supplier will be notified of the changed or additional     parties, their agents, employees or affiliates.
                                         ATTACHMENT 1 TO EXHIBIT F

                                                Customer Agreement

        The following Customer Agreement (this “Customer Agreement”) to Contract No. GS-201 between
Supplier and Broadlane, Inc. (the “Agreement”) is between Sprint Solutions, Inc., (“Supplier”) and
____________________ (“Customer”) and describes Customer responsibilities, liabilities and use restrictions
for purchase of Equipment and Services under the Agreement. Supplier and Customer agree that Customer
may purchase the Equipment and Services set out in the Agreement under the terms and conditions of the
Agreement (including all referenced exhibits, attachments, and tariffs) and this Customer Agreement.

Supplier and Customer agree as follows:

                                                            confirmation. Only persons authorized by Customer
I.      AGREEMENT, CONDITIONS AND                           will issue orders under this Agreement, and Supplier
FINANCIAL RESPONSIBILITY.                                   may reasonably rely on the authority of any person
                                                            who executes an order on Customer’s behalf. There
             A. The parties acknowledge that all            are no minimum Customer order requirements for
purchases are subject to the terms and conditions in the    Equipment and Services, however orders may only
Agreement, and will apply to all purchase of products       be placed in Supplier’s standard sale unit of measure
and services from Supplier. Supplier will offer such
products and services to Customer, at the rates, charges             B.       Order Cancellation. Customer
and discounts, set forth in the Agreement. Customer         may cancel an order at any time before Supplier ships
will order the products and services directly from          the order or begins performance, but Customer must
Supplier and Supplier will provide the products and         pay actual costs incurred by Supplier due to
services directly to Customer.                              Customer’s cancellation.

            B. Supplier will provide products and                     C. This Agreement shall commence on the
services to Customer contingent on: (a) Supplier’s          first day of the first billing month after the parties
credit approval of Customer; (b) Customer not being         sign this Agreement (“Commencement Date”) and
subject to any other binding agreement with Supplier        shall continue for an initial Term of 24 months. If
for the products and services provided herein during        Customer continues to receive Services after
the Order Term which is not permitted under the             termination of this Agreement, Supplier may remove
terms of the Agreement; and (c) Customer signing and        all discounts on Services and Equipment and provide
returning the Customer Agreement to Supplier.               those Services at its standard list, Schedule or Tariff
Customer agrees that it is subject to the terms and         pricing, unless the parties otherwise agree in writing.
conditions in the Agreement.
                                                                     D.        Acceptance of Orders. Supplier
            C. Customer and Supplier agree that             shall make commercially reasonable efforts to accept
Customer will be solely responsible for the                 valid orders issued under this Agreement in writing
fulfillment of Customer’s obligations under this            pursuant to Supplier’s ordering procedures, in a
Agreement, including but not limited to the                 prompt manner. All terms or conditions proposed in
obligation to pay for all product and service charges,      Supplier’s acceptance or acknowledgement form that
and all other applicable charges, that it incurs with       add to, vary from, or conflict with the terms and
Supplier.                                                   conditions in this Agreement are void.

II.      ORDERS.
                                                            III.     CUSTOMER RESPONSIBILITIES
         A.      Placing Orders.    As identified
previously in this document, Customer may order                       A.      Customer will not make any illegal
Equipment and Services by (a) delivering a written          use of the Services and will conform to the Supplier
order to Supplier, (b) calling Supplier’s toll-free         acceptable use policy as modified from time to time,
telesales phone number followed by written                  that    is   available    at   Supplier’s    website
confirmation, or (c) contacting Customer’s PCS              http://www.sprint.net/abuse.html.
Account Representative followed by written
         B.       Customer will not permit or allow       multiplied by the number of months in the Order
others to: (1) abuse or fraudulently use Services,        Term. This limitation of liability will not apply to
including, but not limited to, unauthorized or            claims arising from the parties’ indemnification
attempted access, alteration, or destruction of           obligations and SLA obligations under the
Supplier’s customers or other authorized user’s           Agreement.
information; (2) use Services in such a manner that
causes interference, or tampers with another              B.     Consequential   Damages.   NEITHER
customer’s or authorized user’s use of the Supplier       PARTY WILL BE LIABLE FOR ANY
network; or (3) use Services in a manner that violates    CONSEQUENTIAL,        INCIDENTAL,      OR
Supplier’s acceptable use policy.                         INDIRECT DAMAGES FOR ANY CAUSE OF
                                                          ACTION, WHETHER IN CONTRACT OR TORT.
          C.       In compliance with the obligations     CONSEQUENTIAL,       INCIDENTAL,      AND
imposed on Supplier by the Federal Communications         INDIRECT DAMAGES INCLUDE, BUT ARE NOT
Commission, Customer represents and warrants, on          LIMITED    TO,    LOST    PROFITS,   LOST
behalf of itself and its affiliates, subsidiaries, and    REVENUES, AND LOSS OF BUSINESS
agents, that it is not a reseller and that it does not    OPPORTUNITY, WHETHER OR NOT THE
intend to resell the Services or engage in other          OTHER PARTY WAS AWARE OR SHOULD
activity that would require Supplier to verify            HAVE BEEN AWARE OF THE POSSIBILITY OF
Customer’s authorization as a reseller as required by     THESE DAMAGES. THIS LIMITATION OF
47 CFR 64.1195. If Customer or its affiliates,            LIABILITY WILL NOT APPLY TO CLAIMS
subsidiaries, or agents breach these representations or   ARISING      FROM        THE     PARTIES’
warranties, the Customer Agreement will terminate         INDEMNIFICATION OBLIGATIONS UNDER
immediately and subject Customer to the liability         THE AGREEMENT.
imposed for termination by Supplier for material
breach set out in this Customer Agreement. These          C.      Liability for Content. Except as provided
provisions are not intended to prohibit resale, but are   in the Agreement, Supplier is not responsible for the
intended to prevent misrepresentations by resellers in    content of any information transmitted or received
an attempt to circumvent the rules or regulations of      through Supplier’s provision of the Services.
the FCC, or other governmental bodies with
jurisdiction over the provision of communications         D.       Liability Exclusions.
services for resale.
                                                          1.        Customer acknowledges that: (a) coverage
           D.     If Customer fails to comply with        and quality of Services can be affected by
this Section, Customer releases Supplier from all         atmospheric, geographic, and topographic conditions
liabilities or obligations in connection with the         and other conditions beyond Supplier’s control
affected Service.                                         including the failure of other service providers; (b)
                                                          interruption and unavailability of Services due to
         E.        Customer understands that Supplier     coverage, capacity, product failure or other
and Broadlane may modify and amend the rates,             limitations may occur in the transmission or
charges, discounts, and terms and conditions under        attempted transmission of wireless services; and (c)
contract no. GS-201, which modifications or               Supplier is not liable for the accuracy or reliability of
amendments may result in a modification of the rates,     any information accessed with Services or Equipment
charges, discounts, and terms and conditions              including information accessed through use of PCS
applicable to this Customer agreement.                    Vision.

                                                          2.       Supplier’s maximum liability for any loss or
IV.      LIMITATIONS OF LIABILITY                         damage arising under the provision of Service is
                                                          limited to: (a) with respect to Services a prorated
A.        Threshold of Liability. Supplier’s entire       portion of the applicable MRC for the time period
liability to Customer for damages caused by any           Services are not available, and (b) with respect to
failure to perform its obligations under the              Equipment, a refund of the price of the affected
Agreement will not exceed 75% of Customer’s               Equipment.
aggregate MSC during the Term. If Customer has no
MSC, Supplier’s entire liability for damages will not     V.   TERM AND TERMINATION                            OF
exceed 75% of Customer’s average monthly Services         CUSTOMER AGREEMENT
Usage Charges or monthly recurring charges
A.        Term. This Customer Agreement remains in                  2.       Customer       may      immediately
effect for as long as the Agreement is in effect, unless   terminate the order and this Customer Agreement if
terminated earlier as provided in this Customer            Supplier or any of Supplier’s key personnel is
Agreement and the Agreement. If the Agreement              convicted of an offense related to health care or listed
between Broadlane and Supplier expires or                  by a federal agency as being debarred, excluded, or
terminates prior to the expiration of this Customer        otherwise ineligible for federal program participation
Agreement, the terms and conditions then in effect         (“Supplier Offense”).
under this Customer Agreement shall continue to
apply to Customer.                                                  3.       If Customer terminates the order
                                                           and this Customer Agreement due to Supplier’s
B.     Supplier Right to Terminate. Supplier               material failure to provide the Services or due to a
may immediately terminate the order and Customer           Supplier Offense, Customer will not be liable for any
Agreement or discontinue Services if:                      of the Early Termination Liability charges contained
                                                           in the Section below.
         1.        Customer fails to cure its breach of
payment terms set out in the Agreement within 30           D.        Early Termination Liability. The pricing
days after written notice from Supplier;                   in the Agreement, including any discounts, is based
                                                           on Customer’s commitment to purchase Services for
          2.       Customer fails to cure any other        the entire Order Term. Customer acknowledges that a
material breach of the Agreement within 30 days            precise calculation of Supplier’s damages for an early
after written notice from Supplier; or                     termination of the Customer Agreement or any order
                                                           would be extremely difficult, and that the termination
        3.       Customer files a petition for relief      charges in the Customer Agreement represent
under the United States Code or suffers the filing of      reasonable liquidated damages, not a penalty. If
an involuntary petition for relief under the United        Customer terminates an order in whole or in part,
States Bankruptcy Code or any other applicable             before expiration of the Order Term, or if Supplier
bankruptcy or insolvency statute.                          terminates the Customer Agreement under this
                                                           Section, then Customer will pay the following
Notwithstanding termination of the order and               termination charges in Sections 1 and 2 below:
Customer Agreement in this Section, Customer will
remain liable for all invoices, charges and fees for               1.        A lump sum equal to the applicable
Services provided, whether or not invoiced by the          monthly charges, multiplied by the number of months
termination date.                                          remaining in the first year of the initial term; and

C.       Customer Right to Terminate.                               2.        Any liabilities imposed on Supplier
                                                           by third parties, such as local exchange carriers or
          1.       If Supplier materially fails to         PTTs, that result from Customer’s early termination.
provide Services, Customer may terminate the order
and the Customer Agreement. To terminate for such                   3.       In no event will the total liability
failure, Customer must give Supplier written notice        for early termination of an order exceed an amount
of the failure and provide Supplier a reasonable           equal to the purchase price of the order less the
opportunity to cure, within 30 days from Supplier’s        amount already paid on that order.
receipt of notice. If Supplier fails to cure, then
Customer may terminate the order and Customer                        4.      Upon prior approval of Supplier,
Agreement effective 30 days after giving Supplier          Customer will not be liable for the termination
written notice of termination due to the material          charges in Sections 1 or 2 above, if Customer orders
failure. Supplier’s material failure does not include a    another Service of the same or greater monthly price
failure caused by circumstances not within Supplier’s      with a term no less than the remaining months in the
sole control, including, but not limited to, a failure     initial Order Term (or one year, whichever is greater)
caused by:                                                 at the same time Customer provides Supplier with a
                                                           termination notice.
                  (i)       Customer-provided
equipment;                                                 F.       Repayment of Credits.        If Supplier
                                                           terminates the Customer Agreement due to
                  (ii)      Customer; or                   Customer’s material breach or Customer terminates
                                                           the order and Customer Agreement before the end of
the Order Term (unless due to Supplier’s material
breach), Customer will repay Supplier a prorated             B.       Customer         Proprietary       Network
portion of any non-Service related credits (such as          Information. As Supplier provides Equipment and
signing bonuses or term credits, if any) credits issued      Services to Customer, Supplier develops information
based upon the number of months remaining in the             about the quantity, technical configuration, type,
Order Term at the time of termination.                       destination, amount of Equipment and Services
                                                             Customer uses, and other information found on
VI. CONFIDENTIAL INFORMATION.                                Customer’s bill (“Customer Proprietary Network
                                                             Information” or “CPNI”). Under federal law,
A.        Nondisclosure Requirements. Each party             Customer has a right, and Supplier has a duty, to
agrees not to disclose any confidential information          protect the confidentiality of CPNI. To serve
received from the other party, or otherwise                  Customer in the most effective and efficient manner,
discovered by the receiving party, to any third party,       Customer agrees that Supplier may use or share
except as expressly permitted in this Agreement. This        CPNI with Supplier Affiliates for purposes of
obligation will continue until two years after this          determining and offering other Supplier products and
Agreement terminates. Confidential information               services that may interest Customer and to Broadlane
includes, but is not limited to, pricing and terms of        for the purpose of administering the Agreement.
the Agreement, and information relating to the               Customer permission to use CPNI for these purposes
disclosing party's technology, business affairs, and         is valid until revoked. However, if at any time
marketing or sales plans (collectively the                   Customer seeks to stop Supplier from using CPNI to
"Confidential Information"). Each party may disclose         offer products and services that are unrelated to the
Confidential Information to its subsidiaries, affiliates,    Equipment and Services Customer currently receives
agents and consultants with a need to know, if they          from Supplier, Customer may call 1-888-212-2145
are not competitors of the disclosing party and are          for wireline services and 800-865-7786 for wireless
subject to a confidentiality agreement at least as           services. Users who are deaf or hard of hearing may
protective of the disclosing party’s rights as this          dial 1-800-877-8973 to contact a TTY operator and
provision. The parties will use Confidential                 ask the TTY operator to dial 1-888-212-2145 or 800-
Information only for the purpose of performing under         865-7786 and notify Supplier that Customer does not
this Agreement. The foregoing restrictions on use and        want Supplier to use CPNI. Denial of approval for
disclosure of Confidential Information do not apply          Supplier to use CPNI will not affect the provision of
to information that: (a) is in the possession of the         any current Equipment or Services to which
receiving party at the time of its disclosure and is not     Customer subscribes.
otherwise subject to obligations of confidentiality; (b)
is or becomes publicly known, through no wrongful            C.       Customer Contact. Customer shall provide
act or omission of the receiving party; (c) is received      the name and contact information (including email)
without restriction from a third party free to disclose      of a Customer employee for administrative support of
it without obligation to the disclosing party; (d) is        the Customer Agreement within 30 days after the
developed independently by the receiving party               Effective Date of this Customer Agreement.
without reference to the Confidential Information, or
(e) is required to be disclosed by law, regulation, or
court or governmental order.




Supplier and Customer agree to the terms and conditions set out in this Customer Agreement.
Supplier: Sprint Solutions, Inc.


By:      ___________________________________ Date:    _______________________
         (Authorized Signature)

Name: __________________________________     Title:   _______________________
       (Typed or printed)



Customer: _______________________________

By:      ___________________________________ Date:    _______________________
         (Authorized Signature)

Name: __________________________________     Title:   _______________________
           (Typed or printed)




                                   ATTACHMENT 2 TO EXHIBIT F
                             WIRELESS EQUIPMENT AND SERVICES ANNEX

The following terms and conditions in this Wireless Equipment and Services Annex (“Annex”), together with the
Agreement, govern Supplier’s provision of Sprint PCS Wireless Services to Customer.
1.      DEFINITIONS. Capitalized terms throughout this Annex have the meanings specified in Section 20
(“Defined Terms”) of this Annex or in the Agreement.
2.       PROVISION OF EQUIPMENT AND SERVICES. This Annex applies to sales of Supplier wireless
Equipment and Services to corporate customers for their direct use. This Annex does not govern the sale of wireless
Equipment and Services to Employees under the Employee Advantage Program. Terms and conditions for those
individually-liable accounts are found at the Terms & Conditions link at the bottom of the webpage at
Gwww.sprintpcs.com.
3.       TELEPHONE NUMBERS AND PORTABILITY. Supplier may change the telephone numbers
assigned to each Equipment with reasonable prior notice for commercial reasons, such as fraud prevention,
regulatory requirements and area code changes. Supplier will comply with any FCC-issued regulations that
specifically require Supplier to allow its wireless customers to retain their assigned telephone numbers upon
switching wireless service to another carrier. Before a telephone number previously used with another carrier can be
used on the Network, Customer must provide information about the account with the other carrier (account name,
account number, address, and social security number or tax identification number) and purchase the Equipment from
Supplier as described in this Annex. Until the port from the previous carrier is successful, the Equipment will only
be able to call 911 and Supplier Customer Care (*2). Once the port is completed, Customer’s old device will no
longer work. However, due to system limitations and issues outside Supplier’s control, some requests to port a
telephone number from another carrier to Supplier, or from Supplier to another carrier, may not be
successful. If a transfer to Supplier is not successful, Customer will return to Supplier any Equipment within the
return period to receive a credit for the Equipment, and Customer will repay any discounts or service credits
provided with Equipment or Services. If Customer transfers a number to another carrier, Customer may be subject to
early termination fees.
4.        TTY ACCESS, PAY-PER-CALL SERVICES, INTERNATIONAL CALLING.                                    TTY-capable
Equipment (also known as TDD or Text Telephone) may not function effectively when attempting 911 calls due to
the limitations of the answering agency. A TTY device cannot be relied on for 911 calls. Supplier will not complete
calls from any Equipment to 900, 976 and similar numbers for pay-per-call services. International calling capability
must be requested on a per-Equipment basis.
5.      ROAMING. Calls made while off the Network may, depending on your service plan, incur separate
Roaming charges. Domestic Roaming rates are set out in the Service Plan Addendum or other pricing attachment.
There may be delays in invoicing Roaming charges due to the practices of the roaming service provider.
6.      NETWORK UNAVAILABILITY AND UNSUCCESSFUL SERVICE; CREDITS
        6.1.     Network Unavailability. If Service is not available to a Customer Line for more than 24
                 consecutive hours, at Customer’s request, Supplier will give Customer a one-day credit off
                 Customer’s MRC for the affected Customer Line for each 24 hour period the Service is
                 unavailable. No credit will be given for interruptions caused by Customer or by failure of products
                 or services not provided by Supplier.
        6.2.     Unsuccessful Service. Supplier will provide Customer with an airtime credit of 1 minute for a call
                 on a Customer Line that is: (a) placed while in an area covered by the Network, (b) disconnected
                 and, (c) redialed within 1 minute of disconnection. Customer must contact PCS Customer
                 Solutions within 24 hours of the disconnection and request credit for the call through the
                 interactive voice response unit. If the interactive voice response unit is not available, Customer
                 may call PCS Customer Solutions to speak directly with a representative.
7.       CUSTOMER RESPONSIBILITY FOR CHARGES. Customer must pay all charges for Equipment and
Services associated with each Customer Line, regardless of the identity of the person that actually uses or has
possession of the Line.
8.        PCS VISION CHARGES FOR DATA. PCS Vision is offered in various PCS Vision Packs, with
different features (e.g. Picture Mail) included, all as described in the Service Plan Addendum or pricing attachment.
The PCS Vision Packs include unlimited usage, unless otherwise noted.
The following information applies only to Lines that do not have "unlimited" PCS Vision usage. PCS Vision
data usage will be calculated on a per kilobyte basis rather than for minutes of airtime used, even for certain third
generation voice services. As long as Customer’s Vision-enabled PCS device is connected to the Network, Customer
will be incurring data usage charges. Customer cannot receive incoming voice calls while using PCS Vision data
services. Data usage is rounded up to the next whole kilobyte. Kilobyte usage will be rounded up to the next full
cent. Rounding up occurs at the end of each separate session or each clock hour (at the top of each hour), if the
session spans more than 1 clock hour. When traveling on the Network, a session may be ended and new session
initiated, although no interruption to the actual data session will occur. Each individual session will be rounded up.
Data usage and related service used will vary widely, depending on the specific PCS Vision application or service
used. Customer will be charged for data exchanges initiated by other Internet users as well as those Customer
initiates. Estimates of data usage, for example, the size of downloadable files, will vary from actual use. Customer
will be charged for additional data used in transporting and routing on the Network. Customer will be charged for
partial and interrupted data downloads or other use, including re-sent data, and for unsuccessful attempts to reach
Web sites and use other applications and services, including those resulting from dropped network connections.
Customer’s invoice will not separately identify the number of kilobytes attributable to Customer’s use of specific
sites, sessions or services used.
9.       PCS VISION USAGE
         9.1.     Use of PCS Vision requires the purchase of a PCS Vision-enabled PCS phone or other device and
                  is subject to any software, memory, storage or other limitation in the phone or other equipment.
                  Not all applications and services work, or work the same, on all PCS Vision-enabled phones and
                  devices. PCS Vision is not available when Roaming and are not currently available in certain
                  portions of select market areas within the Network.
         9.2.     Supplier is not responsible for any opinions, advice, statements, services applications or other
                  information provided by third parties and accessible through PCS Vision Services. Neither
                  Supplier nor its vendors or licensors guarantees the accuracy, completeness or usefulness of
                  information that is obtained through the PCS Vision Services. Customer is responsible for
                  evaluating such content. Use of certain PCS Vision Services, including some messaging services,
                  may result in the disclosure to others of the user’s email address and other information in
                  connection with the user’s Internet usage. Customer acknowledges that due to such disclosures, its
                  users may receive advertising, warnings, alerts and other messages, including broadcast messages.
10.       PREMIUM SERVICES. Access to and downloading of Premium Services is not included in the PCS
Vision service pricing. Even if Customer has a PCS Vision wireless service plan that includes “unlimited” kilobytes
of data, it will still be required to pay all charges associated with access to and use of Premium Services. Customer
will be charged for Premium Services at the rates and charges specified at the time of access or download, in
addition to data usage charges Customer incurs while connected to the Network. Customer Lines may not be able to
use Premium Services that are provided by third-party content providers. Supplier provides no warranties and makes
no representations or claims with regard to the third party Premium Services. In certain instances, subject to the
terms of the content purchased, Supplier may delete premium and non-premium items downloaded to available
storage areas (e.g., Customer’s vault) including any pictures, games and other content. For instance, pictures
downloaded to any storage areas Supplier provides may be deleted after 30 days. Supplier may impose a dollar or
other limit on use of Premium Services including a limit on the amount of Premium Service charges that Customer
will be allowed to incur in a specific timeframe (month, week, day, or other time period). Supplier may suspend
Customer’s use of Premium Services without prior consent or notice if Supplier has reason to suspect fraudulent or
unauthorized use of Customer’s Premium Services account, but Supplier makes no assurances that it will suspend
such activity on Customer’s account.
11.      LOST OR STOLEN EQUIPMENT. If one of Customer’s Equipment is lost or stolen, Customer must as
soon as possible notify Supplier at 1-888-788-4727 (or other number provided by Supplier to Customer in writing
from time to time) for deactivation of Services. Customer is responsible for all charges for Services associated with
the Equipment before Customer notifies Supplier of the loss or theft. Supplier may require that Customer provide
evidence of the loss or theft (e.g., a police report or affidavit). If the Equipment is later found, Supplier may require
Customer to exchange the Equipment for another Equipment before reactivating Service and, in such cases, Supplier
will provide a replacement Equipment of similar quality at Supplier’s expense.
12.      ONLINE INFORMATION. Supplier may, with Customer’s approval, install and maintain a link on
Customer’s Intranet to www.sprintpcs.com to provide Customer and its Employees with information about PCS
Equipment and Services Customer acknowledges that Supplier will not be liable for problems regarding the link to
sprintpcs.com.
13.     EARLY TERMINATION OF AN ORDER.
        13.1        If Supplier terminates an Order due to Customer’s material breach of this Annex, Order, or the
                    Agreement, Customer must pay the applicable per-Line early termination fee set out in the Service
                    Plan Addendum (in addition to Customer’s other payment responsibilities).
        13.2        During the Term, in addition to the rights of termination described in the Agreement, Customer
                    may terminate the Order and Services provided under it or any Customer Line with notice to
                    Supplier and payment of the per-Line early termination fee, as set out in the pricing attachment or
                    Service Plan Addendum (in addition to Customer’s other payment responsibilities). If Customer
                    terminates this Annex or Agreement due to Supplier’s material breach, Customer will not be liable
                    for per-Line early termination fees set forth in the Service Plan Addendum or pricing attachment.
14.      EFFECTS OF TERMINATION. Services to each Line will terminate when the Customer Agreement
terminates regardless of activation date. Upon early termination or expiration of the Customer Agreement, Supplier
may continue to provide Services to Customer without application of the Nationwide Volume Pricing (“NVP”)
Discount until Customer request deactivation of all Lines. Continued Service after expiration or termination will be
governed by this Annex, Supplier’s Standard Terms and Conditions for Communications Services located on
Supplier’s web site http://www.sprint.com/ratesandconditions/ and any product-specific terms and conditions
included in the Equipment packaging.
15.     EMPLOYEE ADVANTAGE PROGRAM (“EAP”)
        15.1        If Customer elects to participate in the EAP, Supplier will make the Employee Discount specified
                    in the Service Plan Addendum or pricing attachment, as applicable, available to Employees who
                    enter a services agreement with Supplier with at least a one year term. Employees will be eligible
                    for service plans available to Employees at the time of activation and must meet and maintain
                    satisfactory credit with Supplier to participate in the EAP. To receive the Employee Discount,
                    Employees must purchase Equipment and Services through sales channels approved by Supplier.
                    Customer is not responsible for any charges for Equipment or Services purchased directly by
                    Employees under the EAP, unless otherwise specified in Customer’s Agreement. Customer and
                    Supplier will work together to identify Employees who are Supplier subscribers as of the Effective
                    Date and who may be eligible to receive the Employee Discount.
        15.2        If Customer elects to participate in the EAP:
               A.   Customer and Supplier will establish a standard authorization process for Employees to participate
               in the EAP;
               B.  Customer agrees to cooperate with and assist Supplier in verifying the employment status of
               persons claiming to be Employees;
               C.   within 30 days of the Effective Date and at least monthly thereafter, Customer will communicate
               to all of its Employees via Customer's company wide electronic mail system(s), or other applicable
               system if electronic mail is unavailable, that Customer has entered into an agreement with Supplier
               under which Employees can receive a discount off of select Supplier service plans;
               D.  at each of Customer’s facilities, Customer must provide at least one opportunity per month for
               Supplier personnel to exclusively market and sell Equipment and Services available for purchase by
               Employees; and
               E.   With Customer’s permission, at its sole discretion, Supplier may send marketing messages to
               Customer’s employee base via payroll stuffers, company magazines/newsletters, email, chair drops, or
               in any other reasonable manner.
        15.3        Supplier may, with Customer’s approval, install and maintain a link (via the Internet or Intranet as
                    the case may be) to www.sprintpcs.com to provide Customer and its Employees with information
                    about PCS Equipment and Services.
      15.4        All Customer communications described above must be accurate with respect to the offer
                  available under the applicable Service Plan Addendum or pricing attachment. Customer must
                  coordinate the details and content of such communications and marketing with Supplier.
16.   DEFINED TERMS
             F.   “Anytime Minutes” has the meaning given to it in the Service Plan Addendum.
             G. “Customer Line” is a Line activated by Customer for its end use and for which Customer is
             financially liable. Unless otherwise noted, reference to “Line” will include a “Customer Line”.
             H. “Employee” means a person in the service of Customer and from whom Customer withholds
             FICA (Federal Insurance Contributions Act) contributions from gross pay.
             I.  “Equipment” for purposes of this Annex means wireless handsets, devices and accessories
             provided by Supplier or PCS Affiliates under the Agreement and this Annex.
             J.  “Line” means a PCS handset or device activated on Sprint Service with a Supplier assigned
             phone number.
             K.   “MRC” means monthly recurring charge.
             L.   “Night and Weekend” has the meaning given to it in the applicable Service Plan Addendum or
             pricing attachment.
             M. “PCS Wireless Web” means Supplier’s second generation data services which do not take
             advantage of Supplier's enhanced Nationwide PCS Network.
             N.   “PCS Account Representative” means a Supplier employee assigned to Customer’s account.
             O. “PCS Affiliate” means independent third parties that by contract offer wireless Equipment and
             Services under the Supplier Marks.
             P.  “PCS Vision” means Supplier’s advanced multimedia third generation services which takes
             advantage of Supplier's enhanced Nationwide PCS Network.
             Q. “PCS Vision Packs” has the meaning given to it in the applicable Service Plan Addendum or
             pricing attachment.
             R.  “Premium Services” means data service downloads and applications available through PCS
             Vision that are above and beyond basic data usage, such as games, ringers and screen savers.
             S.   “Roaming” means voice or data service provided on another wireless carrier's network through
             agreements established by Supplier.
             T.  “Services” for purposes of this Annex means wireless telecommunications service provided on the
             Network by Supplier and PCS Affiliates under this Annex.
             U.  “Service Plan Addendum” means the pricing addendum or attachment to the Agreement
             detailing the prices for Services.
             V.  “Subscriber Level” means the number of Lines selected by Customer and set forth in the Service
             Plan Addendum or pricing attachment.
             W. “Network” for purposes of this Annex means the Supplier-owned or controlled CDMA wireless
             network, including network owned or controlled by PCS Affiliates, used by Supplier to provide
             Services.
                                     SPRINT BUSINESS SOLUTIONS
                                 WIRELESS SERVICE LEVEL AGREEMENT

1.       Policy.

Sprint is committed to providing reliable, high-quality services on its wireless mobile network. As one indicator of
Sprint’s service commitment, Sprint provides this Service Level Agreement (“SLA”) covering wireless voice
service and performs ongoing measurement of its service metrics on a nationwide basis. If Network performance, as
measured on a nationwide basis, does not meet the applicable metrics set forth in this SLA, then Eligible Customers
may be eligible for a service credit. All defined terms are set forth in Sections 5 and 6 below.

2.       Network Performance Commitments.

Network performance is the measure of how voice information travels through the Network. Sprint’s Network
Performance SLAs are measured across specific Sprint Network elements, and apply to sites on Sprint and Sprint
Affiliate platforms. Sprint will make available on a secure, password protected website information regarding
whether the Network attained the voice performance objectives set forth in this SLA during the prior month.
Customer agrees that the network performance metrics provided by Sprint pursuant to this SLA are Sprint
proprietary and confidential information. Customer will not disclose the network performance metrics to any third
party, unless expressly permitted under the terms of the Customer’s non-disclosure agreement with Sprint.

If Sprint fails to attain these objectives (except as excluded under Section 3 below), Eligible Customers may request
a Service Credit to compensate for the performance shortfall.

The calculation of each of the Network performance commitments described in this Section 2 is based on the overall
average performance of Sprint’s nationwide Network. An Eligible Customer’s individual experience may differ
from the percentages posted by Sprint at the end of each calendar month due to specific conditions affecting such
Eligible Customer.

2.A.     Network Voice Block Rate.

2.A.1. Network Voice Block Commitment.
The “Network Voice Block Rate” is the percentage of calls that are blocked as compared to the total number of
attempts made by users on the Network over a calendar month. The call is said to be blocked if the user cannot
successfully place a call while within the Sprint PCS Coverage Area.

The national overall average for the Network Voice Block Rate will be less than 2.00% during each calendar month
(the “Network Voice Block Commitment”). Standard rounding methodology as described by the National Institute
of Standards and Technology (NIST) will apply.

2.A.2. Network Voice Block Validation.
Sprint will post each month’s actual Network Voice Block Rate on a password protected website on or about the
22nd day of the subsequent calendar month.

2.A.3. Network Voice Block Service Credit.
If the posted Network Voice Block Rate for a calendar month fails to meet the Network Voice Block Commitment,
an Eligible Customer may contact its Sprint representative in writing within 15 business days of the Network Voice
Block Rate being posted to request the applicable service credit. Upon Sprint’s verification that the Network Voice
Block Rate during that calendar month failed to meet the Network Voice Block Commitment specified above, Sprint
will issue a service credit to the Eligible Customer equal to 10% of the Eligible Customer’s Monthly Recurring
Charges for Wireless Service for that month, not to exceed the limits in Section 4. Approved service credit(s) will
be applied to an Eligible Customer’s invoice during the next available bill cycle. Any decision made by Sprint
regarding whether Sprint satisfies the Network Voice Block Commitment will be final, binding and conclusive, and
is within Sprint’s sole discretion.

2.B.     Network Voice Drop Rate.
2.B.1. Network Voice Drop Commitment.
The “Network Voice Drop Rate” is the percentage of calls that are dropped as compared to the total number of calls
established on the Network over a calendar month. The call is dropped when a user experiences an abnormal call
release without either party manually ending the call while within the Sprint PCS Coverage Area.

The national overall average for the Network Voice Drop Rate will be less than 2.00% during any calendar month
(the “Network Voice Drop Commitment”). Standard rounding methodology as described by the National Institute
of Standards and Technology (NIST) will apply.

2.B.2. Network Voice Drop Validation.
Sprint will post each month’s actual Network Voice Drop Rate on a password protected website on or about the 22 nd
day of the subsequent calendar month.

2.B.3. Network Voice Drop Service Credit.
If the posted Network Voice Drop Rate fails to meet the Network Voice Drop Commitment, the Eligible Customer
may contact its Sprint representative in writing within 15 business days of the Network Voice Drop Rate being
posted to request the applicable service credit. Upon Sprint’s verification that the Network Voice Drop Rate during
that calendar month failed to meet the Network Voice Drop Commitment, Sprint will issue a service credit to the
Eligible

Customer equal to 10% of the Eligible Customer’s Monthly Recurring Charge for Wireless Service for that month,
not to exceed the limits in Section 4. Approved service credit(s) will be applied to an Eligible Customer’s invoice
during the next available bill cycle. Any decision made by Sprint regarding whether Sprint satisfies the Network
Voice Drop Commitment will be final, binding and conclusive, and is within Sprint’s sole discretion.

2.C.     Network Voice Availability Rate.

2.C.1. Network Voice Availability Commitment.
The Network Voice Availability Rate is the percentage of minutes that the Network Voice Elements are operational
as compared to the total number of minutes within a given calendar month. Network Voice Elements are considered
operational if they can perform any of their call processing functions. “Network Voice Elements” include BTS
(Base Transceiver Station), MM (Mobility Manager), MSC (Mobile Switching Center) and WSCP (Wireless Service
Control Point) mated pairs.

The overall average Network Voice Availability Rate will be 99.9% or greater during each calendar month (the
“Network Voice Availability Commitment”).         Standard rounding methodology as described by the National
Institute of Standards and Technology (NIST) will apply.

2.C.2. Network Voice Availability Validation.
Sprint will post each month’s actual Network Voice Availability Rate on a password protected website on or about
the 22nd day of the subsequent calendar month.

2.C.3 Network Voice Availability Credit.
If the posted Network Voice Availability Rate fails to meet the Network Voice Availability Commitment, the
Eligible Customer may contact its Sprint representative in writing within 15 business days of the Network Voice
Availability Commitment being posted to request the applicable service credit. Upon Sprint’s verification that the
Network Voice Availability Rate during that calendar month failed to meet the Network Voice Availability
Commitment, Sprint will issue a service credit to the Eligible Customer equal to 10% of the Eligible Customer’s
Monthly Recurring Charge for Wireless Service for that month, not to exceed the limits in Section 4. Approved
service credit(s) will be applied to an Eligible Customer’s invoice during the next available bill cycle. Any decision
made by Sprint regarding whether Sprint satisfies the Network Voice Availability Commitment will be final,
binding and conclusive, and is within Sprint’s sole discretion.

3.       Exclusions from Applicability of Sprint Wireless SLAs.
3.A.    Exclusions. The Sprint Wireless Services SLAs will not apply to, or in the event of:

3.A.1   Circumstances caused by acts or omissions of Eligible Customer, its agents or vendors.

3.A.2 Force majeure events, including, but not limited to: natural disasters (e.g. lightning, earthquakes,
hurricanes, floods); power outages, mass calling events, spam attacks, virus attacks, or other events outside of
Sprint’s reasonable control; wars, riots, terrorist activities, and civil commotions; inability to obtain parts or
equipment from third party suppliers; cable cuts by third parties; acts by local exchange carriers or other third
parties; explosions and fires; embargoes, strikes and labor disputes; governmental decrees and any other cause
beyond Sprint’s reasonable control. If a force majeure event occurs, the performance metrics for the impacted
Network Voice Elements may be excluded from the calculation of the overall nationwide Sprint Network
performance metrics for that month.

3.A.3 Eligible Customer’s failure to materially comply with its obligations as defined in Eligible Customer’s
agreement with Sprint for the purchase of wireless services, including failure to pay valid past-due amounts; order
suspensions due to customer’s credit worthiness.

3.A.4   Scheduled maintenance events.

3.A.5   Failure of any components outside the Network or outside of Sprint’s reasonable control.

3.A.6 Sprint PCS data services (including but not limited to PCS Ready Link services, PCS Vision services or
messaging services).

3.A.7 Failure of any enhanced voice applications such as Sprint PCS Voice Mail, Voice Command or other
similar enhanced voice services.

3.B.     Applicability and Amendments.
Sprint reserves the right to terminate the SLA at any time in its sole discretion, and to amend the SLA from time to
time by posting the terms of the revised SLA to a secure, password protected website. Eligible Customer is subject
to the then-current terms of the SLA, if any, that are posted at the time of the event(s) giving rise to Eligible
Customer’s request for a service credit pursuant to Section 2 above.

4.      Maximum Service Credits.

4.A      Monthly Service Credit. In no event will any service credits issued to an Eligible Customer for a single
calendar month exceed 30% of such Eligible Customer’s Monthly Recurring Charges for Wireless Service.

4.B.    Yearly Service Credit. In no event will the cumulative total of service credits issued to an Eligible
Customer during a Contract Year exceed 20% of such Eligible Customer’s total Monthly Recurring Charges for
Wireless Service invoiced during the Contract Year.

5.      Definitions.

The following definitions are used in this SLA:

5.A     Contract Year – The 12-month billing period commencing on the first day of the month after Eligible
Customer’s agreement with Sprint for the purchase of wireless services becomes effective and each successive 12
month billing period thereafter.

5.B       Coverage Area – The user is said to be within the Coverage Area if the user is not in roaming mode and
the user’s phone displays at least 1 highlighted bar on the phone’s screen. If none of the bars are highlighted, the
user is outside the Coverage Area of Sprint PCS.

5.C     Eligible Customer – Any customer that (i) purchases wireless services from Sprint or a Sprint Affiliate (or
who renews an existing agreement with Sprint for the purchase of wireless services) on or after August 9, 2004 with
a minimum 1 year term commitment, (ii) is in full compliance with the terms of its agreement with Sprint or the
Sprint Affiliate for the purchase of wireless services, and (iii) is a customer whose charges for company-liable users
are billed directly to the customer’s account. An individually-liable user or Employee Line is not an Eligible
Customer and is not eligible to receive the service credits described in this SLA.

5.D Monthly Recurring Charge for Wireless Service – All monthly recurring charges for wireless services
inclusive of the primary plan and all attachable charges, and excluding overage charges and one time charges.

5.E     Network – The Sprint-owned or controlled CDMA wireless network located in the United States, including
network owned or controlled by Sprint Affiliates, used by Sprint to provide wireless services.

5.F      Network Voice Availability Rate – the Network Voice Availability Rate is defined in Section 2.C.1.

5.G      Network Voice Block Rate – The Network Voice Block Rate is defined in Section 2.A.1.

5.H      Network Voice Drop Rate – The Network Voice Drop Rate is defined in Section 2.B.1.

5.I      Network Voice Elements – The Network Voice Drop Rate is defined in Section 2.C.1.

5.J      Sprint Affiliates – Independent third parties that by contract offer telecommunications services under the
Sprint brand name.

6.    Acronyms.

6.A      MM – Mobility Manager: Consists of two or more Unix-based servers with a large hard disk-drive and
tape-backup plus a number of workstations all interconnected with an Ethernet Hub, MM provides the human
interface in the CDMA Base Station System.

6.B      BTS – Base Transceiver Station: Device used to transmit radio frequencies over the air.

6.C      CDMA – Code Division Multiple Access: wireless digital interface technology used exclusively in all
Sprint networks based upon the IS 2000 Rel 0 standards.

6.D     MSC – Mobile Switching Center: A switch providing services and coordination between mobile users in a
network and external networks.

6.E      WSCP – Wireless Service Control Point: A service control point used in wireless technology.

				
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