Trademark & Service Mark License Agreement

SPRINT SPECTRUM

TRADEMARK AND SERVICE MARK

LICENSE AGREEMENT





SPRINT SPECTRUM L.P.





ALAMOSA PCS, LLC



December 23, 1999













SPRINT SPECTRUM TRADEMARK AND

SERVICE MARK LICENSE AGREEMENT



THIS AGREEMENT is made as of the 23rd day of December, 1999, by and between Sprint Spectrum L.P., a limited partnership organized under the laws of the State of Delaware, as licensor ("Licensor"), and Alamosa PCS, LLC, a Delaware limited liability company, as licensee ("Licensee"). THE DEFINITIONS FOR THIS AGREEMENT ARE SET FORTH ON THE "SCHEDULE OF DEFINITIONS".



RECITALS:



WHEREAS, Licensor is the owner of the U.S. trademarks and service marks "THE CLEAR ALTERNATIVE TO CELLULAR" and "EXPERIENCE THE CLEAR ALTERNATIVE TO CELLULAR TODAY" and such other marks as may be adopted and established from time to time and the goodwill of the business symbolized thereby; and



WHEREAS, Licensee desires to use the trademarks and service marks in commerce;



NOW, THEREFORE, the parties, in consideration of the mutual agreements herein contained and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, do hereby agree as follows:



ARTICLE 1

GRANT OF TRADEMARK AND SERVICE MARK RIGHTS; EXCLUSIVITY



Section 1.1. License.



(a) Grant of License. Subject to the terms and conditions hereof,

Licensor hereby grants to Licensee, and Licensee hereby

accepts from Licensor, for the term of this agreement, a

non-transferable, royalty-free license to use the Licensed

Marks solely for and in connection with the marketing,

promotion, advertisement, distribution, lease or sale of

Sprint PCS Products and Services and Premium and Promotional

Items in the Service Area.



(b) Related Equipment. The rights granted hereunder to Licensee

shall not include the right to manufacture equipment under the

Licensed Marks. However, subject to the terms and conditions

hereof, Licensor hereby grants to Licensee, and Licensee

hereby accepts from Licensor, for the term of this agreement,

a non-transferable, royalty-free license to market, promote,

advertise, distribute and resell and lease Related Equipment

in connection with the marketing, promotion, advertisement,

distribution, lease or sale by Licensee of Sprint PCS Products

and Services, and to furnish services relating to such Related

Equipment (including installation, repair and maintenance of

Related Equipment), under the Licensed Marks.













ARTICLE 2

QUALITY STANDARDS, MAINTENANCE



Section 2.1. Maintenance of Quality.



(a) Adherence to Quality Standards. In the course of marketing,

promoting, advertising, distributing, leasing and selling

Sprint PCS Products and Services and Premium and Promotional

Items under the Licensed Marks, Licensee shall maintain and

adhere to standards of quality and specifications that conform

to or exceed those quality standards and technical and

operational specifications adopted and/or amended in the

manner provided below ("Quality Standards") and those imposed

by Law. Such Quality Standards are designed to ensure that the

quality of the Sprint PCS Products and Services and Premium

and Promotional Items marketed, promoted, advertised,

distributed, leased and sold under the Licensed Marks are

consistent with the high reputation of the Licensed Marks and

are in conformity with applicable Laws.



(b) Establishment of Quality Standards. The parties acknowledge

that the initial Quality Standards for the Sprint PCS Products

and Services and Premium and Promotional Items are attached to

the Management Agreement as Exhibits 4.1, 4.2, 4.3. 7.2. and

8.1. The Quality Standards shall (i) be consistent with the

reputation for quality associated with the Licensed Marks and

(ii) be commensurate with a high level of quality (taking into

account Licensee's fundamental underlying technology and

standards), consistent with the level of quality being offered

in the market for products and services of the same kind as

the Sprint PCS Products and Services.



(c) Changes in Quality Standards. In the event that Licensor

wishes to change the Quality Standards, it will notify

Licensee in writing of such proposed amendments, and will

afford Licensee a reasonable time period in which to adopt

such changes as may be required in order for Licensee to

conform to the amended Quality Standards.



Section 2.2. Rights of Inspection. In order to ensure that the Quality Standards are maintained, Licensor and its authorized agents and representatives shall have the right, but not the obligation, with prior notice to Licensee, to enter upon the premises of any office or facility operated by or for Licensee with respect to Sprint PCS Products and Services and Premium and Promotional Items at all reasonable times, to inspect, monitor and test in a reasonable manner facilities and equipment used to furnish Sprint PCS Products and Services and Premium and Promotional Items and, with prior written notice to Licensee, to inspect the books and records of Licensee in a manner that does not unreasonably interfere with the business and affairs of Licensee, all as they relate to the compliance with the Quality Standards maintained hereunder.



Section 2.3. Marking; Compliance with Trademark Laws. Licensee shall cause the appropriate designation "(TM)" or "(sm)" or the registration symbol "(R)" to be placed adjacent to the Licensed Marks in connection with the use thereof and to indicate such additional information as Licensor shall reasonably specify from time to time concerning the license rights under which Licensee uses the Licensed Marks. Licensee shall place the following notice on all printed or electronic materials on which the Licensed Marks appear: "THE CLEAR ALTERNATIVE TO CELLULAR", "EXPERIENCE THE CLEAR ALTERNATIVE TO CELLULAR TODAY", and such other marks as may be adopted and established from time to time, are











trademarks and/or service marks of Sprint Spectrum L.P., "used under license" or such other notice as Licensor may specify from time to time.



Section 2.4. Other Use Restrictions. Licensee shall not use the Licensed Marks in any manner that would reflect adversely on the image of quality symbolized by the Licensed Marks.



ARTICLE 3

CONFIDENTIAL INFORMATION



Section 3.1. Maintenance of Confidentiality. Each of Licensor and Licensee and their respective Controlled Related Parties (each a "Restricted Party") shall cause their respective officers and directors (in their capacity as such) to, and shall take all reasonable measures to cause their respective employees, attorneys, accountants, consultants and other agents and advisors (collectively, and together with their respective officers and directors, "Agents") to, keep secret and maintain in confidence the terms of this agreement and all confidential and proprietary information and data of the other party or its Related Parties disclosed to it (in each case, a "Receiving Party") in connection with the performance of its obligations under this agreement (the "Confidential Information") and shall not, and shall cause their respective officers and directors not to, and shall take all reasonable measures to cause their respective other Agents not to, disclose Confidential Information to any Person other than the parties, their Controlled Related Parties and their respective Agents that need to know such Confidential Information. Each party further agrees that it shall not use the Confidential Information for any purpose other than determining and performing its obligations and exercising its rights under this agreement. Each party shall take all reasonable measures necessary to prevent any unauthorized disclosure of the Confidential Information by any of their respective Controlled Related Parties or any of their respective Agents. The measures taken by a Restricted Party to protect Confidential Information shall be not deemed unreasonable if the measures taken are at least as strong as the measures taken by the disclosing party to protect such Confidential Information.



Section 3.2. Permitted Disclosures. Nothing herein shall prevent any Restricted Party or its Agents from using, disclosing, or authorizing the disclosure of Confidential Information it receives and which:



(i) has been published or is in the public domain, or which

subsequently comes into the public domain, through no fault of

the receiving party;



(ii) prior to receipt hereunder was property within the legitimate

possession of the Receiving Party or, subsequent to receipt

hereunder is lawfully received from a third party having

rights therein without restriction of the third party's right

to disseminate the Confidential Information and without notice

of any restriction against its further disclosure.



(iii) is independently developed by the Receiving Party through

Persons who have not had, either directly or indirectly,

access to or knowledge of such Confidential Information;



(iv) is disclosed to a third party with the written approval of the

party originally disclosing such information, provided that

such Confidential Information shall cease to be confidential

and proprietary information covered by this agreement only to

the extent of the disclosure so consented to;













(v) subject to the Receiving Party's compliance with Section 3.4

below, is required to be produced under order of a court of

competent jurisdiction or other similar requirements of a

governmental agency, provided that such Confidential

Information to the extent covered by a protective order or its

equivalent shall otherwise continue to be Confidential

Information required to be held confidential for purpose of

this agreement; or



(vi) subject to the Receiving Party's compliance with Section 3.4

below, is required to be disclosed by applicable Law or a

stock exchange or association on which such Receiving Party's

securities (or those of its Related Party) are listed.



Section 3.3. Financial Institutions. Notwithstanding this Article, any party may provide Confidential Information to any financial institution in connection with borrowings from such financial institution by such party or any of its Controlled Related Parties, so long as prior to any such disclosure such financial institution executes a confidentiality agreement that provides protection substantially equivalent to the protection provided the parties in this Article 3.



Section 3.4. Procedures. In the event that any Receiving Party (i) must disclose Confidential Information in order to comply with applicable Law or the requirements of a stock exchange or association on which such Receiving Party's securities or those of its Related Parties are listed or (ii) becomes legally compelled (by oral questions, interrogatories, requests for information or documents, subpoenas, civil investigative demand or otherwise) to disclose any Confidential Information, the Receiving Party shall provide the disclosing party with prompt written notice so that in the case of clause (i), the disclosing party can work with the Receiving Party to limit the disclosure to the greatest extent possible consistent with legal obligations or in the case of clause (ii), the disclosing party may seek a protective order or other appropriate remedy or waive compliance with the provisions of this agreement. In the case of a clause (ii), (A) if the disclosing party is unable to obtain a protective order or other appropriate remedy, or if the disclosing party so directs, the Receiving Party shall, and shall cause its employees to, exercise all commercially reasonable efforts to obtain a protective order or other appropriate remedy at the disclosing party's reasonable expense, and (B) failing the entry of a protective order or other appropriate remedy or receipt of a waiver hereunder, the Receiving Party shall furnish only that portion of the Confidential Information which it is advised by opinion of its counsel is legally required to be furnished and shall exercise all commercially reasonable efforts to obtain reliable assurance that confidential treatment shall be accorded such Confidential Information, it being understood that such reasonable efforts shall be at the cost and expense of the disclosing party whose Confidential Information has been sought.



Section 3.5. Survival. The obligations under this Article 3 shall survive, as to any party, until two (2) years following the date of termination of this agreement, and, as to any Controlled Related Party of a party, until two (2) years following the earlier to occur of (A) the date that such Person is no longer a Controlled Related Party of a party, or (B) the date of the termination of this agreement; provided that such obligations shall continue indefinitely with respect to any trade secret or similar information which is proprietary to a party or its Controlled Related Parties and provides such party or its Controlled Related Parties with an advantage over its competitors.









ARTICLE 4

REPRESENTATIONS, WARRANTIES AND COVENANTS OF LICENSEE





Section 4.1. Licensor's Ownership. Licensee acknowledges Licensor's exclusive right, title and interest in and to the Licensed Marks and acknowledges that nothing herein shall be construed to accord to Licensee any rights in the Service Area in the Licensed Marks except as expressly provided, herein. Licensee acknowledges that its use in the Service Area of the Licensed Marks shall not create in Licensee any right, title or interest in the Service Area in the Licensed Marks and that all use in the Service Area of the Licensed Marks and the goodwill symbolized by and connected with such use of the Licensed Marks will inure solely to the benefit of the Licensor.



Section 4.2. No Challenge by Licensee. Licensee covenants that (i) Licensee will not at any time challenge Licensor's rights, title or interest in the Licensed Marks (other than to assert the specific rights granted to Licensee under this agreement), (ii) Licensee will not do or cause to be done or omit to do anything, the doing, causing or omitting of which would contest or in any way impair or tend to impair the rights of Licensor in the Licensed Marks, and (iii) Licensee will not represent to any third party that Licensee has any ownership or rights in the Service Area with respect to the Licensed Marks other than the specific rights conferred by this agreement.



ARTICLE 5

REPRESENTATIONS, WARRANTIES AND COVENANTS OF LICENSOR



Section 5.1. Title to the Licensed Marks. Licensor represents and warrants that:



(a) Licensor has good title to the Licensed Marks and has the

right to grant the licenses provided for hereunder in

accordance with the terms and conditions hereof, free of any

liabilities, charges, liens, pledges, mortgages, restrictions,

adverse claims, security interests, rights of others, and

encumbrances of any kind (collectively, "Encumbrances"), other

than Encumbrances which wil ...