BILLING SERVICES AND LICENSE AGREEMENT

BILLING SERVICES AND LICENSE AGREEMENT

CONTENTS

BILLING SERVICES AND LICENSE AGREEMENT

     BILLING SERVICES AND LICENSE AGREEMENT (this “Agreement”) dated as of the Effective Date defined below, between VeriSign, Inc., (“VeriSign”), a Delaware corporation, and Rural Cellular Corporation, a Minnesota corporation (“Customer” or “RCC”).

     WHEREAS, Customer and VeriSign are the current parties in interest to a License Agreement dated February 12, 1999 by and between VeriSign and RCC Holdings, permitted assigns, as such License Agreement was previously amended (the “1999 Agreement”); and

     WHEREAS, Customer desires to obtain from VeriSign certain billing and support services and a limited nonexclusive license to use VeriSign’s Billing & OSS system and customer relationship management software *** (the “Licensed Software”) as described below; and

     WHEREAS, VeriSign desires to license the Licensed Software to Customer and provide such billing and support services upon the terms and conditions set forth in this Agreement;

     NOW, THEREFORE, in consideration of the above declarations and the covenants and conditions set forth in this Agreement, the parties agree as follows:

SECTION 1. GRANT

     In consideration of the payments described in Section 8, Exhibit A and elsewhere in this Agreement, VeriSign agrees to provide the services described in this Agreement (the “Services”) and also hereby grants to Customer a nontransferable *** nonexclusive license to use the Licensed Software during the Term of this Agreement.

     A.  Subscription

     As used in this Agreement, “Active Subscription” means ***

     For purposes of this definition, the following additional definitions shall apply:

     “Active” means the subscription is getting services from the network and the billing system.

     “Disconnected” means a subscription is completely de-provisioned from the network, and is not active in the system.

     “Suspended” means the subscription might be temporarily blocked on some of the network activities, but has not been Disconnected; ***

     B. ***

     ***

(i) ***

(ii) ***

(iii) ***

(iv) ***

SECTION 2. ***

     ***

SECTION 3. TERM

     The Term of this Agreement will commence on the date on which this Agreement is executed by both parties (the “Effective Date”) and will continue for five (5) years *** (the “Term”).

     A.  Implementation Period

     The implementation period (the “Implementation Period”) shall commence on the Effective Date and expire on ***

     B. ***

     ***

     C. ***

     ***

     D. ***

     ***

(i) ***

(ii) ***

(iii) ***

(iv) ***

(v) ***

SECTION 4. INTELLECTUAL PROPERTY; LIMITATIONS ON USE

     A. Customer acknowledges and agrees that VeriSign retains all rights and title (including any patent, copyright, trademark and other rights) in and to the Licensed Software, including without limitation all modifications, enhancements, configurations, upgrades, and Customizations (as defined below) to the Licensed Software.

     B. For each of the Licensed Software utilized by Customer for which Customer does not elect to have VeriSign provide Hardware and Software Hosting Services, the following provisions of this Section 4.B shall apply. Customer shall use the Licensed Software only on central processing units provided or designated by VeriSign (each a “Designated CPU”). In the event a Designated CPU fails, Customer may use the Licensed Software on another central processing unit at the same location upon notification to VeriSign. Customer may make one backup copy of the Licensed Software only for its own backup purposes, which copy must display the copyright notice and information relating to the proprietary rights as they appear in the Licensed Software. Customer shall not sublicense, decompile, disassemble, or reverse engineer any portion of the Licensed Software. Customer shall not make any modifications or additions to the Licensed Software or derivative works of the Licensed Software without the prior written consent of VeriSign. Customer shall not allow the Licensed Software to be used for time-sharing or service bureau, or any similar purpose. Except as otherwise expressly permitted herein, Customer will not make available any copy of the Licensed Software, in whole or in part, whether modified or not, to any other individual or entity.

     C. ***

SECTION 5. CONFIDENTIALITY

     Both parties acknowledge that they may receive Confidential Information of the other party, including, but not limited to, the other’s proprietary or business information, the other’s trade secrets, the Licensed Software, Customer’s subscriber information, and other vital data on the Customer’s business. Customer and VeriSign will use efforts not less than the efforts and means that it uses to protect its own confidential and proprietary information of a similar nature, but in any event not less than reasonable care, to prevent the disclosure of such information to any third party and to protect the confidentiality of Confidential Information. As used in this Agreement, “Confidential Information” means (a) any written information received from the other party which is marked or identified as confidential and including but not limited to, that which relates to the number of subscribers of Customer, or the terms and provisions of this Agreement, including, without limitation, the pricing terms set forth in or related to this Agreement; and (b) any non-written information received from the other party which is verbally identified as confidential and proprietary; and (c) any information which should reasonably be deemed confidential based upon the nature of the information and the circumstances surrounding its disclosure, whether or not identified as such in writing or otherwise. For purposes of example only, information covered by the preceding clause (c) would include, without limitation, personally identifiable information of Customer’s subscribers, customer proprietary network information or CPNI (as defined by FCC rules and regulations) of Customer’s subscribers, Customer’s business and operation roadmaps and strategies and Customer’s billing system

configuration. Customer and VeriSign will use Confidential Information received from the other party only to perform their respective obligations under this Agreement. Notwithstanding the foregoing, the provisions of this Section 5 will not prevent either Customer or VeriSign from disclosing its own Confidential Information or from disclosing Confidential Information of the other party hereto which is (a) already known by the recipient party without an obligation of confidentiality; (b) publicly known or becomes publicly known through no unauthorized act of the recipient party; (c) rightfully received from a third party that is not subject to any legally binding restrictions on disclosure or (d) required to be disclosed pursuant to a requirement of a governmental agency or law or pursuant to a subpoena or other legal process; provided that the disclosing party immediately provides the other party with notice (if permitted) of such requirement prior to any such disclosure in order to permit such other party, at its expense, to seek an appropriate protection order or other similar remedy. This provision shall survive the termination or expiration of this Agreement.

SECTION 6. WARRANTIES

     A. VeriSign represents and warrants that (i) it has the corporate power and authority *** necessary to grant this License to Customer and provide the services set forth in this Agreement; and (ii) at the time of delivery, the Licensed Software will be free from material errors. The warranties set forth above are inapplicable to and exclude any defect, damage or malfunction resulting from (i) misuse, negligence or unauthorized repair by Customer or its agents or (ii) failure by Customer to follow installation, operating or repair manuals and instructions provided to Customer by VeriSign. Customer’s sole and exclusive remedy for warranty claims shall be correction or re-performance of the services within forty five days, or if VeriSign is unable to correct or re-perform, termination pursuant to Section 16 and the ability to seek recovery of damages hereunder. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT.

     B. ***

SECTION 7. IMPLEMENTATION AND TRAINING

     A.  Implementation

     Following execution of this Agreement, VeriSign shall provide implementation and migration services as set forth in Exhibit E attached hereto (the “Implementation Services”). ***

     B.  Training

     VeriSign shall provide the training as described below (“Training”). As part of initial installation, VeriSign shall provide Customer initial training in the operation and use of the Licensed Software at the Customer’s offices or other mutually agreed upon location. VeriSign shall provide training materials, including workbooks with multimedia CD’s (such CDs only for

VBOSS), and VeriSign’s training preparation shall be performed*** Training shall consist of the following:

Orientation
Customer Care
Point of Sale
Inventory
Airtime and Roaming
System Administration
Security and Permissions
Collections
Payments and Adjustments
Interpreting Reports

     C.  Additional Training

     Upon reasonable notice, any additional training (including training associated with upgrades, customizations, and the addition of new markets) requested by Customer *** Web based training ***

     D.  Out-of-Pocket Expenses

     Customer shall reimburse VeriSign for out of pocket expenses incurred by actual training personnel, such as travel, meals and lodging incurred by actual training personnel of VeriSign in connection with any initial, follow-up or additional training provided to Customer, provided such expenses have been approved by Customer in advance.

      SECTION 8. FEES

     In consideration for the Licensed Software and the maintenance and other services provided by VeriSign hereunder, Customer shall pay VeriSign the following fees:

     A.  Implementation Period ***

     During the Implementation Period *** RCC shall pay *** License Fee, Implementation Fee, Hardware/Software Fees ***

      License Fee . The License Fee shall be due and payable ***

      Implementation Fee . ***

     ***

      Hardware/Software Fee . ***

     ***

     B.  VBOSS Solution *** Fees

      ***

     C.  *** Fees

      ***

     D.  Payment Terms

     Payment terms shall be net thirty (30) from date of invoice for all fees and charges. Interest may be charged by VeriSign for overdue fees and charges at the rate of one and one-half percent (1.5%) per month or the maximum amount allowed by law, whichever is less, commencing with the date payment was due.

     E.  Test Server Fees

     ***

     F. ***

     ***

     G.  Taxes

     All fees payable under this Agreement are exclusive of tax. Customer shall pay any tax, including sales, use, value-added, goods and services, or similar taxes imposed as a result of the provision of the Services or Licensed Software pursuant to this Agreement. Customer shall pay any tax, including sales, use, value-added, goods and services, or similar taxes imposed on Hardware/Software Fees, or on the sale of goods, in excess of any such taxes already paid by VeriSign on such Hardware, Software, or goods. If Customer claims exemption from taxation, it shall submit an exemption certificate to V