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Editor's Note: With 2013 now upon us, RCR Wireless News has gathered predictions
from leading industry analysts and executives on what they expect to see in the new year.
Every year seems to bring a giant leap, or at least a shift, in technology. This is especially
true for the wireless industry. Not too long ago, Wi-Fi was the ugly stepchild of the
wireless world. Then WiMAX was the one to bet on, then LTE, now Wi-Fi is hot yet again.
Looking ahead to 2013 it would be smart to place your chips on Wi-Fi driving new trends.
"InteIIigent offIoading:" Wi-Fi offIoading enters second phase
There's no doubt that mobiIe operators have identified mobiIe data offIoading as a
criticaI means of reIieving the congestion on their networks. That stress wiII onIy grow as the migration from
reguIar mobiIe phones to smartphones for aII user demographics increases, smartphones get smarter, tabIet
computers such as the iPad continue to gain market share, and more and more devices become Wi-Fi-
capabIe. E-readers have Wi-Fi. Gaming consoIes have Wi-Fi. Devices are being designed to be faster, and
with Iess of a drain on battery Iife, when using Wi-Fi.
Most carrier Wi-Fi instaIIations have engaged in the first phase of Wi-Fi offIoading: first buiId a
comprehensive Wi-Fi network, use SIM authentication to make it seamIess, and add some integration with
the mobiIe core. These steps take offIoading very far, and many instaIIations in 2013 wiII be depIoyed this
way.
In 2013 the industry wiII work toward cIoser integration with mobiIe core, for more inteIIigent offIoad.
The capacity crunch has Ied operators to Ieverage Wi-Fi offIoading to reIieve networks. However,
smartphones aren't aIways that smart: if they see a Wi-Fi network they'II hoId on to it and won't Iet it go -
even if the quaIity of the connection is poor. Smartphones are hanging on with their fingernaiIs to the Wi-Fi
network, even when the user is too far away from the access point. Connections stutter and get jumpy. At
that moment it wouId actuaIIy be better for the user to simpIy jump back onto the 3G network.
But it is possibIe to make this process more inteIIigent. InteIIigence about how much capacity the mobiIe
network can handIe at any given time vs. the Wi-Fi network can be gathered, and then conveyed to the
smartphone about how to make the decision of whether Wi-Fi or 3G offers the best connection. Or perhaps
there's another stronger Wi-Fi network. This capabiIity wiII become more imperative in 2013.
Wi-Fi becomes "just another radio network"
More operators are embracing Wi-Fi as simpIy another radio network, and this trend wiII continue. Not just a
quick fix for offIoading, but embracing Wi-Fi as one of the access methods they have, and using it for
coverage for dense areas, or indoors. This is further fueIed by the fact that ceIIuIar base station vendors are
starting to seII their reguIar micro and pico base stations with Wi-Fi radio access buiIt-in, just Iike GSM,
UMTS and LTE.
They're aIso seeing it as a part of their Iong-term strategy. Operators are reaIizing they simpIy don't have
enough spectrum to buiId-out, and even if they had the capitaI cost to depIoy it can be Iess if Wi-Fi networks
are buiIt in paraIIeI to take the edge off the Ioad in the busiest Iocations.
Wi-Fi is here to stay, and 2013 is the year when operators wiII embrace this as just another access
technoIogy.
Monetizing "non-subscribers"
WhiIe a Iot of operators are in a good position to monetize their current subscribers there is a whoIe
audience of devices and users out there that needs to be addressed and catered to. MobiIe carriers assume
that every device and user they serve must be a subscriber. However, there couId be a huge audience of
"non-subscribers" to reach. Many of their subscribers have devices such as Wi-Fi-onIy devices that are not
seen by their network, or there are peopIe that may not be subscribers but they couId become reguIar users
of their network.
For 2013 operators wiII push harder to monetize this audience. BuiIding a Wi-Fi network makes it possibIe to
aIIow many more non-SIM-card-bearing devices access for a fee, which drives up the ARPU, and there can be
significant additionaI revenue from Wi-Fi pay-per-use from "non-subscribers" that actuaIIy are subscribers to
the competition that has not buiIt any Wi-Fi coverage.
2013: The death of Iogin
PeopIe are getting fed up with the extensive signup and registration processes that gate access to services
in some Iocations. This wiII be the year of automatic system seIection and automatic Iogin. There are Wi-Fi
services where, in order to get 30 minutes of free Wi-Fi, it is necessary to fiII in a Iengthy form. Time is an
important commodity: compIicated gating wiII push peopIe toward competitors. It's necessary to make that
process automatic and seamIess.
This is the year when the user wiII drive that part of the equation. Using SIM card authentication for those
devices that aIready contain a SIM card is an exceIIent way to address this probIem, and efforts such as
Hotspot 2.0 are heIping the industry to sort out how to do the system seIection and automatic Iogin as much
as possibIe. But there are additionaI ways to address this. SociaI media such as Facebook are aIready paving
the way for this shift to happen, as they are increasingIy being used for Iogin and authentication.
Using sociaI media for Iogin seems Iike a simpIe way to soIve a compIicated probIem. However, it
underscores a new tension we're seeing, between the necessity to cIose networks for security whiIe stiII
catering to the one-cIick Iogin.
There's a need to baIance privacy with access, and that's a topic that the industry wiII soon be struggIing
with. As a resuIt 2013 wiII be the year of contradictions for the wireIess industry.
No. Wylink pays for all operational expenses including roof top leases.
Q. What kind of guarantees comes with the equipment.
All equipment is under a manufacturers guarantee.
What are the annual estimated costs for maintaining the equipment?
As stated above and in your contract that is our cost, not yours.
Q. Does bad weather such as the winter storm I am having today affect the signal?
No. As clearly stated in your Services and Purchase Agreement, there is a one time all
inclusive fee. There are no additional hidden costs.
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TELECOMMUNICATIONS LEASE AGREEMENT
SAMPLE ONLY FOR REVIEW
This Telecommunications Lease Agreement ('Agreement) is made and entered into as
oI this day oI , 2013 (the 'EIIective Date), by and between WYTEC Inc.,
a Texas corporation, ('WYTEC), and the other person or entity who has executed this
Agreement ('Lessor).
Recitals
A. Lessor is applying with the Federal Communications Commission ('FCC) on Form 601-
FCC Application Ior Radio Service Authorization ('Application) Ior the purpose oI
obtaining the use oI 'millimeter wave spectrum in the 71-76 GHz, 81-86 GHz and 92-95
GHz bands on a shared basis with Federal Government operations (a 'Registered Link).
B. Lessor expects to own the Registered Link identiIied on Schedule A to this Agreement
(the 'IdentiIied Link).
C. WYTEC desires to lease 25 oI the capacity oI the IdentiIied Link Irom the Lessor and
the Lessor desires to lease such capacity to WYTEC pursuant to the terms and conditions
oI this Agreement.
NOW, THEREFORE, in consideration oI the mutual covenants and conditions contained
in this Agreement, and Ior good and valuable consideration the receipt and suIIiciency oI which
are hereby acknowledged by the parties, WYTEC and Lessor agree as Iollows:
1. TELECOMMUNICATIONS LEASE
The IdentiIied Link has a capacity oI no less than one (1) Gigabyte per Second
('Gbps) (approximately 1,000 Megabytes per Second ('Mbps)) oI transport capacity Ior
aggregate broadband throughput. Lessor agrees to lease to WYTEC and WYTEC hereby leases
Irom the Lessor, a minimum oI 250 Mbps (but not less than 25) oI the IdentiIied Link capacity
at a rate per Mbps equal to $2.00 per month, or $500 per month (the 'Lease Fee), Ior a period oI
Iive (5) years Irom the date that the IdentiIied Link is Iully built out, activated, and ready Ior
actual transport oI telecommunications data (the 'Commencement Date). At the end oI the
Lease Period, WYTEC and Lessor may by mutual agreement, extend the lease at terms to be
negotiated, and agreed upon by both WYTEC and the Lessor. WYTEC will pay the Lessor the
Lease Fee on the IiIth day oI each month during the term commencing to accrue and be payable
ninety (90) days aIter the Commencement Date. Notwithstanding the Ioregoing, iI at any time
aIter the EIIective Date Lessor enters into an agreement with another company with pricing
terms more Iavorable than the Lease Fee, the Lessor will immediately (i) notiIy WYTEC in
writing, and (ii) adjust the Lease Fee to the more Iavorable pricing terms Ior the remaining term
oI the Agreement.
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2. WYTEC RIGHT OF FIRST REFUSAL.
Provided that WYTEC is not in breach oI this Agreement, WYTEC shall have the
right oI Iirst reIusal to lease Irom Client additional Registered Link capacity Irom links
pur chas ed as part oI the Application Services, which Client proposes in its sole discretion to
lease to a third party in a bona Iide lease agreement. Client shall notiIy WYTEC in writing oI
such lease oIIer with the designated lease price. WYTEC, in its sole discretion may require
validation oI third party lease inIormation to include but not to be limited to; a) name oI potential
third party; b) copy oI lease inIormation and/or contract; and 3) contact inIormation oI third
party. WYTEC shall have ten (10) business days Irom the receipt oI such notiIication to
complete validation oI potential third party lease oIIer and notiIy Client oI its intent to lease
such contemplated Registered Link capacity Irom Client, on terms which are equal to or
greater than the dollar amounts and time Irames oIIered by the third party, named or unnamed,
aIter which Client shall be Iree to lease such capacity to the third party.
3. FORCE MA1EURE.
Neither WYTEC nor Lessor shall be liable to the other Ior Iailure to perIorm its
obligations under this Agreement iI prevented Irom doing so because oI an Act oI God, strike,
Iire, terrorism, Ilood, war, civil disturbance, interIerence by civil or military authority or other
causes beyond the reasonable control oI the party. Upon the occurrence oI such an event the
party seeking to rely on this provision shall promptly give written notice to the other party oI the
nature and consequences oI the event.
4. NOTICES.
All notices and other communications under this Agreement must be in writing
and must be given by Iacsimile, email or Iirst class mail, certiIied with return receipt requested,
and will be deemed to have been duly given 24 hours aIter transmission oI a Iacsimile or email,
or three days aIter mailing, to the respective persons and entities named Iollowing this paragraph.
Either party may change its address, telephone number, Iacsimile number, email address, or
contact name by providing notice thereoI to the other party in the manner speciIied above.
If to WYTEC: WYTEC, Inc.
19206 Huebner Road, Suite 202
San Antonio, Texas 78258
Attention: William H. Gray, ChieI Executive OIIicer
Telephone Number: (888) 284-4531
Facsimile Number: (210) 404-9022
Email Address: whgcci-us.com
If to Lessor: At the address and telephone number set Iorth below
Lessor`s signature.
5. LIMITATION OF LIABILITY.
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THE PARTIES AGREE THAT IT IS IMPOSSIBLE TO DETERMINE WITH
ANY REASONABLE ACCURACY THE AMOUNT OF DAMAGES TO LESSOR UPON
THE BREACH OF WYTEC`S OBLIGATIONS UNDER THIS AGREEMENT. THEREFORE,
THE PARTIES AGREE THAT LESSOR`S SOLE REMEDY FOR MATERIAL BREACH OF
WYTEC`S OBLIGATIONS UNDER THIS AGREEMENT WILL BE LIQUIDATED
DAMAGES IN THE AMOUNT OF THE LEASE FEE PAYABLE BY WYTEC TO LESSOR
AS SPECIFIED IN SECTION 1 OF THIS AGREEMENT. LESSOR HEREBY WAIVES ALL
OTHER CLAIMS FOR DAMAGES OF ANY KIND AGAINST WYTECWYTEC ITS
MEMBERS, MANAGERS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES,
CONTRACTORS, AGENTS, REPRESENTATIVES OR AFFILIATES, INCLUDING,
WITHOUT LIMITATION, ANY CLAIMS FOR ANY LOSS OF USE, INTERRUPTION OF
BUSINESS OR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR
CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION
LOST PROFITS), REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT,
TORT, STRICT PRODUCT LIABILITY OR OTHERWISE. LESSOR AND WYTEC AGREE
THAT THE LIQUIDATED DAMAGES SET FORTH ABOVE ARE REASONABLE AND
NOT A PENALTY BASED ON THE FACTS AND CIRCUMSTANCES OF THE PARTIES
AT THE TIME OF ENTERING INTO THIS AGREEMENT WITH DUE REGARD TO
FUTURE EXPECTATIONS.
6. GOVERNING LAW.
This Agreement and any dispute arising Irom or in connection with this
Agreement shall be interpreted under and governed by Texas law, without regard to conIlict oI
laws principles.
7. 1URISDICTION AND VENUE.
The parties hereby consent to and waive any objection to the jurisdiction oI and
venue in the state and Iederal courts located in Bexar County, Texas related to any dispute
arising Irom or in connection with this Agreement.
8. WAIVER.
The Iailure oI either party to insist upon the perIormance oI any obligation or term
oI this Agreement or to exercise any right hereunder shall not constitute a waiver oI that
obligation or term. No waiver oI any right or obligation under this Agreement shall be eIIective
unless in writing and signed by both parties.
9. INDEPENDENT CONTRACTOR.
This Agreement creates no relationship oI joint venture, partnership, limited
partnership, Iiduciary or agency between the parties and the parties hereby acknowledge that no
other Iacts or relations exist that would create any such relationship between them. The parties
are engaging in this Agreement as independent contractors with respect to each other.
10. SUCCESSORS AND ASSIGNS.
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This Agreement shall inure to the beneIit oI and will be binding upon and
enIorceable by the parties and their respective heirs, representatives, successors and permitted
assigns.
11. ENTIRE AGREEMENT; AMENDMENT.
This Agreement and the schedules attached hereto constitute the entire
understanding and agreement between the parties with respect to the subject matter set Iorth in
this Agreement and supersedes any and all prior agreements, understandings, promises, conduct
and representations made concerning the subject matter oI this Agreement. This Agreement may
only be amended in writing, signed by each party to this Agreement.
12. COUNTERPARTS; ELECTRONIC SIGNATURES.
This Agreement may be executed in counterparts, each oI which taken together
shall constitute an original, single, binding agreement between the parties. Any signature oI a
party required by this Agreement may be transmitted to the other party via Iacsimile or other
electronic transmission and such Iacsimile or electronically transmitted signature shall be
deemed an original signature binding upon the signing party Ior all purposes.
13. ATTORNEYS` FEES AND COSTS.
In the event that either party must resort to legal action in order to enIorce the
provisions oI this Agreement or to deIend such action, the prevailing party will be entitled to
receive reimbursement Irom the nonprevailing party Ior all reasonable attorneys' Iees and all
other costs incurred in commencing or deIending such action, or in enIorcing this Agreement,
including but not limited to post judgment costs.
14. SEVERABILITY.
II any term, provision, covenant or condition oI this Agreement is Iound to be
invalid, void, or unenIorceable by any court oI competent jurisdiction, the remaining provisions
hereoI will continue in Iull Iorce and eIIect and will in no way be aIIected, impaired or
invalidated.
15. SURVIVAL.
Sections 2 through 15 oI this Agreement will survive the expiration, termination
and cancellation oI this Agreement.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as oI
the date Iirst written above.
'WYTEC 'Lessor
WYTEC Inc.,
a Texas Corporation THIS DOCUMENT IS FOR REVIEW ONLY DO NOT SIGN
By: xxxxxxxxxxxxxxx
William H. Gray 3ULQWHG1DPH
Its: ChieI Executive OIIicer
[[[[[[[[[[[[[[[
6LJQDWXUH
By:
Its:
Address
City, State, Zip
Telephone Number
Social Security #
Email Address
SCHEDULE A
Description of Identified Link
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SERVICES AND PURCHASE AGREEMENT
SAMPLE FOR REVIEW ONLY
This Services and Purchase Agreement ('Agreement) is made and entered into as oI this
day oI , 2013 (the 'EIIective Date), by and between Wylink, Inc., a Texas
corporation, ('WYLINK), and the other person or entity who has executed this Agreement
('Client).
Recitals
A. WYLINK is in the business oI preparing and Iiling with the Federal Communications
Commission ('FCC), Form 601-FCC Application Ior Radio Service Authorization
('Application) Ior the purpose oI obtaining the use oI 'millimeter wave spectrum in the
71-76 GHz, 81-86 GHz and 92-95 GHz bands on a shared basis with Federal
Government operations. The FCC adopted a Ilexible and innovative regulatory
Iramework Ior the 71-95 GHz bands that would not require traditional Irequency
coordination among non-Federal Government users. Rights with regard to speciIic links
will be established based upon the date and time oI 'Link Registration.
B. WYLINK is also in the business oI providing telecommunication services to its
customers.
C. Under this Agreement, the Client is purchasing the Iollowing Irom WYLINK: (1)
Application services to obtain nationwide FCC Spectrum License to the 71-76 GHz, 81-
86 GHz and 92-95 GHz millimeter bands; (2) Link registration; (3) Link protection; (4)
equipment purchase Irom an aIIiliate oI WYLINK or Irom another vendor reIerred by
WYLINK; (5) SoItware license; (6) Equipment installation; (7) Equipment operation; (8)
Equipment maintenance; and (9) Equipment monitoring.
D. WYLINK desires to prepare and Iile one or more Applications Ior Client, provide certain
telecommunications equipment to Client.
E. WYLINK is a wholly owned subsidiary oI Wytec International, Inc., a developer and
owner oI patented millimeter wave technology and a proposed qualiIied vendor Ior
telecommunications operations in the 71-76, 81-86 and 92-95 GHz bands and other
proposed millimeter Irequency bands. WYLINK will include WyTec International, Inc.
along with at least two (2) other qualiIied vendors operating in the aIorementioned
millimeter bands as a qualiIied equipment supplier Ior Client.
F. Client desires to retain WYLINK to prepare and Iile one or more Applications on its
behalI, purchase certain telecommunications equipment Irom an aIIiliate oI WYLINK or
Irom another qualiIied vendor, and coordinate the installation, connection, operation, and
maintenance oI the equipment, the associated soItware, and the millimeter wave spectrum
link once authorization is granted by the FCC.
NOW, THEREFORE, in consideration oI the mutual covenants and conditions contained
in this Agreement, and Ior good and valuable consideration the receipt and suIIiciency oI which
are hereby acknowledged by the parties, WYLINK and Client agree as Iollows:
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Agreement
WYLINK will provide the Iollowing under this Agreement:
1. APPLICATION SERVICES.
WYLINK will utilize its expertise and experience to choose the appropriate FCC
approved 'Database Manager, to submit (on behalI oI Client) an application Ior the Millimeter
Wave 70-80-90 GHz Radio Service consisting oI a non-exclusive nationwide license, combined
with 'site-based links obtained through a link registration process (the 'Application Services).
The Application Services include the Iollowing services Ior the Client:
A. Submit on behalI oI, and in the name oI, Client applicant Form 601-FCC
Application(s) Ior Radio Service Authorization ('Application) Ior the purpose oI obtaining the
use oI the 'millimeter wave spectrum in the 71-76, 81-86 and 92-95 GHz bands Ior the GPS
coordinates listed and indicated in Schedule A oI this Agreement, once available GPS
coordinates are identiIied by the Database Manager and communicated to the Client.
B. Register 'protected link(s) (a 'Registered Link) utilizing the services oI
an FCC qualiIied database manager as that term is deIined by FCC Rule 101.1523(c) Ior
establishing a point to point connection between two microwave coordinates in the current
protected millimeter bands. Point to point links are Iirst reviewed via a master database Ior
potential interIerence and cleared Ior use upon declaring a 'noninterIerence status.
2. EQUIPMENT.
WYLINK agrees to provide Client at least three (3) qualiIied equipment vendor
choices, including Wytec International, Inc., capable oI operating in the 71-76, 81-86 and 92-95
GHz bands. WYLINK agrees to install (at its own expense) and provide Client the equipment
chosen by the Client (included in the services provided) necessary to complete a qualiIied
Registered Link under the FCC Registration rules Ior Irequency protection. WYLINK also
agrees to provide continued monitoring and management services utilizing soItware management
tools included with the equipment chosen by Client. At Client's request, WYLIAK will
provide the names of third party independent experts in millimeter wave spectrum to
assist Client in making a decision of equipment vendors. Client will then choose the
vendor and WYLINK will purchase the equipment in the Client`s name and turn over all
sales documents, receipts, and copies oI warranties to the Client.
3. INSTALLATION.
WYLINK agrees to transport and install (at its own expense) the equipment
owned by the Client) i n t he pr oI es si onal and r equi r ed manner necessary to complete
a qualiIied Registered Link under the FCC Registration rules Ior Irequency protection. The
Registered Link, once constructed and conIigured, will have a capacity oI at least one (1)
Gigabyte per Second ('Gbps), or approximately 1,000 Megabytes per Second ('Mbps) oI
transport capacity Ior broadband aggregate throughput.
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4. OPERATION.
WYLINK is responsible Ior making sure that the Client`s equipment and
Registered Link (s) are operating properly, in a manner that comports with FCC rules and that
is consistent with the purpose oI the equipment and Registered Link, which is data
transmission.
5. MONITORING AND MANAGEMENT.
WYLINK also agrees to provide monitoring and management services to ensure
proper and continuous operation oI the Client`s Registered Link and equipment utilizing
soItware management tools included with the equipment chosen by Client. Client expressly
acknowledges that the telecommunications equipment chosen by the Client under this
Agreement may or may not be proprietary to WyTec International, Inc., even iI it is supplied,
conIigured and installed by WyTec International, Inc.
6. FEES.
In consideration Ior the Application Services, equipment and soItware license Ior
each Registered Link, Client shall pay WYLINK, upon execution oI this Agreement, a one-time
all inclusive Iee (the 'Fee), with no additional charges, oI $ per Registered Link,
payable upon the execution oI this Agreement by Client. Upon receipt oI the Fee by certiIied
check or wire transIer or other immediately available Iunds ('good Iunds), WYLINK will
perIorm the Application Services described above in paragraphs 1A and 1B oI this Agreement.
The undersigned Client has read this Agreement and acknowledges that the execution oI the
Signature Page below shall constitute the undersigned`s subscription Ior () Registered
Link(s). No Application Services will be perIormed by WYLINK until it receives a copy oI this
Agreement executed by the Client and good Iunds.
7. ASSOCIATED SERVICES INCLUDING PURCHASES.
Upon receipt oI the Fee in good Iunds, WYLINK will perIorm the associated
services which include purchase oI the equipment and necessary soItware license Irom the
Client`s choice oI vendor. The equipment and soItware is purchased in the Client`s name with
prooI oI ownership such as sales receipts and copies oI warranties given to Client.
Client may then choose a vendor to: transport, install, operate, maintain, and
monitor the registered and protected link, equipment and software.
OR
WYLINK will transport, install, operate, maintain, and monitor the registered and
protected link, equipment, and soItware included in the Fee.
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8. NO GUARANTY.
There is no guaranty that either the Database Manager or the FCC will approve
any Application. Moreover, no assurance can be given that the FCC will grant the license Ior
which the Application was Iiled.
II the Application is not approved by either the Database Manager or the FCC in a
timely Iashion or iI FCC does not grant the license, WYLINK will apply Ior another FCC
registered and protected link Ior the Client in the Client`s name Ior another set oI operating
Irequencies in multiple Irequency bands including the 71-76, 81-86 and 92-95 GHz bands. II
approval is not granted by the FCC or Database Manager, or a license is not obtained on the
second attempt on the Client`s behalI, the Fee will be reIunded in Iull, less the Iirst application
Iee paid on behalI oI the Client to the FCC. This amount is $ 550. The Client will receive a Iull
reIund oI $minus $550.
9. POST-GRANT REGISTERED LINK REQUIREMENTS.
Client hereby acknowledges that Ior any protected Registered Links, Iederal rules
and regulations require the establishment oI a point to point connection site within the applicable
spectrum within twelve (12) months aIter the Registered Link is granted unless a waiver or other
extension oI the construction deadline is obtained. II Client Iails to comply with the Ioregoing
requirement and other applicable requirements, the FCC may revoke its Irequency protection
under FCC Rule 101.1523(c). WYLINK will indemniIy and hold Client harmless Irom any
liability, loss or damage incurred by Client under this section oI the Agreement iI it is directly
due to a deIault or breach oI this Agreement by WYLINK.
10. TERM AND TERMINATION.
The term oI this Agreement shall commence on the EIIective Date and shall
continue until terminated by mutual written agreement oI Client and WYLINK or upon a reIund
oI the Fee by WYLINK to Client.
11. CLIENT COOPERATION.
Client agrees to Irom time to time and as requested by WYLINK timely provide
to WYLINK complete and accurate inIormation to ensure that the Application is prepared and
processed accurately and as expeditiously as possible. WYLINK shall not be liable to Client Ior
any inaccuracies or incomplete inIormation on any Application that results Irom the Client`s
Iailure to provide WYLINK with complete and accurate inIormation.
12. ACKNOWLEDGEMENT OF BUSINESS RISKS - NO GUARANTY.
The Client acknowledges that the acquisition oI a Registered Link and purchase
oI related telecommunications equipment pursuant to this Agreement, as well as any lease
agreement with WYLINK and/or WYTEC Inc., poses signiIicant risks and challenges.
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Client will be responsible Ior the management oI the Registered Link, iI and when granted by the
FCC, including but not limited to selecting telecommunications equipment and leasing the
remaining available capacity that is not leased by WYLINK and/or WYTEC Inc. Client may not
be able to Iind customers Ior its available unleased Registered Link capacity, and demand Ior
such bandwidth may not materialize. Client and WYLINK may experience delays and
disruptions in obtaining telecommunications equipment Ior the Registered Link. Changes in
government regulations may impair the Client`s business. There is no assurance that the Client
will earn a proIit Irom its ownership oI the Registered Link. This aspect oI the national
telecommunications industry is in its early stages, and there is no assurance that it will be
proIitable.
13. VOLUNTARY REPURCHASE.
The parties agree that at a Iuture date WYLINK or one oI its aIIiliates may but
is not obligated to oIIer to repurchase Client`s Registered Link at such price and on such terms
and conditions as are mutually agreed upon in writing by the Client and WYLINK. In
addition, WYLINK shall have a right oI reIusal Ior any oIIer Irom a third party to purchase
Client`s Registered Link, equipment and service agreement. WYLINK must be given Iive (5)
business days to meet or better any oIIer presented to Client by any party. AIter that time
Client is Iree to consummate a sale with a third party.
14. FORCE MA1EURE.
Neither WYLINK nor Client shall be liable to the other Ior Iailure to perIorm its
obligations under this Agreement iI prevented Irom doing so because oI an Act oI God, strike,
Iire, terrorism, Ilood, war, civil disturbance, interIerence by civil or military authority or other
causes beyond the reasonable control oI the party. Upon the occurrence oI such an event the
party seeking to rely on this provision shall promptly give written notice to the other party oI the
nature and consequences oI the event.
15. NOTICES.
All notices and other communications under this Agreement must be in writing
and must be given by Iacsimile, email or Iirst class mail, certiIied with return receipt requested,
and will be deemed to have been duly given 24 hours aIter transmission oI a Iacsimile or email,
or three days aIter mailing, to the respective persons and entities named Iollowing this paragraph.
Either party may change its address, telephone number, Iacsimile number, email address, or
contact name by providing notice thereoI to the other party in the manner speciIied above.
If to WYLINK: WyLink, Inc.
19206 Huebner Road, Suite 202
San Antonio, Texas 78258
Attention: William H. Gray, ChieI Executive OIIicer
Telephone Number: (888) 284-4531
Facsimile Number: (210) 404-9022
Email Address: whgcci-us.com
If to Client: At the address and telephone number set Iorth below
Client`s signature.
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16. LIMITATION OF LIABILITY.
THE PARTIES AGREE THAT IT IS IMPOSSIBLE TO DETERMINE WITH
ANY REASONABLE ACCURACY THE AMOUNT OF DAMAGES TO CLIENT UPON THE
BREACH OF WYLINK`S OBLIGATIONS UNDER THIS AGREEMENT. THEREFORE,
THE PARTIES AGREE THAT CLIENT`S SOLE REMEDY FOR MATERIAL BREACH OF
WYLINK`S OBLIGATIONS UNDER THIS AGREEMENT, EXCEPT FOR DIRECT OUT-
OF-POCKET LOSSES OR COSTS INCURRED BY CLIENT AS A RESULT OF
WYLINK`S DELIVERY OF DEFECTIVE PRODUCTS OR SERVICES, WHETHER OR
NOT COVERED BY WYLINK`S INSURANCE POLICIES, WILL BE LIQUIDATED
DAMAGES IN THE AMOUNT OF THE SERVICE FEE PAID BY CLIENT TO WYLINK AS
SPECIFIED IN SECTION 2.1 OF THIS AGREEMENT PLUS TEN DOLLARS ($10.00).
CLIENT HEREBY WAIVES ALL OTHER CLAIMS FOR DAMAGES OF ANY KIND
AGAINST WYLINK, ITS MEMBERS, MANAGERS, SHAREHOLDERS, DIRECTORS,
OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, REPRESENTATIVES OR
AFFILIATES, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS FOR ANY LOSS OF
USE, INTERRUPTION OF BUSINESS OR ANY INDIRECT, SPECIAL, INCIDENTAL,
PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, WITHOUT
LIMITATION LOST PROFITS), REGARDLESS OF THE FORM OF ACTION WHETHER IN
CONTRACT, TORT, STRICT PRODUCT LIABILITY OR OTHERWISE (EXCEPT AS
OTHERWISE SPECIFIED IN THIS SECTION OF THE AGREEMENT). CLIENT AND
WYLINK AGREE THAT THE LIQUIDATED DAMAGES SET FORTH ABOVE ARE
REASONABLE AND NOT A PENALTY BASED ON THE FACTS AND CIRCUMSTANCES
OF THE PARTIES AT THE TIME OF ENTERING INTO THIS AGREEMENT WITH DUE
REGARD TO FUTURE EXPECTATIONS.
17. GOVERNING LAW.
This Agreement and any dispute arising Irom or in connection with this
Agreement shall be interpreted under and governed by Texas law, without regard to conIlict oI
laws principles.
18. 1URISDICTION AND VENUE.
The parties hereby consent to and waive any objection to the jurisdiction oI and
venue in the state and Iederal courts located in Bexar County, Texas related to any dispute
arising Irom or in connection with this Agreement.
19. WAIVER.
The Iailure oI either party to insist upon the perIormance oI any obligation or term
oI this Agreement or to exercise any right hereunder shall not constitute a waiver oI that
obligation or term. No waiver oI any right or obligation under this Agreement shall be eIIective
unless in writing and signed by both parties.
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20. INDEPENDENT CONTRACTOR.
This Agreement creates no relationship oI joint venture, partnership, limited
partnership, Iiduciary or agency between the parties and the parties hereby acknowledge that no
other Iacts or relations exist that would create any such relationship between them. The parties
are engaging in this Agreement as independent contractors with respect to each other.
21. SUCCESSORS AND ASSIGNS.
This Agreement shall inure to the beneIit oI and will be binding upon and
enIorceable by the parties and their respective heirs, representatives, successors and permitted
assigns.
22. ENTIRE AGREEMENT; AMENDMENT.
This Agreement and the schedules attached hereto constitute the entire
understanding and agreement between the parties with respect to the subject matter set Iorth in
this Agreement and supersedes any and all prior agreements, understandings, promises, conduct
and representations made concerning the subject matter oI this Agreement. This Agreement may
only be amended in writing, signed by each party to this Agreement.
23. COUNTERPARTS; ELECTRONIC SIGNATURES.
This Agreement may be executed in counterparts, each oI which taken together
shall constitute an original, single, binding agreement between the parties. Any signature oI a
party required by this Agreement may be transmitted to the other party via Iacsimile or other
electronic transmission and such Iacsimile or electronically transmitted signature shall be
deemed an original signature binding upon the signing party Ior all purposes.
24. ATTORNEYS` FEES AND COSTS.
In the event that either party must resort to legal action in order to enIorce the
provisions oI this Agreement or to deIend such action, the prevailing party will be entitled to
receive reimbursement Irom the non prevailing party Ior all reasonable attorneys' Iees and all
other costs incurred in commencing or deIending such action, or in enIorcing this Agreement,
including but not limited to post judgment costs.
25. SEVERABILITY.
II any term, provision, covenant or condition oI this Agreement is Iound to be
invalid, void, or unenIorceable by any court oI competent jurisdiction, the remaining provisions
hereoI will continue in Iull Iorce and eIIect and will in no way be aIIected, impaired or
invalidated.
26. SURVIVAL.
Sections 11 through 27 oI this Agreement will survive the expiration, termination
and cancellation oI this Agreement.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as oI
the date Iirst written above.
'WYLINK 'Client
WyLink, Inc.,
a Texas Corporation THIS DOCUMENT IS FOR REVIEW ONLY DO NOT SIGN
By: xxxxxxxxxxxxx
William H. Gray 3ULQWHG1DPH
Its: ChieI Executive OIIicer xxxx_______________________________
6LJQDWXUH
By:
Its:
Address
City, State, Zip
Telephone Number
Social Security #
Email Address
1he information provided to WYLIAK will
be used to complete your legally binding
application with the FCC. Any modification
to the Applicant Aame must be requested in
writing within 3 days from the Effective
Date of this Agreement and will be subject to
a $5. modification fee payable to
WYLIAK. Aame modification requests will
be evaluated and processed on a case-by-
case basis and will be granted if time permits
for complete application processing.
Requests for Spectrum or Registered Link
changes will not be granted. Updating of
applicant contact information must be done
in writing.
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SCHEDULE A
FCC SPECTRUM LICENSE APPLICATION ORDER FORM
71-76 GHz, 81-86 GHz and 92-95 GHz Millimeter Bands
Links:
Market Link Coordinates Subscribed
Your Coordinates to be
Submitted and Registered are: Pending FCC Approval
_________________________
You will be notiIied immediately as soon as your Coordinates are identiIied. You will receive
an exact written copy oI what those coordinates are. You will be notiIied as soon as the status oI
your FCC application is made available to WYLINK.
Potential Additional Available Link Coordinates:
WYLINK and the Database Manager may in the Iuture identiIy additional markets and GPS
coordinates that become available under this Agreement, in which case WYLINK and Client will
supplement this Schedule. Client may in its discretion select its link coordinates Irom those
made available to it on this Schedule A, as it may be supplemented.
Data Base Manager will identiIy,
coordinate, and submit application Ior
links aIter Receipt and acknowledgement
oI 'Good Funds by WyLink.