Sample Business Contracts

Strategic Agreement - SPEEDUS.COM Inc. and NEXTLINK Communications Inc.

Services Forms

                                                                  EXECUTION COPY

                               STRATEGIC AGREEMENT
                                  NEXTLINK AND

     This Strategic Agreement (the "Agreement") is by and between SPEEDUS.COM,
     INC., a Delaware corporation, ("SPEEDUS") and NEXTLINK Communications,
     Inc., a Delaware corporation ("NEXTLINK") and is dated as of June 13, 1999.

WHEREAS, NEXTLINK owns and operates telecommunications facilities and is in the
business of providing transport services;

WHEREAS, NEXTLINK wishes to provide transport services, collocation facilities
and other support to SPEEDUS pursuant to certain terms and conditions set forth
in this Agreement; and

WHEREAS, SPEEDUS wishes to have NEXTLINK provide such services and facilities;

NOW, THEREFORE, in consideration of the mutual promises and covenants herein
contained, the Parties hereby mutually agree as follows:

     1. NEXTLINK as Provider of Collocation Facilities to SPEEDUS

     Pursuant to a Collocation Agreement to be entered into between SPEEDUS and
NEXTLINK, in all markets where (i) SPEEDUS currently or in the future offers
communications services utilizing FCC licenses currently held by SPEEDUS, as the
same may be expanded in geographic scope from time to time, and (ii) NEXTLINK's
premises are existing and available to support SPEEDUS's collocation
requirements; NEXTLINK will make available premises for SPEEDUS's collocation
purposes. Collocation premises provided by NEXTLINK will be priced at NEXTLINK's
lowest then-current rates at the time the request for collocation is made.

     2. NEXTLINK as Provider of Transport Services to SPEEDUS

     Pursuant to a separate NEXTLINK Master Services Agreement ("MSA") to be
entered into between SPEEDUS and NEXTLINK, in all markets where SPEEDUS
currently or in the future offers communications services utilizing FCC licenses
currently held by SPEEDUS, as the same may be expanded in geographic scope from
time to time, and where NEXTLINK has the capability to provide intra-city
transport services and can meet or exceed SPEEDUS's service requirements (which
will be set forth in the MSA), NEXTLINK will provide to SPEEDUS intra-city
transport capacity. NEXTLINK services will be priced at the lowest prices then
offered to similarly situated intra-city transport customers of NEXTLINK.
SPEEDUS's obligations under


the MSA will be subject to its obligations under contracts existing on the date
hereof, and the MSA will not require SPEEDUS to utilize NEXTLINK services where
SPEEDUS currently has access to such capacity at lower cost.

     3. Cooperative Purchasing

     The parties acknowledge that some of the equipment needed by SPEEDUS to
implement its business plan may be available from vendors with whom NEXTLINK
acquires the same or similar equipment. NEXTLINK will use commercially
reasonable efforts to allow SPEEDUS to submit purchase orders for equipment from
the parties' common vendors pursuant to terms made available by such vendors to
NEXTLINK, provided that SPEEDUS will be solely responsible for complying with
the terms of sale established by such vendors, and NEXTLINK may terminate this
obligation with respect to one or more vendors if, in its discretion, it
determines that its relationship with such vendors is or may be adversely
affected by this cooperative purchasing arrangement.

     4. Access to NEXTLAB

     Pursuant to a services agreement to be entered into between NEXTLINK and
SPEEDUS, NEXTLINK will make its NEXTLAB facility in Plano, Texas, available to
SPEEDUS on a reasonable basis to facilitate the development and testing of
equipment to be used by SPEEDUS in utilizing the FCC licenses currently held by
SPEEDUS in the implementation of its business plan. Access to NEXTLAB will
include the exclusive use of a portion of a testing room for a period of one
month per year free of charge, which room will be interconnected to and
interoperable with NEXTLAB's telecommunications switch and associated equipment.
NEXTLINK will also make available from time-to-time one or more of NEXTLINK's
wireless engineering staff to assist in the testing and development of SPEEDUS's
equipment at NEXTLAB. SPEEDUS shall pay for and deliver and provide technical
personnel necessary for the temporary installation of its testing equipment in
NEXTLAB. In addition, NEXTLINK shall use commercially reasonable efforts to
allow SPEEDUS to participate in and/or observe the testing of LMDS equipment
which NEXTLINK may test at NEXTLAB for purposes of implementing NEXTLINK's LMDS
service utilizing FCC licenses currently held by NEXTLINK.

     5. Regulatory Alliance

     NEXTLINK and SPEEDUS agree to consult with one another from time to time on
state and federal regulatory matters of mutual concern in their capacity as LMDS
licensees and providers of wireless communications services and, where each
party determines, in its sole discretion, that it is in its interest to do so,
to coordinate their regulatory initiatives and otherwise collaborate and work
together with respect to such matters.

     6. NEXTLINK Collocation with SPEEDUS.

     NEXTLINK will evaluate the technical feasibility and business and strategic
advantages of collocation of NEXTLINK network equipment and operations at



Brooklyn Army Terminal facility, and will send a technical team to perform an
on-site survey (including a review of SPEEDUS's fiber backbone and dark fiber
IRUs) as promptly as reasonably practicable. If such collocation is technically
feasible and beneficial to NEXTLINK from a business and strategic standpoint,
SPEEDUS will be NEXTLINK's preferred provider of such services at such location,
so long as it offers NEXTLINK price and other terms at least as favorable as
those it could obtain elsewhere.

     7. Miscellaneous

     a.   Term. The initial term of this Agreement shall continue for three
          years from the date hereof (the "Initial Term"). Thereafter, this
          Agreement shall be extended automatically for one year periods (each a
          "Subsequent Term") unless either party shall provide a notice of
          termination not less than three months prior to the expiration of the
          Initial Term or any Subsequent Term.

     b.   Termination. This Agreement will terminate immediately upon
          termination of the Agreement to Manage and Assignment of LMDS License
          entered into between the parties hereto dated June 13, 1999.

     c.   No Third Party Beneficiaries. Except as specifically provided herein,
          this Agreement does not provide and will not be construed to provide
          third parties, including any customer, with any remedy, claim, and
          cause of action or privilege.

     d.   Force Majeure. Neither party will be responsible for any failure to
          perform any obligation or provide service hereunder because of any (i)
          act of God, (ii) war, riot or civil commotion, (iii) governmental acts
          or directives, strikes, work stoppage, or equipment or facilities
          shortages, in any such case which are being experienced by providers
          of telecommunications services, or (iv) other similar force beyond
          such party's reasonable control.

     e.   Limited Liability. In no event will either party hereto and/or any of
          its affiliates be liable to or through the other party for any of the
          following: (i) damages caused by the other party's and/or any of its
          affiliates' failure to perform their obligations and responsibilities;
          (ii) claims or demands brought against the other party by third
          parties, other than those third party claims in respect of which such
          party is expressly obligated to indemnify the other party pursuant to
          a provision of this agreement; or (iii) except as otherwise set forth
          herein, any lost profits, loss of business, loss of use (or
          interruptions of business), lost savings, lost opportunities or other
          consequential, special, incidental, indirect, exemplary or punitive
          damages, any or all of which arise from or in connection with the
          delivery, use, or performance of service governed by this Agreement,
          even if a party and/or any of its affiliates has been advised of the
          possibility of such loss.



     f.   Entire Agreement; Amendment in Writing; Severability. This Agreement
          and other agreements expressly referenced herein, constitute the
          entire agreement between the parties concerning the subject matter
          hereof and supersedes any prior agreements, representations,
          statements, negotiations, understandings, proposals or undertakings,
          oral or written, with respect to the subject matter expressly set
          forth herein. Any amendment or supplement to this Agreement will be in
          writing and duly executed by both parties. If any provision of this
          Agreement will be held to be illegal, invalid or unenforceable, each
          party agrees that such provision will be enforced to the maximum
          extent permissible so as to effect the intent of the parties, and the
          validity, legality and enforceability of the remaining provisions of
          this Agreement will not in any way be affected or impaired thereby.

     g.   Expenses. Each party will pay all costs and expenses that it incurs
          with respect to the negotiation, execution, delivery and performance
          of this Agreement and the other agreements described herein.

     h.   Choice of Law. This Agreement is to be construed in accordance with
          and governed by the internal laws of the State of Delaware without
          giving effect to choice of law.

     i.   Notices. All notices or other communications to be delivered to any
          party under this Agreement will be in writing and will be sent by
          registered or certified mail, by courier or express delivery service
          or by facsimile, addressed or sent: (a) if to SPEEDUS: 140 58th
          Street, Suite 7E, Brooklyn, New York 11220, Attention: Shant S.
          Hovnanian, Telecopier: 718-567-4388, and (b) if to NEXTLINK: NEXTLINK
          Communications, Inc., 500 108th Avenue N.E., Suite 2200, Bellevue,
          Washington 98004; Attention: R. Bruce Easter, Jr. Esq., Telecopier:

     j.   Assignment. Neither party may assign or transfer all or any part of
          its rights or obligations under this Agreement without the prior
          written consent of the other party, which consent may be withheld for
          any reason. The parties acknowledge that this Agreement involves the
          provision by NEXTLINK of services and facilities that are personal to
          SPEEDUS. SPEEDUS will not resell, sublet or otherwise transfer any of
          the facilities or services made available to it by NEXTLINK pursuant
          to this Agreement or any of the other agreements described herein. For
          purposes of this Agreement, a change in control, merger, or sale of
          all or substantially all of the assets of SPEEDUS will constitute an
          assignment that is subject to consent pursuant to this paragraph (j).

     h.   Confidentiality; Publicity. Without the prior approval of the other
          party, none of the parties hereto will disclose to the public or to
          any third party any information concerning the transactions
          contemplated hereby, other than disclosures to their financial, legal
          and other advisors and to governmental



          authorities or the public as may, in the opinion of counsel, be
          required by law. Notwithstanding the foregoing, SPEEDUS and NEXTLINK
          will be permitted to disclose such details of the transaction
          contemplated hereby as may be required by law; provided that NEXTLINK
          will have the right to review and comment thereon prior to such

The parties hereto have executed this Agreement as of the date set forth in the
first paragraph hereof.

         SPEEDUS.COM, INC.

         By: /s/ Shant Hovnanian
             Title: Chief Executive Officer


         By: /s/ Scott G. Macleod
             Title: Chief of Business Development