“The Association that Gives Something Back”

Broadband Wireless Alliance, Inc. Membership Agreement

This Membership Agreement ("Agreement") is entered into effective as of the date of the last signature below by and between Broadband Wireless Alliance ("BWA"), an Arizona nonprofit mutual benefit corporation, and the company identified on the signature page of this Agreement as "Member."

BACKGROUND

BWA is a nonprofit corporation that has been formed to support all manufacturers, vendors, distributors, resellers, operators and end users with an interest in building and promoting wireless networks.  The Broadband Wireless Alliance shall research, create and publish information on broadband wireless technology, network management, business planning and related topics; provide instruction on designing broadband wireless networks; conduct seminars, training sessions and other information events; and encourage its members in research efforts and their pursuit of recognition by other broadband wireless organizations.  Member wishes to become a member of BWA and to participate in BWA activities.

AGREEMENT

In consideration of the admission of Member to BWA, Member hereby agrees as follows:

1. Articles of Incorporation, Bylaws, Guidelines and Policies. Member agrees to comply with the BWA Articles of Incorporation, Bylaws, guidelines and policies as in effect from time to time, including any rules or directives adopted by the BWA board of directors in connection therewith (the "BWA Documents"), including those listed on Exhibit A. Member acknowledges that it has received and read copies of the documents listed on Exhibit A and that it understands the contents of those documents. Member understands that these documents may be revised from time to time and new policies may be added. BWA will post all such changes on its web site. Member agrees that it will periodically review the portion of the BWA web site containing these documents to determine whether these documents have been supplemented or revised. If Member is dissatisfied with any changes, it may protest them. If BWA declines to address or respond to Member's objections, Member's sole and exclusive remedy is to resign its membership and to forfeit its remaining membership fees for the year.
   
2. Membership Dues and Other Fees and Assessments. Member agrees to pay such membership dues and any other fees or assessments that BWA may impose on its members from time to time when and as due ("Fees"). Member understands that BWA reserves the right to impose a late charge for unpaid Fees in an amount that is consistent with standard commercial practice. Member agrees to pay such charges if assessed.
   
3. Confidentiality. Member agrees that it will not disclose to BWA or its individual members nonpublic information of any kind and agrees that BWA has no obligation to maintain as confidential any information that Member may disclose to BWA or to other members from time to time except as provided in this Section 3. Member may disclose confidential technical information to BWA in connection with the certification testing process if BWA and Member have executed a written nondisclosure agreement protecting the confidentiality of such information. Member may also disclose confidential information to BWA in exceptional instances if it seeks and obtains consent from the BWA board of directors to do so and the parties execute a separate limited nondisclosure agreement solely with respect to such disclosure.
   
4. Intellectual Property Rights. Unless BWA and Member expressly agree otherwise in writing, all materials that Member provides to BWA are provided with a fully-paid nonexclusive license to BWA to use such materials, including the intellectual property rights contained in or expressed by such materials, for any purpose that is consistent with the organization's purpose as stated in its Articles of Incorporation and Bylaws from time to time. By delivery of such materials to BWA, Member represents and warrants that it has the authority to grant such license. Any new intellectual property rights that BWA develops through its activities, whether alone, through an agent, or through the activities of Member participating in BWA-related or sponsored activities, with or without the use of any Member-provided materials, will be owned exclusively by BWA. To the extent that such ownership is not created by operation of law at the time of its creation, Member hereby irrevocably assigns and transfers to BWA all of its right, title, and interest in and to such intellectual property rights. BWA agrees that it will make available for license at no cost or on commercially reasonable terms on a non-discriminatory basis all intellectual property rights in technology that it may acquire from time to time.
   
5. Press Releases. Member agrees that BWA or any BWA member may indicate in its press release and other public announcements that Member is a member of and participates in BWA, provided that any such reference shall be accurate and Member shall not be portrayed in a manner that criticizes Member or places it in a negative light. Likewise, Member agrees that its use of the name of BWA or any of its members shall comply with the foregoing restrictions. BWA shall have a limited, non-exclusive, fully paid license to use Member's name and any logo that Member provides to BWA to identify Member as a BWA member in its press releases and public announcements.
   
6. Term. This Agreement shall commence with its execution by BWA and Member and shall continue until BWA or Member terminates Member's membership as provided herein. Member may terminate this Agreement concurrently with the termination of its membership by providing BWA with written notice of such termination. BWA may terminate this Agreement concurrently with the termination by BWA of Member's membership for the reasons and pursuant to the procedure established from time to time in the BWA Documents. All Fees paid by Member prior to termination are nonrefundable.
   
7. Transfer of Membership. Member's membership and this Agreement are personal to Member and are not transferable without the prior written consent of BWA, which BWA may withhold in its sole discretion. Notwithstanding the foregoing, BWA may establish policies and/or procedures for the transfer of memberships to corporate affiliates and transfers in connection with a merger or acquisition. If BWA establishes such policies, Member shall comply with them.
   
8. Indemnity. Member agrees to defend and indemnify BWA and its officers, directors, employees, agents, and members (each an "Indemnified Party") and hold them harmless from and against any and all damages, judgments, costs, claims and liabilities that an Indemnified Party may sustain as a result of the breach by Member of the provisions of this Agreement, its failure to comply with the BWA Documents, or its violation of any law, regulation, rule, ordinance, or judicial or administrative order while participating in BWA-sponsored or -related activities.
   
9. Miscellaneous. This Agreement and the documents referenced herein constitute the entire agreement between the parties. This Agreement may be modified or amended only by a subsequent writing signed by the authorized representative of each party. BWA may modify the BWA Documents at any time without notice, subject only to any limitations imposed by law. No delay or omission by either party in exercising any right under this Agreement will operate as a waiver of that or any other right. All waivers by either party hereto must be contained in a written instrument signed by the party to be charged. A waiver or consent given by either party on any one occasion is effective only in that instance and will not be construed as a bar to or waiver of any right on any other occasion. In any dispute hereunder, the prevailing party shall be entitled to recover its reasonable attorney's fees, costs and other expenses. All notices shall be deemed given on the day they are (i) deposited in the U.S. mails, postage prepaid, certified or registered, return receipt requested, or (ii) sent by overnight courier, charges prepaid, with a confirming facsimile, to the addresses shown below the signature line of this Agreement. This Agreement is governed by and will be construed in accordance with the laws of the State of Arizona as applied to contracts entered into and wholly performed therein by residents thereof, and the state and federal courts of Arizona shall be the exclusive forum. This Agreement is entered into for the benefit of Member and BWA and not for the benefit of any third party. Similarly, Member agrees that it will not assert rights under any agreement between BWA and any other member unless such agreement provides by its express terms that Member is an intended beneficiary of that agreement. 

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement to be effective as of the date of the last signature below.

EXHIBIT A

BWA Documentation

1. Mission Statement
2. Articles of Incorporation
3. Bylaws
4. Membership Application