SPRINT TRADEMARK AGREEMENT

 

 

                                                                    EXHIBIT 10.6

 

                                SPRINT TRADEMARK

                                AND SERVICE MARK

                                LICENSE AGREEMENT

 

                                     BETWEEN

 

                       SPRINT COMMUNICATIONS COMPANY, L.P.

 

                                       AND

 

                               SHENANDOAH PERSONAL

                             COMMUNICATIONS COMPANY

 

                          DATED AS OF NOVEMBER 5, 1999

 

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                                                                    EXHIBIT 10.6

 

                              SPRINT TRADEMARK AND

                         SERVICE MARK LICENSE AGREEMENT

 

      THIS AGREEMENT is made as of the 5th day of November, 1999 by and between

Sprint Communications Company, L.P., a limited partnership organized under the

laws of the State of Delaware, as licensor ("Licensor"), and Shenandoah Personal

Communications 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

"Sprint", together with related "Diamond" logo, "Sprint PCS", "Sprint Personal

Communications Services" 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.

 

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                                    ARTICLE 2

                         QUALITY STANDARDS, MAINTENANCE

 

      Section 2.1 Maintenance of Quality.

 

      (c)   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.

 

      (d)   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 Affiliation

            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.

 

      (e)   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

 

                  Sprint Proprietary Information -- RESTRICTED

 

 

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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: "SPRINT", the "DIAMOND" logo and "Sprint PCS", "Sprint Personal

Communications Services" are trademarks and/or service marks of Sprint

Communications Company, 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.

 

                  Sprint Proprietary Information -- RESTRICTED

 

 

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      (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 3, 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

 

                  Sprint Proprietary Information -- RESTRICTED

 

 

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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 will

            not restrict or interfere in any material respect with the exercise

            by Licensee of the rights granted to Licensee hereunder.

 

                  Sprint Proprietary Information -- RESTRICTED

 

 

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      (b)   There is no claim, action, proceeding or other litigation pending

            or, to the knowledge of Licensor, threatened with respect to

            Licensor's ownership of the Licensed Marks or which, if adversely

            determined, would restrict or otherwise interfere in any material

            respect with the exercise by Licensee of the rights purported to be

            granted to Licensee hereunder.

 

      Except as expressly provided above in this Section 5.1, Licensor makes no

representation or warranty of any kind or nature whether express or implied with

respect to the Licensed Marks (including freedom from third party infringement

of the Licensed Marks).

 

      The representations and warranties provided for in this Section 5.1 shall

survive the execution and delivery of this agreement.

 

      Section 5.2 Other Licensees. In the event Licensor grants to any third

party any licenses or rights with respect to the Licensed Marks, Licensor shall

not, in connection with the grant of any such license or rights, take any

actions, or suffer any omission that would adversely affect the existence or

validity of the Licensed Marks or conflict with the rights granted to Licensee

hereunder.

 

      Section 5.3 Abandonment. Licensor covenants and agrees that, during the

term of this agreement, it will not abandon the Licensed Marks.

 

                                    ARTICLE 6

                 REPRESENTATIONS AND WARRANTIES OF BOTH PARTIES

 

      Section 6.1 Representations and Warranties. Each party hereby represents

and warrants to the other party as follows:

 

      (a)   Due Incorporation or For