UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2010

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 1-9712

UNITED STATES CELLULAR CORPORATION
(Exact name of registrant as specified in its charter)

Delaware			62-1147325
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

8410 West Bryn Mawr, Suite 700, Chicago, Illinois 60631
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (773) 399-8900

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b‑2 of the Exchange Act.

Large accelerated filer x

Accelerated filer ¨

Non-accelerated filer ¨

(Do not check if a smaller reporting company)

Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Class

Outstanding at September 30, 2010

Common Shares, $1 par value

52,737,943 Shares

Series A Common Shares, $1 par value

33,005,877 Shares

Table of Contents

United States Cellular Corporation

Quarterly Report on Form 10-Q
For the Quarterly Period Ended September 30, 2010

Index

			Page No.
Part I.	Financial Information

	Item 1.	Financial Statements (Unaudited)	3

		Consolidated Statement of Operations Three and Nine Months Ended September 30, 2010 and 2009	3

		Consolidated Statement of Cash Flows Nine Months Ended September 30, 2010 and 2009	4

		Consolidated Balance Sheet September 30, 2010 and December 31, 2009	5

		Consolidated Statement of Changes in Equity Nine Months Ended September 30, 2010 and 2009	7

		Notes to Consolidated Financial Statements	9

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20

		Overview	20
		Results of Operations	24
		Recent Accounting Pronouncements	31
		Financial Resources	31
		Liquidity and Capital Resources	33
		Application of Critical Accounting Policies and Estimates	36
		Safe Harbor Cautionary Statement	37

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	40

	Item 4.	Controls and Procedures	41

Part II.	Other Information		42

	Item 1.	Legal Proceedings	42

	Item 1A.	Risk Factors	42

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	43

	Item 5.	Other Information	43

	Item 6.	Exhibits	44

Signatures			46

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Part I. Financial Information
Item 1. Financial Statements

United States Cellular Corporation

Consolidated Statement of Operations
(Unaudited)

			Three Months Ended						Nine Months Ended
			September 30,						September 30,
(Dollars and shares in thousands, except per share amounts)			2010			2009			2010			2009


Operating revenues
	Service		$	983,503		$	983,918		$	2,921,087		$	2,941,720
	Equipment sales			77,278			73,377			193,444			212,062
		Total operating revenues		1,060,781			1,057,295			3,114,531			3,153,782

Operating expenses
	System operations (excluding Depreciation, amortization and accretion reported below)			218,021			205,611			638,677			600,308
	Cost of equipment sold			189,291			189,354			512,361			531,110
	Selling, general and administrative (including charges from affiliates of $22.9 million and $27.7 million, respectively, for the three months, and $77.0 million and $82.6 million, respectively, for the nine months)			446,938			454,645			1,321,720			1,274,261
	Depreciation, amortization and accretion			144,717			146,052			432,405			422,707
	Loss on asset disposals, net			1,981			2,085			8,407			8,641
		Total operating expenses		1,000,948			997,747			2,913,570			2,837,027

Operating income				59,833			59,548			200,961			316,755

Investment and other income (expense)
	Equity in earnings of unconsolidated entities			23,971			23,126			74,418			73,247
	Interest and dividend income			1,101			1,420			2,984			2,648
	Interest expense			(15,956	)		(19,782	)		(48,918	)		(59,065	)
	Other, net			(620	)		905			(213	)		1,183
		Total investment and other income (expense)		8,496			5,669			28,271			18,013

Income before income taxes				68,329			65,217			229,232			334,768
	Income tax expense			25,051			25,279			86,894			117,026

Net income				43,278			39,938			142,338			217,742
	Less: Net income attributable to noncontrolling interests, net of tax			(5,920	)		(5,606	)		(16,858	)		(17,583	)
Net income attributable to U.S. Cellular shareholders			$	37,358		$	34,332		$	125,480		$	200,159

Basic weighted average shares outstanding				85,992			86,848			86,329			87,011
Basic earnings per share attributable to U.S. Cellular shareholders			$	0.43		$	0.40		$	1.45		$	2.30

Diluted weighted average shares outstanding				86,428			87,128			86,706			87,216
Diluted earnings per share attributable to U.S. Cellular shareholders			$	0.43		$	0.39		$	1.45		$	2.29

The accompanying notes are an integral part of these consolidated financial statements.

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United States Cellular Corporation

Consolidated Statement of Cash Flows
(Unaudited)

			Nine Months Ended
			September 30,
(Dollars in thousands)			2010			2009


Cash flows from operating activities
	Net income		$	142,338		$	217,742
	Add (deduct) adjustments to reconcile net income to net cash flows from operating activities
		Depreciation, amortization and accretion		432,405			422,707
		Bad debts expense		56,244			73,100
		Stock-based compensation expense		13,539			13,000
		Deferred income taxes, net		50,180			44,486
		Equity in earnings of unconsolidated entities		(74,418	)		(73,247	)
		Distributions from unconsolidated entities		59,149			51,306
		Loss on asset disposals, net		8,407			8,641
		Other operating activities		106			1,824
	Changes in assets and liabilities from operations
		Accounts receivable		(46,293	)		(106,380	)
		Inventory		32,673			(4,509	)
		Accounts payable - trade		(50,720	)		(13,432	)
		Accounts payable - affiliate		(8,440	)		(980	)
		Customer deposits and deferred revenues		1,972			(6,185	)
		Accrued taxes		(19,491	)		68,695
		Accrued interest		9,295			9,787
		Other assets and liabilities		(22,933	)		(68,861	)
				584,013			637,694

Cash flows from investing activities
	Additions to property, plant and equipment			(379,692	)		(357,770	)
	Cash paid for acquisitions and licenses			(10,501	)		(12,527	)
	Cash paid for investments			(190,250	)		(275	)
	Cash received for investments			25,330			—
	Other investing activities			656			1,682
				(554,457	)		(368,890	)

Cash flows from financing activities
	Common shares reissued for benefit plans, net of tax payments			738			(119	)
	Common shares repurchased			(40,520	)		(24,283	)
	Payment of debt issuance costs			—			(4,416	)
	Distributions to noncontrolling interests			(5,828	)		(5,855	)
	Other financing activities			(9,065	)		(233	)
				(54,675	)		(34,906	)

Net increase (decrease) in cash and cash equivalents				(25,119	)		233,898

Cash and cash equivalents
	Beginning of period			294,411			170,996
	End of period		$	269,292		$	404,894

The accompanying notes are an integral part of these consolidated financial statements.

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United States Cellular Corporation

Consolidated Balance Sheet — Assets
(Unaudited)

			September 30,		December 31,
(Dollars in thousands)			2010		2009


Current assets
	Cash and cash equivalents		$	269,292	$	294,411
	Short-term investments			120,771		330
	Accounts receivable
		Customers and agents, less allowances of $24,600 and $26,260, respectively		312,493		339,825
		Roaming		39,044		28,450
		Affiliated		318		135
		Other, less allowances of $1,676 and $364, respectively		63,252		56,647
	Inventory			119,882		152,556
	Prepaid income taxes			32,086		717
	Prepaid expenses			70,759		63,463
	Net deferred income tax asset			21,570		21,570
	Other current assets			49,111		51,013
				1,098,578		1,009,117
Investments
	Licenses			1,445,501		1,435,000
	Goodwill			494,737		494,737
	Customer lists, net of accumulated amortization of $96,042 and $92,829, respectively			869		4,083
	Investments in unconsolidated entities			177,075		161,481
	Notes and interest receivable — long-term			4,107		4,214
	Long-term investments			46,156		—
				2,168,445		2,099,515
Property, plant and equipment
	In service and under construction			6,203,085		5,884,307
	Less: Accumulated depreciation			3,649,212		3,282,969
				2,553,873		2,601,338

Other assets and deferred charges				38,195		38,776

Total assets			$	5,859,091	$	5,748,746

The accompanying notes are an integral part of these consolidated financial statements.

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United States Cellular Corporation

Consolidated Balance Sheet — Liabilities and Equity
(Unaudited)

					September 30,			December 31,
(Dollars and shares in thousands)					2010			2009


Current liabilities
	Current portion of long-term debt				$	91		$	76
	Accounts payable
		Affiliated				6,291			14,732
		Trade				245,542			296,288
	Customer deposits and deferred revenues					142,220			140,248
	Accrued taxes					78,686			57,507
	Accrued compensation					57,207			62,242
	Other current liabilities					88,216			92,884
						618,253			663,977

Deferred liabilities and credits
	Net deferred income tax liability					559,746			513,994
	Other deferred liabilities and credits					269,333			262,412

Long-term debt						867,790			867,522

Commitments and contingencies

Noncontrolling interests with redemption features						791			727

Equity
	U.S. Cellular shareholders’ equity
		Series A Common and Common Shares
			Authorized 190,000 shares (50,000 Series A Common and 140,000 Common Shares)
			Issued 88,074 shares (33,006 Series A Common and 55,068 Common Shares)
			Outstanding 85,744 shares (33,006 Series A Common and 52,738 Common Shares) and 86,540 shares (33,006 Series A Common and 53,534 Common Shares), respectively
			Par Value ($1 per share) ($33,006 Series A Common and $55,068 Common Shares)			88,074			88,074
		Additional paid-in capital				1,364,266			1,356,322
		Treasury shares, at cost, 2,330 and 1,534 Common Shares, respectively				(97,109	)		(69,616	)
		Retained earnings				2,126,825			2,013,633
			Total U.S. Cellular shareholders’ equity			3,482,056			3,388,413

	Noncontrolling interests					61,122			51,701

				Total equity		3,543,178			3,440,114

Total liabilities and equity					$	5,859,091		$	5,748,746

The accompanying notes are an integral part of these consolidated financial statements.

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United States Cellular Corporation

Consolidated Statement of Changes in Equity (Unaudited)

	U.S. Cellular Shareholders
(Dollars in thousands)	Series A Common and Common Shares		Additional Paid-In Capital			Treasury Shares			Retained Earnings			Total U.S. Cellular Shareholders' Equity			Noncontrolling Interests			Total Equity
Balance, December 31, 2009	$	88,074	$	1,356,322		$	(69,616	)	$	2,013,633		$	3,388,413		$	51,701		$	3,440,114
Add (Deduct)
Net income attributable to U.S. Cellular shareholders		—		—			—			125,480			125,480			—			125,480
Net income attributable to noncontrolling interests classified as equity		—		—			—			—			—			16,829			16,829
Repurchase of Common Shares		—		—			(40,520	)		—			(40,520	)		—			(40,520	)
Incentive and compensation plans		—		605			13,027			(12,288	)		1,344			—			1,344
Adjust investment in subsidiaries for noncontrolling interest purchases		—		(4,247	)		—			—			(4,247	)		(1,580	)		(5,827	)
Stock-based compensation awards		—		13,539			—			—			13,539			—			13,539
Tax windfall (shortfall) from stock awards		—		(1,953	)		—			—			(1,953	)		—			(1,953	)
Distributions to noncontrolling interests		—		—			—			—			—			(5,828	)		(5,828	)
Balance, September 30, 2010	$	88,074	$	1,364,266		$	(97,109	)	$	2,126,825		$	3,482,056		$	61,122		$	3,543,178

The accompanying notes are an integral part of these consolidated financial statements.

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United States Cellular Corporation

Consolidated Statement of Changes in Equity
(Unaudited)

	U.S. Cellular Shareholders
(Dollars in thousands)	Series A Common and Common Shares		Additional Paid-In Capital			Treasury Shares			Retained Earnings			Total U.S. Cellular Shareholders' Equity			Noncontrolling Interests			Total Equity
Balance, December 31, 2008	$	88,074	$	1,340,146		$	(50,258	)	$	1,822,073		$	3,200,035		$	48,567		$	3,248,602
Add (Deduct)
Net income attributable to U.S. Cellular shareholders		—		—			—			200,159			200,159			—			200,159
Net income attributable to noncontrolling interests classified as equity		—		—			—			—			—			17,463			17,463
Repurchase of Common Shares		—		—			(24,283	)		—			(24,283	)		—			(24,283	)
Incentive and compensation plans		—		1,391			10,629			(11,558	)		462			—			462
Stock-based compensation awards		—		13,000			—			—			13,000			—			13,000
Tax windfall (shortfall) from stock awards		—		(993	)		—			—			(993	)		—			(993	)
Distributions to noncontrolling interests		—		—			—			—			—			(5,855	)		(5,855	)
Balance, September 30, 2009	$	88,074	$	1,353,544		$	(63,912	)	$	2,010,674		$	3,388,380		$	60,175		$	3,448,555

The accompanying notes are an integral part of these consolidated financial statements.

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United States Cellular Corporation

Notes to Consolidated Financial Statements

1. Basis of Presentation

United States Cellular Corporation (“U.S. Cellular”), a Delaware Corporation, is an 83%-owned subsidiary of Telephone and Data Systems, Inc. (“TDS”).

The accounting policies of U.S. Cellular conform to accounting principles generally accepted in the United States of America (“GAAP”) as set forth in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). The consolidated financial statements include the accounts of U.S. Cellular, its majority-owned subsidiaries since acquisition, general partnerships in which U.S. Cellular has a majority partnership interest and certain entities in which U.S. Cellular has a variable interest that require consolidation under GAAP. All material intercompany accounts and transactions have been eliminated. Certain prior year amounts have been reclassified to conform to the 2010 presentation.

The consolidated financial statements included herein have been prepared by U.S. Cellular, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. However, U.S. Cellular believes that the disclosures included herein are adequate to make the information presented not misleading. These consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in U.S. Cellular’s Current Report on Form 8-K (Items 8.01 and 9.01) filed with the SEC on August 5, 2010, which should be read in conjunction with U.S. Cellular’s Annual Report on Form 10-K (“Form 10-K”) for the year ended December 31, 2009.

The accompanying unaudited consolidated financial statements contain all adjustments (consisting of only normal recurring items and adjustments to prior periods as described in Note 2 - Revision of Prior Period Amounts) necessary to present fairly the financial position as of September 30, 2010, December 31, 2009 and September 30, 2009 (as included in Note 2), the results of operations for the three and nine months ended September 30, 2010 and 2009 and cash flows and changes in equity for the nine months ended September 30, 2010 and 2009. The Consolidated Statement of Comprehensive Income was not included because comprehensive income for the three and nine months ended September 30, 2010 and 2009 equaled net income. The results of operations for the three and nine months ended and cash flows and changes in equity for the nine months ended September 30, 2010 are not necessarily indicative of the results to be expected for the full year.

2. Revision of Prior Period Amounts

In preparing its financial statements for the three months ended March 31, 2010, U.S. Cellular discovered certain errors related to accounting for operating revenues and sales tax liabilities. The quantification of these errors was subsequently refined during the second quarter of 2010. These errors resulted in the overstatement of operating revenues and understatement of sales tax liabilities for the years ended December 31, 2009, 2008, 2007, and the three months ended March 31, 2010. In addition to recording these adjustments, U.S. Cellular recorded other adjustments to prior-year amounts to correct other immaterial items. In accordance with SEC Staff Accounting Bulletin Nos. 99 and 108 (“SAB 99 and SAB 108”), U.S. Cellular evaluated these errors and determined that they were immaterial to each of the reporting periods affected and, therefore, amendment of previously filed reports was not required. However, if the adjustments to correct the cumulative errors had been recorded in the first or second quarter of 2010, U.S. Cellular believes the impact would have been significant to those respective periods and would impact comparisons to prior periods. As permitted by SAB 108, U.S. Cellular revised in the current filing its comparative consolidated financial statements for these immaterial amounts. In addition, on August 5, 2010, U.S. Cellular filed a Current Report on Form 8-K (Items 8.01 and 9.01) with the SEC to revise financial statements and other financial information previously included in its Annual Report on Form 10-K for the year ended December 31, 2009 and Quarterly Report on Form 10-Q for the period ended March 31, 2010. Such Form 8-K contains revisions to the December 31, 2009 Consolidated Balance Sheet, originally filed on February 25, 2010 in U.S. Cellular’s Annual Report on Form 10-K. Also, in accordance with SAB 108, the Consolidated Balance Sheet, the Consolidated Statement of Operations and the Consolidated Statement of Cash Flows for the following comparative periods have been revised as follows:

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Consolidated Balance Sheet — September 30, 2009

		As previously reported (1)
	(Dollars in thousands)	As previously reported (1)			Adjustment			Revised

	Accounts receivable - Due from customers	$	338,852		$	3,817		$	342,669
	Prepaid expenses		63,020			8,413			71,433
	Total current assets		1,114,320			12,230			1,126,550
	Total assets		5,841,825			12,230			5,854,055
	Customer deposits and deferred revenues		146,224			(2,241	)		143,983
	Accrued taxes		56,500			23,193			79,693
	Total current liabilities		615,967			20,952			636,919
	Other deferred liabilities and credits		250,762			1,314			252,076
	Total deferred liabilities and credits		769,007			1,314			770,321
	Retained earnings		2,020,710			(10,036	)		2,010,674
	Total U.S. Cellular shareholders’ equity		3,398,416			(10,036	)		3,388,380
	Total equity		3,458,591			(10,036	)		3,448,555
	Total liabilities and equity		5,841,825			12,230			5,854,055


Consolidated Statement of Operations — Three Months Ended September 30, 2009

		As previously reported (1)
	(Dollars in thousands)	As previously reported (1)			Adjustment			Revised

	Service revenues	$	984,923		$	(1,005	)	$	983,918
	Total operating revenues		1,058,300			(1,005	)		1,057,295
	System operations expenses (excluding Depreciation, amortization and accretion)		205,458			153			205,611
	Selling, general and administrative expenses		454,839			(194	)		454,645
	Depreciation, amortization and accretion		147,586			(1,534	)		146,052
	Loss on asset disposals, net		3,371			(1,286	)		2,085
	Total operating expenses		1,000,608			(2,861	)		997,747
	Operating income		57,692			1,856			59,548
	Interest expense		(19,358	)		(424	)		(19,782	)
	Total investment and other income (expense)		6,093			(424	)		5,669
	Income before income taxes		63,785			1,432			65,217
	Income tax expense		22,541			2,738			25,279
	Net income		41,244			(1,306	)		39,938
	Net income attributable to U.S. Cellular shareholders		35,638			(1,306	)		34,332
	Basic earnings per share attributable to U.S. Cellular shareholders		0.41			(0.01	)		0.40
	Diluted earnings per share attributable to U.S. Cellular shareholders		0.41			(0.02	)		0.39

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Consolidated Statement of Operations — Nine Months Ended September 30, 2009

		As previously reported (1)
	(Dollars in thousands)	As previously reported (1)			Adjustment			Revised

	Service revenues	$	2,941,552		$	168		$	2,941,720
	Total operating revenues		3,153,614			168			3,153,782
	System operations expenses (excluding Depreciation, amortization and accretion)		600,267			41			600,308
	Selling, general and administrative expenses		1,277,357			(3,096	)		1,274,261
	Depreciation, amortization and accretion		423,851			(1,144	)		422,707
	Loss on asset disposals, net		7,648			993			8,641
	Total operating expenses		2,840,233			(3,206	)		2,837,027
	Operating income		313,381			3,374			316,755
	Interest expense		(57,767	)		(1,298	)		(59,065	)
	Total investment and other income (expense)		19,311			(1,298	)		18,013
	Income before income taxes		332,692			2,076			334,768
	Income tax expense		111,521			5,505			117,026
	Net income		221,171			(3,429	)		217,742
	Net income attributable to U.S. Cellular shareholders		203,588			(3,429	)		200,159
	Basic earnings per share attributable to U.S. Cellular shareholders		2.34			(0.04	)		2.30
	Diluted earnings per share attributable to U.S. Cellular shareholders		2.33			(0.04	)		2.29


Consolidated Statement of Cash Flows — Nine Months Ended September 30, 2009

		As previously reported (1)
	(Dollars in thousands)	As previously reported (1)			Adjustment			Revised

	Net income	$	221,171		$	(3,429	)	$	217,742
	Depreciation, amortization and accretion		423,851			(1,144	)		422,707
	Deferred income taxes, net		44,429			57			44,486
	Loss on asset disposals, net		7,648			993			8,641
	Change in accounts receivable		(101,263	)		(5,117	)		(106,380	)
	Change in customer deposits and deferred revenues		(4,858	)		(1,327	)		(6,185	)
	Change in accrued taxes		58,139			10,556			68,695
	Change in other assets and liabilities		(68,272	)		(589	)		(68,861	)
	Cash flows from operating activities		637,694			—			637,694

(1) In Quarterly Report on Form 10-Q for the period ended September 30, 2009 filed on November 5, 2009.

3. Summary of Significant Accounting Policies

Amounts Collected from Customers and Remitted to Governmental Authorities

If a tax is assessed upon the customer and U.S. Cellular merely acts as an agent in collecting the tax on behalf of the governmental authority imposing such tax, the amounts collected from customers and remitted to governmental authorities are recorded net in Accrued taxes in the Consolidated Balance Sheet. If a tax is assessed upon U.S. Cellular but billed to customers to recover it, the amounts billed to customers are recorded in Service revenues and the amounts remitted to governmental authorities are recorded in Selling, general and administrative expenses in the Consolidated Statement of Operations. The amounts recorded in Service revenues that were billed to customers and remitted to governmental authorities totaled $34.1 million and $105.4 million for the three months ended and nine months ended September 30, 2010, respectively, and $30.2 million and $80.1 million for the three months ended and nine months ended September 30, 2009, respectively. These revenues increased primarily due to an increase in the Universal Service Fund contribution rates established by the Federal Communications Commission (“FCC”).

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Implementation of Revised Variable Interest Entity Accounting

U.S. Cellular holds interests in certain variable interest entities (“VIEs”) as such term is defined by GAAP. The primary beneficiary of a VIE, as defined by GAAP, is required to consolidate the VIE in its financial statements. Prior to January 1, 2010, the primary beneficiary of a VIE was the entity that recognized a majority of a VIE’s expected gains or losses, as determined based on a quantitative model. Effective January 1, 2010, new provisions under GAAP related to accounting for VIEs provide for a more qualitative assessment in determining the primary beneficiary of a VIE.

The revised consolidation guidance related to VIEs effective January 1, 2010 did not change U.S. Cellular’s consolidated reporting entities. See Note 10 — Variable Interest Entities (VIEs) for details on consolidated VIEs.

Recent Accounting Pronouncements

In October 2009, the FASB issued Accounting Standards Update No. 2009-13, Multiple Deliverable Revenue Arrangements—a consensus of FASB Emerging Issues Task Force (“ASU 2009-13”). ASU 2009-13 provides for less restrictive separation criteria that must be met for a deliverable to be considered a separate unit of accounting. Additionally, under this Standard, there is a hierarchy for determining the selling price of a unit of accounting and consideration must be allocated using a relative-selling price method. U.S. Cellular is required to adopt the provisions of ASU 2009-13 on January 1, 2011; however, as permitted, U.S. Cellular elected to early adopt the provisions on October 1, 2010. Such early adoption required U.S. Cellular to retrospectively apply ASU 2009-13 effective January 1, 2010, the beginning of U.S. Cellular’s current fiscal year. This retrospective application of ASU 2009-13 will have no impact on U.S. Cellular’s reported amounts in the first nine months of 2010. U.S. Cellular made this election in connection with the introduction of certain new service offerings in the fourth quarter of 2010. These new service offerings may include a combination of the following elements which are considered separate units of accounting under ASU 2009-13: wireless services (voice, messaging and data), wireless handsets, a phone replacement program, and loyalty reward points that may be redeemed by customers for wireless products and services in future periods. In accordance with ASU 2009-13, U.S. Cellular will be required to defer the recognition of revenue related to amounts billed to customers that are attributed to loyalty rewards points until such points are redeemed or expire; thus, ASU 2009-13 will impact the timing of recognition of revenue attributable to loyalty reward points. Except as described in the preceding sentence, adoption of ASU 2009-13 is not expected to have a significant impact on U.S. Cellular’s financial position or results of operations.

In October 2009, the FASB issued Accounting Standards Update No. 2009-14, Certain Revenue Arrangements that include Software Elements—a consensus of the FASB Emerging Issues Task Force (“ASU 2009-14”). ASU 2009-14 amends accounting and reporting guidance for revenue arrangements involving both tangible products and software that is "more than incidental to the tangible product as a whole.” ASU 2009-14 will be effective for U.S. Cellular on January 1, 2011; however, early adoption is permitted. U.S. Cellular does not anticipate that this pronouncement will have a significant impact on its financial position or results of operations.

In January 2010, the FASB issued Accounting Standards Update No. 2010-06, Improving Disclosures about Fair Value Measurements (“ASU 2010-06”). ASU 2010-06 requires new disclosures regarding transfers in and out of Levels 1 and 2 and activity in Level 3 fair value measurements. It also clarifies existing disclosure requirements regarding the level of disaggregation in certain disclosures, inputs, and valuation techniques used in FASB ASC 820, Fair Value Measurements and Disclosures. U.S. Cellular adopted all of the requirements of this update on January 1, 2010, its effective date, except for the new requirement regarding activity in Level 3 fair value measurements which has a later effective date under the provisions of ASU 2010-06, and will become effective on January 1, 2011. Adoption of this pronouncement has not had, and is not expected to have, a significant impact on U.S. Cellular’s fair value disclosures.

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4. Fair Value Measurements

As of September 30, 2010 and December 31, 2009, U.S. Cellular did not have any financial assets or liabilities that were required to be recorded at fair value in its Consolidated Balance Sheet in accordance with GAAP. However, U.S. Cellular has applied the provisions of fair value accounting for purposes of computing the fair value of financial instruments for disclosure purposes as displayed below.

		September 30, 2010				December 31, 2009
		September 30, 2010				December 31, 2009
		Book Value		Fair Value		Book Value		Fair Value
(Dollars in thousands)
Cash and cash equivalents		$	269,292	$	269,292	$	294,411	$	294,411
Short-term investments (1)(2)
	Certificates of deposit		250		250		330		330
	Government-backed securities (3)		120,521		120,521		—		—
Long-term investments (1)(4)
	Government-backed securities (3)		46,156		46,297		—		—
Long-term debt (5)			863,543		857,013		863,202		853,937

(1) Designated as held-to-maturity investments and are recorded at amortized cost on the Consolidated Balance Sheet.

(2) Maturities are less than twelve months from the respective balance sheet dates.

(3) Includes U.S. treasuries and corporate notes guaranteed under the Federal Deposit Insurance Corporation’s Temporary Liquidity Guarantee Program.

(4) Maturities range between 14 and 25 months from the balance sheet date.

(5) Excludes capital lease obligations and current portion of Long-term debt.

The fair values of Cash and cash equivalents and Short-term investments approximate their book values due to the short-term nature of these financial instruments. The fair values of Long-term investments were estimated using quoted market prices for the individual issuances. The fair value of Long-term debt, excluding capital lease obligations and current portion of Long-term debt, was estimated using market prices for the 7.5% senior notes and discounted cash flow analyses for the remaining debt, principally the 6.7% senior notes.

As of September 30, 2010, U.S. Cellular did not have any nonfinancial assets or liabilities that required the application of fair value accounting for purposes of reporting such amounts in its Consolidated Balance Sheet.

5. Income Taxes

U.S. Cellular is included in a consolidated federal income tax return and in certain state income tax returns with other members of the TDS consolidated group. For financial statement purposes, U.S. Cellular and its subsidiaries compute their income tax expense as if they comprised a separate affiliated group and were not included in the TDS consolidated group.

U.S. Cellular’s overall effective tax rate on Income before income taxes for the three and nine months ended September 30, 2010 was 36.7% and 37.9%, respectively, and for the three and nine months ended September 30, 2009 was 38.8% and 35.0%, respectively. The effective tax rate for the three months ended September 30, 2010 was lower than the rate for the three months ended September 30, 2009 primarily as a result of the favorable settlement of certain state income tax audits. The benefit from this change, along with other minor discrete benefits, decreased income tax expense for the three months ended September 30, 2010 by $1.1 million; absent these benefits, the effective tax rate for such period would have been higher by 1.6 percentage points.

The effective tax rate for the nine months ended September 30, 2009 was lower than the rate for the nine months ended September 30, 2010 due primarily to a 2009 state tax benefit resulting from a state tax law change that was recognized as a discrete item in the three months ended March 31, 2009. The benefit from this change, along with other minor discrete benefits, decreased income tax expense by $8.9 million for the nine months ended September 30, 2009. Absent these benefits, the effective tax rate for the nine months ended September 30, 2009 would have been higher by 2.6 percentage points.

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6. Earnings Per Share

Basic earnings per share attributable to U.S. Cellular shareholders is computed by dividing Net income attributable to U.S. Cellular shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share attributable to U.S. Cellular shareholders is computed by dividing Net income attributable to U.S. Cellular shareholders by the weighted average number of common shares adjusted to include the effects of potentially dilutive securities. Potentially dilutive securities include incremental shares issuable upon exercise of outstanding stock options and the vesting of restricted stock units.

The amounts used in computing Earnings per Common and Series A Common Share and the effects of potentially dilutive securities on the weighted average number of Common and Series A Common Shares are as follows:

		Three Months Ended September 30,				Nine Months Ended September 30,
		Three Months Ended September 30,				Nine Months Ended September 30,
		2010		2009		2010		2009
(Dollars and shares in thousands, except per share amounts)
Net income attributable to U.S. Cellular shareholders		$	37,358	$	34,332	$	125,480	$	200,159

Weighted average number of shares used in basic earnings per share			85,992		86,848		86,329		87,011
Effect of dilutive securities:
	Stock options		104		36		80		20
	Restricted stock units		332		244		297		185
Weighted average number of shares used in diluted earnings per share			86,428		87,128		86,706		87,216

Basic earnings per share attributable to U.S. Cellular shareholders		$	0.43	$	0.40	$	1.45	$	2.30

Diluted earnings per share attributable to U.S. Cellular shareholders		$	0.43	$	0.39	$	1.45	$	2.29

Certain Common Shares issuable upon the exercise of Stock options or vesting of Restricted stock units were not included in average diluted shares outstanding for the calculation of Diluted earnings per share because their effects were antidilutive. The number of such Common Shares excluded is shown in the table below.

	Three Months Ended September 30,		Nine Months Ended September 30,
	Three Months Ended September 30,		Nine Months Ended September 30,
	2010	2009	2010	2009
(Shares in thousands)

Stock options	1,836	2,072	1,768	2,024

Restricted stock units	—	—	195	175

7. Licenses and Goodwill

Changes in U.S. Cellular’s licenses and goodwill for the nine months ended September 30, 2010 and 2009 are presented below.

Licenses
		September 30, 2010		September 30, 2009
		September 30, 2010		September 30, 2009
(Dollars in thousands)
Balance, beginning of period		$	1,435,000	$	1,433,415
	Acquisitions		10,501		12,250
	Other		—		(164	)
Balance, end of period		$	1,445,501	$	1,445,501

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Goodwill
		September 30,		September 30,
		2010		2009
(Dollars in thousands)
Assigned value at time of acquisition		$	494,737	$	494,279
	Accumulated impairment losses in prior periods		—		—
Balance, beginning of period			494,737		494,279
	Acquisitions		—		—
	Other		—		458
Balance, end of period		$	494,737	$	494,737

8. Investment in Unconsolidated Entities

Investments in unconsolidated entities consist of amounts invested in wireless entities in which U.S. Cellular holds a noncontrolling interest. These investments are accounted for using either the equity or cost method.

Equity in earnings of unconsolidated entities totaled $24.0 million and $23.1 million in the three months ended September 30, 2010 and 2009, respectively, and $74.4 million and $73.2 million in the nine months ended September 30, 2010 and 2009, respectively; of those amounts, U.S. Cellular’s investment in the Los Angeles SMSA Partnership (“LA Partnership”) contributed $16.1 and $15.5 million in the three months ended September 30, 2010 and 2009, respectively, and $49.5 million in the nine months ended September 30, 2010 and 2009. U.S. Cellular held a 5.5% ownership interest in the LA Partnership during these periods.

The following table summarizes the combined results of operations of U.S. Cellular’s equity method investments:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2010		2009		2010		2009
(Dollars in thousands)

Revenues	$	1,260,000	$	1,211,000	$	3,680,000	$	3,580,000
Operating expenses		908,000		870,000		2,613,000		2,518,000
Operating income		352,000		341,000		1,067,000		1,062,000
Other income (expense)		8,000		8,000		28,000		29,000
Net income	$	360,000	$	349,000	$	1,095,000	$	1,091,000

9. Commitments and Contingencies

Agreements

On August 17, 2010, U.S. Cellular and Amdocs Software Systems Limited (“Amdocs”) entered into agreements to develop a Billing and Operational Support System (“B/OSS”). Amdocs will license to U.S. Cellular certain customer order and relationship management, revenue management and billing software relating to the B/OSS.

The implementation of the licensed systems commenced in September 2010, and is expected to take approximately two years to complete. The total estimated amount to be paid to Amdocs with respect to the agreements for delivery of the B/OSS is $73 million, and is expected to be paid out from August 2010 to October 2012. U.S. Cellular anticipates capitalizing a majority of these costs as Systems development costs and amortizing such capitalized costs over the estimated useful life of the B/OSS system. U.S. Cellular also is committed to purchase maintenance for an aggregate amount of $36.4 million over a period of seven years, beginning in 2013.

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Indemnifications

U.S. Cellular enters into agreements in the normal course of business that provide for indemnification of counterparties. The terms of the indemnifications vary by agreement. The events or circumstances that would require U.S. Cellular to perform under these indemnities are transaction specific; however, these agreements may require U.S. Cellular to indemnify the counterparty for costs and losses incurred from litigation or claims arising from the underlying transaction. U.S. Cellular is unable to estimate the maximum potential liability for these types of indemnifications as the amounts are dependent on the outcome of future events, the nature and likelihood of which cannot be determined at this time. Historically, U.S. Cellular has not made any significant indemnification payments under such agreements.

Legal Proceedings

U.S. Cellular is involved or may be involved from time to time in legal proceedings before the FCC, other regulatory authorities, and/or various state and federal courts. If U.S. Cellular believes that a loss arising from such legal proceedings is probable and can be reasonably estimated, an amount is accrued in the financial statements for the estimated loss. If only a range of loss can be determined, the best estimate within that range is accrued; if none of the estimates within that range is better than another, the low end of the range is accrued. The assessment of the expected outcomes of legal proceedings is a highly subjective process that requires judgments about future events. The legal proceedings are reviewed at least quarterly to determine the adequacy of accruals and related financial statement disclosures. The ultimate outcomes of legal proceedings could differ materially from amounts accrued in the financial statements.

10. Variable Interest Entities (VIEs)

From time to time, the FCC conducts auctions through which additional spectrum is made available for the provision of wireless services. Indirectly through its interests in Aquinas Wireless L.P. (“Aquinas Wireless”), King Street Wireless L.P. (“King Street Wireless”), Barat Wireless L.P. (“Barat Wireless”) and Carroll Wireless L.P. (“Carroll Wireless”), collectively, the “limited partnerships,” U.S. Cellular participated in and was awarded spectrum licenses in each of four separate spectrum auctions (FCC Auctions 78, 73, 66, and 58). Each limited partnership qualified as a “designated entity” and thereby was eligible for bidding credits with respect to licenses purchased in accordance with the rules defined by the FCC for each auction. In most cases, the bidding credits resulted in a 25% discount from the gross winning bid.

Consolidated VIEs

As of September 30, 2010, U.S. Cellular consolidates the following VIEs under GAAP:

· Aquinas Wireless;

· King Street Wireless and King Street Wireless, Inc., the general partner of King Street Wireless;

· Barat Wireless and Barat Wireless, Inc., the general partner of Barat Wireless; and

· Carroll Wireless and Carroll PCS, Inc., the general partner of Carroll Wireless.

U.S. Cellular holds a variable interest in the entities listed above. It has made capital contributions and/or advances to these entities. The power to direct the activities of the VIEs that most significantly impact their economic performance is shared. Specifically, the general partner of each of these VIEs has the exclusive right to manage, operate and control the limited partnerships and make all decisions to carry on the business of the partnerships; however, the general partner of each partnership needs consent of the limited partner, a U.S. Cellular subsidiary, to sell or lease certain licenses, to make certain large expenditures, admit other partners or liquidate the limited partnerships. Although the power to direct the activities of the VIEs is shared, U.S. Cellular has a disproportionate level of exposure to the variability associated with the economic performance of the VIEs, indicating that U.S. Cellular is the primary beneficiary of the VIEs in accordance with GAAP. Accordingly, these VIEs are consolidated.

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Following is a summary of the capital contributions and advances made to each entity by U.S. Cellular as of September 30, 2010. The amounts shown in the table below exclude funds provided to these entities solely from the shareholder of the general partner.

(Dollars in thousands)

Aquinas Wireless	$	2,132
King Street Wireless & King Street Wireless, Inc.		300,904
Barat Wireless & Barat Wireless, Inc.		127,685
Carroll Wireless & Carroll PCS, Inc.		131,294
	$	562,015

The following table presents the classification of the consolidated VIEs’ assets and liabilities in U.S. Cellular’s Consolidated Balance Sheet.

		September 30,		December 31,
		2010		2009

(Dollars in thousands)
Assets
	Cash	$	994	$	679
	Other current assets		263		393
	Licenses		487,962		487,962
	Other assets		1,548		440
	Total assets	$	490,767	$	489,474

Liabilities
	Customer deposits and deferred revenues	$	76	$	70
	Total liabilities	$	76	$	70

Other Related Matters

U.S. Cellular may agree to make additional capital contributions and/or advances to the VIEs discussed above and/or to their general partners to provide additional funding for the development of licenses granted in the various auctions. U.S. Cellular may finance such amounts with a combination of cash on hand, borrowings under its revolving credit agreement and/or long-term debt. There is no assurance that U.S. Cellular will be able to obtain additional financing on commercially reasonable terms or at all to provide such financial support.

These VIEs are in the process of developing long-term business and financing plans. These entities were formed to participate in FCC auctions of wireless spectrum and to fund, establish, and provide wireless service with respect to any FCC licenses won in the auctions. As such, these entities have risks similar to the business risks described in the “Risk Factors” in U.S. Cellular’s Form 10-K for the year ended December 31, 2009.

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11. Common Share Repurchases

On November 17, 2009, the Board of Directors of U.S. Cellular authorized the repurchase of up to 1,300,000 Common Shares on an annual basis beginning in 2009 and continuing each year thereafter, on a cumulative basis. These purchases will be made pursuant to open market purchases, block purchases, private purchases, or otherwise, depending on market prices and other conditions. This authorization does not have an expiration date.

Common Share repurchases made under this authorization and prior authorizations were as follows:

	Nine Months Ended September 30,
	2010		2009
(Dollars and shares in thousands, except cost per share)

Number of shares		970		647
Average cost per share	$	41.79	$	37.53
Total cost	$	40,520	$	24,283

12. Noncontrolling Interests

Mandatorily Redeemable Noncontrolling Interests in Finite-Lived Subsidiaries

Under GAAP, certain noncontrolling interests in consolidated entities with finite lives may meet the definition of mandatorily redeemable financial instruments. U.S. Cellular’s consolidated financial statements include certain noncontrolling interests that meet the definition of mandatorily redeemable financial instruments. These mandatorily redeemable noncontrolling interests represent interests held by third parties in consolidated partnerships and limited liability companies (“LLCs”), where the terms of the underlying partnership or LLC agreement provide for a defined termination date at which time the assets of the subsidiary are to be sold, the liabilities are to be extinguished and the remaining net proceeds are to be distributed to the noncontrolling interest holders and U.S. Cellular in accordance with the respective partnership and LLC agreements. The termination dates of these mandatorily redeemable noncontrolling interests range from 2085 to 2107.

The settlement value of U.S. Cellular’s mandatorily redeemable noncontrolling interests in finite-lived subsidiaries was estimated to be $173.7 million at September 30, 2010. This amount represents the estimate of cash that would be due and payable to settle these noncontrolling interests assuming an orderly liquidation of the finite-lived consolidated partnerships and LLCs on September 30, 2010, net of estimated liquidation costs. This amount excludes redemption amounts recorded in Noncontrolling interests with redemption features in the Consolidated Balance Sheet. U.S. Cellular currently has no plans or intentions relating to the liquidation of any of the related partnerships or LLCs prior to their scheduled termination dates. The corresponding carrying value of the mandatorily redeemable noncontrolling interests in finite-lived consolidated partnerships and LLCs at September 30, 2010 was $56.1 million, and is included in Noncontrolling interests in the Consolidated Balance Sheet. The excess of the aggregate settlement value over the aggregate carrying value of these mandatorily redeemable noncontrolling interests is primarily due to the unrecognized appreciation of the noncontrolling interest holders’ share of the underlying net assets in the consolidated partnerships and LLCs. Neither the noncontrolling interest holders’ share, nor U.S. Cellular’s share, of the appreciation of the underlying net assets of these subsidiaries is reflected in the consolidated financial statements. The estimate of settlement value was based on certain factors and assumptions which are subjective in nature. Changes in those factors and assumptions could result in a materially larger or smaller settlement amount.

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13. Supplemental Cash Flow Disclosures

Following are supplemental cash flow disclosures regarding transactions related to stock-based compensation awards:

	Nine Months Ended September 30,
	Nine Months Ended September 30,
	2010			2009

(Dollars and shares in thousands)
Common Shares withheld (1)		269			34

Aggregate value of Common Shares withheld	$	11,597		$	1,245

Cash receipts upon exercise of stock options	$	2,621		$	1,126
Cash disbursements for payment of taxes (2)		(1,883	)		(1,245	)
Net cash receipts from exercise of stock options and vesting of other stock awards	$	738		$	(119	)

(1) Such shares were withheld to cover the exercise price of stock options, if applicable, and required tax withholdings.

(2) In certain situations, U.S. Cellular withholds shares that are issuable upon the exercise of stock options or the vesting of restricted shares to cover, and with a value equivalent to, the amount of taxes required to be withheld from the stock award holder at the time of the exercise or vesting. U.S. Cellular then pays the amount of the required tax withholdings to the taxing authorities in cash.

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Item 2. Management's Discussion and Analysis of Financial Condition

and Results of Operations

United States Cellular Corporation (“U.S. Cellular”) owns, operates and invests in wireless markets throughout the United States. U.S. Cellular is an 83%-owned subsidiary of Telephone and Data Systems, Inc. (“TDS”) as of September 30, 2010.

The following discussion and analysis should be read in conjunction with U.S. Cellular’s interim consolidated financial statements and notes included in Item 1 above, and with the description of U.S. Cellular’s business, its audited consolidated financial statements and Management's Discussion and Analysis of Financial Condition and Results of Operations included in U.S. Cellular’s Current Report on Form 8-K (Items 8.01 and 9.01) filed with the SEC on August 5, 2010, which should be read in conjunction with the U.S. Cellular Annual Report on Form 10-K (“Form 10-K”) for the year ended December 31, 2009.

OVERVIEW

The following is a summary of certain selected information contained in the comprehensive Management’s Discussion and Analysis of Financial Condition and Results of Operations that follows. The overview does not contain all of the information that may be important. You should carefully read the entire Management’s Discussion and Analysis of Financial Condition and Results of Operations and not rely solely on the overview.

U.S. Cellular provides wireless telecommunications services to approximately 6.1 million customers in five geographic market areas in 26 states. As of September 30, 2010, U.S. Cellular’s average penetration rate in its consolidated operating markets was 13.1%. U.S. Cellular operates on a customer satisfaction strategy, striving to meet or exceed customer needs by providing a comprehensive range of wireless products and services, excellent customer support, and a high-quality network. U.S. Cellular’s business development strategy is to acquire and operate controlling interests in wireless licenses in areas adjacent to or in proximity to its other wireless licenses, thereby building contiguous operating market areas. U.S. Cellular believes that operating in contiguous market areas will continue to provide it with certain economies in its capital and operating costs.

Financial and operating highlights in the nine months ended September 30, 2010 included the following:

· Total customers were 6,103,000 at September 30, 2010, including 5,750,000 retail customers.

· Retail customer net additions were 6,000 in 2010 compared to a net loss of 2,000 in 2009. In the postpaid category, there was a net loss of 56,000 in 2010 compared to net additions of 36,000 in 2009. Prepaid net additions were 62,000 in 2010 compared to a net loss of 38,000 in 2009.

· Postpaid customers comprised approximately 94% of U.S. Cellular’s retail customers as of September 30, 2010. The postpaid churn rate improved to 1.5% in 2010 compared to 1.6% in 2009.

· Service revenues of $2,921.1 million decreased $20.6 million (1%) year-over-year, primarily due to decreases in retail service revenues ($16.7 million) and inbound roaming revenues ($5.3 million). Retail service revenues decreased due to a decline in voice revenues which was partially offset by continued growth in data revenues. Data revenues grew 31% year-over-year to $645.4 million.

· Cash flows from operating activities were $584.0 million. At September 30, 2010, Cash and cash equivalents and short-term investments totaled $390.1 million and there were no outstanding borrowings under the revolving credit facility.

· Additions to property, plant and equipment totaled $379.7 million, including expenditures to construct cell sites, increase capacity in existing cell sites and switches, expand mobile broadband services based on third generation Evolution Data Optimized technology (“3G”) to additional markets, outfit new and remodel existing retail stores, develop new billing and other customer management related systems and platforms, and enhance existing office systems. Total cell sites in service increased 5% year-over-year to 7,524.

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· U.S. Cellular continued its efforts on a number of multi-year initiatives including the development of a Billing and Operational Support System (“B/OSS”) with a new point-of-sale system to consolidate billing on one platform; an Electronic Data Warehouse/Customer Relationship Management System to collect and analyze information more efficiently to build and improve customer relationships; and a new Internet/Web platform to enable customers to complete a wide range of transactions and to manage their accounts online. In August 2010, U.S. Cellular entered into agreements with Amdocs Software Systems Limited to develop a B/OSS as described in Note 9 — Commitments and Contingencies in the Notes to Consolidated Financial Statements.

· Operating income decreased $115.8 million, or 37%, to $201.0 million in 2010 from $316.8 million in 2009. Factors in the decrease were lower service revenues as discussed above, together with higher costs of serving and retaining customers in an increasingly competitive industry and costs of investments in multi-year initiatives.

· Net income attributable to U.S. Cellular shareholders decreased $74.7 million, or 37%, to $125.5 million in 2010 compared to $200.2 million in 2009, primarily due to lower operating income. Basic earnings per share was $1.45 in 2010, which was $0.85 lower than in 2009, and Diluted earnings per share was $1.45, which was $0.84 lower than in 2009.

U.S. Cellular anticipates that its future results will be affected by the following factors:

- Continued uncertainty related to current economic conditions and their impact on customer purchasing and payment behaviors;

- Relative ability to attract and retain customers in a competitive marketplace in a cost effective manner;

- Increased competition in the wireless industry, including potential reductions in pricing for products and services overall and impacts associated with the expanding presence of carriers offering low-priced, unlimited prepaid service;

- Potential increases in prepaid customers as a percentage of U.S. Cellular’s customer base in response to changes in customer preferences and industry dynamics;

- Increasing penetration in the wireless industry, requiring U.S. Cellular to grow revenues primarily from selling additional products and services to its existing customers, increasing the number of multi-device users among its existing customers, increasing data products and services and attracting wireless customers switching from other wireless carriers rather than by adding customers that are new to wireless service;

- Continued growth in revenues from data products and services and lower growth or declines in revenues from voice services;

- Effects of recent industry consolidation, such as Verizon’s acquisition of Alltel and possible further industry consolidation, on roaming revenues, service pricing and equipment pricing;

- Costs of developing and enhancing office and customer support systems, including costs and risks associated with the completion and potential benefits of the multi-year initiatives described above;

- Continued enhancements to U.S. Cellular’s wireless networks;

- Uncertainty related to the National Broadband Plan and other rulemaking by the Federal Communications Commission (“FCC”), including uncertainty relating to future eligible telecommunication carrier (“ETC”) funding from the universal service fund (“USF”); and

- On October 1, 2010, U.S. Cellular launched The Belief Project which introduced several innovative service offerings including no contract after the first; simplified national rate plans; a loyalty rewards program; overage protection, caps and forgiveness; a phone replacement program; and discounts for paperless billing and automatic payment. The Belief Project is intended to accelerate growth and have a positive impact on long-term profitability by increasing postpaid gross additions with a goal of at least 10 percent over the next several years and by contributing to incremental growth in average revenue per customer and improvement of U.S. Cellular’s already low postpaid churn rate.

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Cash Flows and Investments

U.S. Cellular believes that cash on hand, expected future cash flows from operating activities and sources of external financing provide substantial liquidity and financial flexibility and are sufficient to permit U.S. Cellular to finance its contractual obligations and anticipated capital expenditures for the foreseeable future. U.S. Cellular continues to seek to maintain a strong balance sheet and an investment grade credit rating.

See “Financial Resources” and “Liquidity and Capital Resources” below for additional information related to cash flows and investments.

Recent Developments

American Recovery and Reinvestment Act

Congress enacted the American Recovery and Reinvestment Act of 2009, or the Recovery Act, which provides, among other things, for an aggregate appropriation of $7.2 billion to fund grants and loans to provide broadband infrastructure, access and equipment to consumers residing in rural, unserved or underserved areas of the United States. U.S. Cellular has not received any grants of Recovery Act funds. The distribution of Recovery Act funds to other telecommunications service providers could impact competition in certain of U.S. Cellular’s service areas.

National Broadband Plan and Related Matters

In 2009, Congress directed the FCC to develop a National Broadband Plan to ensure every American has “access to broadband capability.” In March 2010, the FCC released the plan which describes the FCC’s goals in enhancing broadband availability and the methods for achieving those goals over the next decade.

The FCC notes that about one-half of the plan will be addressed by the FCC, while the remainder will be addressed by Congress, the Executive Branch and state and local governments working closely with private and non-profit sectors. U.S. Cellular cannot predict the outcome of these deliberations or what effects any final rules, regulations or laws may have on its ability to compete in the provision of wireless broadband services to its customer base. Changes in regulation or the amount or distribution of funds to U.S. Cellular and other telecommunications service providers could impact competition in certain of U.S. Cellular’s service areas, and could have a material adverse effect on U.S. Cellular’s business, financial condition or results of operations.

Net Neutrality

As disclosed in U.S. Cellular’s Annual Report on Form 10-K for the year ended December 31, 2009, the FCC initiated a rulemaking proceeding in 2009 designed to codify its existing “Net Neutrality” principles and impose new requirements that could have the effect of restricting the ability of wireless Internet service providers to manage applications and content that traverse their networks. These principles, which the FCC initially announced in 2005, espoused the right of consumers to access lawful Internet content, to run applications and use services of their choice. In 2008, the FCC ruled that Comcast had violated these principles by moderating the amount of bandwidth used by certain peer-to-peer services and ordered Comcast to discontinue this practice. Comcast challenged this order and, on April 6, 2010, the U.S. Court of Appeals for the District of Columbia Circuit ruled that the FCC had exceeded its authority under the Communications Act of 1934, as amended, when it sought to regulate Comcast’s network management practices for its high-speed Internet access service. In 2010, the FCC sought and received comments on its Net Neutrality proposals and concerning the impact of the Comcast case on those proposals. It is currently evaluating those comments. Accordingly, the status of the FCC’s network neutrality proceeding is uncertain at this time and, as a result, there may be further proceedings or legislation relating to the FCC’s authority to regulate the Internet. U.S. Cellular cannot predict the ultimate outcome of this matter or the effect it will have on its wireless broadband services.

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2010 Estimates

U.S. Cellular’s current estimates of full-year 2010 results are shown below. Such estimates represent U.S. Cellular’s views as of the date of filing of U.S. Cellular’s Quarterly Report on Form 10-Q (“Form 10-Q”) for the quarterly period ended September 30, 2010. Such forward‑looking statements should not be assumed to be accurate as of any future date. U.S. Cellular undertakes no duty to update such information whether as a result of new information, future events or otherwise. There can be no assurance that final results will not differ materially from such estimated results.

	Current Estimates	Previous Estimates (1)
Service revenues	$3,925-$3,975 million	$3,925-$4,000 million
Adjusted OIBDA (2)	$800-$850 million	Unchanged
Operating income (3)	$200-$250 million	Unchanged
Depreciation, amortization and accretion expenses, and losses on disposals and impairment of assets (3)	Approx. $600 million	Unchanged
Capital expenditures	Approx. $600 million	Unchanged

(1) Guidance as disclosed in U.S. Cellular’s Quarterly Report on Form 10-Q for the period ended June 30, 2010.

(2) Adjusted OIBDA is defined as operating income excluding the effects of: depreciation, amortization and accretion (OIBDA); the net gain or loss on asset disposals (if any); and the loss on impairment of assets (if any). This measure also may be commonly referred to by management as operating cash flow. This measure should not be confused with Cash flows from operating activities, which is a component of the Consolidated Statement of Cash Flows.

(3) The 2010 Estimated Results include estimates for Depreciation, amortization and accretion expenses and losses on disposals of assets, but do not include an estimate for losses on impairment of assets since these cannot be predicted.

U.S. Cellular management currently believes that the foregoing estimates represent a reasonable view of what is achievable considering actions that U.S. Cellular has taken and will be taking. However, the current general economic conditions have created a challenging business environment that could continue to significantly impact actual results. U.S. Cellular expects to continue its focus on customer satisfaction by delivering a high quality network, attractively priced service plans, a broad line of handsets and other products, and outstanding customer service in its company-owned and agent retail stores and customer care centers. U.S. Cellular believes that future growth in its revenues will result primarily from selling additional products and services, including data products and services, to its existing customers, increasing the number of multi‑device users among its existing customers and attracting wireless users switching from other wireless carriers, rather than by adding users that are new to wireless service. U.S. Cellular is focusing on opportunities to increase revenues, pursuing cost reduction initiatives in various areas and implementing a number of initiatives to enable future growth, including The Belief Project described above. The initiatives are intended, among other things, to allow U.S. Cellular to accelerate its introduction of new products and services, better segment its customers for new services and retention, sell additional services such as data, expand its Internet sales and customer service capabilities, improve its prepaid products and services and reduce operational expenses over the long term. The 2010 benefits and expenses associated with The Belief Project were incorporated into U.S. Cellular’s 2010 financial guidance from the beginning of the year.

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RESULTS OF OPERATIONS

Nine Months Ended September 30, 2010 Compared to Nine Months Ended September 30, 2009

Following is a table of summarized operating data for U.S. Cellular’s consolidated operations.

As of September 30, (1)	2010			2009
Total market population of consolidated operating markets (2)		46,546,000			46,306,000
Customers (3)		6,103,000			6,131,000
Market penetration (2)		13.1	%		13.2	%
Total full-time equivalent employees		8,846			8,735
Cell sites in service		7,524			7,161

For the Nine Months Ended September 30, (4)	2010			2009
Net retail customer additions (5)		6,000			(2,000	)
Net customer additions (5)		(38,000	)		(65,000	)
Average monthly service revenue per customer (6)	$	52.90		$	52.83
Postpaid churn rate (7)		1.5	%		1.6	%

(1) Amounts include results for U.S. Cellular’s consolidated operating markets as of September 30.

(2) Calculated using 2009 and 2008 Claritas population estimates for 2010 and 2009, respectively. “Total market population of consolidated operating markets” is used only for the purposes of calculating market penetration of consolidated operating markets, which is calculated by dividing customers by the total market population (without duplication of population in overlapping markets). The total market population and penetration measures for consolidated operating markets apply to markets in which U.S. Cellular provides wireless service to customers. For comparison purposes, total market population and penetration related to all consolidated markets in which U.S. Cellular owns an interest were 90,468,000 and 6.75%, and 85,118,000 and 7.20%, as of September 30, 2010 and 2009, respectively.

(3) U.S. Cellular’s customer base consists of the following types of customers:

	September 30,
	2010	2009
Customers on postpaid service plans in which the end user is a customer of U.S. Cellular (“postpaid customers”)	5,426,000	5,456,000
Customers on prepaid service plans in which the end user is a customer of U.S. Cellular (“prepaid customers”)	324,000	249,000
Total retail customers	5,750,000	5,705,000

End user customers acquired through U.S. Cellular’s agreements with third parties (“reseller customers”)	353,000	426,000
Total customers	6,103,000	6,131,000

(4) Amounts include results for U.S. Cellular’s consolidated operating markets for the period January 1 through September 30; operating markets acquired during a particular period are included as of the acquisition date.

(5) “Net retail customer additions” represents the number of net customers added to U.S. Cellular’s retail customer base through its marketing distribution channels; this measure excludes activity related to reseller customers and customers transferred through acquisitions, divestitures or exchanges. “Net customer additions” represents the number of net customers added to U.S. Cellular’s overall customer base through its marketing distribution channels; this measure includes activity related to reseller customers but excludes activity related to customers transferred through acquisitions, divestitures or exchanges.

(6) Management uses this measurement to assess the amount of service revenue that U.S. Cellular generates each month on a per customer basis. Average monthly service revenue per customer is calculated as follows:

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	Nine Months Ended September 30,
	Nine Months Ended September 30,
	2010		2009
Service revenues per Consolidated Statement of Operations (000s)	$	2,921,087	$	2,941,720
Divided by average customers during period (000s)*		6,135		6,187
Divided by number of months in each period		9		9
Average monthly service revenue per customer	$	52.90	$	52.83

* “Average customers during period” is calculated by adding the number of total customers, including reseller customers, at the beginning of the first month of the period and at the end of each month in the period and dividing by the number of months in the period plus one. Acquired and divested customers are included in the calculation on a prorated basis for the amount of time U.S. Cellular included such customers during each period.

(7) Postpaid churn rate represents the percentage of the postpaid customer base that disconnects service each month.

Components of Operating Income

Nine Months Ended September 30,		2010		2009		Change			Percentage Change
(Dollars in thousands)
Retail service		$	2,594,641	$	2,611,342	$	(16,701	)	(1	)%
Inbound roaming			185,745		191,047		(5,302	)	(3	)%
Other			140,701		139,331		1,370		1	%
	Service revenues		2,921,087		2,941,720		(20,633	)	(1	)%
Equipment sales			193,444		212,062		(18,618	)	(9	)%
	Total operating revenues		3,114,531		3,153,782		(39,251	)	(1	)%

System operations (excluding Depreciation, amortization and accretion reported below)			638,677		600,308		38,369		6	%
Cost of equipment sold			512,361		531,110		(18,749	)	(4	)%
Selling, general and administrative			1,321,720		1,274,261		47,459		4	%
Depreciation, amortization and accretion			432,405		422,707		9,698		2	%
Loss on asset disposals, net			8,407		8,641		(234	)	(3	)%
	Total operating expenses		2,913,570		2,837,027		76,543		3	%
	Operating income	$	200,961	$	316,755	$	(115,794	)	(37	)%

Operating Revenues

Service revenues

Service revenues consist primarily of: (i) charges for access, airtime, roaming, recovery of regulatory costs and value‑added services, including data products and services and long distance, provided to U.S. Cellular’s retail customers and to end users through third‑party resellers (“retail service”); (ii) charges to other wireless carriers whose customers use U.S. Cellular’s wireless systems when roaming, including long-distance roaming (“inbound roaming”); and (iii) amounts received from the USF.

Retail service revenues

The decrease in Retail service revenues in 2010 was primarily due to a significant reduction in revenues from voice services.

· The average number of customers decreased to 6,135,000 in 2010 from 6,187,000 in 2009.

· Average monthly retail service revenue per customer increased slightly to $46.99 in 2010 from $46.90 in 2009. The net increase resulted from growth in revenues from data products and services and revenues related to regulatory cost recovery, which together offset a decline in revenues from voice services. The increase in average monthly retail service revenue per customer also reflects the impact of a reduction in the number of lower revenue reseller customers.

Revenues from voice services declined year-over-year primarily due to a reduction in average voice revenue per customer. The reduction in average voice revenue per customer reflects industry competition which has resulted in lower pricing overall as well as growth in family plans and service plans with enhanced coverage areas and value (such as free incoming calls, free mobile-to-mobile and unlimited minutes). U.S. Cellular expects continued pressure on revenues from voice services in the foreseeable future due to industry competition related to service plan offerings.

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Revenues from data products and services totaled $645.4 million in 2010 and $493.2 million in 2009, and represented 22% of service revenues in 2010 compared to 17% of service revenues in 2009. Such growth, which positively impacted average monthly retail service revenue per customer, reflected customers’ continued and increasing usage of U.S. Cellular’s text, picture, and video messaging services, easy edge ^SM service and applications, premium mobile Internet services, smartphone handsets and services, and modems. In March 2010, U.S. Cellular launched new data offerings for its prepaid customers, which included picture and video messaging, ringtones, email services, and easy edge ^SM service and applications. U.S. Cellular expects that the growth in revenues from data products and services will continue as customers increasingly purchase premium and smartphone devices along with data plans and applications and utilize U.S. Cellular’s 3G network. U.S. Cellular’s 3G network covered approximately 98% of its customers as of September 30, 2010. Effective for the fourth quarter of 2010, U.S. Cellular will no longer separately disclose revenues from data products and services as the determination of such revenues is increasingly dependent on allocations of bundled service prices to multiple bundled elements.

Revenues related to regulatory cost recovery increased due to an increase in the USF contribution rates established by the FCC (most of the USF contribution revenues for amounts passed through to customers are offset by expenses as discussed below).

On October 1, 2010, U.S. Cellular launched The Belief Project, as discussed in the Overview section above. In connection with such launch, U.S. Cellular elected to early adopt the provisions of Accounting Standards Update No. 2009-13, Multiple Deliverable Revenue Arrangements—a consensus of FASB Emerging Issues Task Force (“ASU 2009-13”), as discussed in Note 3 — Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements. In accordance with ASU 2009-13, U.S. Cellular will be required to defer the recognition of revenue related to amounts billed to customers that are attributed to loyalty rewards points until such points are redeemed or expire; thus, ASU 2009-13 will impact the timing of recognition of revenue attributable to loyalty reward points beginning in the fourth quarter of 2010. Generally, the impact of this deferral is not expected to be significant to total Retail service revenues in 2010 or 2011.

Inbound roaming revenues

The decrease in Inbound roaming revenues in 2010 was primarily due to a decline in roaming revenues from the combined entity of Verizon Wireless (“Verizon”) and Alltel Corporation (“Alltel”). In January 2009, Verizon acquired Alltel. As a result of this transaction, the network footprints of Verizon and Alltel were combined. This has resulted in a decrease in inbound roaming revenues for U.S. Cellular, since the combined Verizon and Alltel entity has reduced its usage of U.S. Cellular’s network in certain coverage areas that were used by Verizon and Alltel as separate entities. U.S. Cellular anticipates that inbound roaming revenues for the full year 2010 will be flat to slightly higher than the prior year due to the positive impact of increasing minutes of use and increasing data usage from U.S. Cellular’s roaming partners, partially offset by the negative impact of decreasing rates per minute or kilobyte of use.

Equipment sales revenues

Equipment sales revenues include revenues from sales of handsets and related accessories to both new and existing customers, as well as revenues from sales of handsets and accessories to agents. All equipment sales revenues are recorded net of anticipated rebates.

U.S. Cellular’s customer retention efforts include offering new smartphones and premium handsets at discounted prices to existing customers as the expiration date of the customer’s service contract approaches. U.S. Cellular also continues to sell handsets to agents; this practice enables U.S. Cellular to provide better control over the quality of handsets sold to its customers, establish roaming preferences and earn quantity discounts from handset manufacturers which are passed along to agents. U.S. Cellular anticipates that it will continue to sell handsets to agents in the future.

The decrease in 2010 equipment sales revenues was driven by declines of 6% in average revenue per handset sold and 5% in total handsets sold. Average revenue per handset sold declined due to aggressive promotional pricing across all categories of handsets.

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Operating Expenses

System operations expenses (excluding Depreciation, amortization and accretion)

System operations expenses (excluding Depreciation, amortization, and accretion) include charges from wireline telecommunications service providers for U.S. Cellular’s customers’ use of their facilities, costs related to local interconnection to the wireline network, charges for maintenance of U.S. Cellular’s network, long-distance charges, outbound roaming expenses and payments to third‑party data product and platform developers.

Key components of the overall increase in System operations expenses were as follows:

· Maintenance, utility and cell site expenses increased $20.2 million, or 8%, driven primarily by an increase in the number of cell sites within U.S. Cellular’s network. The number of cell sites totaled 7,524 at September 30, 2010 and 7,161 at September 30, 2009, as U.S. Cellular continued to grow by expanding and enhancing coverage in its existing markets.

· Customer usage expenses increased $17.9 million, or 9%, primarily due to an increase in data usage.

U.S. Cellular expects total System operations expenses to increase on a year-over-year basis in the foreseeable future, driven by the continued growth in cell sites and data usage.

Cost of equipment sold

Cost of equipment sold decreased in 2010 primarily due to a 5% decline in total handsets sold partially offset by a slight increase in the average cost per handset.

Selling, general and administrative expenses

Selling, general and administrative expenses include salaries, commissions and expenses of field sales and retail personnel and facilities; telesales department salaries and expenses; agent commissions and related expenses; corporate marketing and merchandise management; and advertising expenses. Selling, general and administrative expenses also include bad debts expense, costs of operating customer care centers and corporate expenses.

Key components of the net increase in Selling, general and administrative expenses in 2010 were as follows:

· Selling and marketing expenses increased by $3.3 million primarily due to higher sales related expenses, partially offset by lower advertising expense and lower commissions expense reflecting fewer eligible customer additions.

· General and administrative expenses increased $44.2 million due to higher USF contributions (most of the USF contribution expenses are offset by revenues for amounts passed through to customers as discussed above); higher costs related to marketing initiatives and investments in multi-year initiatives for business support systems as described in the Overview section, and general employee related expenses. These increases were partially offset by a reduction in bad debts expense.

U.S. Cellular expects Selling, general and administrative expenses to increase on a year-over-year basis in the foreseeable future driven primarily by increases in expenses associated with acquiring, serving and retaining customers, as well as costs related to its multi-year initiatives.

Depreciation, amortization and accretion

Depreciation, amortization and accretion increased primarily due to an increase in the gross property, plant and equipment balances from 2009 to 2010.

See “Financial Resources” and “Liquidity and Capital Resources” for a discussion of U.S. Cellular’s capital expenditures.

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Components of Other Income (Expense)

Nine Months Ended September 30,	2010			2009			Change			Percentage Change
(Dollars in thousands, except per share amounts)
Operating income	$	200,961		$	316,755		$	(115,794	)	(37	)%

Equity in earnings of unconsolidated entities		74,418			73,247			1,171		2	%
Interest and dividend income		2,984			2,648			336		13	%
Interest expense		(48,918	)		(59,065	)		10,147		17	%
Other, net		(213	)		1,183			(1,396	)	>(100	)%
Total investment and other income (expense)		28,271			18,013			10,258		57	%

Income before income taxes		229,232			334,768			(105,536	)	(32	)%
Income tax expense		86,894			117,026			(30,132	)	(26	)%

Net income		142,338			217,742			(75,404	)	(35	)%
Less: Net income attributable to noncontrolling interests, net of tax		(16,858	)		(17,583	)		725		4	%
Net income attributable to U.S. Cellular shareholders	$	125,480		$	200,159		$	(74,679	)	(37	)%

Basic earnings per share attributable to U.S. Cellular shareholders	$	1.45		$	2.30		$	(0.85	)	(37	)%
Diluted earnings per share attributable to U.S. Cellular shareholders	$	1.45		$	2.29		$	(0.84	)	(37	)%

Equity in earnings of unconsolidated entities

Equity in earnings of unconsolidated entities represents U.S. Cellular’s share of net income from the entities in which it has an interest and follows the equity method of accounting. U.S. Cellular generally follows the equity method of accounting for unconsolidated entities in which its ownership interest is less than or equal to 50% but equals or exceeds 20% for corporations and 3% for partnerships and limited liability companies.

U.S. Cellular’s investment in the LA Partnership contributed $49.5 million to Equity in earnings of unconsolidated entities in 2010 and 2009.

Interest expense

Interest expense decreased year-over-year due to the redemption of U.S. Cellular’s $130.0 million, 8.75% senior notes in December 2009.

Income tax expense

See Note 5 — Income Taxes in the Notes to Consolidated Financial Statements for a discussion of income tax expense and the overall effective tax rate on Income before income taxes.

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Three Months Ended September 30, 2010 Compared to Three Months Ended September 30, 2009

Components of Operating Income

Three Months Ended September 30,		2010		2009		Change			Percentage Change
(Dollars in thousands)
Retail service		$	865,766	$	864,862	$	904		—
Inbound roaming			72,901		68,767		4,134		6	%
Other			44,836		50,289		(5,453	)	(11	)%
	Service revenues		983,503		983,918		(415	)	—
Equipment sales			77,278		73,377		3,901		5	%
	Total operating revenues		1,060,781		1,057,295		3,486		—

System operations (excluding Depreciation, amortization and accretion reported below)			218,021		205,611		12,410		6	%
Cost of equipment sold			189,291		189,354		(63	)	—
Selling, general and administrative			446,938		454,645		(7,707	)	(2	)%
Depreciation, amortization and accretion			144,717		146,052		(1,335	)	(1	)%
Loss on asset disposals, net			1,981		2,085		(104	)	(5	)%
	Total operating expenses		1,000,948		997,747		3,201		—
	Operating income	$	59,833	$	59,548	$	285		—

Operating Revenues

Retail service revenues

Retail service revenues were essentially flat in 2010 compared to 2009 as an increase in revenues from data products and services offset a decline in revenues from voice services.

· The average number of customers decreased to 6,124,000 in 2010 from 6,138,000 in 2009.

· Average monthly retail service revenue per customer increased less than 1% to $47.12 in 2010 compared to $46.97 in 2009. The net increase resulted primarily from growth in revenues from data products and services and revenues related to regulatory cost recovery, which together offset a decline in revenues from voice services. The increase in average monthly retail service revenue per customer also reflects the impact of a reduction in the number of lower revenue reseller customers.

Revenues from data products and services totaled $228.9 million in 2010 and $174.3 million in 2009, and represented 23% of total service revenues in 2010 compared to 18% of total service revenues in 2009. Such growth, which positively impacted average monthly retail service revenue per customer, reflected customers’ continued and increasing usage of U.S. Cellular’s text, picture, and video messaging services, easy edge ^SM service and applications, premium mobile Internet services, smartphone handsets and services, and modems.

Revenues related to regulatory cost recovery increased due to an increase in the USF contribution rates established by the FCC.

Inbound roaming revenues

The increase in Inbound roaming revenues in 2010 was primarily due to an increase in data roaming.

Other revenues

In August 2010, the Universal Service Administrative Company received orders from the FCC to modify the interim cap imposed in August 2008 on high-cost USF support. The adjusted interim cap reduced U.S. Cellular’s ETC revenues for the period from August 2008 through August 2010 on a retroactive basis by $5.4 million. This reduction to ETC revenues was recorded in the quarter ended September 30, 2010.

Equipment sales revenues

The increase in 2010 Equipment sales revenues was driven by an increase in average revenue per handset sold of 12% due to a shift in mix of handsets purchased by customers to handsets with expanded capabilities, such as smartphones. This was partially offset by a 7% decline in the total number of handsets sold.

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Operating Expenses

System operations expenses (excluding Depreciation, amortization and accretion)

Key components of the overall increase in System operations expenses were as follows:

· Maintenance, utility and cell site expenses increased $6.1 million, or 7%, driven primarily by an increase in the number of cell sites within U.S. Cellular’s network.

· Customer usage expenses on U.S. Cellular’s systems increased $7.5 million, or 11%, primarily due to an increase in data usage.

Cost of equipment sold

Cost of equipment sold remained essentially flat in 2010 compared to 2009 due to a decrease of 7% in total handsets sold, partially offset by a shift in the mix of handsets purchased by customers to handsets with expanded capabilities, such as smartphones, which resulted in an increase of 4% in average cost per handset sold.

Selling, general and administrative expenses

Key components of the net decrease in Selling, general and administrative expenses were as follows:

· Selling and marketing expenses increased by $3.2 million primarily due to higher sales related expenses, an increase in advertising expense, and partially offset by lower commissions expense reflecting fewer eligible customer additions.

· General and administrative expenses decreased $10.9 million due to a decrease in bad debts expense and lower employee related expenses. Partially offsetting these decreases were higher costs related to investments in marketing initiatives and multi-year initiatives for business support systems as described in the Overview section and higher USF contributions (most of the USF contribution expenses are offset by revenues for amounts passed through to customers as discussed above).

Components of Other Income (Expense)

Three Months Ended September 30,	2010			2009			Change			Percentage Change
(Dollars in thousands, except per share amounts)
Operating income	$	59,833		$	59,548		$	285		—

Equity in earnings of unconsolidated entities		23,971			23,126			845		4	%
Interest and dividend income		1,101			1,420			(319	)	(22	)%
Interest expense		(15,956	)		(19,782	)		3,826		19	%
Other, net		(620	)		905			(1,525	)	>(100	)%
Total investment and other income (expense)		8,496			5,669			2,827		50	%

Income before income taxes		68,329			65,217			3,112		5	%
Income tax expense		25,051			25,279			(228	)	(1	)%

Net income		43,278			39,938			3,340		8	%
Less: Net income attributable to noncontrolling interests, net of tax		(5,920	)		(5,606	)		(314	)	(6	)%
Net income attributable to U.S. Cellular shareholders	$	37,358		$	34,332		$	3,026		9	%

Basic earnings per share attributable to U.S. Cellular shareholders	$	0.43		$	0.40		$	0.03		8	%
Diluted earnings per share attributable to U.S. Cellular shareholders	$	0.43		$	0.39		$	0.04		10	%

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Equity in earnings from unconsolidated entities

U.S. Cellular’s investment in the LA Partnership contributed $16.1 million and $15.5 million to Equity in earnings from unconsolidated entities in 2010 and 2009, respectively.

Interest expense

Interest expense decreased year-over-year due to the redemption of U.S. Cellular’s $130.0 million, 8.75% senior notes in December 2009.

RECENT ACCOUNTING PRONOUNCEMENTS

Recent accounting pronouncements are not expected to have a significant effect on U.S. Cellular’s financial condition or results of operations except as described in Note 3 — Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements.

FINANCIAL RESOURCES

U.S. Cellular operates a capital‑ and marketing‑intensive business. U.S. Cellular utilizes cash from its operating activities, cash proceeds from divestitures, short-term credit facilities and long-term debt financing to fund its acquisitions (including licenses), construction costs, operating expenses and Common Share repurchases. Cash flows may fluctuate from quarter to quarter and year to year due to seasonality, the timing of acquisitions, capital expenditures and other factors. The table below and the following discussion in this Financial Resources section summarize U.S. Cellular’s cash flow activities in the nine months ended September 30, 2010 compared to the nine months ended September 30, 2009.

		2010			2009

(Dollars in thousands)
Cash flows from (used in):
	Operating activities	$	584,013		$	637,694
	Investing activities		(554,457	)		(368,890	)
	Financing activities		(54,675	)		(34,906	)
Net increase (decrease) in cash and cash equivalents		$	(25,119	)	$	233,898

Cash Flows from Operating Activities

The following table presents Adjusted OIBDA and is included for purposes of analyzing operating activities. U.S. Cellular believes this measure provides useful information to investors regarding U.S. Cellular’s financial condition and results of operations because it highlights certain key cash and non-cash items and their impacts on cash flows from operating activities:


		2010		2009
(Dollars in thousands)
Operating income		$	200,961	$	316,755
Non-cash items
	Depreciation, amortization and accretion		432,405		422,707
	Loss on asset disposals, net		8,407		8,641
Adjusted OIBDA (1) (2)		$	641,773	$	748,103

(1) Adjusted OIBDA is defined as operating income excluding the effects of: depreciation, amortization and accretion (OIBDA); the net gain or loss on asset disposals (if any); and the loss on impairment of assets (if any). This measure also may be commonly referred to by management as operating cash flow. This measure should not be confused with Cash flows from operating activities, which is a component of the Consolidated Statement of Cash Flows.

(2) Adjusted OIBDA excludes the net gain or loss on asset disposals and loss on impairment of assets (if any), in order to show operating results on a more comparable basis from period to period. U.S. Cellular does not intend to imply that any of such amounts that are excluded are non-recurring, infrequent or unusual and, accordingly, they may be incurred in the future.

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Cash flows from operating activities in 2010 were $584.0 million, a decrease of $53.7 million from 2009. Significant changes included the following:

· Adjusted OIBDA, as shown in the table above, decreased by $106.3 million primarily due to a decrease in operating income. See discussion in the “Results of Operations” for factors that affected operating income.

· In 2009, a $34.0 million deposit related to a pending income tax audit was paid to TDS for U.S. Cellular’s proportionate share of a deposit TDS made to the Internal Revenue Service to eliminate any potential interest expense subsequent to the deposit. The deposit was recorded as a cash outflow in Change in other assets and liabilities in the Consolidated Statement of Cash Flows in 2009.

· Income tax payments, net of refunds increased by $43.0 million to $68.4 million in 2010 from $25.4 million in 2009. This increase primarily relates to tax payments made in 2010 related to the 2009 tax year and increased tax payments made before the bonus depreciation deduction for 2010 was enacted in September 2010. U.S. Cellular expects the enactment of bonus depreciation in September 2010 to reduce current income tax expense for the year ending December 31, 2010 and income taxes payable attributable to such year by approximately $82 million. The impact of the enactment of bonus depreciation in September 2010 decreased Accrued taxes (resulting in Prepaid income taxes) and increased Net deferred income tax liability (noncurrent) by $62 million at September 30, 2010.

· Changes in accounts receivable required $46.3 million and $106.4 million in 2010 and 2009, respectively, causing a year-over-year increase in cash flows of $60.1 million. Changes in inventory provided $32.7 million in 2010 and required $4.5 million in 2009, resulting in a $37.2 million increase in cash flows. Accounts receivable and inventory balances can fluctuate significantly based on the timing of promotions.

· Changes in accounts payable required $59.2 million and $14.4 million in 2010 and 2009, respectively, causing a year-over-year decrease in cash flows of $44.7 million. Changes in accounts payable were primarily driven by payment timing differences.

Cash Flows from Investing Activities

U.S. Cellular makes substantial investments to construct and upgrade modern high quality wireless communications networks and facilities as a basis for creating long-term value for shareholders. In recent years, rapid changes in technology and new opportunities have required substantial investments in potentially revenue‑enhancing and cost-reducing upgrades of U.S. Cellular’s networks. Cash flows used for investing activities also represent cash required for the acquisition of wireless properties or licenses. Proceeds from exchanges and divestiture transactions have provided funds in recent years which have partially offset the cash requirements for investing activities; however, such sources cannot be relied upon to provide continuing or regular sources of financing.

The primary purpose of U.S. Cellular’s construction and expansion expenditures is to provide for customer and usage growth, to upgrade service and to take advantage of service‑enhancing and cost-reducing technological developments in order to maintain competitive services.

Cash used for property, plant and equipment and system development expenditures totaled $379.7 million in 2010 and $357.8 million in 2009. These expenditures were made to construct new cell sites, increase capacity in existing cell sites and switches, upgrade technology including the overlay of 3G technology in certain markets, develop new and enhance existing office systems, and construct new and remodel existing retail stores.

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Cash payments for acquisitions in 2010 and 2009 were as follows:

	2010		2009
(Dollars in thousands)
U.S. Cellular licenses	$	10,501	$	12,250
Other		—		277
Total	$	10,501	$	12,527

In 2010, U.S. Cellular invested $190.3 million in U.S. treasuries and corporate notes with maturities of greater than three months from the acquisition date. U.S. Cellular also realized proceeds of $25.3 million in 2010 related to the maturities of its investments in U.S. treasuries and corporate notes.

Cash Flows from Financing Activities

In 2010 and 2009, U.S. Cellular repurchased Common Shares at an aggregate cost of $40.5 million and $24.3 million, respectively. See Note 11 — Common Share Repurchases in the Notes to Consolidated Financial Statements for additional information related to these transactions.

Free Cash Flow

The following table presents Free cash flow. U.S. Cellular believes that Free cash flow as reported by U.S. Cellular may be useful to investors and other users of its financial information in evaluating the amount of cash generated by business operations, after capital expenditures.

		2010			2009
(Dollars in thousands)
Cash flows from operating activities	$	584,013		$	637,694
Capital expenditures		(379,692	)		(357,770	)
Free cash flow (1)	$	204,321		$	279,924

(1) Free cash flow is defined as Cash flows from operating activities less Capital expenditures. Free cash flow is a non-GAAP financial measure.

See Cash flows from Operating Activities and Cash flows from Investing Activities for details on the changes to the components of Free cash flow.

LIQUIDITY AND CAPITAL RESOURCES

At September 30, 2010, U.S. Cellular had Cash and cash equivalents, Short-term investments and Long-term investments totaling $436.2 million, as discussed in more detail below. U.S. Cellular believes that existing cash and investments balances, expected cash flows from operating activities and funds available under its revolving credit facility provide substantial liquidity and financial flexibility for U.S. Cellular to meet its normal financing needs (including working capital, construction and development expenditures, and share repurchases under its approved program) for the foreseeable future. In addition, U.S. Cellular may have access to public and private capital markets to help meet its financing needs.

Consumer spending significantly impacts U.S. Cellular’s operations and performance. Factors that influence levels of consumer spending include: unemployment rates, increases in fuel and other energy costs, conditions in residential real estate and mortgage markets, labor and health care costs, access to credit, consumer confidence and other macroeconomic factors. Changes in these and other economic factors could have a material adverse effect on demand for U.S. Cellular’s products and services and on U.S. Cellular’s financial condition and results of operations.

U.S. Cellular cannot provide assurances that circumstances that could have a material adverse effect on its liquidity or capital resources will not occur. Economic conditions, changes in financial markets or other factors could restrict U.S. Cellular’s liquidity and availability of financing on terms and prices acceptable to U.S. Cellular, which could require U.S. Cellular to reduce its construction, development, acquisition or share repurchase programs. Such reductions could have a material adverse effect on U.S. Cellular’s business, financial condition or results of operations.

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Cash and Cash Equivalents

At September 30, 2010, U.S. Cellular had $269.3 million in cash and cash equivalents, which included cash and short-term, highly liquid investments with original maturities of three months or less. The primary objective of U.S. Cellular’s cash and cash equivalents investment activities is to preserve principal. At September 30, 2010, the majority of U.S. Cellular’s cash and cash equivalents was held in money market funds that invest exclusively in U.S. Treasury securities with original maturities of less than three months or in repurchase agreements fully collateralized by such obligations. U.S. Cellular monitors the financial viability of the money market funds and direct investments in which it invests and believes that the credit risk associated with these investments is low.

Short-term and Long-term Investments

At September 30, 2010, U.S. Cellular had $120.8 million in Short-term investments and $46.2 million in Long-term investments. Short-term and Long-term investments consist of Certificates of deposit (Short-term only), U.S. treasuries and corporate notes, all of which are designated as held-to-maturity investments, and are recorded at amortized cost in the Consolidated Balance Sheet. The corporate notes are guaranteed by the Federal Deposit Insurance Corporation. For these investments, U.S. Cellular’s objective is to earn a higher rate of return on cash balances that are not anticipated to be required to meet liquidity needs in the foreseeable future, while maintaining a low level of investment risk. See Note 4 — Fair Value Measurements in the Notes to Consolidated Financial Statements for additional details on Short-term and Long-term investments.

Revolving Credit Facility

U.S. Cellular has a $300 million revolving credit facility available for general corporate purposes. At September 30, 2010, there were no outstanding borrowings and $0.2 million of outstanding letters of credit, leaving $299.8 million available for use. In connection with U.S. Cellular’s revolving credit facility, TDS and U.S. Cellular entered into a subordination agreement dated June 30, 2009 together with the administrative agent for the lenders under U.S. Cellular’s revolving credit facility. At September 30, 2010, no U.S. Cellular debt was subordinated pursuant to this subordination agreement.

U.S. Cellular’s interest cost on its revolving credit facility is subject to increase if its current credit rating from nationally recognized credit rating agencies is lowered, and is subject to decrease if the rating is raised. The credit facility would not cease to be available nor would the maturity date accelerate solely as a result of a downgrade in U.S. Cellular’s credit rating. However, a downgrade in U.S. Cellular’s credit rating could adversely affect its ability to renew the credit facility or obtain access to other credit facilities in the future.

During the third quarter of 2010, U.S. Cellular’s credit rating was downgraded from BBB+ to BBB by Fitch Ratings. As of September 30, 2010, U.S. Cellular’s credit ratings from the nationally recognized credit rating agencies including Fitch Ratings remained at investment grade.

The continued availability of the revolving credit facility requires U.S. Cellular to comply with certain negative and affirmative covenants, maintain certain financial ratios and make representations regarding certain matters at the time of each borrowing. The covenants also prescribe certain terms associated with intercompany loans from TDS or TDS subsidiaries to U.S. Cellular or U.S. Cellular subsidiaries. U.S. Cellular believes it was in compliance as of September 30, 2010 with all of the covenants and requirements set forth in its revolving credit facility. There were no intercompany loans at September 30, 2010 or 2009.

U.S. Cellular may seek to renegotiate its revolving credit facility prior to its expiration date (June 2012) if U.S. Cellular is able to obtain more favorable terms.

Long-Term Financing

U.S. Cellular had the following public debt outstanding as of September 30, 2010:

· $544,000,000 aggregate principal amount of 6.7% senior notes due December 15, 2033. U.S. Cellular may redeem such notes, in whole or in part, at any time prior to maturity at a redemption price equal to the greater of (a) 100% of the principal amount of such notes, plus accrued but unpaid interest, or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date on a semi-annual basis at the Treasury Rate plus 30 basis points.

· $330,000,000 aggregate principal amount of 7.5% senior notes due June 15, 2034. U.S. Cellular may redeem the notes, in whole or in part, at any time on or after June 17, 2009, at a redemption price equal to 100% of the principal amount redeemed plus accrued and unpaid interest.

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U.S. Cellular’s long-term debt indenture does not contain any provisions resulting in acceleration of the maturities of outstanding debt in the event of a change in U.S. Cellular’s credit rating. However, a downgrade in U.S. Cellular’s credit rating could adversely affect its ability to obtain long-term debt financing in the future. U.S. Cellular believes it was in compliance as of September 30, 2010 with all covenants and other requirements set forth in its long-term debt indenture. U.S. Cellular has not failed to make nor does it expect to fail to make any scheduled payment of principal or interest under such indenture.

The long-term debt principal payments due for the remainder of 2010 and the next four years represent less than 1% of the total long-term debt obligation at September 30, 2010. Refer to Market Risk — Long-Term Debt in U.S. Cellular’s Form 10-K for the year ended December 31, 2009 for additional information regarding required principal payments and the weighted average interest rates related to U.S. Cellular’s long-term debt.

U.S. Cellular, at its discretion, may from time to time seek to retire or purchase its outstanding debt through cash purchases and/or exchanges for other securities, in open market purchases, privately negotiated transactions, tender offers, exchange offers or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

U.S. Cellular has an effective shelf registration statement on Form S-3 that it can use to issue senior debt securities that can be used for general corporate purposes, including to finance the redemption of any of the above existing debt. The U.S. Cellular shelf registration statement permits U.S. Cellular to issue at any time and from time to time, senior debt securities in one or more offerings up to an aggregate principal amount of $500,000,000. The ability of U.S. Cellular to complete an offering pursuant to such shelf registration statement is subject to market conditions and other factors at the time.

Capital Expenditures

U.S. Cellular’s capital expenditures for 2010 are expected to be approximately $600 million. These expenditures are expected to be for the following general purposes:

· Expand and enhance U.S. Cellular’s coverage in its service areas;

· Provide additional capacity to accommodate increased network usage by current customers;

· Overlay 3G technology in certain markets;

· Enhance U.S. Cellular’s retail store network;

· Develop and enhance office systems; and

· Develop new billing and other customer management related systems and platforms.

U.S. Cellular plans to finance its capital expenditures program for 2010 using cash flows from operating activities, existing cash balances, short-term investments and, if necessary, short-term debt.

Acquisitions, Divestitures and Exchanges

U.S. Cellular assesses its existing wireless interests on an ongoing basis with a goal of improving the competitiveness of its operations and maximizing its long-term return on investment. As part of this strategy, U.S. Cellular reviews attractive opportunities to acquire additional wireless operating markets and wireless spectrum. In addition, U.S. Cellular may seek to divest outright or include in exchanges for other wireless interests those wireless interests that are not strategic to its long-term success. U.S. Cellular also may be engaged from time to time in negotiations relating to the acquisition, divestiture or exchange of companies, strategic properties or wireless spectrum. In general, U.S. Cellular may not disclose such transactions until there is a definitive agreement.

Variable Interest Entities

U.S. Cellular consolidates certain entities because they are “variable interest entities” under accounting principles generally accepted in the United States of America (“GAAP”). See Note 10 — Variable Interest Entities (VIEs) in the Notes to Consolidated Financial Statements for the details of these variable interest entities. U.S. Cellular may elect to make additional capital contributions and/or advances to these variable interest entities in future periods in order to fund their operations.

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Common Share Repurchase Program

U.S. Cellular has repurchased and expects to continue to repurchase its Common Shares subject to its repurchase program. For additional information related to the current repurchase authorization and repurchases made during 2010 and 2009, see Note 11 — Common Share Repurchases in the Notes to Consolidated Financial Statements and Item 2, Unregistered Sales of Equity Securities and Use of Proceeds.

Contractual and Other Obligations

There was no material change between December 31, 2009 and September 30, 2010 to the Contractual and Other Obligations disclosed in Management’s Discussion and Analysis of Financial Condition and Results of Operations included in U.S. Cellular’s Form 10-K for the year ended December 31, 2009 other than changes in the ordinary course of business and the commitments described below.

On August 17, 2010, U.S. Cellular and Amdocs entered into agreements to develop a Billing and Operational Support System (“B/OSS”). Amdocs will license to U.S. Cellular certain customer order and relationship management, revenue management and billing software relating to the B/OSS.

The implementation of the B/OSS licensed systems commenced in September 2010, and is expected to take approximately two years to complete. The total estimated amount to be paid to Amdocs with respect to the agreements for delivery of the B/OSS is $73 million, paid out over the period from August 2010 through September 2012. U.S. Cellular anticipates capitalizing a majority of these costs as Systems development costs and amortizing such capitalized costs over the estimated useful life of the B/OSS system. U.S. Cellular also is committed to purchase maintenance for an aggregate amount of $36.4 million over a period of seven years, beginning in 2013.

Off-Balance Sheet Arrangements

U.S. Cellular had no transactions, agreements or other contractual arrangements with unconsolidated entities involving “off-balance sheet arrangements,” as defined by Securities and Exchange Commission (“SEC”) rules, that had or are reasonably likely to have a material current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

APPLICATION OF CRITICAL ACCOUNTING POLICIES AND ESTIMATES

U.S. Cellular prepares its consolidated financial statements in accordance with GAAP. U.S. Cellular’s significant accounting policies are discussed in detail in Note 1 — Summary of Significant Accounting Policies and Recent Accounting Pronouncements in the Notes to Consolidated Financial Statements and U.S. Cellular’s Application of Critical Accounting Policies and Estimates is discussed in detail in Management’s Discussion and Analysis of Financial Condition and Results of Operations, both of which are included in U.S. Cellular’s Form 10-K for the year ended December 31, 2009. Changes to significant accounting policies are discussed in Note 3 — Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements of this Form 10-Q. There were no material changes to U.S. Cellular’s application of critical accounting policies and estimates during the nine months ended September 30, 2010.

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PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

SAFE HARBOR CAUTIONARY STATEMENT

This Form 10-Q, including exhibits, contains statements that are not based on historical facts and represent forward-looking statements, as this term is defined in the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, that address activities, events or developments that U.S. Cellular intends, expects, projects, believes, estimates, plans or anticipates will or may occur in the future are forward-looking statements. The words "believes," "anticipates," "estimates," "expects," "plans," "intends," “projects” and similar expressions are intended to identify these forward-looking statements, but are not the exclusive means of identifying them. Such forward‑looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, events or developments to be significantly different from any future results, events or developments expressed or implied by such forward‑looking statements. Such risks, uncertainties and other factors include those set forth below, as more fully discussed under “Risk Factors” in U.S. Cellular’s Form 10-K for the year ended December 31, 2009. However, such factors are not necessarily all of the important factors that could cause actual results, performance or achievements to differ materially from those expressed in, or implied by, the forward-looking statements contained in this document. Other unknown or unpredictable factors also could have material adverse effects on future results, performance or achievements. U.S. Cellular undertakes no obligation to update publicly any forward-looking statements whether as a result of new information, future events or otherwise. You should carefully consider the Risk Factors in U.S. Cellular’s Form 10-K for the year ended December 31, 2009, the following factors and other information contained in, or incorporated by reference into, this Form 10-Q to understand the material risks relating to U.S. Cellular’s business.

· Intense competition in the markets in which U.S. Cellular operates could adversely affect U.S. Cellular's revenues or increase its costs to compete.

· A failure by U.S. Cellular to successfully execute its business strategy or allocate resources or capital could have an adverse effect on U.S. Cellular’s business, financial condition or results of operations.

· A failure by U.S. Cellular’s service offerings to meet customer expectations could limit U.S. Cellular’s ability to attract and retain customers and could have an adverse effect on U.S. Cellular’s operations.

· U.S. Cellular’s systems infrastructure may not be capable of supporting changes in technologies and services expected by customers, which could result in lost customers and revenues.

· An inability to obtain or maintain roaming arrangements with other carriers on terms that are acceptable to U.S. Cellular could have an adverse effect on U.S. Cellular’s business, financial condition or results of operations.

· U.S. Cellular currently receives a significant amount of roaming revenues. As a result of consolidation of companies in the wireless industry, U.S. Cellular roaming revenues have declined significantly from amounts earned in certain prior years. Further industry consolidation and continued build outs by existing and new wireless carriers could cause roaming revenues to decline even more, which would have an adverse effect on U.S. Cellular's business, financial condition and results of operations.

· A failure by U.S. Cellular to obtain access to adequate radio spectrum to meet current or anticipated future needs and/or to accurately predict future needs for radio spectrum could have an adverse effect on U.S. Cellular’s business and operations.

· In the event that the FCC conducts auctions of additional spectrum in the future, U.S. Cellular is likely to participate in such auctions as an applicant or as a non-controlling partner in another auction applicant and, during certain periods, will be subject to the FCC’s anti-collusion rules, which could have an adverse effect on U.S. Cellular.

· Changes in the regulatory environment or a failure by U.S. Cellular to timely or fully comply with any applicable regulatory requirements could adversely affect U.S. Cellular’s financial condition, results of operations or ability to do business.

· Changes in USF funding and/or intercarrier compensation could have a material adverse impact on U.S. Cellular’s financial position or results of operations.

· An inability to attract and/or retain management, technical, sales and other personnel could have an adverse effect on U.S. Cellular’s business, financial condition or results of operations.

· U.S. Cellular’s assets are concentrated in the U.S. wireless telecommunications industry. As a result, its results of operations may fluctuate based on factors related entirely to conditions in this industry.

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· The completion of acquisitions by other companies has led to increased consolidation in the wireless telecommunications industry. U.S. Cellular’s lower scale relative to larger wireless carriers has in the past and could in the future prevent or delay its access to new products including handsets, new technology and/or new content and applications which could adversely affect U.S. Cellular's ability to attract and retain customers and, as a result, could adversely affect its business, financial condition or results of operations.

· Inability to manage its supply chain or inventory successfully could have an adverse effect on U.S. Cellular’s business, financial condition or results of operations.

· Changes in general economic and business conditions, both nationally and in the markets in which U.S. Cellular operates, could have an adverse effect on U.S. Cellular’s business, financial condition or results of operations.

· Changes in various business factors could have an adverse effect on U.S. Cellular’s business, financial condition or results of operations.

· Advances or changes in telecommunications technology, such as Voice over Internet Protocol (“VoIP”), High-Speed Packet Access, WiMAX or Long-Term Evolution (“LTE”), could render certain technologies used by U.S. Cellular obsolete, could reduce U.S. Cellular’s revenues or could increase its costs of doing business.

· U.S. Cellular could incur higher than anticipated intercarrier compensation costs.

· U.S. Cellular is subject to numerous surcharges and fees from federal, state and local governments, and the applicability and the amount of these fees are subject to great uncertainty.

· Changes in U.S. Cellular’s enterprise value, changes in the market supply or demand for wireless licenses, adverse developments in the business or the industry in which U.S. Cellular is involved and/or other factors could require U.S. Cellular to recognize impairments in the carrying value of its license costs, goodwill and/or physical assets.

· Costs, integration problems or other factors associated with developing and enhancing business support systems, acquisitions/divestitures of properties or licenses and/or expansion of U.S. Cellular’s business could have an adverse effect on U.S. Cellular’s business, financial condition or results of operations.

· A significant portion of U.S. Cellular’s revenues is derived from customers who buy services through independent agents who market U.S. Cellular’s services on a commission basis. If U.S. Cellular’s relationships with these agents are seriously harmed, its revenues could be adversely affected.

· U.S. Cellular’s investments in technologies which are unproven may not produce the benefits that U.S. Cellular expects.

· A failure by U.S. Cellular to complete significant network construction and systems implementation activities as part of its plans to improve the quality, coverage, capabilities and capacity of its network and support systems could have an adverse effect on its operations.

· Financial difficulties (including bankruptcy proceedings) of any of U.S. Cellular’s key suppliers or vendors, termination or impairment of U.S. Cellular’s relationships with such suppliers or vendors, or a failure by U.S. Cellular to manage its supply chain effectively could result in delays or termination of U.S. Cellular’s receipt of required equipment or services, or could result in excess quantities of required equipment or services, any of which could adversely affect U.S. Cellular’s business, financial condition or results of operations.

· U.S. Cellular has significant investments in entities that it does not control. Losses in the value of such investments could have an adverse effect on U.S. Cellular’s financial condition or results of operations.

· A failure by U.S. Cellular to maintain flexible and capable telecommunication networks or information technology, or a material disruption thereof, including breaches of network or information technology security, could have an adverse effect on U.S. Cellular’s business, financial condition or results of operations.

· Wars, conflicts, hostilities and/or terrorist attacks or equipment failures, power outages, natural disasters or other events could have an adverse effect on U.S. Cellular’s business, financial condition or results of operations.

· The market price of U.S. Cellular’s Common Shares is subject to fluctuations due to a variety of factors.

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· Identification of errors in financial information or disclosures could require amendments to or restatements of financial information or disclosures included in this or prior filings with the SEC.

· Restatements of financial statements by U.S. Cellular and related matters, including resulting delays in filing periodic reports with the SEC, could have an adverse effect on U.S. Cellular’s business, financial condition or results of operations.

· The existence of material weaknesses in the effectiveness of internal control over financial reporting could result in inaccurate financial statements or other disclosures or failure to prevent fraud, which could have an adverse effect on U.S. Cellular’s business, financial condition or results of operations.

· Changes in facts or circumstances, including new or additional information that affects the calculation of potential liabilities for contingent obligations under guarantees, indemnities, claims, litigation or otherwise, could require U.S. Cellular to record charges in excess of amounts accrued in the financial statements, if any, which could have an adverse effect on U.S. Cellular’s financial condition or results of operations.

· Early redemptions or repurchases of debt, issuances of debt, changes in operating leases, changes in purchase obligations or other factors or developments could cause the amounts reported under Contractual Obligations in U.S. Cellular’s Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in U.S. Cellular’s most recent Annual Report on Form 10-K, as updated by the Quarterly Reports on Form 10-Q, to be different from the amounts actually incurred.

· An increase in the amount of U.S. Cellular’s debt could subject U.S. Cellular to higher interest costs and restrictions on its financing, investing and operating activities and could decrease its net income and cash flows.

· Disruption in credit or other financial markets, a deterioration of U.S. or global economic conditions or other events, could, among other things, impede U.S. Cellular’s access to or increase the cost of financing its operating and investment activities and/or result in reduced revenues and lower operating income and cash flows, which would have an adverse effect on U.S. Cellular’s financial condition or results of operations.

· Uncertainty of access to capital for telecommunications companies, deterioration in the capital markets, other changes in market conditions, changes in U.S. Cellular’s credit ratings or other factors could limit or restrict the availability of financing on terms and prices acceptable to U.S. Cellular, which could require U.S. Cellular to reduce its construction, development or acquisition programs.

· U.S. Cellular’s credit facility and the indenture governing its senior notes include restrictive covenants that limit its operating flexibility and U.S. Cellular may be unable to service its debt or to refinance its indebtedness before maturity.

· Changes in income tax rates, laws, regulations or rulings, or federal or state tax assessments, could have an adverse effect on U.S. Cellular’s financial condition or results of operations.

· Settlements, judgments, restraints on its current or future manner of doing business and/or legal costs resulting from pending and future litigation could have an adverse effect on U.S. Cellular’s financial condition, results of operations or ability to do business.

· The possible development of adverse precedent in litigation or conclusions in professional studies to the effect that radio frequency emissions from handsets, wireless data devices and/or cell sites cause harmful health consequences, including cancer or tumors, or may interfere with various electronic medical devices such as pacemakers, could have an adverse effect on U.S. Cellular’s business, financial condition or results of operations.

· Claims of infringement of intellectual property and proprietary rights of others, primarily involving patent infringement claims, could prevent U.S. Cellular from using necessary technology to provide services or subject U.S. Cellular to expensive intellectual property litigation or monetary penalties, which could have an adverse effect on U.S. Cellular's business, financial condition or results of operations.

· There are potential conflicts of interests between TDS and U.S. Cellular.

· Certain matters, such as control by TDS and provisions in the U.S. Cellular Restated Certificate of Incorporation, may serve to discourage or make more difficult a change in control of U.S. Cellular.

· Any of the foregoing events or other events could cause customer net additions, revenues, operating income, capital expenditures and/or any other financial or statistical information to vary from U.S. Cellular’s forward-looking estimates by a material amount.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

MARKET RISK

Long-term Debt

Refer to the disclosure under Market Risk — Long-Term Debt in U.S. Cellular’s Form 10-K for the year ended December 31, 2009 for additional information regarding required principal payments and the weighted average interest rates related to U.S. Cellular’s long-term debt. There have been no material changes to such information since December 31, 2009.

See Note 4 — Fair Value Measurements in the Notes to Consolidated Financial Statements for additional information related to the fair market value of U.S. Cellular’s long-term debt as of September 30, 2010.

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

U.S. Cellular maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed in its reports filed or submitted under the Exchange Act is processed, recorded, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to U.S. Cellular’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

As required by SEC Rule 13a-15(b), U.S. Cellular carried out an evaluation, under the supervision and with the participation of management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of U.S. Cellular’s disclosure controls and procedures as of the end of the period covered by this Quarterly Report. Based on this evaluation, U.S. Cellular’s Chief Executive Officer and Chief Financial Officer concluded that U.S. Cellular’s disclosure controls and procedures were effective as of September 30, 2010, at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There were no changes in U.S. Cellular’s internal control over financial reporting during the quarter ended September 30, 2010 that have materially affected, or are reasonably likely to materially affect, U.S. Cellular’s internal control over financial reporting.

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Part II. Other Information

Item 1. Legal Proceedings

U.S. Cellular is involved or may be involved from time to time in legal proceedings before the Federal Communications Commission (“FCC”), other regulatory authorities, and/or various state and federal courts. If U.S. Cellular believes that a loss arising from such legal proceedings is probable and can be reasonably estimated, an amount is accrued in the financial statements for the estimated loss. If only a range of loss can be determined, the best estimate within that range is accrued; if none of the estimates within that range is better than another, the low end of the range is accrued. The assessment of the expected outcomes of legal proceedings is a highly subjective process that requires judgments about future events. The legal proceedings are reviewed at least quarterly to determine the adequacy of accruals and related financial statement disclosures. The ultimate outcomes of legal proceedings could differ materially from amounts accrued in the financial statements.

Item 1A. Risk Factors.

In addition to the information set forth in this Form 10-Q, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in U.S. Cellular’s Annual Report on Form 10-K for the year ended December 31, 2009, which could materially affect U.S. Cellular’s business, financial condition or future results. The risks described in this Form 10-Q and the Form 10-K for the year ended December 31, 2009 may not be the only risks that could affect U.S. Cellular. Additional unidentified or unrecognized risks and uncertainties could materially adversely affect U.S. Cellular’s business, financial condition and/or operating results. In addition, you are referred to the above Management’s Discussion and Analysis of Financial Condition and Results of Operations, particularly the section captioned “Overview — Recent Developments,” for disclosures related to the FCC’s National Broadband Plan and other developments that have occurred since U.S. Cellular filed its Form 10-K for the year ended December 31, 2009. Subject to the foregoing, U.S. Cellular has not identified for disclosure any material changes to the risk factors as previously disclosed in U.S. Cellular’s Annual Report on Form 10-K for the year ended December 31, 2009.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On November 17, 2009, the Board of Directors of U.S. Cellular authorized the repurchase of up to 1,300,000 Common Shares during the remainder of 2009 and additional repurchases of up to 1,300,000 Common Shares on an annual basis in each year thereafter, on a cumulative basis. These purchases will be made pursuant to open market purchases, block purchases, private purchases, or otherwise, depending on market prices and other conditions. This authorization does not have an expiration date.

The following table provides certain information with respect to all purchases made by or on behalf of U.S. Cellular, and any open market purchases made by any “affiliated purchaser” (as defined by the SEC), of U.S. Cellular Common Shares during the quarter covered by this Form 10-Q.

	(a)	(b)		(c)	(d)
Period	Total Number of Common Shares Purchased	Average Price Paid per Common Share		Total Number of Common Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Common Shares that May Yet Be Purchased Under the Plans or Programs
July 1 - 31, 2010	128,401	$	41.59	128,401		1,858,555
August 1 - 31, 2010	176,776		43.37	176,776		1,681,779
September 1 - 30, 2010	141,491		43.04	141,491		1,540,288
Total for or as of end of the quarter ended September 30, 2010	446,668		42.75	446,668		1,540,288

The following is additional information with respect to the foregoing authorization:

i. The date the program was announced was November 20, 2009 by Form 8-K

ii. The amount approved was up to 1,300,000 U.S. Cellular Common shares on an annual basis in 2009 and continuing each year thereafter on a cumulative basis.

iii. There is no expiration date for the program.

iv. The authorization did not expire during the third quarter of 2010.

v. U.S. Cellular did not determine to terminate the foregoing Common Share repurchase program prior to expiration, or cease making further purchases thereunder, during the third quarter of 2010.

Item 5. Other Information.

The following information is being provided to update prior disclosures made pursuant to the requirements of Form 8-K, Item 2.03 — Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

U.S. Cellular did not borrow or repay any amounts under its revolving credit facility in the third quarter of 2010. U.S. Cellular had no borrowings outstanding under its revolving credit facility as of September 30, 2010.

A description of U.S. Cellular’s revolving credit facility is included under Item 1.01 in U.S. Cellular’s Current Report on Form 8-K dated June 30, 2009 and is incorporated by reference herein.

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Item 6. Exhibits

Exhibit 10.1 — Amendment dated January 30, 2010 to Employment, Consulting and General Release Agreement dated November 3, 2009 between U.S. Cellular and Jay M. Ellison is hereby incorporated by reference to Exhibit 10 to U.S. Cellular’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2010.

Exhibit 10.2 — Terms of Letter Agreement dated May 3, 2010 between U.S. Cellular and Mary N. Dillon, is hereby incorporated by reference from Exhibit 99.2 to U.S. Cellular’s Current Report on Form 8-K dated May 6, 2010.

Exhibit 10.3 — U.S. Cellular 2005 Long-Term Incentive Plan 2010 Stock Option Award Agreement evidencing U.S. Cellular stock options granted to Mary N. Dillon on June 1, 2010 (with accelerated vesting in the event of termination without cause or for good reason), is hereby incorporated by reference from Exhibit 10.1 to U.S. Cellular’s Current Report on Form 8-K dated June 1, 2010.

Exhibit 10.4 — U.S. Cellular 2005 Long-Term Incentive Plan 2010 Restricted Stock Unit Award Agreement evidencing U.S. Cellular restricted stock units granted to Mary N. Dillon on June 1, 2010 (with accelerated vesting in the event of termination without cause or for good reason), is hereby incorporated by reference from Exhibit 10.2 to U.S. Cellular’s Current Report on Form 8-K dated June 1, 2010.

Exhibit 10.5 — U.S. Cellular 2005 Long-Term Incentive Plan 2010 Stock Option Award Agreement evidencing U.S. Cellular stock options granted to Mary N. Dillon on June 1, 2010 (without accelerated vesting in the event of termination without cause or for good reason), is hereby incorporated by reference from Exhibit 10.3 to U.S. Cellular’s Current Report on Form 8-K dated June 1, 2010.

Exhibit 10.6 — U.S. Cellular 2005 Long-Term Incentive Plan 2010 Restricted Stock Unit Award Agreement evidencing U.S. Cellular restricted stock units granted to Mary N. Dillon on June 1, 2010 (without accelerated vesting in the event of termination without cause or for good reason), is hereby incorporated by reference from Exhibit 10.4 to U.S. Cellular’s Current Report on Form 8-K dated June 1, 2010.

Exhibit 10.7 — U.S. Cellular 2010 Executive Officer Annual Incentive Plan Effective January 1, 2010, is hereby incorporated by reference from Exhibit 10.1 to U.S. Cellular’s Current Report on Form 8-K dated June 7, 2010.

Exhibit 10.8 — Master Service Agreement entered into by United States Cellular Corporation and Amdocs Software Systems Limited on August 17, 2010 to develop a Billing and Operational Support System (“B/OSS”) with a new point-of-sale system to consolidate billing on one platform.*

Exhibit 10.9 — Software License and Maintenance Agreement entered into by United States Cellular Corporation and Amdocs Software Systems Limited on August 17, 2010 to develop a Billing and Operational Support System (“B/OSS”) with a new point-of-sale system to consolidate billing on one platform.*

Exhibit 11 — Statement regarding computation of per share earnings is included herein as Note 6 — Earnings Per Share in the Notes to Consolidated Financial Statements.

Exhibit 12 — Statement regarding computation of ratio of earnings to fixed charges.

Exhibit 31.1 — Chief Executive Officer certification pursuant to Rule 13a-14 of the Securities Exchange Act of 1934.

Exhibit 31.2 — Chief Financial Officer certification pursuant to Rule 13a-14 of the Securities Exchange Act of 1934.

Exhibit 32.1 — Chief Executive Officer certification pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code.

Exhibit 32.2 — Chief Financial Officer certification pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code.

Exhibit 101.INS — XBRL Instance Document

Exhibit 101.SCH — XBRL Taxonomy Extension Schema Document

Exhibit 101.PRE — XBRL Taxonomy Presentation Linkbase Document

Exhibit 101.CAL — XBRL Taxonomy Calculation Linkbase Document

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Exhibit 101.LAB — XBRL Taxonomy Label Linkbase Document

Exhibit 101.DEF — XBRL Taxonomy Extension Definition Linkbase Document

The foregoing exhibits include only the exhibits that relate specifically to this Form 10-Q or that supplement the exhibits identified in U.S. Cellular’s Form 10-K for the year ended December 31, 2009. Reference is made to U.S. Cellular’s Form 10-K for the year ended December 31, 2009 for a complete list of exhibits, which are incorporated herein except to the extent supplemented or superseded above.

* Portions of this Exhibit have been omitted and filed separately with the Securities and Exchange Commission as part of an application for confidential treatment pursuant to the Securities Exchange Act of 1934, as amended.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		UNITED STATES CELLULAR CORPORATION
		(Registrant)

Date:	November 4, 2010		/s/ Mary N. Dillon
			Mary N. Dillon President and Chief Executive Officer (Principal Executive Officer)

Date:	November 4, 2010		/s/ Steven T. Campbell
			Steven T. Campbell Executive Vice President-Finance, Chief Financial Officer and Treasurer (Principal Financial Officer)

Date:	November 4, 2010		/s/ Kenneth R. Meyers
			Kenneth R. Meyers Chief Accounting Officer (Principal Accounting Officer)

Date:	November 4, 2010		/s/ Ljubica A. Petrich
			Ljubica A. Petrich Vice President and Controller

Signature page for the U.S. Cellular 2010 Third Quarter Form 10-Q

***Information omitted and filed separately with the Securities and Exchange Commission pursuant to a request for Confidential Treatment under Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

MASTER SERVICE AGREEMENT

THIS MASTER SERVICE AGREEMENT (this “Agreement”) is made and entered into as of this 12th day of August 2010 (the “Effective Date”) by and between United States Cellular Corporation , a Delaware corporation, having its principal offices at 8410 West Bryn Mawr, Suite 700, Chicago, Illinois 60631, its subsidiaries and affiliates (collectively referred to as “USCC”), and Amdocs Software Systems Limited , an Irish corporation, having its principal offices at First Floor, Block S, East Point Business Park, Dublin 3, Ireland (“Consultant”).

WITNESSETH:

WHEREAS , USCC and Consultant desire to provide a means by which USCC can periodically engage Consultant to perform certain strategic project, support and other services for USCC and its Affiliates through its employees, contractors and consultants; and

WHEREAS, USCC and its Affiliates desire from time to time to engage Consultant to perform certain consulting services; and

WHEREAS, Consultant desires to perform such consulting services for USCC and its Affiliates.

NOW, THEREFORE , in consideration of the foregoing and the mutual covenants and agreements contained herein, the receipt and sufficiency of which are acknowledged, the parties hereto hereby agree as follows:

1. DEFINITIONS . As used herein, the following terms shall have the following respective meanings:

1.1 “Affiliate” means an entity, which directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with, another entity. As used herein, “control” means the power to direct the management or affairs of an entity, and “ownership” means the beneficial ownership of more than 50% of the voting equity securities or other equivalent voting interests of the entity.

1.2 “Confidential Information” means with respect to a party hereto (including, with respect to USCC, its Affiliates, as applicable), this Agreement, together with all confidential business or technical information or materials of such party. Anything to the contrary notwithstanding, Confidential Information shall not include information or materials that the Receiving Party demonstrates: (a) were known to the Receiving Party prior to the Effective Date free of any obligation of nondisclosure; (b) were in the public domain

prior to the date received by a Receiving Party hereunder or which subsequently came into the public domain through no fault of the Receiving Party; (c) were lawfully received by the Receiving Party from a third party free of any obligation of nondisclosure; or (d) are or were independently developed by the Receiving Party or any of its Affiliates, employees, consultants or agents without reference to any Confidential Information of the Disclosing Party. USCC’s Confidential Information shall include the Deliverables, the USCC Materials (as defined in Section 8.2), and any Personally Identifiable Information transferred or made available by USCC to Consultant under this Agreement.

1.3 “Consultant Tools” means proprietary works of authorship that have not been created specifically for USCC, and that do not uniquely address issues related to USCC’s business practices or contain or embody Confidential Information of USCC, including without limitation computer programs, methodologies, templates, flowcharts, architecture designs, tools, specifications, drawings, sketches, models, samples, records and documentation, as well as copyrights, trademarks, service marks, ideas, concepts, know-how, techniques, knowledge or data, and any derivatives thereof, which have been originated, developed or purchased by Consultant, a Consultant Affiliate, or by third parties under contract to Consultant or to a parent or affiliated company of Consultant.

1.4 “Deliverables” means any and all documents, designs, computer programs (in both object code and source code formats), computer systems, data, computer documentation and other tangible materials authored or prepared by Consultant for USCC pursuant to a Statement of Work, including any Consultant Tools incorporated therein. Each Deliverable shall be categorized by the parties as a “Category [] Deliverable,” a “Category [] Deliverable,” a “Category [] Deliverable” or a “Category [] Deliverable” in accordance with Section 2.6(b), Exhibit H and the applicable SOW.

1.5 “Personally Identifiable Information” or “PII” means (a) information that falls within the definition of “personal information” pursuant to California SB1386 ( i.e. , an individual’s first name or first initial and last name in combination with any one or more of the following data elements, when either the name or the data elements are not encrypted: (i) social security number; (ii) driver’s license number or state identification card number; or (iii) account number, credit or debit card number, in combination with any required security code, access code, or password that would permit access to an individual’s financial account); and (b) any other personally identifiable information that constitutes “customer proprietary network information” as defined in the rules promulgated by the U.S. Federal Communications Commission. For purposes of this definition, PII does not include publicly available information that is lawfully made available to the general public from federal, state, or local government records.

1.6 “Services” means certain strategic project services, support services and other services which shall, from time to time, be rendered by Consultant for USCC pursuant to a Statement of Work.

1.7 “Statement of Work” or “SOW” means each project outline agreed to by Consultant and USCC in accordance with the terms and conditions of this Agreement, and substantially

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in the form attached hereto as Exhibit A. Statements of Work shall be executed by the parties and shall form a part of this Agreement.

2. SERVICES .

2.1 Procedures for Engagement of Services .

(a) The Services to be rendered by Consultant for USCC pursuant to this Agreement shall be engaged in the following manner. From time to time during the term of this Agreement, USCC and Consultant may enter into Statements of Work. Each Statement of Work shall include a complete and detailed description of the project which USCC wishes Consultant to undertake, including, to the extent applicable, the proposed objectives, projected staffing levels, the assumptions upon which the SOW was developed, the site or sites where the Services are to be rendered, anticipated milestones (if applicable), expected Deliverables, ramp-up and completion schedule, knowledge transfer plan, and pricing for such project. A Statement of Work shall provide specifications for Services and Deliverables to be provided thereunder (the “Specifications”). To the extent provided in a Statement of Work or otherwise agreed by the parties in writing, Consultant shall provide the Services at USCC’s facilities. When Services are provided at a USCC facility, USCC shall provide appropriate work space and other facilities such as computer support, consistent with the requirements of the Services to be provided under the Statement of Work. For the avoidance of doubt, Consultant shall not perform any Services except under an executed Statement of Work, and USCC shall be under no obligation to pay for any services performed or expenses incurred by Consultant that were not authorized in a Statement of Work.

(b) Upon execution of a Statement of Work: (i) the services described therein shall be deemed “Services” for the purposes of this Agreement, and (ii) Consultant’s provision thereof shall be subject to, and governed by, the terms and conditions of this Agreement.

2.2 Personnel .

(a) While at a USCC facility, Consultant’s personnel and agents shall comply with reasonable requests and standard procedures and policies of USCC, including (i) USCC’s safety and security rules and other rules applicable to those working in the facility, (ii) USCC’s policies concerning access to and security of any USCC computer system and USCC data to which Consultant may have access, and (iii) USCC’s Consultant Code of Business Conduct attached hereto as Exhibit B; provided , that USCC has provided Consultant with copies of such rules and policies, and any other policies communicated to Consultant in writing regarding personal and professional conduct generally applicable to USCC’s facility. Such

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personnel and agents will conduct themselves in a businesslike manner. Consultant shall have a reasonable period of time to become compliant with any requests, policies and procedures provided to Consultant.

(b) If USCC determines in good faith that a particular Consultant employee or agent (i) is not conducting him or herself in accordance with Section 2.2(a), or (ii) is not performing the Services in a satisfactory manner as described in this Agreement and the applicable Statement of Work, USCC may provide Consultant with notice thereof and Consultant shall, at USCC’s reasonable request and upon USCC’s prior written notice, remove and replace such individual. Prior to such removal and replacement of any individual pursuant to clause (ii) of this Section 2.2(b), the Agreement Managers will use good faith efforts to agree upon (I) ways to improve the performance of such Consultant’s employee or agent, and (II) a reasonable cure period not to exceed fourteen days. USCC reserves the right to deny access to its premises to any such individual on reasonable advance notice to Consultant.

(c) Except to the extent provided in a Statement of Work or otherwise agreed by the parties in writing, all Consultant personnel performing the Services at or near USCC’s facilities shall be based in that vicinity, and USCC shall not be responsible for any travel, mileage or living expenses with respect to such personnel.

(d) Each party shall designate (i) one manager (each, an “Agreement Manager”) who shall be responsible for implementing this Agreement and for providing timely management decisions as required relating to this Agreement, and (ii) for each Statement of Work, one project manager (each, a “Project Manager”) who shall be responsible for providing timely management decisions as required relating to such Statement of Work. Any Agreement Manager or Project Manager may be replaced from time to time by the designating party upon written notice to the other party.

2.3 Schedule . A SOW may contain a time schedule for completion of the Services required thereunder (the “Schedule”). Unless otherwise specified in a SOW, USCC and Consultant expressly acknowledge and agree that, subject to Section 2.5, all Schedules are firm or fixed performance dates, and Consultant shall complete such Services in accordance with the Schedule. Any changes to the Schedule shall be made in accordance with Section 2.4.

2.4 Changes to SOW . Each party may request changes that affect the scope or duration of the Services relating to any Statement of Work, including changes in the Specifications and Deliverables. Each party also may request a change in the Schedule without changing the scope of the applicable Statement of Work. If a party requests any such change, Consultant shall notify USCC if it believes that an adjustment in the fees to be paid to Consultant with respect to the applicable Statement of Work, or an adjustment to

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the applicable Schedule, is required. The parties shall then negotiate in good faith a reasonable and equitable adjustment in each or any of the applicable fees, Deliverables, Services, Schedule or Specifications. Consultant shall continue to perform pursuant to the existing Statement of Work, and neither party shall be bound by any change requested by the other party, until such change has been accepted in writing by the other party.

2.5 USCC Obligations . USCC’s obligations in connection with a particular engagement, if any, shall be set forth in the applicable Statement of Work. USCC shall cooperate with Consultant in the performance of the Services hereunder, including, without limitation, providing Consultant with reasonable facilities (including its computer and communications networks, office space, and work facilities), and a VPN connection to allow Consultant remote access to USCC, and timely access to data, information and personnel of USCC, as reasonably necessary, at no charge, and USCC acknowledges and agrees that Consultant’s performance is dependent in part upon the timely and effective satisfaction of USCC’s responsibilities hereunder and timely decisions and approvals of USCC in connection with the Services. USCC acknowledges that when a Statement of Work provides that USCC’s personnel are to work with Consultant’s personnel in connection with an engagement, USCC’s failure to assign USCC personnel having skills commensurate with their role with respect to such engagement could adversely affect Consultant’s ability to provide the Services. Consultant shall be entitled to rely on all decisions and approvals of USCC in connection with the Services. To the extent that (a) Consultant fails to meet its obligations with respect to milestone or delivery dates, or a fixed fee engagement will extend longer than anticipated in the relevant Statement of Work, and (b) the conditions described in clause (a) are due to USCC’s failure to perform its responsibilities described in the Statement of Work, Consultant shall not be deemed to be in breach of this Agreement, and the Schedule shall be amended to account for any delays to the extent caused by USCC’s failure.

2.6 Proprietary Rights .

(a) Notwithstanding anything to the contrary contained herein, the following provisions of this Section 2.6(a) shall apply solely with respect to Services and Deliverables (including Consultant Tools) that are provided in connection with (I) Consultant’s software that was licensed to USCC on or before the Effective Date; (II) any of Consultant’s software products that were known as of the Effective Date as “Ensemble” products and were licensed to USCC thereafter; and (III) any derivative works created by Consultant for USCC based upon the items described in the preceding clause (I) or (II).

(i) Except with respect to Consultant Tools, as between USCC and Consultant, upon payment by USCC for the applicable Deliverables, USCC shall own all right, title, and interest, including, without limitation, all copyright, patent, trademark, trade secret and any other intellectual property and proprietary rights, to the Deliverables. Consultant may use the Deliverables solely in connection with its performance of the Services. The Deliverables constitute work specially ordered and commissioned for

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use as contribution to a collective work and is work made for hire pursuant to U.S. copyright law. If any Deliverable, or any portion thereof, is not considered a work made for hire, or if Consultant may be entitled to claim any other ownership interest in a Deliverable, Consultant transfers, grants, conveys, assigns, and relinquishes exclusively to USCC all of Consultant’s worldwide right, title and interest in and to such Deliverables, under patent, copyright, trade secret and trademark law, in perpetuity or for the longest period otherwise permitted by law. Consultant shall perform, at USCC’s expense, any acts that may be deemed necessary or desirable by USCC to evidence more fully transfer of ownership of the Deliverables to USCC.

(ii) USCC acknowledges that as part of Consultant’s provision of the Services hereunder, Consultant may utilize Consultant Tools. Consultant Tools shall remain solely and exclusively the property of Consultant.

(iii) Upon payment by USCC for the applicable Deliverable that incorporates any Consultant Tools, to the extent that Consultant incorporates any of Consultant Tools into the Deliverables (which Consultant shall do only in accordance with the applicable Statement of Work), Consultant hereby grants to USCC a worldwide, perpetual, royalty-free, nonexclusive, internal use, right and license to use, modify, display, perform and reproduce Consultant Tools (in both source code and object code formats), and to prepare derivative works based on Consultant Tools, solely in connection with USCC’s use, operation, modification, enhancement and maintenance of the Deliverables, and, subject to Section 4, to authorize its agents, subcontractors or employees to do any or all of the foregoing. Additionally, USCC may transfer its license to, or may sublicense, Consultant Tools to the extent that such Consultant Tools are incorporated into a Deliverable, if USCC transfers or sublicenses such Deliverable. Notwithstanding the foregoing, USCC shall not: (i) license, sublicense, or disclose to any third party any Consultant Tools except as incorporated into a Deliverable; (ii) utilize or disclose Consultant Tools as independent programming, development tools or templates; or (iii) translate, decompile, disassemble or reverse engineer all or any part of Consultant Tools (nor permit any third party to do the same).

(iv) Any assignment of ownership rights or license rights in the Deliverables pursuant to this Section 2.6(a) shall be deemed to occur upon payment by USCC of the fees and charges directly attributable to that particular Deliverable, whether or not the particular Statement of Work has been completed; provided , however , that USCC may use such Deliverables prior to such payment for purposes of this Agreement, including acceptance testing, as described in Section 2.7.

(v) Consultant may use any USCC Materials only for purposes of performing the Services hereunder. Except as set forth in the foregoing sentence, all

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right, title and interest in and to the USCC Materials are reserved by USCC. Except as expressly granted herein, nothing in this Agreement shall be construed as conferring any right, title, interest or license by implication, estoppel or otherwise with respect to the USCC Materials upon Consultant.

(vi) Notwithstanding the right of USCC to ownership of the Deliverables as set forth in this Section, Consultant retains the right to redevelop similar Deliverables for itself and for other customers of Consultant where such development does not include the actual Deliverable developed for USCC as aforesaid.

(b) Notwithstanding anything to the contrary contained herein, the following provisions of this Section 2.6(b) shall apply solely with respect to Services and Deliverables (including Consultant Tools) that are provided in connection with (I) Consultant’s software that was licensed to USCC after the Effective Date; (II) any of Consultant’s software products that were known as of the Effective Date as other than “Ensemble” products and were licensed to USCC thereafter; and (III) any derivative works created by Consultant for USCC based upon the items described in the preceding clause (I) or (II).

(i) Any intellectual property that is created by Consultant for, or in connection with, such software as part of the Services shall vest with (I) Consultant, or (II) Consultant and USCC, in accordance with the following, except as otherwise agreed and specified in the applicable SOW:

(A) Category [***] Deliverables (as defined in Exhibit H and the applicable SOW) – All intellectual property rights in such Deliverables shall vest with Consultant. Consultant hereby grants to USCC a royalty-free license to use such Deliverables in conjunction with, and otherwise in accordance with, the same license terms as the license granted by Consultant to USCC to Consultant’s proprietary software products to which such Deliverable relates.

(B) Category [] Deliverables (as defined in Exhibit H and the applicable SOW) – Consultant hereby irrevocably transfers and assigns to USCC an equal, undivided, one-half (l/2) interest (provided that USCC’s interest shall be restricted in the case of Category [] Deliverables as set forth in Section 2.6(b)(i)(B)(I)) in all intellectual property rights in Category [] Deliverables, except with respect to Consultant Tools, without an obligation to account to Consultant for any exploitation of such jointly-owned Category [] Deliverables. USCC hereby acknowledges that upon such transfer and assignment by Consultant, Consultant

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retains all right, title and interest in and to an equal, undivided, one-half (l/2), unrestricted interest in all intellectual property rights in Category [] Deliverables, without an obligation to account to USCC for any exploitation of such jointly-owned Category [] Deliverables.

(I) Each Category [] Deliverable shall be further classified either as a Category [] Deliverable or a Category [***] Deliverable as agreed upon by the parties and set forth in the SOW.

(II) In addition to any other restrictions and limitations applicable to Category [] Deliverables in general or applicable to Category [] Deliverables, USCC’s interest in Category [***] Deliverables shall be subject to the restrictions set forth in Section 4.1(f).

(C) Category [] Deliverables (as agreed and specified in the applicable SOW) – All intellectual property rights in such Category [] Deliverables, except with respect to Consultant Tools, shall vest with USCC subject to any rights as expressly provided to Consultant in this Section 2.6(b)(i)(C) and/or the applicable SOW. Consultant may use such Deliverables solely in connection with its performance of the Services. Notwithstanding the right of USCC to ownership of such Deliverables, Consultant retains the right to redevelop and unrestricted rights to use, transfer or otherwise exploit similar Deliverables for itself and for other customers of Consultant where such development does not include the actual Category [***] Deliverable developed for USCC.

(ii) USCC acknowledges that as part of Consultant’s provision of the Services in connection with such software, Consultant may utilize Consultant Tools, which shall remain solely and exclusively the property of Consultant. Upon payment by USCC for any applicable Deliverable that incorporates any Consultant Tools, to the extent that Consultant incorporates any of Consultant Tools into the Deliverables (which Consultant shall do only in accordance with the applicable Statement of Work), Consultant hereby grants to USCC a worldwide, perpetual, royalty-free, nonexclusive, internal use, right and license to use, modify, display, perform and reproduce Consultant Tools (in both source code and object code formats), and to prepare derivative works based on Consultant Tools, solely in connection with USCC’s use, operation, modification, enhancement and maintenance of the Deliverables, and, subject to Section 4, to authorize its agents, subcontractors or employees to do any or all of the foregoing. Additionally, USCC may transfer its license to, or may sublicense, Consultant Tools to the extent that such Consultant Tools are incorporated into a Deliverable, if USCC transfers or sublicenses such

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Deliverable. Notwithstanding the foregoing, USCC shall not: (i) license, sublicense, or disclose to any third party any Consultant Tools except as incorporated into a Deliverable; (ii) utilize or disclose Consultant Tools as independent programming, development tools or templates; or (iii) translate, decompile, disassemble or reverse engineer all or any part of Consultant Tools (nor permit any third party to do the same).

(iii) Consultant may use any USCC Materials only for purposes of performing the Services hereunder. Except as set forth in the foregoing sentence, all right, title and interest in and to the USCC Materials are reserved by USCC. Except as expressly granted herein, nothing in this Agreement shall be construed as conferring any right, title, interest or license by implication, estoppel or otherwise with respect to the USCC Materials upon Consultant.

(iv) Subject to Section [***], Consultant, on behalf of itself and its suppliers, reserves all proprietary rights in and to (A) all designs, engineering details and other data pertaining to the Services related to such software, and (B) all original works, computer programs, discoveries, inventions, patents, know-how, and techniques arising out of the Services done wholly or in part by Consultant or its contractors. Performance by Consultant of the Services will not be deemed to create works-for-hire but will instead be subject to this Section 2.6(b).

2.7 Acceptance of Services and Deliverables . USCC, with Consultant’s cooperation and assistance, may conduct acceptance tests to verify whether the Services and/or Deliverables substantially conform to the applicable Specifications as and to the extent and during the time period (the “Acceptance Period”) specified in the applicable Statement of Work. If USCC notifies Consultant of any material non-conformities with the Specifications in any of the Services or Deliverables (collectively “Non-conformities”) in writing within the applicable Acceptance Period, Consultant shall promptly correct such Non-conformities at its own expense and shall notify USCC when the corrections are complete. USCC then shall have the right to test the corrected Services or Deliverables, as upon the initial completion of the applicable Services or Deliverables. USCC and Consultant may agree in a Statement of Work that certain Non-conformities will be corrected after acceptance of a Service or Deliverable during the post-implementation period. If USCC does not notify Consultant of any material Non-conformities within the Acceptance Period, or if USCC commences commercial use of the Services or Deliverables in connection with bills sent or other services provided to USCC subscribers (“Commercial Use”), USCC shall be deemed to have accepted the Services or Deliverables. USCC may, subject to Section 11.17, terminate the Services under a Statement of Work if Consultant fails to correct a Non-conformity with respect to such Statement of Work within sixty (60) days (the “Correction Period”) after the later to occur of the following: (a) Consultant’s receipt of written notice from USCC of such Non-Conformity, or (b) Consultant’s receipt of written notice from USCC that USCC will terminate the Services if such Non-conformity is not corrected. In such event, Consultant shall refund the fees and expenses paid by USCC to Consultant for: (i) the

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Non-conforming Services or Deliverables under such Statement of Work, and (ii) any other Services or Deliverables that were previously paid for in whole or in part by USCC under such Statement of Work (the “Initial Services or Deliverables”) in which the Initial Services or Deliverables were identified as being part of an aggregated Deliverable (the “Aggregated Deliverable”) comprising additional components or phases, including the Non-conforming Services or Deliverables, that were intended to be used together, and provided that: (A) the Non-conforming Services or Deliverables were identified in such Statement of Work as being parts of the Aggregated Deliverable; (B) the value to USCC of the Initial Services or Deliverables is materially diminished because such Initial Services or Deliverables will not be part of the Aggregated Deliverable; (C) the Initial Services or Deliverables have been in Commercial Use for less than one hundred (100) days; and (D) USCC ceases Commercial Use of the Initial Services or Deliverables at or before the end of the Correction Period and returns to Consultant the Deliverables that are part of such Initial Services or Deliverables. The foregoing shall be USCC’s sole remedy for such Non-conformity.

2.8 Replacement of Personnel .

(a) If any Consultant employee or agent performing Services hereunder solely at USCC’s site is replaced (i) for the reasons set forth in Section 2.2(b)(i), or (ii) by Consultant other than at USCC’s direction, the choice of replacement personnel shall be subject to USCC’s approval, which will not be unreasonably withheld. In addition, Consultant shall not charge USCC for activities relating to required knowledge transfer to the replacement and otherwise preparing the replacement to perform Services at USCC’s site.

(b) If USCC requests that any Consultant employee or agent be replaced within one week after such employee or agent begins performing Services hereunder for the reasons set forth in Section 2.2(b)(ii), and such employee or agent is replaced, then Consultant shall not charge USCC for any Services performed by or expenses incurred by such replaced employee or agent.

2.9 USCC Affiliates . During the term of this Agreement, if any USCC Affiliate desires to engage Consultant to perform Services hereunder, such USCC Affiliate may enter into a Statement of Work hereunder. Any such Statement of Work shall create contractual rights and obligations solely between such USCC Affiliate and Consultant.

3. FEES AND EXPENSES .

3.1 Service Fees . Subject to Sections 3.2 and 3.3, USCC shall pay Consultant for the provision of Services in accordance with the schedule of fees and charges set forth in the applicable Statement of Work. Consultant’s current time and materials rates for Services are specified in Exhibit I hereto. Subject to the foregoing sentence and USCC’s obligations to provide facilities and equipment for Consultant’s use, at no cost to Consultant, in accordance with this Agreement and the applicable Statement of Work,

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Consultant shall furnish all labor, materials, services and equipment, and shall perform all of the Services, solely at Consultant’s cost and expense. Without right to reimbursement from USCC, Consultant shall pay or cause to be paid all contributions, payments, taxes and deductions for social security, old age retirement benefits, unemployment insurance, and annuities, pension or welfare fund payments required by any labor union or by any governmental body, and all withholding taxes, measured by or related to the wages, salaries or other compensation paid to persons employed or engaged by Consultant in connection with the performance of such Services under this Agreement. Consultant shall comply with all laws and regulations in connection with the foregoing.

3.2 Time Entry . Consultant shall cause all Consultant personnel performing Services hereunder on a time and materials basis to enter the time they spend performing such Services into a USCC-provided time entry system, set forth in the applicable Statement of Work, or via any other USCC-defined method set forth in the applicable Statement of Work, on a weekly basis. Notwithstanding anything to the contrary herein, USCC shall not be required to pay any hourly fees associated with Services to the extent that the time spent performing such Services has not been entered into such time entry system within 30 days after the performance thereof.

3.3 Service Fee . Except as otherwise provided in a Statement of Work, Consultant agrees and acknowledges that, to the extent agreed by Consultant and USCC’s vendor management service provider (the “VMSP”) and to the extent that Consultant is required by USCC to use the services of such VMSP, USCC shall deduct from Consultant’s fee a certain percentage of the fees incurred for Services performed hereunder (other than expenses) and will instead use such deducted amounts to subsidize the cost of services provided to USCC by such VMSP.

3.4 Expenses . USCC shall reimburse Consultant for its reasonable out-of-pocket costs and expenses specifically authorized in the applicable Statement of Work or otherwise authorized in advance in writing by USCC in connection with the Services and in accordance with the reimbursement policy summarized in Exhibit E. Consultant shall submit a weekly expense report (including documentation of all reported expenses) to USCC, in the manner set forth in the applicable Statement of Work, detailing expenses incurred no earlier than two weeks prior to the date of such report. Consultant shall provide documentation of all expenses for which Consultant requests reimbursement on a monthly basis in accordance with the agreed reimbursement policy, prior to the generation of any invoice on which such expenses are listed. Notwithstanding anything to the contrary herein, USCC shall not be required to reimburse Consultant for any expenses to the extent that Consultant has not presented an expense report verifying such expenses within 45 days after such expenses were incurred.

3.5 Records; Audit . Consultant shall maintain adequate records of the fees and expenses charged to USCC with respect to the Services under each Statement of Work for at least two (2) years after completion of the applicable Statement of Work. Consultant shall make such records available to USCC during normal business hours and at agreed-upon times upon (a) written notice of not less than 60 days in the case of USCC’s internal auditors, or (b) for all other auditors ( e.g. , external, governmental, etc.), written notice as

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long in advance as reasonably practicable. Consultant shall cooperate in any audit of such records that USCC may undertake; provided , however , that any such audit shall be solely at USCC’s cost and expense. If, as a result of such audit, it is determined that Consultant has overcharged USCC, USCC shall notify Consultant of the amount of such overcharge, and Consultant shall credit to USCC the amount of such overcharge. If any audit reveals discrepancies equal to or greater than 5% for the period of time audited, Consultant shall reimburse USCC for all reasonable out of pocket costs related to the audit. No such audit may occur more than once in any 12-month period unless USCC needs to do so for purposes for defending itself or its Affiliates with respect to litigation or threatened litigation.

3.6 Payment Terms . Invoices for the Services shall be generated as described in the applicable Statement of Work every thirty (30) days for time and materials engagements or at agreed upon milestones or period payment dates for fixed price engagements, as set forth in the relevant Statement of Work, with any credit balance to be applied to any amounts due Consultant by USCC or refunded, as the case may be. If generated by Consultant, invoices shall be mailed to USCC at the address set forth in Section 11.7 hereof and shall include documentation of all expenses for which Consultant requests reimbursement in such invoice. All payments of undisputed fees and reimbursements of expenses/materials costs by USCC to Consultant shall be made within thirty (30) days after USCC’s receipt or USCC’s generation of the applicable invoice. If USCC or Consultant believes that any adjustments to any invoices are necessary, it shall give written notice to the other party, detailing the nature and basis of the requested adjustment, within ten (10) days after the disputing party’s receipt of such invoice. USCC has the right to withhold any amounts that are the subject of a good-faith dispute. Consultant shall continue to perform the Services during the resolution of any such dispute. The parties shall negotiate in good faith to resolve any dispute relating to an invoice within twenty (20) days after a party has notified the other party of such a dispute. Consultant may assess interest on past due amounts at the lesser of 12% per annum or the maximum interest rate allowed by law; provided , however , at least three business days prior to assessing any such interest, Consultant shall notify USCC in writing (which may occur via electronic mail) that Consultant has not yet received the applicable payment, and Consultant shall not assess any such interest if USCC tenders payment prior to the end of such three business day period.

3.7 Taxes . Except as otherwise expressly set forth in this Agreement or the applicable SOW, USCC and Consultant shall be responsible for the timely reporting and payment of all taxes legally applicable to and assessable on USCC and Consultant, respectively, in connection with this Agreement including (a) sales, use, excise, value-added, business, service, goods and services, consumption, and other similar taxes; (b) withholding and employment-related taxes and fees; (c) franchise and property taxes; (d) customs and duties and other ad valorem taxes and government fees; and (e) its own income taxes. In this regard, however:

(a) USCC shall bear the burden of United States federal, state and local sales, use and similar taxes imposed on USCC’s purchase/use of Consultant’s property and USCC’s receipt of Consultant’s services (“U.S.

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Transaction Taxes”). U.S. Transaction Taxes that the Consultant is required to collect shall be separately stated on Consultant’s invoices and will be in addition to other charges.

(b) Consultant shall bear the burden of all other foreign and United States taxes imposed in connection with the transactions contemplated by this Agreement other than (i) U.S. Transaction Taxes, (ii) withholding and employment-related taxes and fees of individuals not considered Consultant’s employees or subcontractors under this Agreement, and (iii) USCC’s own United States (federal, state, and local) franchise, property and income taxes.

(c) USCC may withhold from any payments due Consultant and remit to the relevant taxing jurisdictions any tax required by law to be withheld and remitted. If Consultant supplies USCC with the correct federal income tax form that properly claims complete exemption from U.S. withholding tax under a treaty and such federal income tax form is true, complete and accurate in all respects, USCC does not intend to withhold such tax. However, if USCC does not withhold based on exemption information provided by Consultant in accordance with this Section or Section 3.7(e), Consultant shall remain responsible for any such non-withheld taxes later assessed against USCC. If USCC intends to withhold despite information provided by Consultant in accordance with this Section or Section 3.7(e), USCC shall provide to Consultant a written explanation in sufficient detail for Consultant to understand the justification for such withholding.

(d) Each party shall promptly reimburse the other party for any tax paid by that other party but for which that first party is to bear the burden.

(e) The parties shall cooperate in good faith to minimize taxes to the extent legally permissible including, without limitation, the timely provision to the other party of any resale exemptions, multiple points of use certificates, treaty certifications and other exemption information reasonably requested by the other party.

(f) Except as provided in Section 3.7(g), as used in this Section 3.7, the word “tax” or “taxes” includes interest imposed thereon and penalties imposed with respect thereto.

(g) Notwithstanding the foregoing: (i) USCC will not bear the burden of interest and penalties resulting from Consultant’s failure to withhold taxes or to charge USCC taxes or from Consultant’s failure to timely and properly file any related tax or other jurisdictional filings except where such failure is due to an action or inaction by USCC; and (ii) Consultant will not bear the burden of interest and penalties resulting from USCC’s failure to withhold taxes or to charge Consultant taxes or from USCC’s

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failure to timely and properly file any related tax or other jurisdictional filings except where such failure is due to an action or inaction by Consultant.

4. CONFIDENTIALITY .

4.1 Nondisclosure of Confidential Information .

(a) All Confidential Information supplied by a party (the “Disclosing Party”) to the other party (the “Receiving Party”) shall remain solely and exclusively the property of the Disclosing Party. Except as expressly authorized herein or by prior written consent of the Disclosing Party, which consent may be withheld in the Disclosing Party’s sole discretion, the Receiving Party shall not use or disclose to any third party any of the Disclosing Party’s Confidential Information.

(b) The Receiving Party shall only disclose the Disclosing Party’s Confidential Information to those of its Affiliates and their respective employees and individuals providing services to Receiving Party, agents, representatives and consultants ( i.e. , individuals providing services for the Receiving Party on an independent contractor basis (each an “Independent Contractor”), as opposed to personnel of a third-party vendor, other than a staffing agency, that provides services for the Receiving Party) who have a need to know it for the purposes of this Agreement and who have executed a written nondisclosure agreement containing terms substantially similar to this Section 4 regarding such Confidential Information (or, with respect to the Receiving Party’s employees and those of its Affiliates, are otherwise subject to terms substantially similar to this Section 4 regarding such Confidential Information). The Receiving Party shall protect the Confidential Information of the Disclosing Party with the same level of care with which it protects its own Confidential Information, but in no event with less than reasonable care.

(c) Each party shall be responsible for any unauthorized use or disclosure of any the other party’s Confidential Information received by it and its Affiliates and their respective employees and Independent Contractors ( i.e. , individuals).

(d) Other vendors of USCC who will have access to Consultant’s Confidential Information will first sign a nondisclosure agreement with Consultant substantially in the form attached hereto as Exhibit C1. (If Consultant will have access to the vendor’s confidential information, Consultant and such vendor will instead sign the mutual nondisclosure agreement substantially in the form attached hereto as Exhibit C2.)

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(e) If such vendor is a Consultant Competitor (as defined in Exhibit F hereto), USCC will not provide to such vendor any Category [] Deliverable (as defined in Exhibit H and the applicable SOW) for a period of [] following commencement of Consultant’s Services for the development of such Deliverable. USCC will also sign a confidentiality and nondisclosure agreement with such Consultant Competitor that limits such Consultant Competitor’s use of Consultant’s Confidential Information to supporting USCC’s use of the Deliverables hereunder.

(f) With respect to the Category [***] Deliverables, a Consultant Competitor may be provided access to such Deliverables subject to the following restrictions: (i) such access shall be used solely for purposes of providing services for USCC and shall be provided only to individuals who have a need for such access in order to provide services for USCC; (ii) such Deliverables shall reside exclusively on USCC’s network; (iii) such Consultant Competitor shall be limited to accessing such Deliverables either via direct access to USCC’s network or via VPN-like technology; and (iv) such Consultant Competitor shall have agreed not to replicate such Deliverables locally and otherwise not to remove such Deliverables from USCC’s network. USCC shall remain primarily liable for any violation by such Consultant Competitor of any of the foregoing terms or conditions in this Section 4.1(f). In the event of such violation, Consultant shall be entitled to all remedies available at law and equity including termination of any affected license. In addition, notwithstanding anything to the contrary in this Agreement, USCC will indemnify Consultant for any damages incurred by Consultant as a result of such violation by such Consultant Competitor of any of the foregoing terms or conditions in this Section 4.1(f).

4.2 Required Disclosures . Notwithstanding the foregoing, the Receiving Party may disclose the Disclosing Party’s Confidential Information to the extent that the Receiving Party is required by any applicable governmental authority to do so; provided , however , that in such event, to the extent permitted by applicable law, the Receiving Party shall notify the Disclosing Party and shall cooperate with the Disclosing Party in any attempt to contest or limit such required disclosure, solely at the Disclosing Party’s cost and expense. Notwithstanding the foregoing, the parties intend to file with the U.S. Securities and Exchange Commission a jointly-redacted version of this Agreement along with a request for confidential treatment thereof, and each party will continue to treat such redacted terms as the Confidential Information of the other.

5. TERM AND TERMINATION .

5.1 Term . This Agreement shall commence on the Effective Date and shall continue in full force and effect until terminated in accordance with Section 5.2.

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5.2 Termination .

(a) USCC or Consultant may terminate this Agreement and all Statements of Work hereunder, immediately upon written notice of termination, in the event of a material breach of this Agreement by the other party, if such breach continues uncured for a period of sixty (60) days after written notice of such breach, subject to Section 11.17; provided , however , that USCC or Consultant, as applicable, may also choose to terminate only the Statement of Work related to the applicable breach.

(b) USCC or Consultant may terminate this Agreement and all Statements of Work hereunder, immediately upon written notice of termination to the other party, in the event the other party: (i) becomes insolvent; (ii) makes an assignment for the benefit of creditors; (iii) files a voluntary bankruptcy petition; (iv) acquiesces to any involuntary bankruptcy petition; or (v) is adjudicated bankrupt.

(c) USCC or Consultant may terminate this Agreement for any or no reason upon thirty (30) days written notice to the other party, provided that there are no then-current Statements of Work.

(d) Unless otherwise provided in a Statement of Work or otherwise agreed by the parties in writing, USCC may terminate any Statement of Work for any or no reason upon written notice to Consultant at least 45 days prior to the effective date of such termination.

(e) Either party may terminate a Statement of Work in accordance with Section 2.7 or 11.4.

5.3 Consequences of Termination .

(a) Prior to the effective date of such termination, a final invoice including all fees and charges for Services performed and expenses incurred prior to and including the effective date of termination shall be generated as set forth in each applicable Statement of Work, and USCC shall pay such bill in accordance with Section 3.6. For Statements of Work to be performed for a fixed fee, unless otherwise set forth in such Statement of Work, USCC shall be invoiced and shall pay for fees and expenses relating to: (i) Deliverables and other milestones, each to the extent accepted in accordance with Section 2.7, plus (ii) for each partially completed Deliverable, an amount equal to the product of (A) the percentage of completion of such partially-completed Deliverable stated as a decimal, multiplied by (B) the fees set forth in the Statement of Work for such Deliverable if such Deliverable had been completed.

(b) If USCC wishes to terminate a Statement of Work upon less than 30 days notice (or such notice as is otherwise set forth in the applicable Statement of Work), USCC shall pay: (i) for, time and materials

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engagements, a fee equal to the aggregate amount that Consultant’s personnel performing the applicable Statement of Work would have billed during each day of the Short Notice Period; or (ii) for fixed fee engagements, the greater of (A) the time and materials that Consultant’s personnel performing the applicable Statement of Work would have billed during each day of the Short Notice Period, and (B) the pro rated amount of the fixed fee applicable to the Short Notice Period. “Short Notice Period” shall mean the number of days that is equal to thirty days, less the number of days’ notice of termination provided by USCC.

(c) Upon the termination of this Agreement, Consultant shall deliver all existing Deliverables and all Deliverables-in-progress to USCC.

(d) Except with respect to any of Consultant’s Confidential Information contained or embodied in the Deliverables and Deliverables-in-progress delivered to USCC pursuant to Section 5.3(c), upon the termination of this Agreement, each party shall return to the other party all Confidential Information of the other party (including all copies thereof) and all other papers, materials and other property of the other party in such party’s possession, and certify that it has deleted such Confidential Information from all of its electronic media, provided , however , that USCC may retain whatever Consultant Confidential Information is necessary to exercise any of USCC’s surviving rights or obligations hereunder.

(e) Sections 2.6, 3.5, 4, 5.3, 7, 8, 9, 11.2, 11.5, 11.6, 11.7, 11.8, 11.9, 11.10, 11.11, 11.12, 11.13, 11.14, 11.15, 11.16 (to the extent set forth therein), 11.17 and 11.18, and any other provision that should naturally extend beyond the termination of this Agreement shall survive termination of this Agreement for any reason.

6. INSURANCE .

6.1 Consultant shall maintain, during the term of this Agreement, at its own expense, the following insurance related to Consultant’s activities in the United States:

(a) Statutory workers compensation insurance and employer’s liability in an amount no less than $1,000,000 per occurrence;

(b) Comprehensive general liability insurance with bodily injury and property damage limits of $10,000,000 per occurrence and annual aggregate (in any combination of primary or umbrella coverage). (Such insurance shall include products liability, contractual liability and completed operations coverage.)

(c) If the use of automobiles is required, comprehensive automobile liability insurance, each with limits of $1,000,000 for bodily injury, including death, to any one person, and $1,000,000 for each occurrence of property damage;

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(d) Excess liability insurance in the umbrella form with a combined single limit of $5,000,000 annual aggregate; and

(e) Professional liability or errors and omissions insurance in the amount of $10,000,000 per claim and in the aggregate. The professional liability insurance shall include coverage for infringement of intellectual property rights of any third party (including infringement of copyrights and trademarks, but excluding infringement of patents and trade secrets). The coverage shall include claims arising from wrongful acts from technology products or professional services, including coverage for claims resulting from viruses, and unauthorized access of private or confidential information. The coverage shall be maintained during the term of this Agreement and for at least one (1) year after termination of this Agreement.

6.2 The Commercial General Liability policy shall name USCC as additional insured and waive subrogation in favor of USCC, and such endorsements shall be listed on a certificate of insurance furnished to USCC.

6.3 Consultant shall furnish to USCC certificates of such insurance upon written request. Consultant shall not cancel or fail to renew such insurance without providing written notice to USCC within 30 days following such cancellation or nonrenewal.

6.4 Consultant shall ensure that Consultant’s subcontractors, if any, which may enter upon USCC’s premises, maintain similar insurance and agree to furnish USCC, if requested, with certificates or adequate proof of such insurance.

7. WARRANTIES .

7.1 Violation of Law . Consultant represents and warrants to USCC that as of the date of performance, Consultant’s performance of the Services does not and shall not violate any applicable law, rule, or regulation.

7.2 Professional Standards . Consultant represents and warrants to USCC that: (a) all Services will be performed and all Deliverables delivered by Consultant in a good and workmanlike manner in accordance with applicable industry standards and practices and the Specifications for such Services and Deliverables set forth in the applicable Statement of Work (subject to USCC’s undertaking to provide facilities and equipment as specified in this Agreement and the applicable Statement of Work); (b) Consultant possesses the necessary equipment, personnel and other expertise necessary to provide the Services and Deliverables as set forth herein and in the Statement of Work; and (c) Consultant personnel rendering the Services and developing the Deliverables shall have the appropriate technical skills, training, experience and expertise to enable Consultant to perform its responsibilities hereunder. The warranty period is [***] days. If Consultant breaches this warranty, then subject to the applicable terms and conditions set forth in Sections 2.2(b) and 2.8, Consultant shall replace the relevant Consultant personnel. The foregoing shall be USCC’s sole remedy for such breach.

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7.3 Services and Deliverables Warranties and Obligations .

(a) USCC shall be responsible for ensuring its compliance with all applicable laws and regulations and with USCC’s security and data privacy policies. To the extent such compliance will be impacted by the deployment of software Deliverables being provided to USCC under this Agreement, Consultant will, via compliance with the Specifications in the applicable SOW, make reasonable efforts to ensure compliance of such Services and Deliverables to requirements specified by such applicable laws and regulations and USCC’s security and data privacy policies. To the extent requested by USCC and specified in the applicable SOW, Consultant shall make available to USCC appropriate product and subject matter experts as may reasonably be requested to assist USCC in defining the business requirements and functionality required for USCC to comply with (i) applicable laws and regulations, including privacy rights protection and data security requirements, and (ii) laws and regulations relating to the protection and privacy of the USCC Personally Identifiable Information, all to the extent expressly agreed to in the Specifications in the applicable SOW, provided , however , that in so assisting USCC, USCC shall not require Consultant to provide, and Consultant shall not be deemed to have provided, any legal services, advice or counsel to USCC.

(b) For a period of [] ([]) days following USCC’s acceptance of any Services or Deliverables in accordance with Section 2.7, Consultant represents and warrants to USCC that the Deliverables and Services shall materially conform to and perform in substantial accordance with the applicable Specifications.

(c) The foregoing warranties of Consultant shall not apply to Deliverables that are modified by anyone other than Consultant or its agents (except as authorized by Consultant). If Consultant breaches this warranty, Consultant shall use commercially reasonable efforts to repair or replace the defective Deliverables or Services within 60 days (the “Cure Period”) after being notified of such breach by USCC and that USCC will require a refund of the fees paid for such defective Deliverable if such Non-conformity is not corrected. If Consultant fails to repair or replace such defective Deliverables within 60 days after being notified of such breach by USCC, Consultant shall, subject to Section 11.17, refund to USCC the fees and expenses paid by USCC to Consultant for: (i) such defective Deliverables, and (ii) any Initial Services or Deliverables that were previously paid for in whole or in part by USCC under such Statement of Work in which the Initial Services or Deliverables were identified as being part of an Aggregated Deliverable; provided that: (A) such defective Deliverables were identified in such Statement of Work as being part of the Aggregated Deliverable; (B) the value to USCC of the Initial Services or Deliverables is materially

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diminished because such Initial Services or Deliverables will not be part of the Aggregated Deliverable; (C) the Initial Services or Deliverables have been in Commercial Use for less than one hundred (100) days; and (D) USCC ceases Commercial Use of the Initial Services or Deliverables at or before the end of the Cure Period and returns to Consultant the Deliverables that are part of such Initial Services or Deliverables. The foregoing shall be USCC’s sole remedy for such breach. Notwithstanding the foregoing, any warranty period for custom software will be specified in the applicable Statement of Work.

7.4 Viruses . Consultant represents and warrants to USCC that it will use commercially reasonable means to ensure that its performance of the Services and the Services themselves will not introduce viruses or other harmful elements designed to disrupt the orderly operation of, or impair the integrity of data files resident on, any of USCC’s hardware. Consultant further represents and warrants to USCC that Consultant shall use the latest generally and commercially available (in the United States) and most comprehensive virus detection/scanning programs, from a reputable vendor of anti-virus software, to protect USCC’s systems and data. Consultant further represents and warrants to USCC that, as of the date each Deliverable is delivered to USCC, such Deliverable shall not contain any such virus or other harmful element.

7.5 DISCLAIMER . CONSULTANT MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, IN RELATION TO THE SERVICES PROVIDED HEREUNDER, OTHER THAN AS MAY BE SPECIFICALLY SET FORTH HEREIN. WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY OTHER STATUTORY WARRANTIES OF ANY KIND ARE HEREBY WAIVED. USCC EXPRESSLY AGREES THAT CONSULTANT DOES NOT REPRESENT OR WARRANT THAT SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

8. INDEMNIFICATION .

8.1 Indemnification by Consultant .

(a) Consultant shall indemnify, defend and hold USCC, its Affiliates and their respective officers, directors, agents and employees harmless from and against any claims, losses, damages, liabilities or expenses (including reasonable attorneys’ fees and expenses) arising out of or resulting from: (i) any personal injury or property damage arising out of Consultant’s negligence or willful misconduct; (ii) Consultant’s violation of any applicable law, rule, or regulation; and (iii) any third-party claim that the Services or any Deliverable (including any Consultant Tools incorporated into a Deliverable) infringes, misappropriates or violates such third party’s patent, trademark, trade secret, copyright or other intellectual property or proprietary right. Consultant shall not be obligated to indemnify USCC, however, to the extent that such claim is caused by: (A) USCC’s use of the Deliverables other than in accordance

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with applicable documentation or instructions supplied by Consultant; (B) any alteration, modification or revision of the Deliverables not expressly authorized in writing by Consultant; (C) USCC’s failure to use or implement corrections or enhancements to the Deliverables made available free of charge to USCC by Consultant that do not cause such Deliverables to fail to meet the applicable warranties and Specifications therefor; (D) USCC’s use of a combination of the Deliverables with other materials not provided, recommended, authorized or approved by Consultant and not otherwise required in order for USCC to use such Deliverables for their intended use as set forth in the applicable documentation or instructions supplied by Consultant; or (E) requirements, instructions or specifications provided by USCC to Consultant unless Consultant knew or should have known that there was a noninfringing alternative means of complying with such requirements, instructions or specifications.

(b) If any of the Deliverables or any portion thereof is held, or in Consultant’s reasonable opinion is likely to be held, in any such suit to constitute an infringement, misappropriation or violation of the rights of a third party, Consultant shall within a reasonable time, at its expense and option, either: (i) secure for USCC the right to continue the use of such Deliverable; or (ii) replace such Deliverable with a substantially equivalent item that is not subject to any such claim, or modify such Deliverable so that it becomes no longer subject to any such claim; provided , however , that after any such replacement or modification, the Deliverable must continue to substantially conform to the Specifications, and further provided , that any such modified or replaced Deliverable shall be subject to all Consultant warranties contained herein. If Consultant is, in Consultant’s reasonable discretion, unable to either procure the right to continued use of such Deliverable or replace such Deliverable, as provided in clauses (i) and (ii) of the immediately preceding sentence, USCC shall return such Deliverable to Consultant and all other Deliverables rendered to be of no reasonable utility to USCC, and Consultant shall credit to USCC the amount paid to Consultant for such Deliverables as depreciated on a straight-line basis over a period of five (5) years. If this Agreement terminates or expires prior to the application of any such credit against amounts owed, Consultant shall promptly pay to USCC the amount of any such credit that remains.

8.2 Indemnification by USCC . USCC shall indemnify, defend and hold Consultant, its Affiliates and their respective officers, directors, agents and employees harmless from and against any claims, losses, damages, liabilities or expenses (including reasonable attorneys’ fees and expenses) arising out of or resulting from: (a) any personal injury or property damage arising out of USCC’s negligence or willful misconduct; and (b) any third-party claim that any computer programs, specifications, content or other USCC-provided materials provided by USCC to Consultant (“USCC Materials”) infringe,

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misappropriate or violate such third party’s patent, trademark, trade secret, copyright or other intellectual property or proprietary right, except to the extent that any such claim is subject to indemnification by Consultant pursuant to Section 8.1. USCC shall not be obligated to indemnify Consultant, however, to the extent that the claim of infringement, misappropriation or violation is caused by: (i) use of the USCC Materials other than in accordance with applicable documentation or instructions supplied by USCC; (ii) any alteration, modification or revision of the USCC Materials not expressly authorized in writing by USCC; or (iii) Consultant’s failure to use or implement corrections or enhancements to the USCC Materials made available free of charge to Consultant by USCC.

8.3 Indemnification Procedures . Promptly after receipt by an indemnified party of a notice of any third-party claim or the commencement of any action, such indemnified party shall: (a) notify the indemnifying party in writing of any such claim; (b) provide the indemnifying party with reasonable assistance to settle or defend such claim, at the indemnifying party’s own expense; and (c) grant to the indemnifying party the right to control the defense and/or settlement of such claim, at the indemnifying party’s own expense; provided , however , that: (i) the failure to so notify, provide assistance and grant authority and control shall only relieve the indemnifying party of its obligation to the indemnified party to the extent that the indemnifying party is prejudiced thereby; (ii) the indemnifying party shall not, without the indemnified party’s consent (such consent not to be unreasonably withheld or delayed), agree to any settlement which: (A) makes any admission on behalf of the indemnified party; or (B) consents to any injunction against the indemnified party (except an injunction relating solely to the indemnified party’s continued use of any infringing Deliverable or USCC Materials); and (iii) the indemnified party shall have the right, at its expense, to participate in any legal proceeding to contest and defend a claim and to be represented by legal counsel of its choosing, but shall have no right to settle a claim without the indemnifying party’s written consent.

9. LIMITATION OF LIABILITY .

9.1 Limitation of Liability . EXCEPT IN CONNECTION WITH SECTIONS 4, 8 AND 10.10(a), IN NO EVENT SHALL EITHER PARTY, ITS AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, AGENTS OR EMPLOYEES, BE LIABLE TO THE OTHER PARTY FOR ANY REASON, WHETHER IN CONTRACT OR IN TORT, FOR ANY DIRECT DAMAGES ARISING OUT OF OR BASED UPON THIS AGREEMENT EXCEEDING IN THE AGGREGATE THE FEES PAID BY USCC TO CONSULTANT DURING THE PRECEDING TWELVE MONTHS UNDER THE APPLICABLE STATEMENT OF WORK FOR THE DEFECTIVE SERVICES OR DELIVERABLES, REGARDLESS OF THE FORM IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT. FOR AVOIDANCE OF DOUBT, ANY DIRECT DAMAGES PAID BY A PARTY IN CONNECTION WITH A GIVEN STATEMENT OF WORK HEREUNDER SHALL REDUCE THE LIABILITY LIMIT APPLICABLE TO SUCH STATEMENT OF WORK WITH RESPECT TO ANY DAMAGES FOR WHICH SUCH PARTY MAY BE LIABLE AT ANYTIME DURING

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THE TWELVE-MONTH PERIOD COMMENCING ON THE DATE THAT SUCH PARTY PAID SUCH DIRECT DAMAGES.

9.2 No Consequential Damages . EXCEPT IN CONNECTION WITH SECTIONS 4, 8, 10.10(a) AND 10.10(b), IN NO EVENT SHALL EITHER PARTY, ITS AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, AGENTS OR EMPLOYEES, BE LIABLE TO THE OTHER PARTY UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR EXEMPLARY, PUNITIVE, INDIRECT, SPECIAL, LOST PROFITS, CONSEQUENTIAL OR SIMILAR DAMAGES, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. DATA PRIVACY .

10.1 USCC shall use commercially reasonable efforts to ensure that (a) USCC does not deliver to Consultant any credit card, debit card or financial account data; (b) all social security numbers, driver’s license numbers and tax identification numbers will be masked, obfuscated or encrypted prior to delivery to Consultant; and (c) at the time of delivery to Consultant, all other Personally Identifiable Information of USCC shall be accompanied by a matched file confirming that such Personally Identifiable Information has been masked by USCC prior to delivery of such Personally Identifiable Information to Consultant. In addition, Consultant’s obligations under this Section 10 shall apply to Personally Identifiable Information delivered or disclosed to Consultant despite USCC’s commercially reasonable efforts to the contrary. Within thirty-six (36) hours after receipt thereof, Consultant shall destroy the following and notify USCC of such destruction in writing: (i) any credit card, debit card or financial account data; (b) any social security numbers, driver’s license numbers or tax identification numbers that are not masked, obfuscated or encrypted prior to delivery to Consultant; and (c) any other Personally Identifiable Information of USCC that is not accompanied by a matched file confirming that such Personally Identifiable Information was masked by USCC.

10.2 Without limiting the generality of Consultant’s obligations elsewhere in this Agreement, but subject to Section 10.1 and Consultant’s compliance with Exhibit G, Consultant shall: (a) not use or disclose to any other party any Personally Identifiable Information of USCC that it receives from USCC, directly or indirectly, in connection with this Agreement except in accordance with this Agreement; (b) not permit any officer, director, employee, agent, subsidiary, affiliate, or any other person or entity acting on behalf of Consultant to process Personally Identifiable Information unless such processing is in compliance with this Agreement, conducted only by Consultant’s employees who have a legitimate business reason to process such Personally Identifiable Information and have been appropriately trained and bound by a legally enforceable confidentiality agreement containing obligations no less stringent than those contained in this Agreement; and (c) process Personally Identifiable Information only on the instruction and for purposes of USCC and in accordance with this Agreement.

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10.3 Consultant shall comply with ISO 27001 with respect to individuals or entities whose Personally Identifiable Information will be processed by Consultant pursuant to this Agreement. Consultant will refrain from, by act or omission, placing USCC in violation of any applicable privacy or data protection law (including, without limitation, the Israeli Protection of Privacy Law) by providing services to USCC in accordance with Section 7.3(a). With respect to any data processed in Israel, Consultant shall process such data solely in a manner expressly permitted by this Agreement and consistent with the laws of Israel.

10.4 Consultant will not disclose Personally Identifiable Information to any third party (including, without limitation, Consultant’s subsidiaries and affiliates and any person or entity acting on behalf of Consultant) unless with respect to each disclosure: (a) the disclosure is necessary in order to carry out Consultant’s obligations under this Agreement; (b) such third party is bound by the same provisions and obligations set forth in this Agreement; (c) Consultant has received prior written consent from USCC; and (d) Consultant shall remain responsible for any breach of the obligations set forth in this Agreement and any violation of ISO 27001 to the same extent as if Consultant caused such breach or violation. Consultant shall not disclose Personally Identifiable Information outside of the United States without USCC’s prior written consent (including by e-mail).

10.5 Consultant shall maintain commercially appropriate and reasonable technical and organizational security measures (consistent with the type of Personally Identifiable Information being processed and the services provided by Consultant), which shall include physical, electronic and procedural safeguards to protect Personally Identifiable Information supplied to Consultant against any breach of its obligations set forth in this Section 10 (such breach, a “Data Security Breach”) or processing not expressly authorized by or for the purposes of USCC. Such measures shall include, but are not limited to, data information privacy, security and disaster recovery measures, including server firewalls, encryption for data storage and transmission at a level of security equal to or greater than 128-bit Secure Sockets Layer (SSL) encryption, physical facility security, hacking detection and prevention measures, rules and procedures for database management, access authorization management and a business resumption program. For the avoidance of doubt and notwithstanding the foregoing, Consultant’s compliance with ISO 27001 and Exhibit G shall be deemed compliance with all of its obligations pursuant to this Section 10.5.

10.6 Upon request from USCC, Consultant will provide evidence that it has established and maintains technical and organizational security measures governing the processing of Personally Identifiable Information appropriate to the processing and the nature of the Personally Identifiable Information to be protected. For the avoidance of doubt and notwithstanding the foregoing, Consultant’s compliance with ISO 27001 and Exhibit G shall be deemed compliance with all of its obligations pursuant to the immediately preceding sentence. USCC shall have the right to obtain from Consultant, and Consultant shall provide USCC with, copies of and/or information concerning Consultant’s technical and organizational security measures relevant to the services provided under this Agreement. Upon reasonable notice and not more than annually, USCC shall have the right to conduct onsite inspections and/or audits of Consultant’s technical and

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organizational security measures, and Consultant agrees to reasonably cooperate with USCC regarding such inspections or audits and subject to USCC and its representatives executing Consultant’s relevant standard and confidentiality/nondisclosure agreements. Consultant shall maintain and, if USCC requests, provide a list of all employees (including former employees) and other individuals who have processed Personally Identifiable Information provided by USCC or pursuant to this Agreement.

10.7 Consultant shall establish policies and procedures to provide immediate notice to and all reasonable and prompt assistance to USCC in responding to any and all requests, complaints, or other communications received from any individual who is or may be the subject of any Personally Identifiable Information processed by Consultant. Consultant shall not respond to these requests until explicitly authorized by USCC in writing, except for a request received from a governmental agency with a subpoena or similar legal document compelling disclosure by Consultant.

10.8 Consultant shall notify USCC immediately in the event of any failure to comply with its data protection obligations pursuant to this Section 10, wrongful or unintentional disclosure of Personally Identifiable Information, or any other Data Security Breach (but in no event later than three calendar days after Consultant becomes aware of same) and, solely at Consultant’s cost and expense, reasonably assist and cooperate with USCC concerning any disclosures to affected parties as set forth in, and subject to, Section 10.10.

10.9 Upon termination of this Agreement or an applicable SOW, Consultant shall, at USCC’s election: (a) return to USCC all of the Personally Identifiable Information transferred by USCC to Consultant and the copies thereof; or (b) certify to USCC that Consultant has taken all reasonable steps to destroy, or arrange for the permanent destruction of, all the Personally Identifiable Information provided pursuant to this Agreement by (i) shredding, (ii) erasing, or (iii) otherwise modifying the Personally Identifiable Information in those records to make it unreasonable or undecipherable through any means. If any applicable law prevents or precludes the return or destruction of any Personally Identifiable Information upon the termination of the processing of Personally Identifiable Information, Consultant shall notify USCC of such reason and shall not process such Personally Identifiable Information thereafter without the express prior written consent of USCC.

10.10 Indemnification and Recoverable Damages

(a) Subject to Sections 8.3 and 10.10(c), Consultant will indemnify, defend and hold harmless USCC against third-party claims and/or amounts payable under any judgment, verdict, court order, administrative fine, civil penalty or settlement for any Data Security Breach involving Personally Identifiable Information, provided to Consultant in the manner required in Section 10.1 above by USCC, while such Personally Identifiable Information is in the possession, custody or control of Consultant or if such Personally Identifiable Information ceased to be in the possession, custody or control of Consultant as a result of a Data Security Breach.

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(b) Additionally, subject to Section 9.1 and Section 10.10(c), in the event of a Data Security Breach involving Personally Identifiable Information, USCC will be entitled to claim from Consultant damages in the amount of the reasonable costs to conduct the investigation of any Data Security Breach by outside professionals of USCC’s choice in its sole discretion, notifying individuals and others as required by law or the Payment Card Industry Data Security Standard, and providing any affected individuals with up to two years of credit monitoring.

(c) Notwithstanding the foregoing, Consultant’s liability under Sections 10.10(a) and 10.10(b) above shall be proportionate to the relative fault of Consultant for the breaches, claims, damages and/or costs referenced in those Sections ( e.g. , if it is determined that a data security problem was caused equally by Consultant and by other factors not under Consultant’s responsibility and control, Consultant will be liable for fifty percent of the damages and costs arising from or related to such problem).

11. GENERAL .

11.1 Assignment . Neither party shall have the right to assign or transfer its rights or obligations pursuant to this Agreement without the prior written consent of the other party, except that either party may assign or transfer this Agreement: (a) to a successor as a result of a merger, consolidation, acquisition, reorganization or sale of all or substantially all of such party’s assets; or (b) to an Affiliate. No such assignment or transfer shall have the effect of increasing the obligations of either party under this Agreement. The terms and conditions of this Agreement will inure to the benefit of, and shall be binding upon, each party’s successors and permitted assigns. In addition, Consultant’s Affiliates will be entitled to enter into Statements of Work hereunder to provide Services to USCC, in which event references in this Agreement to Consultant will be deemed to refer to Consultant and the applicable Consultant’s Affiliate, jointly and severally. For avoidance of doubt, such joint and several liability does not and shall not be interpreted as doubling Consultant’s obligations and potential liability hereunder ( e.g. , the limitation of liability specified in Section 9.1 shall be interpreted as applying to Consultant and Consultant’s Affiliate as if they were one entity).

11.2 Relationship . The relationship between the parties to this Agreement is and shall be that of independent contractors. It is expressly agreed that nothing in this Agreement shall be construed to create or imply a partnership, joint venture, agency relationship or contract of employment. Neither party shall have the authority to make any statement, representation nor commitment of any kind, or to take any action that shall be binding on the other party except as authorized in writing by the party to be bound. Personnel supplied by Consultant hereunder are not USCC’s employees or agents, and Consultant assumes full responsibility for their acts. Consultant shall be solely responsible for the payment of compensation to Consultant’s employees assigned to perform the Services, and such employees shall be informed that they are not entitled to the provision of any USCC employee benefits. USCC shall not be responsible for payment of worker’s compensation, disability benefits, or unemployment insurance or for withholding or paying employment related taxes for any Consultant employee, but such responsibility

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shall be solely that of Consultant. If any federal, state or local government agency, any court or any other applicable entity determines that the personnel provided by Consultant, or any permitted subcontractor or assignee of Consultant hereunder, are employees of USCC for any purpose, Consultant shall indemnify and hold USCC harmless from all liabilities, costs and expenses (including, without limitation, attorneys’ fees) associated with such determination. Notwithstanding any other provision of this Agreement, any permitted subcontractor or assignee of Consultant shall provide to USCC the assurances and indemnities required to be provided to USCC by Consultant pursuant to this Section.

11.3 Subcontractors . Except for subcontracting to Consultant’s Affiliates, Consultant may not use subcontractors to perform the Services without USCC’s prior written consent; provided , however , that with respect to Consultant’s Affiliates as well as any other subcontractors that are consented to by USCC, Consultant shall remain responsible for the performance of the Services, for all of its obligations hereunder, and for all liabilities incurred by a subcontractor. Consultant shall notify USCC of the identity of any authorized subcontractor personnel that will be performing the Services at a USCC facility and that are not employees of Consultant’s Affiliates ( e.g. , Amdocs companies).

11.4 Force Majeure . The obligations hereunder of each party shall be suspended while and to the extent that such party is prevented from complying herewith in whole or in part by any event beyond the reasonable control of such, which for purposes of this Agreement shall include, without limitation, acts of God, earthquakes, unavoidable accidents, laws, rules, regulations or orders of government authorities, acts of war (declared or not), terrorism, hostilities, blockades, civil disturbances, embargoes, strikes or any other similar event or cause. If any event described in the preceding sentence should result in the suspension of either party’s performance of its obligations hereunder, such party shall give written notice of such suspension to the other party, specifying in reasonable detail the nature of the event causing such suspension. USCC shall not be required to make any payments to Consultant while Consultant’s performance is suspended due to a force majeure. Either party may terminate any applicable Statement of Work immediately upon notice to the other party if such other party’s performance under such Statement of Work has been suspended due to a force majeure for a period of 30 days or longer, and if such notice is given while the force majeure is continuing.

11.5 Entire Agreement; Binding Effect; Amendment; Order of Precedence . This Agreement (together with the Exhibits, Schedules and SOW(s) hereto) constitutes the entire agreement between Consultant and USCC regarding the subject matter hereof. All prior or contemporaneous agreements, proposals, understandings and communications between Consultant and USCC regarding the subject matter hereof, whether oral or written, are superseded by and merged into this Agreement. Neither this Agreement nor any SOW hereto may be modified or amended except by a written instrument executed by both Consultant and USCC. In the event of any inconsistency between the terms of this Agreement and any Statements of Work issued under this Agreement, the terms and conditions of the Statement of Work shall govern and control.

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11.6 Severability . If any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, the remaining provisions of this Agreement shall be enforceable to the maximum extent possible.

11.7 Notices . All notices, consents and other communications hereunder shall be provided in writing and shall be delivered personally, by registered or certified airmail letter (return receipt requested), by courier or international overnight delivery service or by facsimile, to the parties at the addresses below set forth (or such other address as may have been furnished by or on behalf of such party by like notice). Communications sent by facsimile shall be deemed effectively served upon dispatch, if receipt is confirmed electronically. Communications sent by registered or certified airmail letter shall be deemed effectively served upon receipt. Communications sent by courier shall be deemed effectively served upon receipt.

USCC

United States Cellular Corporation

8410 West Bryn Mawr

Chicago, IL 60631

Attn: Strategic Vendor Management

Fax #: 773.864.3180

with a copy to:

Sidley Austin LLP

One South Dearborn Street
Chicago, IL 60603

Attn: Stephen P. Fitzell, Esq.
Fax #: 312.853.7036

Consultant

Amdocs

First Floor, Block S

East Point Business Park

Dublin 3, Ireland

Fax #: +353-1-8230970

Attention: CBE for USCC

with copies to:

Amdocs

Attention: Manuel Zepeda (CBE)

1390 Timberlake Manor Parkway

Chesterfield, MO 63017-6041

Fax #: 314-212-7170

and

Amdocs

General Counsel Office

Harborside Financial Center Plaza #5

Suite 2700

Jersey City, NJ 07311

Fax #: 201-631-3269

11.8 Waiver . No waiver by either party of a breach of any term, provision or condition of this Agreement by the other party shall constitute a waiver of any succeeding breach of the same or any other provision hereof. No such waiver shall be valid unless executed in writing by the party making the waiver.

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11.9 Electronic Documents . USCC may convert this Agreement to electronic format and retain this Agreement solely in an electronic format. USCC may provide this Agreement in electronic form or may provide a reproduction of this Agreement from its electronic copy in the event of any dispute regarding the rights and obligations of the parties under this Agreement. Any such document in electronic format or any document reproduced from an electronic format shall not be denied legal effect, validity, or enforceability and shall meet any requirement to provide an original or hard copy.

11.10 Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument.

11.11 Headings . The section and subsection headings used in this Agreement are intended for reference purposes only and shall not affect the interpretation or construction of any provision of this Agreement.

11.12 Construction . Each party acknowledges that this Agreement was drafted jointly by the parties, and it shall be construed neither against nor in favor of either party. The term “including” or “include”, as used in this Agreement, shall mean “including, but not limited to”.

11.13 Third-Party Beneficiaries . Nothing contained in this Agreement is intended to confer nor shall confer upon any person (other than the parties hereto and their permitted assigns) any rights, benefits or remedies of any kind or character whatsoever, and no such person shall be deemed a third-party beneficiary under or by reason of this Agreement.

11.14 Accrued Rights. The termination or expiration of this Agreement shall not affect or prejudice either party’s accrued rights hereunder.

11.15 Governing Law, Venue and Language . This Agreement shall be governed by and construed in accordance with the laws of the State of new york, without regard to principles of conflicts of law. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. The governing language for this Agreement shall be English, and no concurrent or subsequent translation of this Agreement into any language shall modify any term of this Agreement. VENUE FOR ANY LEGAL ACTION (OTHER THAN ARBITRATION) ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE EXCLUSIVELY THE STATE OR FEDERAL COURTS LOCATED IN NEW YORK, NEW YORK. THE PARTIES HEREBY CONSENT TO THE JURISDICTION OF SUCH COURTS.

11.16 Solicitation of Employees .

(a) During the one-year period following a Consultant employee’s provision of any Services hereunder, USCC shall not knowingly hire or otherwise employ such Consultant employee.

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(b) During the one-year period following a USCC employee’s participation in connection with this Agreement including the receipt of any Services or Deliverables, Consultant shall not knowingly hire or otherwise employ such USCC employee.

(c) For purposes of this Section, independent contractors of a party are considered employees of such party.

(d) Notwithstanding the foregoing, each party may hire any personnel of Consultant who has responded to publicity for a position that has been publicized through local or national newspapers, Internet postings, radio or television advertising, job fairs, notices to colleges or technical schools, or placement professionals.

11.17 Dispute Resolution .

(a) The parties will use their best efforts to resolve any controversy or claim arising out of or relating to this Agreement through good faith negotiations in accordance with the following escalation procedures and time limits.

(i) If the parties’ Project Managers are unable to resolve any such controversy or claim within ten days after written notice thereof, then the parties’ Agreement Managers shall have ten days to attempt to resolve such controversy or claim.

(ii) If the parties’ Agreement Managers are unable to resolve any such controversy or claim within ten days, then USCC’s Vice President, Information Technology Delivery, and Consultant’s Division President shall have twenty days to attempt to resolve such controversy or claim.

The parties shall not make any claims for remedies based on an alleged breach of a party’s obligations, assert any right to terminate, provide notice of termination, or commence any other dispute resolution process, without first endeavoring to resolve the matter through the foregoing escalation procedure.

(b) Subject to Section 11.17(c), any dispute arising from this Agreement shall be submitted to arbitration in New York, New York, conducted in accordance with the commercial arbitration rules of the American Arbitration Association by three arbitrators with at least ten years of experience in technology law, to be chosen in accordance with said rules. The arbitrators, applying New York law, without reference to its rules regarding choice of law, shall have the authority to grant any remedy that a court hearing the same case would have the authority to grant, provided , however , the arbitrators will have no authority to award damages excluded by this Agreement, damages in excess of the limitations contained in this Agreement, or injunctive relief. The award or decision rendered by the arbitrators will be final and binding on the

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parties and any judgment may be entered thereon in any court having jurisdiction. The cost of the arbitration is to be shared equally by the parties, although each party shall be responsible for its own attorneys’ fees and expenses.

(c) The parties acknowledge that Sections 2.6, 4 and 10 are essential for the protection of the parties and that any breach or threatened breach of such sections may cause immediate and irreparable damage to the nonbreaching party, for which monetary relief would be inadequate or impossible to ascertain. Accordingly, notwithstanding Sections 11.17(a) and 11.17(b), the parties agree that upon the existence of any breach or threatened breach thereof, the nonbreaching party shall be entitled to seek injunctive relief restraining the breaching party from committing such breach or threatened breach. In addition, the nonbreaching party shall be entitled to any other remedies that may be available to it, at law or in equity. Nothing in this Agreement will prevent either party from resorting to judicial proceedings if interim or provisional relief from a court is necessary either to prevent material prejudice to one party or to third parties.

11.18 Press Releases . Neither party shall issue any press release concerning this Agreement without the other’s consent. Neither party may use the name, trade name, trademark, logo, acronym or other designation of the other in connection with any press release, advertising, marketing materials, publicity materials or otherwise without the prior written consent of the other party. Notwithstanding the foregoing, Consultant may disclose the identity of USCC as a customer of Consultant, provided that nothing in such disclosure shall imply any approval or endorsement by USCC of any of Consultant’s products or services or the performance of such services by Consultant, its Affiliates, or its subcontractors.

11.19 Measured Performance . Consultant shall participate in regular measured performance reviews to address key areas of performance, substantially as outlined in the form of Items 6 and 7 of Exhibit D.

11.20 USCC Preferred Vendor Status . Consultants meeting all or substantially all of the requirements listed in Exhibit D may be afforded the status of “U.S. Cellular Preferred Vendor.” USCC may restrict the awarding of contracts for services to those consultants meeting the standards set forth therein.

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IN WITNESS WHEREOF the parties hereto, by their duly authorized representatives, have executed this Agreement as of the date first set forth above.

UNITED STATES CELLULAR CORPORATION	AMDOCS SOFTWARE SYSTEMS LIMITED
By: /s/ Mary N. Dillon	By: /s/ Neville Walker
Name: Mary N. Dillon	Name: Neville Walker
Title: President & CEO	Title: Deputy General Manager

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Exhibit A

STATEMENT OF WORK

Number - ______________

This Statement of Work is a Statement of Work (“SOW”) as defined in the August 12, 2010, Master Service Agreement (the “Agreement”) between United States Cellular Corporation (“USCC”) and Amdocs Software Systems Limited (“Consultant”) and is subject to and incorporates by reference the provisions of the Agreement. This Statement of Work is dated and made effective as of _______, 201_. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.

1. Scope and Objectives:

2. Schedule:

3. Overview of Tasks to be Performed by Consultant:

4. Deliverables:

5. Acceptance Criteria:

6. Location for Performance of Services:

7. USCC Obligations:

8. Assumptions:

9. Compensation:

10. Payment of Fees: In accordance with the provisions of Section 3 of the Agreement, payment of fees shall be as follows:

11. Estimate of Travel Expenses and Approval:

12. Knowledge Transfer Plan:

13. Additional Terms and Conditions:

14. Project Managers:

15. Time Entry:

16. Expenses Entry:

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In Witness Whereof, the parties hereto have caused this Statement of Work to be executed by their duly authorized representatives as of the date hereof.

UNITED STATES CELLULAR CORPORATION	AMDOCS SOFTWARE SYSTEMS LIMITED
By: ____________________________	By: _____________________________
Name: _____________________________	Name: _____________________________
Title: _____________________________	Title: _____________________________

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Exhibit B

USCC CONSULTANT CODE OF BUSINESS CONDUCT

The following guidelines are set forth to govern the conduct of Consultant and its personnel on premises of USCC, and at all times during the performance of Services for USCC.

1. Professional Ethics, Honesty, and Integrity

USCC and Consultant are committed to conducting all business affairs in a professional and ethical manner; to treating all groups, individuals and firms in accordance with the highest standards of honesty and integrity; to complying with all local, state, federal and international laws, rules and regulations affecting its business; and to using its assets only for legal and proper purposes.

2. Customer Focus

Among the guiding principles that has led to USCC’s superior growth and progress are: providing high quality service to customers; doing everything possible to understand customers’ requirements; and satisfying them in a manner that fully meets or exceeds expectations. This also means that USCC will not knowingly make any misrepresentation to customers. Consultant acknowledges USCC’s commitment to its customers and will support USCC in maintaining these standards.

3. Conduct in the Workplace

Consultant shall follow policies and procedures established by USCC, which pertain to conduct in the workplace including: the prohibition of any form of violence; abusive behavior; harassment (including sexual harassment); the use, possession, sale, purchase, or transfer of unauthorized or illegal drugs/substances; and the misuse of legal drugs. Drinking alcoholic beverages while performing work functions is prohibited, whether on or off USCC property, except when specifically permitted in moderation at USCC-sanctioned events. Performing work functions while under the influence of illegal drugs/substances, or alcohol is prohibited.

4. Safety

Consultant and its personnel shall observe safety and security practices, rules, and standards so as to ensure the safety of all. Neither Consultant nor Consultant’s personnel may possess or permit others to have explosive devices, firearms, or other dangerous weapons, whether licensed, concealed, or otherwise, on USCC premises, in USCC vehicles, or while engaged in any USCC activity. Also, the security of USCC premises, systems, and proprietary or confidential information must be safeguarded at all times.

5. Electronic Devices, Equipment, and Data

Electronic computing devices, software, and information generated by business machines and stored electronically or otherwise must be adequately safeguarded. This includes safeguards

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against disruption, damage, loss, alteration, theft, fraudulent, manipulation, and unauthorized access to, modification of, and disclosure of, USCC information regardless of the ownership of the business machine. Strict adherence to all USCC policies and standards that address the protection of USCC information resources and communication networks is required of all Consultant personnel.

6. Records

Accurate, reliable, and complete records are required to efficiently manage the business and to meet legal and financial obligations. In particular, various regulatory and governmental bodies require the retention and preservation of certain reports and records dealing with USCC business.

Accordingly:

Ø Records, files, correspondence, etc, pertaining to USCC affairs must not be removed or destroyed except as covered by applicable instructions and upon proper authorization. Unauthorized destruction, removal or otherwise misappropriating such materials is a violation of law and is as serious as misappropriating USCC funds or property.

Ø All reports and records, including those involving time spent or material used, vouchers, customer accounts, bills, payrolls, service indices and measurement plans must be accurate and complete. Close scrutiny is required to determine that the above items cover legitimate and appropriate USCC expenses and that proper approvals have been given.

Ø Expenses must be properly documented, and only those that are reasonable, necessary to USCC’s business and in accordance with USCC reimbursement policy will be reimbursed.

7. Facilities, Equipment, and Property

USCC’s property and any property leased by or under management by USCC shall be used solely for the proper conduct of USCC’s business. Also, USCC’s software and hardware, equipment, communications networks, materials, tools, supplies, vehicles and other resources must be protected from damage, misuse, vandalism, and unauthorized removal or disposal.

8. Gratuities

Consultant shall not offer, and USCC associates may not accept anything of value that is primarily intended to gain favor or influence. All gifts, entertainment, or other gratuities must be reasonably related to a business relationship, must be consistent with norms and business customs, and of a nominal value. To be considered “nominal,” a gift must have a retail value of $100 or less or be specifically approved by USCC’s CTO.

9. On-site and Travel

· Billable time must be spent on-site. Travel time is not billable to USCC. Only billable time shall be recorded as part of the weekly status tracking process, and only billable hours reported in this manner will be paid as part of the invoicing/account payable process

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· Consultants from mid-west and east coast home locations shall plan to arrive on site no later than 10AM CST on Mondays, and leave no earlier than 2PM CST on Fridays. Consultants with home locations in western time zones, shall plan to arrive on site no later than Noon CST on Mondays, and leave no earlier than Noon CST on Fridays.

· Consultants shall clear all vacations with their Team Leaders as they are being planned, so that we avoid crucial project milestones. As a vacation approaches, consultants shall attempt to work ahead in the schedule so that other dependent tasks are not affected during the absence. Before leaving for vacation, consultants shall coordinate the transition of critical items with their Team Leader.

· Consultants with unexpected delays or absences shall inform their Team Leaders immediately.

· This schedule is intended for consultants who have “full-time” assignments. Consultants who are specifically assigned part-time roles (less than 40 hours per week) shall plan their on-site schedules with their Team Leaders.

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Exhibit C1

NONDISCLOSURE AND CONFIDENTIALITY AGREEMENT BETWEEN AMDOCS AND USCC’S CONSULTANTS

THIS NONDISCLOSURE AND CONFIDENTIALITY AGREEMENT (“Agreement”) is made as of the ______ day of _____________, 201_

BY AND BETWEEN:

AMDOCS SOFTWARE SYSTEMS LIMITED, a company organized and existing under the laws of Ireland, having offices at First Floor, Block S, East Point Business Park, Dublin 3, Ireland (hereinafter referred to as “Amdocs”);

AND

________________________________, a ______________________ [***] organized and existing under the laws of ____________________ , having its principal offices at ____________________________ (hereinafter referred to as the “Receiving Party”).

WHEREAS Amdocs (or any of its affiliated companies) is the owner and/or the author of and/or has the right to license certain valuable proprietary routines, computer programs, documentation, trade secrets, systems, methodology, know-how, marketing and other commercial knowledge, techniques, specifications, plans and other proprietary information, including but not limited to material associated with and forming part of the proprietary software products of Amdocs known as [ *** ] (separately and collectively, the “Amdocs Products”) , all of which, including any related ideas and look-and-feel , are referred to in this Agreement as the “Amdocs Proprietary Information”; and

WHEREAS the Receiving Party has been engaged as a ______________________ [***] by United States Cellular Corporation (hereinafter referred to as “Customer”) for __________________________________ (add description of services) (hereinafter referred to as the “Consulting Services”); and

WHEREAS Customer has asked Amdocs to allow the Receiving Party access to the Amdocs Proprietary Information for the purpose of being provided with the Consulting Services; and

WHEREAS Amdocs agrees to provide the Receiving Party with the requested access to the Amdocs Proprietary Information, but only subject to the Receiving Party first becoming obligated to confidentiality by signing this Agreement; and

WHEREAS Amdocs and the Receiving Party wish to evidence by this Agreement the manner in which the Amdocs Proprietary Information will be treated;

NOW, THEREFORE, the parties agree as follows:

1. The Receiving Party agrees to hold strictly confidential the Amdocs Proprietary Information and shall not copy, distribute, disseminate or otherwise disclose the Amdocs Proprietary Information to anyone other than to employees and agents of Customer or the Receiving Party who have a need to know such information for purposes of providing the Consulting Services.

2. Furthermore, the Receiving Party hereby undertakes:

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a) not to use the Amdocs Proprietary Information for any purposes other than the Consulting Services;

b) not to make the Amdocs Proprietary Information available to, not permit its use by any third party, directly or indirectly, with the exception of Customer or its agents as aforesaid;

c) not to sell, grant or in any other way enable any third party to use the Amdocs Proprietary Information;

d) without derogating from the foregoing, during the term of this Agreement, not to use the Amdocs Proprietary Information:

(i) in developing such software system(s) for itself or any third party; and/or

(ii) in operating a service bureau for others.

3. [***] The Receiving Party acknowledges that certain Amdocs Proprietary Information is subject to additional restrictions by agreement between Amdocs and Customer (the “Restricted Information”). Customer or Amdocs shall identify any Restricted Information to the Receiving Party. In addition to the obligations set forth in this Agreement with respect to the Amdocs Proprietary Information, in connection with the Restricted Information, the Receiving Party shall comply with the following:

a) the Receiving Party acknowledges that the Restricted Information shall reside exclusively on Customer’s network;

b) the Receiving Party shall be limited to accessing such the Restricted Information either via direct access to Customer’s network or via VPN-like technology; and

c) the Receiving Party shall not replicate the Restricted Information locally or otherwise remove the Restricted Information from Customer’s network.

4. Upon the termination and/or expiration of this Agreement for any reason and/or upon the conclusion of the Consulting Services and/or at the request of Amdocs (subject to Customer’s concurrence), the Receiving Party shall:

a) return to Customer any document or other material in tangible form in its possession being part of the Amdocs Proprietary Information; and/or

b) destroy any document or other material in tangible form that contains the Amdocs Proprietary Information together with proprietary information of Customer; and

c) confirm such return and/or destruction in writing to Amdocs.

5. Disclosure of the Amdocs Proprietary Information to the Receiving Party may be made in writing, in any tangible form, electronically, orally, or occur by demonstration of any of the Amdocs Products.

6. Disclosure of the Amdocs Proprietary Information to the Receiving Party shall in no way serve to create, on the part of the Receiving Party, a license to use, or any proprietary right in, the Amdocs Proprietary Information or in any other proprietary product, trademark, copyright or other right of Amdocs.

7. Any use by the Receiving Party of the Amdocs Proprietary Information permitted under this Agreement is conditioned upon the Receiving Party first taking the safeguards and measures

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required to secure the confidentiality of such information . Without limiting the generality of the foregoing, the Receiving Party shall: (a) draw to the attention of its employees, who shall have access to the Amdocs Proprietary Information, all the obligations contained in this Agreement, and (b) ensure that each such employee complies with the terms of this Agreement.

8. The confidentiality obligations of the Receiving Party regarding the Amdocs Proprietary Information shall not apply to such information that:

a) becomes public domain without fault on the part of the Receiving Party;

b) is lawfully obtained by the Receiving Party from any source other than Amdocs free of any obligation to keep it confidential;

c) is previously known to the Receiving Party without an obligation to keep it confidential, as can be substantiated by written records;

d) is expressly released in writing from such obligations by Amdocs; or

e) is required to be disclosed pursuant to law, regulation, judicial or administrative order or request by a governmental or other entity authorized by law to make such request; provided , however , that the Receiving Party first notifies Amdocs to enable it to seek relief from such requirement, and renders reasonable assistance requested by Amdocs (at Amdocs’ expense) in connection therewith.

9. This Agreement shall be in full force and effect for a period commencing on the date first stated above and ending either four (4) years after the conclusion of the Consulting Services referred to herein or seven (7) years from the date first stated above, whichever occurs later.

10. If the Receiving Party discloses, disseminates, releases or uses any part of Amdocs Proprietary Information, except as provided for in this Agreement, such disclosure, dissemination, release or use , or the threat thereof shall be deemed to be a material breach of this Agreement. In the event of any material breach of this Agreement by the Receiving Party, the Receiving Party, upon demand from Amdocs, shall immediately discontinue access to the Amdocs Proprietary Information and shall immediately return to Amdocs or to Customer all Amdocs Proprietary Information including any copies thereof. If a copy of any part of the Amdocs Proprietary Information cannot be returned as a result of physical impossibility, such copy shall be promptly destroyed and such destruction shall be certified in writing by the Receiving Party. The provisions of this paragraph are in addition to any other legal or equitable rights and remedies that Amdocs may have.

11. The Receiving Party acknowledges that a breach of this Agreement may cause Amdocs extensive and irreparable harm and damage, and agrees that Amdocs shall be entitled to injunctive relief to prevent use or disclosure of the Amdocs Proprietary Information not authorized by this Agreement, in addition to any other remedy available to Amdocs under applicable law. Furthermore, the Receiving Party hereby acknowledges that any breach of this Agreement may cause the termination of its employment and/or the provision of the Consulting Services to Customer as a result of Amdocs’ activities to protect its rights under this Agreement, and agrees that it shall have no recourse or claim of action against Amdocs and/or Customer based upon or in connection with such activities.

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12. This Agreement constitutes the entire agreement between the parties and supersedes any prior or contemporaneous oral or written representation with regard to the subject matter hereof. This Agreement may not be modified except by a written instrument signed by both parties. If, however, any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provision, and the rights and obligations of the parties shall be construed and enforced accordingly. In addition, the parties shall cooperate to replace the invalid or unenforceable provision with a valid and enforceable provision that will achieve the same result (to the maximum legal extent) as the provision determined to be invalid or unenforceable.

13. This Agreement shall be governed by and construed under the laws of the State of New York, U.S.A., without giving effect to such laws’ provisions regarding conflicts of law.

IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the date first stated above.

____________________ Amdocs Software Systems Limited

(“Receiving Party”) (“Amdocs”)

By _____________________________ By: ___________________________

Name: _____________________________ Name: ___________________________

Title: _____________________________ Title: ___________________________

Date: _____________________________ Date: ___________________________

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Exhibit C2

MUTUAL NONDISCLOSURE AND CONFIDENTIALITY AGREEMENT BETWEEN AMDOCS AND USCC’S CONSULTANTS

THIS NONDISCLOSURE AND CONFIDENTIALITY AGREEMENT (“Agreement”) is made as of the ______ day of _____________, 201_

BY AND BETWEEN:

AND

________________________________, a ______________________ [***] organized and existing under the laws of ____________________, having its principal offices at ____________________________(hereinafter referred to as the “Company”).

WHEREAS the Company is the owner and/or the author of and/or has the rights to disclose certain valuable proprietary documentation and business and technical information relating to its current and future business plans, which are not generally available to the public and which the Company may desire to protect against unrestricted disclosure, all of which are referred to in this Agreement as the “Company Proprietary Information”; and

WHEREAS Amdocs (or any of its affiliated companies) is the owner and/or the author of and/or has the right to license certain valuable proprietary routines, computer programs, documentation, trade secrets, systems, methodology, know-how, marketing and other commercial knowledge, techniques, specifications, plans and other proprietary information, including but not limited to material associated with and forming part of the proprietary software products of Amdocs known as [***] (separately and collectively, the “Amdocs Products”) , all of which, including any related ideas and look-and-feel , are referred to in this Agreement as the “Amdocs Proprietary Information”; and

WHEREAS the Company has been engaged as a ______________________ [***] by United States Cellular Corporation (hereinafter referred to as “Customer”) for __________________________________ (add description of services) (hereinafter referred to as the “Project”); and

WHEREAS each party may, in connection with the Project, disclose to the other party information that is part of its Proprietary Information and, therefore, the parties wish to set forth the manner in which the Company Proprietary Information and the Amdocs Proprietary Information will be treated during the Project;

NOW, THEREFORE, the parties agree as follows:

1. The term “Proprietary Information,” whenever relating to Company’s information, shall mean the Company Proprietary Information, and whenever relating to Amdocs’ information, shall mean the Amdocs Proprietary Information.

2. The receiving party agrees to hold strictly confidential the disclosing party’s Proprietary Information and shall not copy, distribute, disseminate or otherwise disclose the

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disclosing party’s Proprietary Information to anyone other than to employees or agents of Customer or the receiving party who have a need to know such information for purposes of the Project.

3. Furthermore, the receiving party hereby undertakes:

a) not to use the disclosing party’s Proprietary Information for any purposes other than the Project;

b) not to make the disclosing party’s Proprietary Information available to, not permit its use by any third party, directly or indirectly, with the exception of Customer or its agents as aforesaid;

c) not to sell, grant or in any other way enable any third party to use the disclosing party’s Proprietary Information;

d) without derogating from the foregoing, during the term of this Agreement, not to use the disclosing party’s Proprietary Information:

(i) in developing such software system(s) for itself or any third party; and/or

(ii) in operating a service bureau for others.

4. [***] The Company acknowledges that certain Amdocs Proprietary Information is subject to additional restrictions by agreement between Amdocs and Customer (the “Restricted Information”). Customer or Amdocs shall identify any Restricted Information to the Company. In addition to the obligations set forth in this Agreement with respect to the Amdocs Proprietary Information, in connection with the Restricted Information, the Company shall comply with the following:

(a) the Company acknowledges that the Restricted Information shall reside exclusively on Customer’s network;

(b) the Company shall be limited to accessing such the Restricted Information either via direct access to Customer’s network or via VPN-like technology; and

(c) the Company shall not replicate the Restricted Information locally or otherwise remove the Restricted Information from Customer’s network.

5. Upon the termination and/or expiration of this Agreement for any reason and/or upon the conclusion of the Project and/or at the request of the disclosing party (subject to Customer’s concurrence), the receiving party shall:

(a) return to the disclosing party or to Customer any document or other material in tangible form in its possession being part of the Proprietary Information of the disclosing party; and/or

(b) destroy any document or other material in tangible form that contains Proprietary Information of the disclosing party and the receiving party; and

6. Disclosure of the disclosing party’s Proprietary Information to the receiving party may only be made in writing or other tangible or electronic form that is marked as proprietary and/or confidential information of the disclosing party, or occur by demonstration of any products of the disclosing party.

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7. Disclosure of the disclosing party’s Proprietary Information to the receiving party shall in no way serve to create, on the part of the receiving party, a license to use, or any proprietary right in, the disclosing party’s Proprietary Information or in any other proprietary product, trademark, copyright or other right of the disclosing party.

8. Any use by the receiving party of the disclosing party’s Proprietary Information permitted under this Agreement is conditioned upon the receiving party first taking the safeguards and measures required to secure the confidentiality of such information . Without limiting the generality of the foregoing, the receiving party shall: (a) draw to the attention of its employees, who shall have access to the disclosing party’s Proprietary Information, all the obligations contained in this Agreement, and (b) ensure that each such employee complies with the terms of this Agreement.

9. The confidentiality obligations of the receiving party regarding the disclosing party’s Proprietary Information shall not apply to such Proprietary Information that:

(a) becomes public domain without fault on the part of the receiving party;

(b) is lawfully obtained from a source other than the disclosing party, free of any obligation to keep it confidential;

(c) is previously known to the receiving party without an obligation to keep it confidential, as can be substantiated by written records;

(d) is expressly released in writing from such obligations by the party that owns or has the rights to such Proprietary Information; or

(e) is required to be disclosed pursuant to law, regulation, judicial or administrative order, or request by a governmental or other entity authorized by law to make such request; provided , however , that the receiving party so required to disclose shall first notify the disclosing party to enable it to seek relief from such requirement, and shall render reasonable assistance requested by the disclosing party (at the disclosing party’s expense) in connection therewith.

10. This Agreement shall be in full force and effect for a period commencing on the date first stated above and ending either four (4) years after the conclusion of the Consulting Services referred to herein or seven (7) years from the date first stated above, whichever occurs later.

11. Each party acknowledges that its breach of this Agreement may cause the other party extensive and irreparable harm and damage, and agrees that the other party shall be entitled to injunctive relief to prevent use or disclosure of its Proprietary Information not authorized by this Agreement, in addition to any other remedy available to the other party under applicable law.

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provision, and the rights and obligations of the parties shall be construed and enforced accordingly. In addition, the parties shall cooperate to replace the invalid or unenforceable provision with a valid and enforceable provision that will achieve the same result (to the maximum legal extent) as the provision determined to be invalid or unenforceable.

13. This Agreement shall be governed by and construed under the laws of the State of New York, U.S.A., without giving effect to such laws’ provisions regarding conflicts of law.

IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the date first stated above.

____________________ Amdocs Software Systems Limited

(“Company”) (“Amdocs”)

By _________________________ By: __________________________

Name: _________________________ Name: __________________________

Title: _________________________ Title: __________________________

Date: _________________________ Date: __________________________

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Exhibit D

USCC PREFERRED VENDOR STANDARDS

The following is a summary of the standards required by USCC for Consultant to attain “USCC Preferred Vendor” status.

Consultant shall fully comply with the USCC Consultant Code of Business Conduct (attached to this Agreement as Exhibit B), and have no outstanding incidents pending review or remedy.
Consultant’s account representatives shall have only limited access to USCC premises, and only upon prior approval by USCC. Consultant shall surrender access cards to the appropriate USCC representative upon request. Exceptions to access will be based on strict conditions as determined by USCC’s CTO.
It is the intent of USCC to review candidate paperwork and to interview candidates without regard to identity of referring Consultant or any Consultant personnel. Therefore, Consultant logo or other Consultant identification is not to be displayed on clothing or materials of candidates, and is not to appear on candidate resumes or other summary documents to be reviewed. Account representatives may not accompany candidates to interviews nor participate in the interview in any fashion.
Consultant shall submit a maximum of two candidates per USCC requisition unless specifically authorized by an approved USCC Vendor Relations associate in advance.
Consultant and candidates shall consent to participation in the standard USCC-authorized pre-engagement screening procedures.
Consultant agrees to participate in regular measured performance reviews to assess Consultant compliance in such areas as: (a) quality of candidates, (b) number of candidates selected for interviews, (c) number of awarded contracts, (d) number of early terminations of consultants / contractors, (e) rate card adherence, (f) project success, (g) time to respond with a candidate after a USCC requisition, and (h) timely billing entry, as well as additional areas that USCC may designate from time to time.

7. In addition to satisfactory performance in each of the areas above, Consultant shall meet or exceed minimum standards in each category of the following USCC CONSULTANT REQUIREMENTSCRITERIA FOR PREFERRED VENDORS:

NOTE: Failure to meet these standards may result in loss of preferred status and loss of opportunity for future business.

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USCC CONSULTANT REQUIREMENTS CRITERIA FOR PREFERRED VENDORS

CATEGORY	MINIMUM REQUIREMENT

“Submission Rate”	Consultant must submit a candidate for a minimum of 95% of the requisitions sent to Consultant, as calculated on a quarterly basis.
“Interview Rate”	Of the candidates submitted by Consultant, a minimum of 33% must be requested by a hiring manager to interview, as calculated on a quarterly basis.
“Offer Rate”	A minimum of 40% of interviewed qualified candidates must receive an offer from a hiring manager, as calculated on a quarterly basis.
“Hire Rate”	A minimum of 95% of candidates who received an offer accept the offer, as calculated on a quarterly basis.
“Rate Card Exceptions-Submissions”	Consultant may not submit more than 10% of candidates with bill rates exceeding the pre-defined rate card, as calculated on a quarterly basis.
“Rate Card Exceptions-Hiring”	Not more than 2% of Consultant’s personnel on assignment at USCC or a USCC Affiliate may be above the rates in the pre-defined rate card, as calculated on a quarterly basis.

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Exhibit E

EXPENSE REIMBURSEMENT TERMS

USCC shall reimburse Consultant’s reasonable travel and living expenses ( i.e. , airfare, hotel, ground transportation and per diem) as follows:

(a) Airfare: Actual airfare based on reasonable flight and coach airfare.

(b) Hotel: Actual daily rate for reasonable accommodations at locations where USCC notifies Consultant from time to time that USCC has a corporate rate.

(d) Per diem (covers all other expenses): $[***] per day.

Consultant shall provide third-party invoices and receipts to support requests for reimbursement of airfare, hotel and ground transportation.

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Exhibit F

CONSULTANT COMPETITORS

1. For purposes of this Agreement, “Consultant Competitors” are the following companies (including their operating affiliates):

1.1. [*** ]

a) [***1]

b) [***]

c) [***]

d) [***]

1.2. [***] .

a) [***]

b) [***]

c) [***]

d) [***]

e) [***]

f) [***]

2. On an annual basis, Consultant may submit to USCC in writing updates to the foregoing lists which shall be deemed to be incorporated herein upon USCC’s written approval, which will not be unreasonably withheld.

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Exhibit G

ADDITIONAL DATA SECURITY OBLIGATIONS

1. Data Security Regulations

1.1. When shipping Confidential Information in electronic media, it must be encrypted. Keys or seeds must be properly protected and not accessible by hackers, and Consultant must maintain a written and tested process for key rotation on a periodic basis or in event of compromise.

1.2. Hardcopy shipments of Confidential Information must be undertaken using Consultant employees and maintained in secure enclosures during shipment.

1.3. No Confidential Information may be placed on laptops or other portable devices unless in encrypted form.

1.4. No Confidential Information shall be transmitted electronically across the Internet, or any other network accessible by persons other than those with a need to know for the purposes of this Agreement, unless it is in encrypted form.

1.5. Consultant must maintain logs of persons accessing Confidential Information depicting the details of the access and transactional changes made so that reversals can be made if deemed necessary.

1.6. Consultant must place all Confidential Information behind industry standard access control that limits access to only those permitted under the Agreement and using the “least privilege” model for access.

1.7. Consultant must employ technical ( e.g. , access and logging restrictions) and organizational ( e.g. , employee security training) mechanisms to prevent unauthorized copying of Confidential Information.

1.8. Consultant must employ technical ( e.g. , restricting physical access to Consultant’s premises) and organizational ( e.g. , employee security training) mechanisms to prevent unauthorized removal of Confidential Information from Consultant’s facilities.

1.9. Consultant must run industry standard anti-virus and anti-spyware tools for any environment into which Confidential Information will be placed.

1.10. Consultant must employ industry standard intrusion detection tools for any environment into which PII will be placed.

1.11. Consultant must perform application and database vulnerability assessments using industry standard tools (mitigating any issues defined as medium or higher) and a

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Security Review/risk assessment of the design and security controls implemented to protect the data.

1.12. For avoidance of doubt, except as otherwise agreed by the parties and specified in a Statement of Work, no remote/home access to Confidential Information shall be permitted, except by Consultant’s employees located in the United States using VPN (with encryption consistent with the requirements below) and only via computing equipment and/or associated infrastructure that precludes remote downloads of Confidential Information and enables detection of inappropriate remote browsing of Confidential Information. Except as otherwise agreed by the parties and specified in a Statement of Work, no offshore remote/home access to Confidential Information is permitted.

1.13. USCC shall have the right to inspect and audit Consultant’s security arrangements, on reasonable notice and under provisions of a confidentiality agreement.

2. As used in this Exhibit, the term “encrypted” or “encryption” shall mean encrypted or encryption using at least “Triple DES” or AES with a minimum encryption strength/key of 128 bit and minimum seed/key length of 128 bit., using a nonproprietary industry standard algorithm that has not been broken. For purposes of this Exhibit G, transport encryption must consist of a minimum of SSL v3 – 3DES or RC4 128 bit encryption with a 1024 bit key. Sensitive data in storage must be protected using a minimum of AES 128/128 encryption and very sensitive data (credit card, PCI, SSN, etc) must be protected using a minimum of AES 256/256 encryption.

3. Organizational mechanisms include but are not limited to: 1) code of conduct or like employee compliance measures, accompanied by appropriate discipline for violation of same; and 2) background checks for all employees permitted to access PII, as specified in Section 5 of this Exhibit G below.

4. As used in this Exhibit, the term “industry standard” shall mean: (1) actually used or adopted by a substantial number of companies working with comparable information; (2) prescribed for use by an industry standards body or group; or (3) assessed by recognized experts in the field as acceptable and reasonable.

5. Background Checks :

5.1. In each case to the extent permissible under applicable law , including any such law requiring such person’s consent, Consultant will conduct background checks on its employees to whom Consultant proposes to grant access to PII (each such person, an “Consultant Employee”), consisting of the following (as such terms are defined in Section 5.2 of this Exhibit G below):

(a) Criminal Background Check of such person;

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(b) use of reasonable efforts to ensure that such person has not falsified his or her Identification Credentials;

(c) verification of (i) the employment claimed by such person, and (ii) such person’s qualifications, which may include the education levels and degrees such person claims to have completed and received; and

(d) a Drug Screen.

5.2. For purposes of this Section 5 of this Exhibit G, the following terms have the following definitions:

(a) Convicted , with respect to a Consultant Employee, shall mean that such person has been convicted of (i) a crime involving (a) violence against another person or (b) dishonesty, (ii) a sex crime, or (iii) any other serious crime (equivalent to a felony under U.S. law).

(b) Criminal Background Check, with respect to a Consultant Employee, shall mean, in each case to the extent permissible under applicable law (including such law requiring such person’s consent or relating to the rehabilitation of offenders), (i) a Criminal Background Check of such person covering each county, state, provincial and federal court district, or equivalent, in which he or she lived, worked, or attended college or university, to verify the absence of convictions for any crime referenced in the definition of “Convicted” above.

(c) Drug Screen , with respect to a Consultant Employee, shall mean to the extent permissible under applicable law (including any such law requiring such person’s consent) the testing of such person for the unlawful use of illicit drugs, including the cannabinoids, cocaine, amphetamines, opiates, and phencyclidine (PCP).

(d) Identification Credentials , with respect to a Consultant Employee, shall mean documents setting forth indicia of such person’s identity, including his or her passport, marriage certificate (if any), and other personal documents.

5.3. Consultant shall not grant access to any PII to any Consultant Employees in the event the background checks of such personnel demonstrate any of the following:

(a) Falsification of Identification Credentials;

(b) Felony convictions or misdemeanor convictions that are detrimental to the business; or

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6. Offshore Restrictions . USCC authorizes Consultant employees located in Consultant’s facilities in the United States, India, Israel, and other locations to be agreed by the parties, to access USCC’s Confidential Information solely and exclusively for the purposes of performing the Services. All of the security and confidentiality restrictions set forth in this Agreement shall apply to such access. Notwithstanding the foregoing, USCC may revoke and/or terminate the aforementioned authorization if (a) so directed by a governmental entity, regulatory authority or court of competent jurisdiction, and/or (b) in USCC’s reasonable opinion, changes in applicable laws, regulations, orders or pronouncements from any regulatory or legal authority materially impact the legal risks to, and/or obligations of, USCC associated with Consultant’s access to and/or use of USCC’s PII at or from locations outside the United States. Consultant shall not store, transmit, or access USCC’s PII in, through, or from a site located outside the United States nor shall Consultant make such information available to any person who is located outside the United States.

7. On an annual basis, USCC may submit to Consultant in writing other reasonable security measures which shall be deemed to be incorporated herein upon Consultant’s written approval, which will not be unreasonably withheld.

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Exhibit H

DELIVERABLES CATEGORIES

1. Except as otherwise agreed by the parties and specified in the applicable Statement of Work, all tangible Deliverables under a Statement of Work shall be categorized as a Category [***] Deliverable or Category [***] Deliverable in accordance with the following table:

*Description of Deliverable*	*Deliverable Category*
a. Software ([***]) that is developed by Consultant in the course of providing Services, and that constitutes derivative works of, or enhancements, changes or modifications to, Consultant’s proprietary software that is or may be licensed by Consultant to USCC under a separate license agreement, and that is intended to be used in conjunction with Consultant’s proprietary software.	Category [***]
b. Documentation relating to the software described in row #1 above that is developed by Consultant in the course of providing Services including, without limitation, Scope Document, High Level Design Document, Detailed Design Document, Object Relationships Document, Business Processes Document, Use Case List, or Code Review Document (as such terms are defined below).	Category [***]
c. Software ([***]) that is developed by Consultant in the course of providing Services that constitutes a Standalone Module (as defined below).	Category [**]
d. Documentation relating to the software described in row #3 above that is developed by Consultant in the course of providing Services.	Category [**]
e. Software ([***]) that is developed by Consultant in the course of providing Services that constitutes an API (as defined below).	Category [**]
f. Documentation relating to the software described in row #5 above that is developed by Consultant in the course of providing Services.	Category [**]
g. Other software ([***]) developed by Consultant in the course of providing Services, and that is not software as described in row #1 above or a Standalone Module ( e.g. , a customization developed by Consultant to a third party’s proprietary software).	Category [**]
h. Documentation relating to the software described in row #7 above that is developed by Consultant in the course of providing Services, or other documentation developed by Consultants ( e.g. , audit reports relating to systems owned by USCC).	Category [**]

* Each Category 2 Deliverable will be further classified as either a Category [***] Deliverable or a Category [***] Deliverable as agreed by the Parties and specified in the applicable SOW.

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2. For purposes of the foregoing Table, the following terms are defined as follows:

2.1. “API” or “Application Program Interface” means a set of formalized software calls and routines that can be used to communicate with another program or operating system.

2.2. “Business Process Document” means a description/representation of the business flows supported by an application.

2.3. “Code Review Document” means the material generated while reviewing and inspecting software code.

2.4. “Detailed Design Document” means a document that describes the layout and functionality of the required features of developed software in enough detail for software developers to be able to implement them in software code.

2.5. “High Level Design Document” means a description of the functionality provided by an application in support of a set of functional requirements.

2.6. “Object Relationships Document” means a document that specifies the data model changes to Consultant’s proprietary software that are being requested. This document is intended to facilitate understanding and discussion of the data model, business processes, services, and operations of the components.

2.7. “Standalone Module” means a software program or combination of software programs that; (i) are designed at USCC’s request and to operate both together with and independently from Consultant’s proprietary software products;, (ii) do not include any Consultant’s proprietary software code (other than software code required to interface to the Consultant’s proprietary software); and (iii) if provided to a third party, would not reveal proprietary, confidential or trade secret information of the Consultant’s proprietary software (other than information required to interface to the Consultant’s proprietary software).

2.8. “Use Case List” means a list of business scenarios and how they are supported by a design or application.

3. At time of signing a Statement of Work hereunder, the parties will specify in the Statement of Work the expected Deliverables and the category of each Deliverable ( i.e. , whether it is a Category [***] Deliverable or a Category [***] Deliverable). Upon the completion of the scoping or requirements stage of the Statement of Work, the parties will reconfirm the Deliverables and their categorization, or make any changes thereto as agreed by the parties.

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Exhibit I

CONSULTANT TIME AND MATERIALS RATES

1. RATES

1.1 Manpower Rates Table (effective January 1, 2010 to December 31, 2012):

Job Classification Blended Hourly Rate*

Senior Consulting Services Personnel (described in Section 1 of Attachment 1 to this Exhibit I)

$[***]

PMO & Consulting Personnel (described in Section 2 of Attachment 1 to this Exhibit I)

$[***]

Communications System Software Personnel (described in Section 3 of Attachment 1 to this Exhibit I)

$[***]

Testing Personnel (described in Section 4 of Attachment 1 to this Exhibit I)

$[***]

Development Personnel in India **

$[***]

* For purposes of this table, “blended” means that the rate applies to all locations and personnel levels, except where otherwise indicated.

** If Consultant offers to provide to USCC Services to be performed by Development Personnel located at applicable low-cost development centers other than India, then (a) if the rates to be paid by Amdocs to such Development Personnel are materially the same as the corresponding rates in India, the Blended Hourly Rate for Development Personnel in India shall apply to the Services performed by such Development Personnel; or (b) if the rates to be paid by Amdocs to such Development Personnel are materially less than or greater than the corresponding rates in India, respectively, the parties will negotiate in good faith an amendment to this Manpower Rates Table to add a new Job Classification category and corresponding Blended Hourly Rate for the Services to be performed by Development Personnel located at such development center.

1.2 Job Classification Descriptions

Job classifications are set forth in Attachment 1 attached hereto and made part hereof.

2. EXPENSES

The aforementioned rates do not include travel and living expenses ( i.e. , airfare, hotel, ground transportation and per diem), which will be reimbursable by USCC as follows:

(a) Airfare: Actual airfare based on reasonable flight and coach airfare.

(b) Hotel: Actual daily rate for reasonable accommodations at locations where USCC notifies Consultant from time to time that USCC has a corporate rate.

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(d) Per diem (covers all other travel and living expenses): $[***] per person, per day.

3. GENERAL

3.1 Consultant’s Services not included in fixed price activities will be provided on a time and materials basis in accordance with the rates specified above. All charges are in U.S. Dollars and, as set forth in Section 3.7 of the Agreement, are net (before) U.S. Transaction Taxes and of any deduction that may be made by USCC pursuant to Section 3.3 of the Agreement. Prior to USCC deducting, pursuant to Section 3.3 of the Agreement, any percentage from Consultant’s fee, USCC shall notify Consultant of the percentage that USCC intends to so deduct. Consultant shall then recalculate its invoice, and “gross up” invoiced amounts to proportionately increased amounts, so that the fee that Consultant receives, net of such percentage, is the fee calculated pursuant to the rates specified above. Consultant shall then re-issue its invoice, with the “grossed up” amounts; USCC shall then deduct from the fees set forth on such “grossed up invoice” the percentage deduction pursuant to Section 3.3 of the Agreement so that the net fees Consultant receives equal to the sum it would have received had no such deductions been made.

3.2 USCC shall use reasonable efforts to provide Consultant, at Consultant’s request, with such assistance as shall be necessary to obtain work permits and any other permits or documents required by authorities in the United States for Consultant to perform its obligations under this Agreement and the applicable Statements of Work.

4. VOLUME DISCOUNT

4.1 The pricing set forth in this Exhibit I for Consultant’s manpower rates on a time and materials basis shall be subject to a volume discount as follows:

Discount Tier	Hours invoiced	% Discount (applied to hours in such tier)
1	Up to [***] (inclusive)	0.0%
2	From [*] through [*] (inclusive)	[***]%
3	From [*] through [*] (inclusive)	[***]%
4	[***] and above	[***]%

4.2 The discounts set forth above shall apply only to Consultant’s time and materials hourly fees and shall not apply to expenses, taxes, and other out-of-pocket amounts for Consultant. Any percentage deduction pursuant to Section 3.3 of the Agreement shall be applied to the net amount of the fees after application of the relevant discount(s) and after deduction or offset of any credits owed by Consultant to USCC.

4.3 The discounts set forth above shall be calculated and applied separately for each monthly invoice and shall not be affected by any discount tier achieved in prior invoices or by any cumulative amount of hours invoiced in more than one invoice.

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4.4 To calculate the applicable discount for an invoice, Consultant shall determine the average hourly rate of hours billed on such month’s invoice (pre-discount). The average hourly rate for that month shall be calculated as the gross amount payable (comprised of each billed hour multiplied by the respective applicable rate across the various job qualifications) divided by the total number of hours billed for such month. Consultant shall then apply the discount levels separately to hours invoiced in each tier.

4.5 The amount of the discount earned for any invoice will be the gross (undiscounted) hourly amount payable minus the discounted total hourly amount.

4.6 USCC shall pay the gross amount payable to Consultant. The dollar amount of the discount earned with respect to any monthly invoice shall be applied to the subsequent month’s invoice as a credit against the amount due for Consultant’s time and materials based fees ( i.e. , Consultant’s manpower hourly rates) but shall not affect the calculation of discounts or average fees applicable to such subsequent month’s invoice. Unused portions of such discounts will not carryover further.

4.7 Example . As an illustrative example, if Consultant issued a monthly invoice in October for [***] hours, then Consultant would calculate a discount as follows:

--The first [***] hours (Tier 1 hours): no discount is applied; such hours are charged at the average hourly rate for such invoice;

--Hours [***] through [***] (Tier 2 hours): shall be subject to a [***]% discount; and

--Hours [***] through [***] (Tier 3 hours): shall be subject to a [***]% discount.

Therefore, in such example, the discounted total hourly amount (net of any deduction pursuant to Section 3.3 of the Agreement and net of taxes) would be the sum of: (a) [***] x average hourly rate, (b) [***] x average hourly rate x [***]%, and (c) [***] x [***]%. Notwithstanding calculation of the discount, USCC would pay the gross amount payable to Consultant, subject to application of a credit based on a discount carried forward from the prior month.

If, in such example, Consultant then issued a monthly invoice in November for [***] hours, no discount would be applicable with respect to such hours (such hours are all Tier 1 hours), and therefore there would be no credit applied to the December invoice. However, the discount earned by USCC pursuant to the October invoice would be applied as a credit against the November invoice.

5. PRICE PROTECTION

Commencing on January 1, 2012, upon written notice to USCC at least 90 days prior to the effective date of a change in Consultant’s rates, Consultant may change such rates once a year in an amount not to exceed the annual percentage change (related to the twelve-month period preceding such increase) in the U.S. Consumer Price Index-All Urban Consumers, U.S. City Average, as published by the Bureau of Labor Statistics, U.S. Department of Labor, plus [***] percent ([***]%).

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Attachment 1 To Exhibit I

Job Classification Descriptions

1. Senior Consulting Services Personnel

Title	Consulting Director
Tasks & Responsibilities	Work across the enterprise and geographies to provide advice, direction and thought leadership on a specific industry, technology, and infrastructure or business system. Think creatively to generate ideas and solutions that meet or exceed the customer's immediate requirements and provide value. Create solutions that address business needs such as boosting workforce productivity, improving cost efficiencies, strengthening market position, supplementing staff, etc. Stay current with the latest industry trends, process improvements, and the technologies that support them.
Qualifications / Education	Minimum of 3 previous projects in the same role for more than 2 clients Relevant Industry knowledge and Technology exposure.
Skills & Competencies	Analyze business focus/direction/drivers. Analyze change needs and affected business components. Analyze client environment/develop strategy. Analyze prospect's financial situation. Analyze/define initial problem & impact. Analyze/improve plant/work layouts. Articulate value of solutions. Articulate/report findings. Conduct facilitated sessions. Deliver presentations. Develop industry business model/solution. Evaluate application architecture. Evaluate/optimize application capability. Navigate political/cultural structure. Optimize business rules/system functionality. Provide timely/effective communications. Provide/maintain industry expertise.

Title	Senior Application/System Architect
Tasks & Responsibilities	Translate customer requirements into a compliant applications architecture and technical applications designs and/or reference architectures. Application Architects must have in-depth knowledge of applicable technologies, industry disciplines, regulatory and technical standards and application components. The Application Architect must be able to comprehend the underlying processes and dependencies in support of the business objectives.
Qualifications / Education	Graduate Level. Recognized Industry/professional qualifications in particular technologies and/or Methodologies and/or Consultant’s proprietary solutions.
Skills & Competencies	Validate business requirements as presented and work collaboratively to design the application and/or product solution in support of these requirements. Develop and specify end-to-end solutions aligned with the Supplier vision and delivered using a common set of processes and tools. Provide application solution consulting. Document and present the solution to both Consultant and customer’s senior level management. Participate in the definition and launch of application development projects and lead technical reviews and health checks at appropriate project milestones. Monitor market trends and the recommendations of standards bodies to ensure that the Consultant is positioned to define appropriate application architecture. Comply with Consultant’s Corporate Methods and Processes. Adhere to Consultant’s Technology Policy where appropriate for the customer. Adhere to software engineering standards and leading practices.

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Title	Implementation Director
Tasks & Responsibilities	Work with development teams to ensure smooth transition from development to production Plan and document major releases in accordance with Consultant’s methodology and leading practices as well as contractual commitments to the customer. Act as an integrator, coordinator and a focal point for pre-production readiness activities that require coordination between business, delivery and operations teams. Plan and manage the deployment activities including deployment walkthroughs and deployment night.
Qualifications / Education	Graduate Level Minimum of 2 years experience in similar roles Professional and/or technical certifications.
Skills & Competencies	Deep knowledge and leadership in the Consultant project lifecycle and production support methodology Deep knowledge of the customer’s solution Good knowledge of MS-Project Customer centricity and customer management skills Strong documentation management experience Understanding of the telecommunication business and work processes Excellent communication skills Capable to work under high pressure and make critical and quick decisions Capable to identify and manage risk

2. PMO & Consulting Personnel

Title	Program/Project Manager
Tasks & Responsibilities	Lead, direct and manage limited resources to accomplish project objectives on time, within budget and to customer expectations using standard project management tools, techniques and methods. Provide direct client interface and ensure service excellence delivery.
Qualifications / Education	Minimum of 3 previous projects in the same role for more than 2 clients Graduate Level; PMI/PMP Certified Professional.
Skills &	Build relationships - Work collaboratively with others, inside and outside

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Title

Program/Project Manager

Competencies

Consultant, and at multiple levels within the organization. Meet commitments and build trust. Develop positive working relationships.

Conduct project plan review - Conduct a thorough review of all components in the Project Plan: scope, deliverables, time frame, and cost. After reviewing the Project Plan and requirements, verify that all parties are satisfied with the contents, and gain the final acceptance to proceed with executing the plan.

Create project/program estimates - Use project/program management practices, tools, and methodologies and procedures to determine project assumptions, constraints, process outputs, resource requirements, budget and schedule that support project estimates.

Define project scope - 1. Identify key stakeholders and their requirements. Align to goals / objectives. 2. Define the business requirements to establish and maintain a common understanding with the customer of the requirements to be addressed by the project. 3. Conduct interviews to understand needs and identify needs / requirements. 4. Develop a formal scope document clearly defining the project scope's boundaries and content and the scope of services that will be provided.

Develop/maintain baseline project plans - Refine requirements with project/program stakeholders and use decomposition and resource/budget/time estimating techniques to integrate project requirements, tasks, deliverables, acceptance criteria, procedures, and risk mitigation into a baseline plan.

Manage contracts - Perform Make/Buy analysis for all project needs. Manage contractual instruments for the successful delivery of the products or services provided by the project.

Manage issues - 1. Proactively identify issues and risks that may impact a successful program/project completion. Create and maintain a project issues list. Record and assure visibility of identified program/project issues. 2. Create action plans and assign responsibility for execution. Escalate issues when appropriate. Communicate issues, action plan status, and recommendations to stakeholders on a regular basis. 3. Close issue logs, action plans and records upon issue resolution. Archive issue results in a central repository.

Manage project plan integration - Produce project plans used to manage and control project execution. Use project plan to ensure appropriate integration of all activities to meet objectives.

Manage project quality - Identify the quality standards that are relevant to the project and determines how to satisfy them within a Quality Management Plan. Execute Quality Management Plan.

Manage project scope - Apply knowledge of contractual project scope definition and identify both major and minor changes to scope (scope creep). Use structured change management approach to identify potential scope changes, both new scope and reductions in scope, with the customer. Analyze and discuss potential impacts to project plan. Negotiate scope changes with the customer as to impact of cost, schedule or quality.

Manage project teams - Acquire, organize, and manage the people resources that comprise the project team. Ensure the right number of people with the right skills are engaged in performing project tasks, in accordance with the project schedule. Create backup/succession plans as appropriate. Monitor and evaluate performance, and provide constructive feedback, recognition, rewards, and opportunities to grow and develop. Work with the team to review and resolve performance issues.

Manage project WBS and schedule - Define the specific activities that must be

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Title

Program/Project Manager

performed in order to produce the deliverables identified in the work breakdown structure in order that the project objectives will be met. Based upon activity relationships, develop project schedule and manage activities to schedule.

Manage project/program financials - 1. Use financial principles, practices, tools, and methods to cost-effectively allocate, distribute, and account for resources to ensure achievement of project/program objectives, on time and within budget. 2. Apply appropriate financial planning and controls to the project to establish budget and meet financial objectives. Develop and implement cost change control system. Influence factors that favorably change cost baseline. Review performance reports and change requests that cause variance to baseline. Track planned costs vs. actual costs, determine cause and forecast effects of variance. Revise cost estimates and budgets. Ensure corrective action is taken to bring expected performance in line with project plan. Forecast completion of project based on performance.

Manage risk - 1. Proactively identify risk that may impact a successful program/project completion. Create and maintain a project risk log. Record and assure visibility of identified program/project risks. 2. Create risk mitigation plans and assign responsibility. Escalate risks when appropriate. Communicate risks, mitigation plans, and recommendations to stakeholders on a regular basis.

Monitor project environment - Monitor project progress in the context of Consultant, customer, market and industry environments.

Monitor/report project status - Use a disciplined monitoring approach, earned-value-measurement process, and a structured approach to problem solving to accurately monitor and communicate current project status and progress and provide early warning and correction of variations from the plan to ensure achievement of objectives.

Provide excellent customer service - Work to understand customer needs and requirements and respond with foresight, thoroughness and dedication.

Title	Consulting Expert
Tasks & Responsibilities	Work across the enterprise and geographies to provide advice, direction and thought leadership on a specific industry, technology, and infrastructure or business system. Think creatively to generate ideas and solutions that meet or exceed the customer's immediate requirements and provide value. Create solutions that address business needs such as boosting workforce productivity, improving cost efficiencies, strengthening market position, supplementing staff, etc. Stay current with the latest industry trends, process improvements, and the technologies that support them.
Qualifications / Education	Minimum of 1 previous project in the same role Relevant Industry knowledge and Technology exposure.
Skills & Competencies	Analyze business focus/direction/drivers. Analyze change needs and affected business components. Analyze client environment/develop strategy. Analyze prospect's financial situation. Analyze/define initial problem & impact. Analyze/improve plant/work layouts.

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Title

Consulting Expert

Articulate value of solutions.

Articulate/report findings.

Conduct facilitated sessions.

Deliver presentations.

Develop industry business model/solution.

Evaluate application architecture.

Evaluate/optimize application capability.

Navigate political/cultural structure.

Optimize business rules/system functionality.

Provide timely/effective communications.

Provide/maintain industry expertise.

Title	Application/System Architect
Tasks & Responsibilities	Translate customer requirements into a compliant applications architecture and technical applications designs and/or reference architectures. Application Architects must have in-depth knowledge of applicable technologies, industry disciplines, regulatory and technical standards and application components. The Application Architect must be able to comprehend the underlying processes and dependencies in support of the business objectives.
Qualifications / Education	Graduate Level. Deep knowledge of Consultant’s proprietary solutions
Skills & Competencies	Validate business requirements as presented and work collaboratively to design the application and/or product solution in support of these requirements. Develop and specify end-to-end solutions aligned with the Supplier vision and delivered using a common set of processes and tools. Provide application solution consulting. Document and present the solution to both Consultant and customer’s senior level management. Participate in the definition and launch of application development projects and lead technical reviews and health checks at appropriate project milestones. Monitor market trends and the recommendations of standards bodies to ensure that the Consultant is positioned to define appropriate application architecture. Comply with Consultant’s Corporate Methods and Processes. Adhere to Consultant’s Technology Policy where appropriate for the customer. Adhere to software engineering standards and leading practices.

Title

Implementation Expert

Tasks & Responsibilities

Work with development teams to ensure smooth transition from development to production

Plan and document major releases in accordance with Consultant’s methodology and leading practices as well as contractual commitments to the customer.

Act as an integrator, coordinator and a focal point for pre-production readiness activities that require coordination between business, delivery and operations teams.

Plan and manage the deployment activities including deployment walkthroughs and deployment night.

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Title

Implementation Expert

Qualifications / Education

Graduate Level

Minimum of 2 years experience in similar roles

Professional and/or technical certifications

Skills & Competencies

Deep knowledge and leadership in the Consultant project lifecycle and production support methodology

Deep knowledge of the customer’s solution

Good knowledge of MS-Project

Customer centricity and customer management skills

Strong documentation management experience

Understanding of the telecommunication business and work processes

Excellent communication skills

Capable to work under high pressure and make critical and quick decisions

Capable to identify and manage risk

3. Communications System Software Personnel

Title	Programmer/Sr. Programmer
Tasks & Responsibilities	Under general direction, applies specialized knowledge in a single discipline such as assembly/integration, cross-discipline functions, data engineering, industry expertise, knowledge engineering, or legacy evolution. Applies specialization to conceptualize, design, construct, test, and implement portions of business and technical information technology solutions through application of appropriate software development life cycle methodology. Interacts with the customer to gain an understanding of the business environment, technical context, and organizational strategic direction. Defines scope, plans, and deliverables for assigned projects. Collects, identifies, defines, and organizes detailed user and information technology requirements. Coordinates and collaborates with others in analyzing collected requirements to ensure plans and identified solutions meet customer needs and expectations. Confirms and prioritizes project plans and deliverables with the customer. Participates in business and technical information technology solution implementations, upgrades, enhancement, and conversions. Understands and uses appropriate tools to analyze, identify, and resolve business and or technical problems.
Qualifications / Education	Graduate Level. Recognized Technology qualifications or working towards qualifications.
Skills & Competencies	Experienced user in one or more programming languages (Java, Net, etc.). Applies metrics to monitor performance and measure key project criteria. Prepares system documentation. Establishes and maintains security, integrity, and business continuity controls and documents. Participates in special studies, marketing efforts, and formal proposals. Stays current on emerging tools, techniques, and technologies. Assists architects and analysts on application of specialized knowledge to coding, testing, implementation, and documentation projects.

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Title

Programmer/Sr. Programmer

Optimize application code and re-use of existing code/resources.

Title	System/Business Analyst
Tasks & Responsibilities	Identifies customer’s business needs and propose a possible approaches to address them. Capture specific business requirements and work with Architects and Programmers to articulate a cost effective solution. Write documentation.
Qualifications / Education	Graduate level. Professional and/or technical certifications.
Skills & Competencies	Conduct impact assessments. Integrate multi-disciplinary inputs into a single comprehensive solution. Develop and utilize deep understanding of the customer’s business needs, environment and constraints. Align Consultant back-office functions with customer’s needs and expectations.

Title	Trainer/Sr. Trainer
Tasks & Responsibilities	Ensure technical/business expertise through internal and external training. Transfer skills and knowledge to customer’s technical staff and end users. Develop training documentation to support training scope.
Qualifications / Education	Understanding of systems lifecycle. Excellent communication skills.
Skills & Competencies	Excellent presentation skills. Ability to give and receive feedback. Technical knowledge in accordance with training’s scope.

4. Testing Personnel

Title

Tester/Sr. Tester

Tasks & Responsibilities

Construct tests under general direction, utilizing an appropriate testing methodology, testing requirements and designs.

Interacts with the project team to gain an understanding of the business environment, technical context and conformance criteria.

Define scope, plan deliverables for the testing activities of assigned projects.

Collect, identify, define, and organize detailed information relating to testing requirements.

Coordinate and collaborate with others in analyzing collected requirements to ensure planned testing activities meet project needs and expectations.

Plan, manage and execute tasks related to the production of test cases, test scripts

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Title	Tester/Sr. Tester
	and test data. Plan and manage the execution of tests, the capture of test results. Participate in the analysis of results and the defect management and resolution process. Understand and use appropriate automated testing tools. Record and apply metrics to monitor performance and measure key testing criteria. Stay current on emerging tools, techniques, and technologies.
Qualifications / Education	Graduate level. Certified or working towards certification in testing standards.
Skills & Competencies	Analyze requirements for testability. Assess application performance. Conduct / Coordinate UAT. Develop test plans, test scenarios and test cases. Conduct functional system test, integration test, performance test and end-to-end test. Conduct test reviews. Design, develop, implement and execute test scripts. Analyze and report test results.

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SOFTWARE LICENSE AND MAINTENANCE AGREEMENT

This Software License and Maintenance Agreement (this “Agreement”) is made as of August 12, 2010 (the “Effective Date”) by and between Amdocs Software Systems Limited , a corporation organized and existing under the laws of Ireland, having its principal offices at First Floor, Block S, East Point Business Park, Dublin 3, Ireland (“Amdocs”) and United States Cellular Corporation , a corporation organized and existing under the laws of the State of Delaware, having its principal offices at 8410 West Bryn Mawr, Suite 700, Chicago, Illinois 60631 (“Company” or “USCC”) and sets forth the terms and conditions under which Amdocs licenses certain of its software products and provides related services to Company. The parties hereby agree as follows:

1. DEFINITIONS

1.1 “Amdocs Legal Requirements” means the Laws applicable to Amdocs’ business and its performance of its obligations under this Agreement.

1.2 “Affiliate” means any person, partnership, joint venture, corporation, or other form of enterprise, domestic or foreign, including, without limitation, subsidiaries, that directly or indirectly Control, are Controlled by, or are under common Control with Amdocs or Company, as applicable.

1.3 “ API Documentation” means the documentation that Amdocs has released for distribution with the Software and that describes the Application Program Interfaces (“APIs”) to the Software, which are a set of formalized software calls and routines that can be used to communicate with another program or operating system.

1.4 “Business Purposes” means, with respect to Company, the provision of services for, or with respect to, subscribers of Company receiving services principally in the Territory and, with respect to Company’s Affiliates, the provision of services for, or with respect to, subscribers of Company’s Affiliates receiving services principally in the Territory.

1.5 “Client Software” means that portion of the Software that (a) makes a service request to the Server Software by remotely accessing a service on the Server Software which fulfills such service request, and (b) is typically installed and used by a user outside of the Installation Site ( e.g. , CRM or RIM GUI).

1.6 “Company Legal Requirements” means the Laws applicable to Company’s business, its Affiliates’ businesses and their respective performance of their obligations under this Agreement.

1.7 “Confidential Information” means with respect to a party hereto (including, with respect to each party, its Affiliates, as applicable), this Agreement, together with all confidential business or technical information or materials of such party. Anything to the contrary notwithstanding, Confidential Information shall not include information or materials that the Receiving Party demonstrates: (a) were known to the Receiving Party prior to the Effective Date free of any obligation of nondisclosure; (b) were in the public domain prior to the date received by the Receiving Party hereunder or which subsequently came into the public domain through other than a breach of this Agreement by the Receiving Party; (c) were lawfully received by the Receiving Party from a third party free of any obligation of nondisclosure; or (d) are or were independently developed by the Receiving Party or any of its Affiliates, employees, consultants or agents without reference to any Confidential Information of the Disclosing Party. Subject to the foregoing, Amdocs’ Confidential Information shall be deemed to include, without limitation, the Server Software, Amdocs’ source code for the Server Software, the Documentation, the details of Maintenance, Amdocs’ product roadmap and related timeframes and information, and any and all diagnostics, tools, test equipment and other similar items used by Amdocs and disclosed or provided to Company in the performance of this Agreement.

1.8 “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and operating policies of the entity in respect of which the determination is being made, through the ownership of voting securities (at least 50% of its voting or equity securities or the maximum as allowed by law), contract, voting trust, or otherwise.

1.9 “Delivery” means one of the following: (a) if Company engages Amdocs under the MSA (as defined herein) as a system integrator for the integration of the Software, “Delivery” shall mean delivery by Amdocs of the local extension layer or LEL ( i.e. , the computer programs, routines or the like, in object code form, developed by Amdocs as an external layer to the Software pursuant to a Statement of Work under the MSA (as defined herein)); or (b) if Company does not engage Amdocs as the system

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integrator for the integration of the Software such that services related to the Software are provided by a third-party system integrator, “Delivery” shall mean the date upon which the Software is shipped to Company (or to Company’s system integrator, as applicable), regardless of when the Software is installed.

1.10 “Documentation” means explanatory and informational materials concerning the Software that Amdocs has released for distribution with the Software or that Amdocs otherwise provides to Company from time to time which may include, without limitation, technical and user manuals, descriptions, technical and user guides, specifications and/or installation instructions, functional and operational characteristics of the Software, diagrams, printouts, listings, flowcharts, file descriptions, help and knowledge base files and training materials, but excluding source code.

1.11 “Expedited Arbitration” means an arbitration proceeding pursuant to the terms of Section 15.3, carried on continuously and completed within forty-five (45) business days after its commencement (or such other period agreed upon by the parties), in which the Arbitrator will determine whether the alleged breach of this Agreement entitles either party to terminate this Agreement pursuant to the terms hereof.

1.12 “Installation Site” means each geographical location in the Territory where the Server Software shall initially be installed and used. Company will notify Amdocs prior to changing an Installation Site.

1.13 “IPR” means patents, trademarks, trade names, trade secrets, copyrights and all other proprietary rights recognized in the Territory.

1.14 “Laws” mean all laws, statutes, regulations, rules, executive orders, supervisory requirements, directives, circulars, opinions, interpretive letters and other official releases of or by any government in the Territory, or any authority, department or agency thereof.

1.15 “License Fees” means the fees listed in Exhibit A payable by Company to Amdocs for the use of the Software.

1.16 “Maintenance” is defined in Section 7.

1.17 “Non-Production Use” means non-operational use of the Software (including, without limitation, development, testing, training, and fail-over purposes) for, or in support of, the Business Purposes.

1.18 “Platform” means the hardware and any third-party system software (including, without limitation, operating systems and database management software) specified in the Documentation as being compatible with the Software ( i.e. , upon and in conjunction with which the Software will operate).

1.19 “Production Use” means operational use of the Software (including, without limitation, revenue and customer relationship management) for, or in support of, the Business Purposes.

1.20 “Server Software” means that portion of the Software that (a) will be installed and used at the Installation Sites, and (b) fulfills service requests made by the Client Software.

1.21 “Services” means system integration, implementation, configuration, customization, localization, adaptation, consulting, training and/or other services with respect to the Software ordered by Company and performed by Amdocs under that certain August 12, 2010, Master Service Agreement between the parties (the “MSA”).

1.22 “Software” means the object code form of Amdocs’ generic software product specified in Exhibit A attached hereto (or any additional Exhibit A executed by the parties hereunder) and any new releases thereof provided as part of Maintenance. For greater certainty, the Software includes, without limitation, the underlying data model.

1.23 “Supported Release” means each release of the Software for which Amdocs offers Maintenance. A release of the Software ( e.g. , Release N) will be a Supported Release for a period of [***] commencing on (a) the date that Amdocs declares such release to be generally available (the “GA Date”), or (b) if there is no GA Date for such release, the date that Amdocs provides such release to Company.

1.24 “Territory” means the United States of America including all territories, possessions and commonwealths.

1.25 “U.S. Transaction Taxes” has the same meaning as set forth in Section 3.7(a) of the MSA.

2. ORDERS

Company may issue (a) orders substantially in the form of Exhibit A (each a “License Order”) for one or more licenses to use the Software; and (b) orders substantially in the form of Annex 1 to Exhibit B (each a “Maintenance Order”) for Amdocs to perform Maintenance (License Orders and Maintenance Orders, collectively “Orders”). Orders will only be binding when signed by both parties. Upon such

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execution by both parties, each Order shall become a part of this Agreement and shall be deemed to incorporate the terms and conditions of this Agreement and any relevant subordinate document attached to such Order. Each Order and this Agreement shall constitute the entire agreement between Company and Amdocs relating to such Order. In case of any inconsistency or conflict between the provisions of this Agreement and the provisions of an Order, the Order shall prevail as to the subject matter of such inconsistency. Additional or conflicting terms contained in any purchase order, Order acceptance, standardized form or correspondence are expressly unenforceable under this Agreement unless such terms and conditions are contained in an amendment to this Agreement duly executed by both parties.

3. GRANT OF LICENSE

3.1 Use of Software by Company, Company’s Affiliates, Resellers, Agents and Other Representatives . Subject to the terms of this Agreement and the applicable License Order (including, without limitation, payment of applicable license fees), Amdocs hereby grants to Company a perpetual (unless this Agreement is terminated pursuant to Section 14), paid-up, nonexclusive and nontransferable license to:

(a) Load the Server Software specified in the applicable License Orders on Platforms located at the Installation Sites;

(b) Use the Server Software specified in the applicable License Orders and the applicable Documentation at the Installation Sites solely for Company’s Business Purposes and the Business Purposes of Company’s Affiliates;

(c) Allow Company’s Affiliates to use such Server Software and the applicable Documentation at the Installation Sites solely for the Business Purposes of Company’s Affiliates;

(d) Use, and allow Company’s Affiliates to use, such Server Software and the applicable Documentation to provide services for subscribers of entities in markets within the Territory that are managed ( e.g. , Company is providing other material management services and not solely billing services) but not owned in whole or in part by Company or Company’s Affiliates;

(e) Allow Company’s resellers, agents and other representatives to use such Server Software and the applicable Documentation solely for Company’s Business Purposes; and

(f) Allow resellers, agents and other representatives of Company’s Affiliates to use such Server Software and the applicable Documentation solely for the Business Purposes of Company’s Affiliates; and

(g) Copy the Software for archival and back-up purposes only. Company shall ensure, subject to Section 3.5(c), that all such copies include a reproduction of all copyright, trademark or other proprietary notices appearing in or on the original copy of the Software. At Amdocs’ request, Company shall report to Amdocs the number and location of each copy of the Server Software. When Company permanently discontinues use of the Server Software, Company shall, at Amdocs’ option, return to Amdocs or destroy the Server Software and all copies thereof in its possession and certify such destruction by written notice to Amdocs.

For greater certainty, the license to use the Software granted under this Agreement includes both Production Use and Non-Production Use, subject to payment of the applicable license fees, if any, as set forth in the applicable License Order.

3.2 Use of Server Software by Company’s Vendors . Subject to Section 13, Company may allow its third-party vendors to use the Server Software for purposes of hosting the Server Software for Company and for providing other services solely for Company’s Business Purposes, subject to the following: (a) such third party agrees in writing to be bound by all the terms and conditions of this Agreement applicable to Company; (b) such third party is not on any restricted or blocked persons list administered by the Bureau of Export Administration of the United States Department of Commerce; (c) such third party first enters into a nondisclosure agreement in accordance with Section 13.4; (d) such third party is not an Amdocs Competitor (as defined below); (e) the hardware upon which the Server Software is run is located within [***]; and (f) prior to selecting such third party to provide such services, Company [***] a reasonable opportunity [***] to provide such services for Company.

3.3 Access to and use of the Client Software . Except for the usual and customary nondisclosure obligations imposed by Company and Company’s Affiliates on their respective resellers, agents and other representatives, such resellers, agents and other representatives may access and use the Client Software without territorial or other restrictions.

3.4 Platform . Company may use the Server Software on any available Platforms without paying

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additional license fees to Amdocs other than the license fees specified in the applicable License Order.

3.5 Restrictions . Amdocs shall comply with all Amdocs Legal Requirements in providing the Software and Documentation and in performing its obligations under this Agreement. Company shall, and shall ensure that Company’s Affiliates, comply with all Company Legal Requirements in using the Software and Documentation as authorized herein and in performing their obligations under this Agreement. Except as expressly specified otherwise in this Agreement, none of Company, its Affiliates, their respective resellers, agents and other representatives, or their respective permitted third-party vendors, may, directly or indirectly, alone or with any other party, with or without consideration:

(a) Distribute, transfer, resell, rent, lease, sublicense or loan the Software or related Documentation to any third party, or otherwise enable any third party to use the Software or Documentation (except for the API Documentation when used in connection with the performance of services for Company’s Business Purposes), or use the Software in a service bureau arrangement, or make the Software or related Documentation available to others in a service bureau arrangement by providing billing services to third-party entities. Company shall not be limited in any way in the services for which it can bill its subscribers.

(b) Disassemble, reverse engineer, translate, decompile, decode or modify the Software or in any other manner attempt to extract the source code of the Software or create derivative works or make any enhancements, adaptations or translations of the Software, except (i) to the extent applicable law specifically prohibits any such restriction; or (ii) as may be necessary and incidental to Company’s permitted use or Company’s ability to obtain Maintenance.

(c) Remove any designation, symbol or other proprietary notice appearing in or on the Software such as a copyright notice, Amdocs’ logo or trademark or any other form of designation; provided that Company may remove all such designations from portions of the Software that may be viewed by Company’s resellers, agents and other representatives.

3.6 Company Responsibility . Company shall be responsible for the use (and liable for any use other than in accordance with this Agreement or the Documentation) of the Software by Company’s Affiliates and any third parties that are allowed by Company to use the Software hereunder.

3.7 Volume-Based Licenses . The rights of use of the Software specified in this Section 3 and in Section 15.6 assume that the license fees include a volume-based license fee ( e.g. , per subscriber or user). If the parties agree upon and specify in a License Order a different type of license fee ( e.g. , enterprise- or site license-based fee), then any usage of the Software by entities other than Company shall be as agreed and specified in the applicable Order.

4. THIRD-PARTY SOFTWARE

Company may request and Amdocs may agree to procure for Company software products from third parties (“Third-Party Products”); provided, however, that Third-Party Products shall not include any software products from third parties that are licensed to Company as part of the Software. Third-Party Products are subject to the terms and conditions of the third-party supplier’s license associated with such Third-Party Products.

5. ACCESS TO FACILITIES

Company shall, at no charge, provide Amdocs with reasonable access to Company’s personnel, premises and facilities (including its computer and communications networks and office space and facilities) as reasonably required for Amdocs to perform Amdocs’ obligations hereunder. Company shall provide to Amdocs a broadband connection and a high-speed internet connection to Company’s principal server to allow Amdocs remote access to Company’s server. Other equipment or software required by Amdocs to complete the tasks identified in this Agreement, and to be provided by Company, will be specified in the applicable License Order, Statement of Work under the MSA and/or other writing agreed by the parties.

6. WARRANTIES AND LIMITATION OF WARRANTY

6.1 General Warranty . Amdocs warrants that for a period of [***] days following its Delivery (or such other period as agreed and specified in the applicable License Order), the Software, if operated on a Platform specified in the Documentation and maintained by Company as specified in the Documentation (purchase of Maintenance by Company from Amdocs shall be deemed compliance with the foregoing requirement), will function in material conformity with the Documentation. Amdocs further represents and warrants that the media on which the Software is furnished will be free from defects in materials and workmanship upon Delivery and thereafter under normal use for a period of [***] days. Amdocs’ sole obligation and Company’s exclusive remedy under this Section 6.1

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is limited to Amdocs using reasonable commercial endeavors, at its own expense, to rectify any material nonconformance identified by Company during such 90-day warranty period by repair, replacement, or correction of the Software in accordance with the Maintenance terms.

6.2 Additional Warranties .

(a) Amdocs represents and warrants that the Software shall not violate any Amdocs Legal Requirements or third-party license or Amdocs’ Affiliate license, and Amdocs has or shall have obtained all licenses and permits necessary to comply with such Amdocs Legal Requirements, third-party license terms and Amdocs’ Affiliate license terms. (For avoidance of doubt, USCC shall be responsible for ensuring compliance by the following with all applicable Company Legal Requirements and with USCC’s security and data privacy policies: USCC, its Affiliates, and all third parties that are allowed by Company or its Affiliates to use the Server Software hereunder.) In the event of a breach of this warranty by Amdocs, Company’s sole remedies shall be indemnification and the related remedies in accordance with Section 10.

(b) Amdocs represents and warrants that Company’s use of the Software in accordance with this Agreement or the Documentation shall not violate any Amdocs Legal Requirements or third-party or Amdocs’ Affiliate license, and Amdocs has or shall have obtained all licenses and permits necessary to comply with such Amdocs Legal Requirements and third-party license terms. (For avoidance of doubt, USCC shall be responsible for ensuring compliance with all Company Legal Requirements and with USCC’s security and data privacy policies by USCC, its Affiliates, and all third parties that are allowed by Company or its Affiliates to use the Server Software hereunder.) In the event of a breach of this warranty by Amdocs, Company’s sole remedy shall be indemnification and the related remedies in accordance with Section 10.

(c) Amdocs further represents and warrants that if Amdocs has developed, is developing, or later develops software with additional functionality for any customer competitive with Company, Amdocs has not and shall not enter into any agreement with such customer that would prevent Amdocs from providing the same or similar functionality to Company in the next release of the Software.

(d) Documentation provided by Amdocs to Company as part of Maintenance and/or new releases of Software that was previously licensed by Amdocs to Company hereunder will have substantially the same level of quality as the Documentation provided by Amdocs with the Software initially licensed hereunder to Company.

6.3 Exclusions and Disclaimers of Warranties . AMDOCS’ WARRANTIES HEREUNDER DO NOT APPLY IN THE EVENT THE SOFTWARE OR ANY PART THEREOF IS HANDLED OR USED BY COMPANY OTHER THAN IN ACCORDANCE WITH THE APPLICABLE SOFTWARE OPERATION REQUIREMENTS SET FORTH IN THE RELATED DOCUMENTATION. ANY REPRESENTATIONS, WARRANTIES AND LIMITATIONS EXPRESSLY STATED IN THIS AGREEMENT ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS, OR IMPLIED INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. COMPANY EXPRESSLY ACKNOWLEDGES THAT AMDOCS DOES NOT REPRESENT OR WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT THE SOFTWARE WILL OPERATE ON COMPUTER HARDWARE OR OPERATING SYSTEMS OTHER THAN THE PLATFORMS. AMDOCS’ WARRANTY UNDER SECTION 6.1 IS A ONE-TIME, 90-DAY WARRANTY AND DOES NOT RESTART UPON THE PROVISION BY AMDOCS OF ANY UPDATES, UPGRADES OR NEW RELEASES OF THE SOFTWARE.

7. MAINTENANCE

Amdocs will provide maintenance services for the Software (“Maintenance”) at the fees and terms specified in Exhibit B and the applicable Maintenance Order.

8. PROFESSIONAL SERVICES

If the Company requires that Amdocs provide any integration, implementation, localization and/or adaptation services related to the Software, Amdocs shall provide such services in accordance with the terms and conditions of the MSA and the applicable Statement of Work thereunder .

9. FEES, PAYMENT AND TAXES

9.1 License Fees . The License Fees and payment terms for the Software are specified in each valid and binding License Order.

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9.2 Maintenance Fees . The Maintenance Fees and payment terms are specified in each valid and binding Maintenance Order.

9.3 Payment of Invoices . All payments of undisputed fees by Company to Amdocs shall be made within 30 days after Company’s receipt of the applicable invoice. If Company believes that any adjustments to any invoice are necessary, then within ten days after Company’s receipt of such invoice, Company shall notify Amdocs in writing detailing the nature and basis of the requested adjustment. Company may withhold any amounts that are the subject of a good-faith dispute. Amdocs shall continue to perform its obligations hereunder during the resolution of any such dispute. The parties shall negotiate in good faith to resolve any dispute relating to an invoice within 20 days after Company notifies Amdocs of such a dispute. Amdocs may assess interest on past due amounts at the lesser of 12% per annum or the maximum interest rate allowed by applicable Laws; provided, however, at least three business days prior to assessing any such interest, Amdocs shall notify Company in writing (which may occur via electronic mail) that Amdocs has not yet received the applicable payment, and Amdocs shall not assess any such interest if Company tenders payment prior to the end of such three business day period.

9.4 Currency . All fees, charges and other amounts to be received or paid by the parties under this Agreement shall be in U.S. Dollars.

9.5 Taxes . Consistent with Section 3.7 of the MSA, all License Fees, Maintenance Fees and any other fees to be received by Amdocs under this Agreement are to be received net (before) U.S. Transaction Taxes. Accordingly, in addition to such fees, Company shall pay Amdocs an amount equal to any separately stated U.S. Transaction Taxes that Amdocs is required to collect, withhold or pay upon the sale, license, or delivery of the Software, Maintenance or other services provided hereunder to Company by Amdocs.

9.6 Audit . Once per calendar year, upon written notice to Company at least 30 days prior to such audit, Amdocs may audit Company’s use of the Server Software, at Amdocs’ expense, to ensure compliance with the terms and conditions of this Agreement. Amdocs shall conduct all such audits during regular business hours at the Installation Site(s) and shall not unreasonably interfere with Company’s business activities. If an audit reveals any underpayments by Company of any fees payable under this Agreement, Amdocs shall bill Company for such underpayment, and Company shall pay the applicable invoice in accordance with Section 9.3. If an audit reveals any overpayments by Company under this Agreement, Amdocs shall promptly refund to Company the amount of such overpayment plus applicable interest on such amount (since the time of such overpayment) at the lesser of 12% per annum or the maximum interest rate allowed by applicable Laws .

10. INDEMNITY

10.1 General Indemnity . Amdocs shall indemnify, defend and hold Company and its officers, directors, agents and employees harmless from and against any claims, losses, damages, liabilities or expenses (including reasonable attorneys’ fees and expenses) arising out of or resulting from: (a) any personal injury or property damage arising out of Amdocs’ negligence or willful misconduct; (b) Amdocs’ violation of any Amdocs Legal Requirement or third-party license terms; and (c) any third-party claim that the Software or Maintenance infringes, misappropriates or violates such third party’s IPR.

10.2 Continued Use .

(a) If the Software or any portion thereof is held, or in Amdocs’ reasonable opinion is likely to be held, in any such suit to constitute an infringement, misappropriation or violation of the IPR of a third party, Amdocs shall within a reasonable time, at its expense and option, either: (i) secure for Company the right to continue the use of such Software; or (ii) replace such Software with a substantially equivalent item that is not subject to any such claim, or modify such Software so that it is no longer subject to any such claim; provided, however, that after any such replacement or modification, the Software must continue to conform to the specifications and Documentation in all material respects, and further provided, that any such modified or replaced Software shall be subject to all Amdocs’ warranties contained herein.

(b) If Amdocs is, in Amdocs’ reasonable discretion, unable through commercially reasonable efforts to either secure for Company the right to continue the use of such Software or replace or modify such Software, as provided in Sections 10.2(a)(i) and 10.2(a)(ii), the following shall apply if Company elects to continue to use the license to the Software:

(i) If Company elects to replace or modify the infringing portion of the Software so that it is non-infringing, Amdocs will liable for the costs of such replacement or modification up to an amount equivalent to the liability limit

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under this Agreement [ *** ] the difference between such liability limit and $[***] million ( i.e. , Amdocs’ liability shall be subject to the liability limit under this Agreement plus an additional amount such that Amdocs’ total liability under this subsection will not exceed $[***] million).

(ii) If Company elects to secure the right to continue the use of such Software, Amdocs will pay a portion of the royalty payable for such right up to an amount equivalent to [***] percent ([***]%) of the license fees payable to Amdocs by Company for the Software.

If, however, Company elects not to continue to use the license to the Software, Amdocs will terminate the license and grant to Company a credit in an amount equivalent to the License Fees paid for the Software plus the fees paid by Company for Services provided by Amdocs under the MSA for implementation of the Software at Company, as depreciated on a straight-line basis over a period of ten (10) years.

10.3 Exclusions .

(a) Amdocs shall not be obligated to indemnify Company, however, to the extent that such claim is caused by: (i) Company’s use of the Software other than in accordance with the Documentation; (ii) any alteration, modification or revision of the Software not expressly authorized in writing by Amdocs; (iii) Company’s failure to use or implement corrections or enhancements to the Software made available by Amdocs to Company free of charge or as part of Maintenance and that do not cause the Software to fail to meet the applicable warranties and specifications therefor, subject to Section 10.3(b); or (iv) Company’s use of a combination of the Software with other materials not provided, recommended, authorized or approved by Amdocs and not otherwise required in order for Company to use the Software for its intended use as set forth in the Documentation.

(b) Amdocs will notify Company as soon as reasonably possible after Amdocs becomes aware that upgrading to a newer version of the Software would eliminate infringement of a third party’s IPR by use of the Software. Following such notification by Amdocs, one of the following alternatives shall apply, at Company’s option, upon notice to Amdocs: (i) Company may elect to upgrade to such newer version at Company’s expense; or (ii) if Company chooses not to upgrade to such new version, Amdocs will provide a Service Pack/Patch Bundle and all associated Services at Amdocs’ cost to remedy the infringement. Provided that Company uses reasonable and good faith efforts to implement such upgrade or newer Minor Release, as applicable and as soon as reasonably possible, and to cease using the infringing Software as soon as reasonably possible, Section 10.3(a)(iii) shall not be deemed to apply.

10.4 Indemnification Procedures . Promptly after receipt by Company of a notice of any third-party claim or the commencement of any action, Company shall: (a) notify Amdocs in writing of any such claim; (b) provide Amdocs with reasonable assistance to settle or defend such claim, at Amdocs’ expense; and (c) grant to Amdocs the right to control the defense and/or settlement of such claim, at Amdocs’ expense; provided, however, that: (i) the failure to so notify, provide assistance and grant authority and control shall only relieve Amdocs of its obligation to Company to the extent that Amdocs is prejudiced thereby; (ii) Amdocs shall not, without Company’s consent (such consent not to be unreasonably withheld or delayed), agree to any settlement that: (A) makes any admission on behalf of Company; or (B) consents to any injunction against Company (except an injunction relating solely to Company’s continued use of any infringing Software); and (iii) Company shall have the right, at its expense, to participate in any legal proceeding to contest and defend a claim and to be represented by legal counsel of its choosing, but shall have no right to settle a claim without Amdocs’ written consent.

10.5 No Additional Liability . THIS SECTION 10 STATES THE EXCLUSIVE REMEDY OF COMPANY AND THE ENTIRE LIABILITY OF AMDOCS WITH RESPECT TO INFRINGEMENT CLAIMS INVOLVING THE SOFTWARE OR ANY PORTIONS OR USE THEREOF, AND AMDOCS SHALL HAVE NO ADDITIONAL LIABILITY WITH RESPECT TO ANY ALLEGED OR PROVEN INFRINGEMENT.

11. LIMITATION OF LIABILITY

11.1 Limitation of Liability . EXCEPT IN CONNECTION WITH SECTIONS 3, 10 and 13, IN NO EVENT SHALL EITHER PARTY, ITS AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, AGENTS OR EMPLOYEES, BE LIABLE TO THE OTHER PARTY FOR ANY REASON, WHETHER IN CONTRACT OR IN TORT, FOR ANY DIRECT DAMAGES ARISING OUT OF OR BASED UPON THIS AGREEMENT EXCEEDING IN THE AGGREGATE THE FEES PAID OR PAYABLE BY COMPANY TO AMDOCS UNDER THE ORDER GIVING RISE TO LIABILITY DURING THE TWELVE-MONTH PERIOD PRIOR TO THE

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CLAIM ARISING , REGARDLESS OF THE FORM IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT.

11.2 No Consequential Damages . EXCEPT IN CONNECTION WITH SECTIONS 3, 10 and 13, IN NO EVENT SHALL EITHER PARTY, ITS AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, AGENTS OR EMPLOYEES, BE LIABLE TO THE OTHER PARTY UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR EXEMPLARY, PUNITIVE, INDIRECT, SPECIAL, LOST PROFITS, CONSEQUENTIAL OR SIMILAR DAMAGES, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.3 Acknowledgement . Company acknowledges that Amdocs has set its fees and entered into this Agreement in reliance upon the limitations of liability and the disclaimers of warranties and damages set forth in this Agreement and that the same form an essential basis of the bargain between the parties.

12. OWNERSHIP

12.1 Title to Software . Company acknowledges that as between Company and Amdocs, all right, title, and interest to, and all IPR in, the Software and Documentation are and will remain solely the property of Amdocs. Company is granted no title or ownership rights in the Software or Documentation. Company acknowledges that Amdocs considers the Software and Documentation to contain trade secrets of Amdocs and/or its licensors, and such trade secrets may include, without limitation, the source code form of the Software, the specific design, structure and logic of individual programs, their interactions with other portions of programs, both internal and external, and the programming techniques employed therein; provided, however, that the foregoing acknowledgement by Company shall not be deemed to increase or otherwise modify Company’s express obligations hereunder including, without limitation, Company’s obligations set forth in Section 13.

12.2 Title to Maintenance and Maintenance Work Product . Company acknowledges that as between Amdocs and Company, Amdocs owns all right, title and interest in and to any documentation, training materials, designs, discoveries, inventions, know-how, techniques, fixes, patches, workarounds, upgrades, service packs, customizations, modifications, enhancements or derivative works of the Software provided by Amdocs as part of Maintenance (collectively, the “Maintenance Work Product”). The Maintenance Work Product shall be deemed to be part of the Software licensed to Company under the terms of Section 3, and Company is granted no title or ownership rights in any Maintenance Work Product, in whole or in part. Without limiting any prohibition provided herein, Company hereby assigns to Amdocs all right, title and interest in and to any and all derivative works of the Software, Documentation or any other materials provided by Amdocs in connection with the performance of Maintenance hereunder.

12.3 Amdocs’ Tools . Diagnostics, tools, test equipment and other items used in the performance of Maintenance may be furnished by Amdocs, included with the Software, or otherwise made available by Amdocs at the Installation Site(s). No title to such items is granted to Company, and as between Company and Amdocs, such items will remain exclusively the property of Amdocs. Upon payment by Company for any applicable Software that incorporates or reasonably requires the use of any such items or to the extent that Amdocs incorporates any such items into the Software, Amdocs hereby grants to Company a worldwide, perpetual, royalty-free, nonexclusive, internal use, right and license to use such items (in object code format) as required by Company in order to use the Software in accordance with the license to the Software granted hereunder, and to authorize its Affiliates, agents, subcontractors or employees to do any or all of the foregoing.

13. CONFIDENTIALITY

13.1 All Confidential Information supplied by a party (the “Disclosing Party”) to the other party (the “Receiving Party”) shall remain solely and exclusively the property of the Disclosing Party. Except as expressly authorized herein or by prior written consent of the Disclosing Party, which consent may be withheld in the Disclosing Party’s sole discretion, the Receiving Party shall not use or disclose to any third party any of the Disclosing Party’s Confidential Information.

13.2 The Receiving Party shall only disclose the Disclosing Party’s Confidential Information to those of its Affiliates and their respective employees and individuals providing services to Receiving Party agents, representatives and consultants (“Independent Contractors”, i.e. , individuals providing services for the Receiving Party on an independent contractor basis, as opposed to personnel of a third-party vendor, other than a staffing agency, that provides services for the Receiving Party) who have a need to

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know it for the purposes of this Agreement and who have executed a written nondisclosure agreement containing terms substantially similar to this Section 13 regarding such Confidential Information. The Receiving Party shall protect the Confidential Information of the Disclosing Party with the same level of care with which it protects its own Confidential Information, but in no event with less than reasonable care.

13.3 Each party shall be responsible for any unauthorized use or disclosure of the other party’s Confidential Information received by it and its Affiliates and their respective employees and Independent Contractors ( i.e. , individuals).

13.4 Company’s Vendors . Other vendors of USCC who will have access to Amdocs’ Confidential Information will first sign a nondisclosure agreement with Amdocs substantially in the form attached hereto as Exhibit C1 . (If Amdocs will have access to the vendor’s confidential information, Amdocs and such vendor will instead sign the mutual nondisclosure agreement substantially in the form attached hereto as Exhibit C2 . If such third party is an Amdocs Competitor (as defined in Exhibit D hereto), Company shall not provide such third party with access to the Software or Documentation, except for API Documentation, without Amdocs’ express prior written consent.

13.5 Required Disclosures . Notwithstanding the foregoing, the Receiving Party may disclose the Disclosing Party’s Confidential Information to the extent that the Receiving Party is required by any applicable governmental authority to do so; provided , however , that in such event, to the extent permitted by applicable law, the Receiving Party shall notify the Disclosing Party and shall cooperate with the Disclosing Party, solely at the Disclosing Party’s expense, in any attempt to contest or limit such required disclosure. Notwithstanding the foregoing, the parties intend to file with the U.S. Securities and Exchange Commission a jointly-redacted version of this Agreement along with a request for confidential treatment thereof, and each party will continue to treat such redacted terms as the Confidential Information of the other.

13.6 Publicity .

(a) Neither party shall issue any press release concerning this Agreement without the other’s prior written consent; provided that upon Delivery of the Software and/or upon such other milestone or date as the parties may mutually agree, the parties shall issue a joint press release that shall be subject to each party’s prior written approval.

(b) Except as otherwise provided in Section 13.6(a), neither party may use the name, trade name, trademark, logo, acronym or other designation of the other in connection with any press release, advertising, marketing materials, publicity materials or otherwise without the prior written consent of the other party. Notwithstanding the foregoing: (i) Amdocs may disclose the identity of Company as a customer of Amdocs, provided that nothing in such disclosure shall imply any approval or endorsement by Company of any of Amdocs’ products or services or the performance of such services by Amdocs, its Affiliates, or its subcontractors; and (ii) USCC may refer to Amdocs in its public filings as a vendor of USCC.

14. TERM AND TERMINATION

14.1 Term . Unless terminated as provided in this Agreement, this Agreement shall remain valid and in effect.

14.2 Termination for Cause .

(a) Subject to Section 14.2(b), either party may terminate this Agreement or any Order hereunder if the other party materially breaches this Agreement or the applicable Order as follows: after the escalation procedure specified hereinbelow, where the alleged breach has been discussed, the nonbreaching party may provide the other party written notice of the alleged material breach and intention to terminate if the breach is not cured. If the breaching party fails to cure such breach within 30 days after receipt of such notice, the other party may, by written notice, immediately commence the Expedited Arbitration procedure. The nonbreaching party may terminate if the Arbitrator finds the other party in breach of this Agreement (unless the Arbitrator determines that the breach may be cured within a specified period and the breaching party cures the breach during such period).

(b) Notwithstanding anything to the contrary in this Agreement, Amdocs will be entitled to terminate the license to the Software granted hereunder only in the event of one of the following breaches of this Agreement:

(i) Company fails to pay undisputed license fees in accordance with the applicable License Order and fails to cure such nonpayment within 30 days after Amdocs notifies USCC in writing thereof;

(ii) Company’s personnel breach Company’s obligations under Section 3 or Section 13, and Amdocs demonstrates that (A) such breach occurred because Company failed to

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use reasonable efforts to prevent its personnel from breaching such obligations, and (B) such breach has or is likely to have a material adverse effect on Amdocs or any of its Affiliates, in Amdocs’ reasonable opinion;

(iii) Company’s personnel willfully breach Company’s obligations under Section 3 or Section 13 with the knowledge of Company’s management personnel, and such breach has or is likely to have an adverse effect on Amdocs or any of its Affiliates, in Amdocs’ reasonable opinion; or

(iv) Company’s or Company’s Affiliates’ third-party vendors, resellers, agents or other representatives materially breach Section 3, and such breach has or is likely to have an adverse effect on Amdocs or any of its Affiliates, in Amdocs’ reasonable opinion.

14.3 Bankruptcy and Short Notice Termination . This Agreement may be terminated by either party on written notice if the other party shall become insolvent, cease doing business as a going concern, make an assignment, composition or arrangement for the benefit of its creditors, or admit in writing its inability to pay debts, or if proceedings are instituted by or against it in bankruptcy, under applicable insolvency laws, or for receivership, administration, winding-up or dissolution (otherwise than in the course of a solvent reorganization or restructuring approved by the other party to this Agreement), provided such proceedings are not dismissed within 60 days.

14.4 Effect of Termination . Upon termination of this Agreement or a License Order as specified above, the licenses granted to Company hereunder shall terminate immediately and the following shall apply: (a) each party shall return to the other party any Confidential Information in tangible form obtained in connection with this Agreement (or the terminated Order) from the other party, (b) upon termination by Company prior to commencement of operational use of the Software due to Amdocs’ breach, Amdocs will return to Company all License Fees actually received by Amdocs for such license, and (c) following termination of any Order for Maintenance due to Amdocs’ breach, Amdocs will refund any prepaid fees for any period remaining under the applicable Order.

14.5 Survival . The provisions of Sections 3 (subject to Section 14.2(b)), 6.2, 6.3, 9, 10, 11, 12, 13, 14.2(b), 14.4, 14.5 and 15 and any other provision that should naturally extend beyond the termination, expiration or other ending of this Agreement shall survive termination, expiration or other ending of this Agreement for any reason.

15. GENERAL PROVISIONS

15.1 Governing Law . The validity, performance, construction and effect of this Agreement shall be governed by the laws of the State of New York, U.S.A., excluding its choice-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.

15.2 Escalation . The parties will use their best efforts to resolve any controversy or claim arising out of or relating to this Agreement through good faith negotiations, in accordance with the following escalation procedure and time limits, unless otherwise agreed by the parties:

(a) Both parties’ Directors - ten (10) days;

(b) Company’s Vice President and Amdocs’ CBE or VP - ten (10) days;

The parties shall not make any claims for remedies based on an alleged breach of a party’s obligations, assert any right to terminate, provide notice of termination, or commence any other dispute resolution process, without first endeavoring to resolve the matter through the foregoing escalation procedure.

15.3 Arbitration .

(a) Any claim, whether based on contract, tort or other legal theory (including, without limitation, any claim of fraud or misrepresentation), arising out or relating to this Agreement or any Order, including its interpretation, performance, breach or termination, not resolved by good faith negotiations and escalation as specified above, shall be resolved exclusively by arbitration conducted in New York, NY, in the English language by a sole arbitrator (“Arbitrator”) in accordance with the International Arbitration Rules of the American Arbitration Association (“AAA”). The Arbitrator must have the following qualifications: a practicing lawyer or retired judge with proven experience in the telecommunications industry and contracts related thereto. The Arbitrator shall be appointed by agreement of the parties; if the parties fail to agree upon the Arbitrator within thirty (30) days of notice of arbitration provided by either party, the AAA shall appoint the Arbitrator. The Arbitrator will be bound by the provisions of this

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Agreement and shall be made aware of the terms hereof prior to his appointment. Upon rendering a decision, the Arbitrator shall state in writing the basis for the decision. The arbitral award shall be final and binding, provided however that a party may petition a court of competent jurisdiction to vacate the Arbitrator’s award or decision on the grounds of the Arbitrator’s failure to abide by the provisions of this Agreement. The Arbitrator will have no authority to award damages excluded by this Agreement, damages in excess of the limitations contained in this Agreement, or injunctive relief. Judgment on the award or any other final or interim decision rendered by the Arbitrator may be entered, registered or filed for enforcement in any court having jurisdiction thereof.

(b) The arbitration proceedings shall be confidential and private. To that end, the parties shall not disclose the existence, content (including without limitation all materials and information created or provided as part thereof) or results of any proceedings conducted in accordance with this Section, and materials submitted in connection with such proceedings shall not be admissible in any other proceeding, provided, however, that this confidentiality provision shall not prevent a petition to vacate or enforce an arbitral award, and shall not bar disclosures strictly required by law.

(c) Notwithstanding the foregoing, each party retains the right to seek judicial assistance: (i) to compel arbitration; (ii) to obtain interim measures of protection prior to or pending arbitration, (iii) to seek injunctive relief in the courts of any jurisdiction as may be necessary and appropriate to protect the unauthorized disclosure of proprietary or confidential information, (iv) to enforce any decision of the Arbitrator, including the final award, and (v) in relation to disputes regarding the validity, scope or enforceability of intellectual property rights.

15.4 Reference Site . Company acknowledges that Amdocs may request Company to serve as a reference for purposes of Amdocs’ marketing of the Software to potential customers. Upon Company’s prior consent, Amdocs shall be permitted to bring representatives of potential customers to visit Company’s facilities to view the Software in operation, including demonstrations of the Software by personnel of Company.

15.5 Independent Contractor . Amdocs undertakes the furnishing of licenses and Maintenance and performance of its obligations under this Agreement as an independent contractor. There shall be no employer-employee relationship between Amdocs’ employees and Company, and Company’s employees and Amdocs.

15.6 Assignment; Effect of Mergers and Acquisitions on Licenses to Software .

(a) Neither this Agreement nor the licenses granted hereunder are assignable by either party without the prior written consent of the other, and any attempt to do so shall be void; provided, however, that, subject to the remainder of this Section 15.6, either party may assign or subcontract some or all of this Agreement to any Affiliate or successor to the business or assets of such party without the consent of the other party, it being understood that upon subcontracting some or all of this Agreement, all obligations and liabilities hereunder shall remain with such party.

(b) Transfer and Subsequent Use by Transferee Only . If (i) Company or a Company Affiliate sells or otherwise transfers the assets or equity ownership of any Company or Company Affiliate business unit or part thereof, and (ii) as part of such transfer agrees to transfer the Software along with such business unit, and (iii) the Software is not thereafter used by any other part of Company or any Company Affiliate, then Company and its Company Affiliates shall have the right to so transfer and assign all of its right, title, and interest in and to the Software, provided that the transferee agrees in writing with Company and Amdocs to assume all of Company’s rights and obligations under the Agreement (including its Appendices) with respect to the Software and provided further that the transferee uses the Software only to service the business unit (or part thereof) so transferred to it.

(c) Transfer and Subsequent Use by Transferee and Company . If (i) Company or a Company Affiliate sells or otherwise transfers the assets or equity ownership of any Company or Company Affiliate business unit or part thereof, and as part of such transfer agrees to transfer the Software along with such business unit, and (ii) the Software is thereafter used by any other part of Company or any Company Affiliate, then such transferee would be entitled to use the Software only after executing with Amdocs an Amdocs standard form software license and support agreement with payment provisions according to Amdocs’ then-current standard price list for the use of the Software by such transferee only in conjunction with and the services of such transferred Company business unit (or part thereof).

(d) Provision of Services to Transferee . Notwithstanding the foregoing. if (i) Company or a Company Affiliate sells or otherwise transfers the

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assets or equity ownership of any Company or Company Affiliate business unit; and (ii) as part of such transfer, Company or such Company Affiliate agrees to provide services to the transferee related to and/or including the use of Software, then Company or such Company Affiliate shall have the right without any additional payment to Amdocs (but subject to the payment of any additional license fees due in accordance with the applicable License Order) to so use the Software to provide such services after the completion of any such transfer, provided such services relate only to the transferred business unit. Amdocs will offer to license the Software to such third-party transferee on Amdocs’ then-current standard license terms and conditions and otherwise negotiate in good faith with such third-party transferee after Company or such Company Affiliate is no longer providing such services to such third-party transferee.

(e) Mergers and Acquisitions . The provisions of Sections 15.6(b) and 15.6(c) shall not apply if Company or a Company Affiliate merges with or is acquired by another entity and immediately following such merger or acquisition the number of customers and/or subscribers previously receiving services from Company or such Company Affiliates, respectively, is less than 50% of the number of subscribers of the merged or consolidated entity. In such event, the merged or consolidated entity shall have the right to use the Software to service only the respective Company or Company Affiliate customers and/or subscribers (including potential customers and/or subscribers) in the markets that were receiving billing services from Company or a Company Affiliate, respectively, prior to the merger or acquisition. For purposes of the foregoing, “potential customers and/or subscribers” shall not include customers and/or subscribers of the non-Company/non-Company Affiliate entity that were customers and/or subscribers of such entity immediately prior to such merger or acquisition. Any other use of the Software by the merged or consolidated entity shall be conditional upon such entity executing with Amdocs a software license and support agreement. Amdocs will offer to license the Software to such merged or consolidated entity on Amdocs’ then-current standard license terms and conditions and otherwise negotiate in good faith with such merged or consolidated entity.

15.7 Time Limit for Claims . No action, regardless of form, arising out of this Agreement may be brought by either party more than two years after the cause of action has arisen.

15.8 Modification . This Agreement can be modified only by a written amendment signed by persons duly authorized to sign agreements on behalf of the parties.

15.9 Complete Agreement . This Agreement, including all Orders, Exhibits and Addenda are the complete and exclusive statement regarding the subject matter hereof and supersede all prior agreements, understandings and communications, oral or written, between the parties regarding the subject matter hereof. Each of the parties acknowledges that in entering into this Agreement and such Orders, Exhibits and Addenda, it has not relied on any statement, representations, warranty, understanding, undertaking, promise or assurance (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in this Agreement or such Orders or documents.

15.10 Invalid or Unenforceable Provision . If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provision and the rights and obligations of the parties shall be construed and enforced accordingly. In addition, the parties hereby agree to cooperate to replace the invalid or unenforceable provision(s) with valid and enforceable provision(s) which will achieve the same result (to the maximum legal extent) as the provision(s) determined to be invalid or unenforceable.

15.11 Waiver . No waiver of rights arising under this Agreement or Orders shall be effective unless in writing and signed by the party against whom such waiver is sought to be enforced. No failure or delay by either party in exercising any right, power or remedy under this Agreement shall operate as a waiver of any such right, power or remedy and/or prejudice any rights of such party.

15.12 Notices . Legal notices given by the parties to one another in connection with this Agreement shall be provided by writing, prepaid mail, receipted courier service, or hand delivery to the party to be notified, at the address stated at the outset of this Agreement.

15.13 No Third-Party Beneficiaries . This Agreement is intended solely for the benefit of the parties. In no event will any third party have any

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rights in relation to this Agreement or any right to enforce the terms hereof.

15.14 Nonsolicitation . Neither party shall hire or otherwise employ any of the other party’s employees or their respective subcontractors’ employees, who are assigned full- or part-time to activities that are part of the performance of this Agreement within one year after such employee or subcontractor’s employee ceases to be involved in the performance of this Agreement. Solely for purposes of this Section 15.14, independent contractors of a party are considered employees of such party. The provisions of this Section shall survive the expiration or termination of this Agreement or any Order for any reason and shall remain in full force and effect for a period of one year thereafter. Notwithstanding the foregoing, each party may hire any personnel of the other who has responded to publicity for a position that has been publicized through local or national newspapers, Internet postings, radio or television advertising, job fairs, notices to colleges or technical schools, or placement professionals.

15.15 Compliance with Laws . If Company is permitted to export the Software or the Documentation from the country in which Company first received it, Company assumes the responsibility for compliance with all applicable export and re‑export regulations, as the case may be. Company will not allow the Software, in whole or in part, to be exported outside of the United States, in any manner or by any means without in each instance obtaining the prior approval of the appropriate government authorities of the United States, and, if required, a validated export license from the Office of Export Administration within the U.S. Department of Commerce and, if required, obtaining the prior approval of and/or license(s) from the appropriate governmental authorities of any and all other applicable countries. Company will comply with all applicable export control laws and regulations of the United States of America in performing its duties under this Agreement.

15.16 Source Code Escrow . At Company’s request, with respect to the Software licensed by Amdocs to Company hereunder, Amdocs will establish a source code escrow account in favor of Company, in accordance with Exhibit E hereto.

15.17 Force Majeure . The obligations hereunder of each party shall be suspended while and to the extent that such party is prevented from complying herewith in whole or in part by any event beyond the reasonable control of such, which for purposes of this Agreement shall include, without limitation, acts of God, earthquakes, unavoidable accidents, laws, rules, regulations or orders of government authorities, acts of war (declared or not), terrorism, hostilities, blockades, civil disturbances, embargoes, strikes or any other similar event or cause. If any event described in the preceding sentence should result in the suspension of either party’s performance of its obligations hereunder, such party shall give written notice of such suspension to the other party, specifying in reasonable detail the nature of the event causing such suspension. Company shall not be required to make any payments to Amdocs for Amdocs’ performance hereunder such performance is suspended due to a force majeure. Either party may terminate any applicable Order immediately upon notice to the other party if such other party’s performance under such Order has been suspended due to a force majeure for a period of 30 days or longer, and if such notice is given while the force majeure is continuing.

15.18 Insurance . The terms and conditions set forth in Section 6 of the MSA shall apply equally hereunder to Amdocs and Company as if incorporated herein by this reference with appropriate adaption of defined terms; provided, however, that Amdocs’ compliance with such terms and conditions pursuant to either this Agreement or the MSA shall be deemed to be compliance therewith (without duplication) for purposes of the other.

IN WITNESS WHEREOF , the parties hereto have executed this Agreement through their authorized representatives as of the Effective Date.

United States Cellular Corporation Amdocs Software Systems Limited

By: /s/ Mary N. Dillon By: /s/ Neville Walker

Name: Mary N. Dillon Name: Neville Walker

Title: President & CEO Title: Deputy General Manager

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Exhibit A

LICENSE ORDER NO. 1

Upon acceptance of this License Order No. 1 (this “License Order”), AMDOCS SOFTWARE SYSTEMS LIMITED (“Amdocs”) hereby grants to UNITED STATES CELLULAR CORPORATION (“Company” or “USCC”) a license to use the Software (the “License”), and Company accepts and agrees to pay for the License under the terms and conditions of this License Order and the terms and conditions contained in the August 12, 2010, Software License and Maintenance Agreement between Company and Amdocs (the “Agreement”), which is specifically incorporated herein by this reference. The parties have also entered into the August 12, 2010, Statement of Work (the “SOW”) pursuant to the August 12, 2010, Master Service Agreement between the parties (the “MSA”).

1. EFFECTIVE DATE OF THIS LICENSE ORDER

August 17, 2010 (the “Order Effective Date”).

2. SOFTWARE

2.1 The Amdocs Software

In accordance with this License Order, Amdocs hereby licenses to USCC the following Amdocs Software (the “Amdocs Software”):

(a) Amdocs Revenue Management (Version CES 8.1)

(i) Amdocs Acquisition & Formatting

(ii) Amdocs Turbo Charging

(iii) Amdocs Error Manager

(iv) Amdocs Invoicing

(v) Amdocs Document Designer

(vi) Amdocs Accounts Receivable

(vii) Amdocs Collections

(viii) Amdocs Balance Manager

(ix) Amdocs Voucher Manager

(x) Amdocs Replenishment Manager

(b) Amdocs Customer Management (Version CES 8.1)

(i) Amdocs Billing Manager – Smart Client

(ii) Amdocs Customer Interaction Manager – Smart Client

(iii) Amdocs Integration Gateway

(iv) Amdocs Marketing Connector – Smart Client

(v) Amdocs Analytics Connector – Smart Client

(vi) Amdocs Sales – Smart Client

(vii) Amdocs Script Designer

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(viii) Amdocs CRM Customization Center – Smart Client (Licensed for Non-Production Environments as detailed in Annex 2 hereto)

(ix) Amdocs Script Manager – Smart Client

(x) Amdocs Support– Smart Client

(xi) Amdocs Process Manager (for Amdocs Customer Management)

(xii) Amdocs Ordering

(The foregoing Licenses include those for the Production Environment(s) and/or Non-Production Environments as well as the User Licenses specified in Annex 2 hereto.)

(d) Amdocs Activation (Version CES 8.1)

Amdocs Activation Manager

(e) Amdocs Network Billing Unit Software (Version 5.2)

(i) Amdocs Session Control Point

(ii) ARC

(iii) IVR (pre- and post-call announcements)

(f) Amdocs Foundation Components (Version CES 8.1)

(i) Amdocs Customer Information Hub

(ii) Amdocs Enterprise Product Catalog

(iii) Amdocs Resource Manager

(iv) Amdocs Monitoring and Control

(v) Amdocs Security Manager

(vi) Amdocs System Configurator

(vii) Amdocs Integration Framework

(viii) Amdocs Service Platform

(ix) Amdocs DB Extract Tool

(x) Amdocs Multimedia Integrator

(xi) Amdocs Sales Engine

2.2 The SAS Software

(a) In accordance with this License Order, Amdocs hereby sublicenses to USCC the following SAS Offer Management Solution Software (the “SAS Software”):

(i) SAS Real Time Decision Manager (Version 5.3)

(ii) SAS Marketing Automation (Version 5.3)

(iii) SAS Model Manager (Version 2.2)

(iv) SAS Grid Manager (Version 9.21)

(v) DataFlux dfPower Profile for one PC user (Version 8.1)

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(vi) DataFlux dfPower Platform for SAS for PC one user (Version 8.1)

(vii) DataFlux dfPower Customize for one PC user (Version 8.1)

(viii) DataFlux dfPower Quality for PC one user (Version 8.1)

(ix) Platform Suite for SAS (Version 9.21)

(x) Three SAS/ACCESS Interface engines (Version 9.2)

(xi) Three SAS Metadata Bridges (Version 9.2)

The SAS/ACCESS Interface engines and SAS Metadata Bridges types shall be defined by USCC during the Solution Outline Phase (as defined in the SOW).

(b) The terms and conditions relating to the scope and use of the SAS Software shall be consistent with the terms and conditions relating to the scope and use of the licenses to the Amdocs Software except as otherwise specified in Annex 3 hereto.

2.3 The MicroTelecom Software

(a) In accordance with this License Order, Amdocs hereby sublicenses to USCC the following MicroTelecom Software (the “MicroTelecom Software”):

MicroTelecom (Version 5) -- Point-of-Sale Functionality

(b) The terms and conditions relating to the scope and use of the MicroTelecom Software shall be consistent with the terms and conditions relating to the scope and use of the licenses to the Amdocs Software.

2.4 The Software

Notwithstanding the definition of Software set forth in the Agreement, the Amdocs Software, the SAS Software (except to the extent that the SAS Software is subject to the terms and conditions that are set forth in Annex 3 to this License Order) and the MicroTelecom Software shall be deemed to be part of the Software for purposes of the Agreement and this License Order unless the context clearly requires otherwise. Without limiting the foregoing and for the avoidance of doubt, Amdocs’ indemnification obligations set forth in Section 10 of the Agreement with respect to the Software shall apply to the MicroTelecom Software.

3. TERRITORY

Notwithstanding the definition of the Territory set forth in the Agreement, USCC may install and use the Server Software in [***], and USCC may use and permit the use of the Client Software without territorial restrictions in accordance with Section 3 of the Agreement.

4. TERM, TYPE AND SCOPE OF LICENSE

4.1 The term, type and scope of the Licenses granted under this License Order shall be as specified in Section 3 of the Agreement and as otherwise specified in this License Order.

4.2 The usage rules and definitions specified in the following Annexes to this License Order shall apply to the Licenses to the following Software granted under this License Order:

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*SOFTWARE*	*ANNEX TO THIS LICENSE ORDER*
Amdocs Revenue Management and Amdocs Network Billing Unit Software	1
Amdocs Customer Management and Amdocs Retail Interaction Manager	2
The SAS Software	3
The MicroTelecom Software	4

4.3 Licenses to the Amdocs Foundation Components Software are included with the Licenses to the other Amdocs Software granted under this License Order and are not priced separately. The Amdocs Foundation Components Software licensed herein is subject to the environment and volume usage rules and limitations specified for the related Amdocs Software licensed pursuant to this License Order.

4.4 Subject to the terms set forth in this License Order (including the Annexes hereto), upon payment by USCC of the License Fees specified in this License Order for the Amdocs Software, USCC shall be entitled to use such Software for [***] Production [***] and the Non-Production Environments outlined in Annex H to the SOW. Upon USCC’s request, Amdocs will license to USCC the right to use such Software in additional Non-Production Environments for no additional license fees.

5. WARRANTY PERIOD

Notwithstanding anything to the contrary in the Agreement or this License Order, the Warranty Period for the Software shall be the [***]-day period commencing upon completion of Wave 1 (as defined in the SOW).

6. LICENSE FEES

6.1 Initial License Fees

(a) The initial License Fees (each an “ILF”) for the Licenses granted under this License Order are specified in the following table:

*SOFTWARE*	*ILF*
The Amdocs Software (as specified in Section 2.1 of this License Order and Annexes 1 and 2 to this License Order)	$[***]
SAS Software (as specified in Section 2.2 of this License Order and Annex 3 to this License Order)	$[***]
MicroTelecom Software (as specified in Section 2.3 of this License Order and Annex 4 to this License Order)	$[***]
Total ILF	$[]*

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(b) Payment of the ILFs shall entitle USCC to use the applicable Software in one Production Environment for up to the following volumes of usage (as further defined and detailed in the applicable Annexes hereto):

*SOFTWARE*	**VOLUME OF USAGE (BASED ON ILF)***
Amdocs Revenue Management	[***] Subscribers (as defined in Annex 1) (No Basic M2M (as defined in Section 6.2(d)) or Advanced M2M (as defined in Section 6.2(d)) are included.)
Amdocs Network Billing Unit Software	[***] Subscribers
Amdocs Customer Management	[***] Concurrent Users (as defined in Annex 2)
Amdocs Retail Interaction Manager	[***] Concurrent Users

* During the Warranty Period, the Software will enable at least an additional [***]% of usage volume (the “Grace Licenses”). If any of the Grace Licenses are utilized by USCC, such Grace Licenses will be subject to payment of the applicable SLFs as set forth in Sections 6.2(c) and 6.2(d) of this License Order.

(c) Amdocs shall bill USCC for the ILFs in installments as specified in Annex 5 to this License Order. USCC shall pay such invoices in accordance with the Agreement.

6.2 Subsequent License Fees

(a) Company’s volume of usage of the Software will be reviewed annually commencing on the November 1 ^st immediately following USCC’s commencement of Production Use of the Software ( i.e. , the November 1 ^st immediately following completion of Wave 1) and occurring on each November 1 ^st thereafter (each a “Verification Date”).

(b) Within 30 days after each Verification Date, USCC shall notify Amdocs in writing of the volume of Software usage as of such Verification Date. Amdocs may audit Company’s use of the Software in accordance with Section 9.6 of the Agreement.

(c) If the volume of Company’s Software usage at any time exceeds the number of licenses that the Company has acquired whether in consideration of the ILF or by payment of the applicable subsequent License Fees (each an “SLF”) (as set forth in the table below for the Amdocs Software (or the applicable SLFs set forth in Annex 3 or Annex 4, as applicable)) prior to such time, then Company will, prior to using the Software in excess of such number of acquired licenses, notify Amdocs thereof and within 30 days after USCC’s receipt of Amdocs’ invoice for the applicable SLFs pay to Amdocs the applicable SLFs to acquire licenses for such excess volume usage. Without limiting the foregoing, if the volume of Company’s Software usage as of a Verification Date exceeds the number of licenses that the Company has acquired as of such Verification Date, then

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Company will pay to Amdocs the applicable SLFs within 30 days after Amdocs submits to USCC an invoice for such SLFs.

*SOFTWARE*	*SLF*
Amdocs Revenue Management	$[***] per Subscriber
Amdocs Network Billing Unit Software	$[***] per Subscriber
Amdocs Customer Management	$[***] per Concurrent User
Amdocs Retail Interaction Manager	$[***] per Concurrent User

SLFs relate only to Subscribers, Concurrent Users, CERs (in accordance with Annex 3) and Stores (in accordance with Annex 4) in excess of those usage limitations contemplated in the ILF or the aggregate usage limitations as of the date of determination based upon the ILF and all SLFs paid prior to such date.

(d) Machine-to-Machine SLF . Notwithstanding the SLFs set forth in Section 6.2(c) of this License Order, the machine-to-machine (“M2M”) SLFs will apply for devices used solely to gather data and to send such data (without direct human intervention) to a back-end server using a USCC network. The M2M SLFs will be payable by USCC with respect to the devices and usage of the Software based upon the following definitions:

(i) “Basic M2M” means M2M use of the Amdocs Software for basic rating and billing on a postpaid basis with (A) no more than [***] events are sent from the device to the B/OSS Solution (as defined in the SOW) each month, (B) no real-time capabilities or special features, and (C) the data flows only in one direction from the device to the B/OSS Solution.

(ii) “Advanced M2M” means M2M use of the Amdocs Software for advanced rating and billing on a postpaid basis where one or more of the following is applicable: (A) more than [***] events are sent from the device to the B/OSS Solution each month, (B) real-time capabilities ( e.g. , notification of payment due, balance or up-to-date consumption data of any sort) or special features are required, or (C) the data flows both from the device to the B/OSS Solution and from the B/OSS Solution to the device.

The M2M SLFs will be billed based upon the pricing set forth in the following table:

Number of Subscribers (Devices) Basic M2M SLF Pricing per Subscriber Advanced M2M SLF Pricing per Subscriber

0–[***] $[***] $[***]

[***]–[***] $[***] $[***]

[***]–[***] $[***] $[***]

[***]+ $[***] $[***]

(e) The volume of USCC’s usage of the Software will be determined in accordance with a technical procedure that will enable USCC to retrieve the then-current volume of such usage from the B/OSS Solution. Such procedure shall be set forth in a License Audit Procedure Deliverable as defined in and specified in Annex B to the SOW.

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(f) Such SLFs will not be increased by Amdocs during the [***]-year period commencing on the Order Effective Date.

6.3 Additional Amdocs Software Products

(a) If USCC elects to purchase from Amdocs licenses to Amdocs Partner Manager, Amdocs Interactive e-Commerce, Amdocs Interactive e-Service and /or Amdocs Interactive e-Billing, Amdocs will provide such licenses to USCC at the License Net Price specified in the following table:

*Product Name*	*List Price*	*Discount*	*License Net Price*
Amdocs Partner Manager	$[***]	[***]%	$[***]
Amdocs Interactive e-Commerce	$[***]	[***]%	$[***]
Amdocs Interactive e-Service	$[***]	[***]%	$[***]
Amdocs Interactive e-Billing	$[***]	[***]%	$[***]

(b) The License Net Prices specified in the table above are for the applicable ILFs based on the same volumes of usage as set forth in Section 6.1(b) of this License Order. If USCC elects to purchase licenses for such products at volumes of usage in excess of the volumes specified in Section 6.1(b) of this License Order, USCC shall pay to Amdocs the applicable SLFs for such excess volume subject to no less than a [***]% discount off of Amdocs’ list prices for the applicable SLFs.

(c) If USCC elects to purchase from Amdocs licenses to any additional Amdocs Software products ( i.e. , any Amdocs proprietary Software products that are neither licensed to USCC under this License Order nor specified in Section 6.3(a) of this License Order), USCC will receive discount of not less than [***]% off of Amdocs’ list prices for such licenses to such additional Amdocs Software products.

6.4 Freedom Wireless Licenses

(g) For avoidance of doubt, the licenses granted by Amdocs under this License Order do not include licenses under the patents (the “Freedom Wireless Patents”) of Freedom Wireless, Inc. (“Freedom Wireless”) to provide real-time prepaid services for the Subscribers. Following execution of this License Order and Amdocs’ agreement with Freedom Wireless on the terms for licensing of the Freedom Wireless Patents, Amdocs will submit to USCC a proposal for USCC to acquire such licenses through Amdocs.

(h) Following submission of Amdocs’ proposal to USCC, USCC will have the option to acquire licenses to the Freedom Wireless Patents through Amdocs (based on such proposal and related terms and conditions to be agreed upon) or through other parties or directly from Freedom Wireless. If USCC selects Amdocs’ proposal, the parties will negotiate in good faith to agree upon and execute an amendment to this License Order (or to execute an additional License Order) for such licenses.

(i) If USCC acquires its license to the Freedom Wireless Patents through Amdocs, Amdocs will defend and indemnify USCC in accordance with the Agreement from claims by Freedom Wireless alleging infringement of the Freedom Wireless Patents. (If USCC acquires its license to the Freedom Wireless Patents through another party, or otherwise uses the Software to provide real-time prepaid services without first acquiring a license to

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the Freedom Wireless Patents through Amdocs, USCC will defend and indemnify Amdocs in accordance with the Agreement from claims by Freedom Wireless alleging infringement of the Freedom Wireless Patents.)

ACCEPTED: ACCEPTED:

United States Cellular Corporation Amdocs Software Systems Limited

By: /s/ Mary N. Dillon By: /s/ Neville Walker

Name: Mary N. Dillon Name: Neville Walker

Title: President & CEO Title: Deputy General Manager

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Exhibit B

MAINTENANCE TERMS AND CONDITIONS

1. SCOPE OF MAINTENANCE

1.1 Definitions . The following terms used in this Exhibit B are defined as follows:

(a) “ Major Release ” means a new release of the Software that includes additional significant enhancements to the Software. These releases may include material architectural changes, major feature changes, new platform support, new operating system support, third-party hardware support and additional new software modules available as part of the Major Release. Unless otherwise defined via a specific communication, Major Releases are usually designated by the number “0” to the right of the decimal point ( e.g. , 8.0). (For greater certainty, release 7.5 was specifically designated by Amdocs as a Major Release.) Major Releases include Replacement Products but do not include new products or other items that Amdocs licenses separately from the Software. For purposes of this definition, a “Replacement Product” is any product that Amdocs licenses separately to its other licensees at additional prices and that (i) includes all or substantially all of the features and functionality of the Software; or (ii) is intended as a replacement for the Software. Major Releases are typically released by Amdocs every 18 to 24 months.

(b) “ Minor Release ” means a new release of the Software that is associated with the most recent preceding Major Release. Minor Releases are usually designated by the numbers 1-9 to the right of the decimal point. A Minor Release may contain software fixes, new features, new platform support, new operating system support and third-party hardware support. Additionally, Minor Releases may include one or more Other Releases.

i. “ Patch Bundle ” means a proactive and periodic release that aggregates all Error (as defined below) fixes driven by Amdocs’ worldwide installations. Patch Bundles are typically released by Amdocs every 4 to 6 weeks; and

ii. “ Service Pack ” means a proactive and periodic release that is composed of a group of Patch Bundles, and may include third-party software upgrades and product enhancements. Service Packs are typically released by Amdocs every 6 to 12 months.

1.2 Amdocs’ Obligations. During the applicable Maintenance Period (as defined in Section 3.2 of this Exhibit B ) and provided Company has a Supported Release of the Software, Amdocs shall:

(a) provide Company with the level of Maintenance purchased by Company as shall be specified in each Annex 1 to be issued under this Exhibit B , in accordance with the Amdocs Product Support Overview which may be accessed by Company at the Amdocs Support Portal, log-in page www.amdocs.com/support and which is incorporated herein by this reference (the current version of the Amdocs Product Support Overview is attached to this Exhibit B as Annex 2 );

(b) provide Company with Major Releases, Minor Releases and Other Releases for the Supported Release of the Software in accordance with Annex 1 to this Exhibit B (excluding any new modules not then licensed to Company), provided that except as otherwise agreed by the parties ( e.g. , in a License Order hereunder or in a Statement of Work under the MSA), Amdocs makes no representation as to what may be included in any new release and is under no obligation to incorporate any newly-developed functionality into any new release;

(c) determine the source of the problem reported by Company and notify Company or the appropriate party if the source of the problem is not an Error;

(d) resolve problems or bugs in the Supported Release of the Software which cause the Software not to function in conformity with the Documentation in all material respects (“Errors”), such efforts to be in accordance with the level of Maintenance purchased by Company and in accordance with the Amdocs Product Support Overview;

(e) not disable or remove through update, upgrade or new release a previously enabled portion of the API;

(f) provide Company with telephone consultation relating to Maintenance;

(g) periodically provide Company with Amdocs’ product roadmap that identifies a list of functional capabilities that Amdocs is considering adding to the Software in upcoming releases, and the estimated timeframe within which Amdocs anticipates such functional capability will be delivered;

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(h) provide Company with the opportunity to participate in Amdocs customer or user groups in which participants compare experiences and make suggestions for further enhancements to the Software as further set forth in Section 1.3 of this Exhibit B . In connection with Company’s participation in any such customer or user groups, Amdocs shall waive enforcement of Section 13 of the Agreement to the extent necessary to enable Company to participate meaningfully; and

(i) provide Company with the information and assistance required pursuant to Section 1.4 of this Exhibit B in connection with enabling the Software to be compliant with and to enable USCC’s use of the Software to be compliant with Company Legal Requirements.

Maintenance for a release of the Software that is no longer a Supported Releases shall be offered by Amdocs for at least [***] ([***]) years after such release of the Software ceases to be a Supported Release (“Extended Support”), all as further described in the Amdocs Product Support Overview, subject to payment of an additional fee for such Maintenance, if any, as set forth in the applicable Maintenance Order. Such additional fee will not exceed [***] percent ([***]%) of the then current Maintenance Fees for a Supported Release.

1.3 Amdocs User Groups .

(a) Amdocs seeks input from its customers concerning the roadmap for Amdocs products. Requests that optimize product architecture and functionality are considered for inclusion in upcoming releases of the Software.

(b) Amdocs will provide to Company the same opportunities and privileges that Amdocs provides to its other customers to endeavor to influence the Amdocs products roadmap.

(c) Without derogating from the foregoing, Amdocs will offer Company the opportunity to participate in the following programs, which are intended to influence future functionality of the Software:

i. Amdocs Board of Advisors : The Amdocs Board of Advisors meets semi-annually with Amdocs’ executive management to provide insights and recommendations on topics that drive the Amdocs vision, direction, business model and overall philosophy.

ii. Amdocs Technology Council : The Amdocs Technology Advisory Council consists of Chief Architects / VPs of Architecture who advise Amdocs on topics including, without limitation, integrated customer data models, web services, unified user interfaces, process management architecture, high availability and security.

iii. Special Interest Groups : Amdocs Special Interest Group (SIG) program currently has four active groups on the following topics: Advertising and Media, Billing and Revenue Management, Customer Relationship Management (CRM), and Operational Support System (OSS). The SIGs meet four times per year. Three meetings are via Webinar, and the fourth is a face-to-face meeting held as part of Amdocs’ annual user conference currently known as “InTouch.”

1.4 Regulatory Compliance . If Company believes that a change to the Software is required in order for the Software or USCC’s use of the Software to comply with Company Legal Requirements, Company may request and Amdocs shall provide the following:

(a) a good faith estimate of when such change will be incorporated into a release of the Software and made available to Company hereunder;

(b) a good faith estimate of the timeline and cost for customization of the Software to incorporate such change; and

(c) reasonable assistance in discussions with governmental agencies and other enforcement bodies as necessary to explain the timeline required for compliance.

1.5 Company’s Obligations . During the applicable Maintenance Period, Company shall:

(a) appoint a System Manager and promptly obtain training in the use of the Software. For purposes of this Exhibit B , a “System Manager” means a limited number of individuals designated by Company to act as Company’s liaison and single point of contact with Amdocs for all technical communications and the distribution of information and materials provided by Amdocs to Company hereunder;

(b) undertake remedial corrective actions as reasonably instructed by Amdocs in the Documentation and properly maintain the Software at the Supported Release unless USCC has paid an additional fee for Extended Support. If any release of the Software offered to Company is deemed by Company to be undesirable, Company may, at its option, continue to use a prior release of the Software. However, Amdocs’ Maintenance obligations to Company under this Exhibit B apply

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only to the Supported Release of the Software unless USCC has paid an additional fee for Extended Support;

(c) notify Amdocs of any Errors in the Software in accordance with Amdocs’ then-current problem reporting procedures provided by Amdocs in writing; and

(d) install new releases and Error corrections provided by Amdocs, test and implement such corrections and perform any clean-up activity required to correct side effects of any Error. Additionally, immediately following installation of any new release of the Software provided by Amdocs, and except for any archival or back-up copies as authorized in the Agreement, promptly destroy or, at Amdocs’ option return, any prior release(s) of the Software and Documentation.

2 LIMITATIONS

2.1 Limitations on Maintenance . Maintenance shall not apply in the event (a) the Software or any part thereof is altered, modified or revised by any party other than Amdocs or other than as directed, instructed or authorized by Amdocs (for the avoidance of doubt, configuration of the Software shall not be deemed to be an alteration, modification or revision of the Software or any part thereof); (b) the Software is used in conjunction with another vendor’s products resulting in the defect or nonconformance provided that such products were not provided, recommended, authorized or approved by Amdocs and were not otherwise required in order for USCC to use the Software for its intended use as set forth in the Documentation or instructions supplied by Amdocs; or (c) Company fails to follow the applicable operation, Maintenance or Platform requirements as specified in the Documentation. All corrections to the Software will be performed only by Amdocs or its authorized subcontractors.

3 MAINTENANCE AVAILABILITY, PERIODS AND REINSTATEMENT

3.1 Availability of Maintenance . Amdocs will provide Maintenance for the Supported Release(s) of the Software and will provide Extended Support for prior releases as set forth in this Exhibit B .

3.2 Maintenance Periods . Maintenance will be provided for one (1) year periods (“Maintenance Period”) commencing upon Delivery of the Software, and Company hereby orders Maintenance for the first Maintenance Period pursuant to the terms of Annex 1 to this Exhibit B . During the Term of the Agreement, each Maintenance Period shall be automatically renewed for successive Maintenance Periods for so long as Amdocs offers Maintenance for the Software and unless not renewed by USCC by providing notice in writing to Amdocs at least sixty (60) days prior to the conclusion of the applicable Maintenance Period. Amdocs’ right not to renew Maintenance shall be subject to the provisions of Section 3.1 of this Exhibit B .

3.3 Reinstatement . If Company notifies Amdocs of its decision not to renew Maintenance following the conclusion of the applicable Maintenance Period as specified in Section 3.2 of this Exhibit B , Company may later request that Amdocs reinstate Maintenance, provided Company has a Supported Release of the Software or a release that is eligible for Extended Support. In such event Amdocs shall reinstate Maintenance and Company shall pay Amdocs a maintenance reinstatement fee equal to the cumulative standard Maintenance charges applicable for the Maintenance terms during which Maintenance lapsed, in addition to the Maintenance charges for the then-current Maintenance Period. In the event Company does not have a Supported Release of the Software or a release that is eligible for Extended Support, and Company wishes to order Maintenance, Company may order Services from Amdocs under the MSA for the purpose of upgrading the Software in order to enable Company to order Maintenance.

4 MAINTENANCE FEES AND PAYMENT

4.1 Maintenance Fees . The consideration for Maintenance (“Maintenance Fee”) for each Maintenance Period is specified in Annex 1 to this Exhibit B .

4.2 Invoicing . The Maintenance Fee for each Maintenance Period will be invoiced to Company in advance on the first day of the applicable Maintenance Period and paid by Company as specified in Section 9.3 of the Agreement.

5 DATA PRIVACY

The terms and conditions set forth in Section 10 of the MSA shall apply equally hereunder to Amdocs in its performance of Maintenance and to Company in its receipt of Maintenance in the same manner as if incorporated herein by this reference with appropriate adaption of defined terms and cross-references.

6 Maintenance Policy changes

This Exhibit B reflects Amdocs’ policy with respect to the provision of Maintenance in force as of the Effective Date. Company acknowledges that these terms are subject to change, provided that Amdocs shall not materially reduce the level of Maintenance offered hereunder during the term of the Agreement. Amdocs shall inform Company in advance of any

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such changes. All changes shall take effect after the end of the then-current Maintenance Period.

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Annex 1 to Exhibit B

MAINTENANCE ORDER NO. 1

Upon acceptance of this Maintenance Order No. 1 (this “Maintenance Order”), AMDOCS SOFTWARE SYSTEMS LIMITED (“Amdocs”) agrees to provide Maintenance to UNITED STATES CELLULAR CORPORATION (“Company” or “USCC”), and Company agrees to purchase from Amdocs Maintenance for the Software specified below, under the terms and conditions of this Maintenance Order and those contained in the August 12, 2010, Software License and Maintenance Agreement between Company and Amdocs (the “Agreement”), which is specifically incorporated herein by this reference.

1. Effective Date of this Maintenance Order

August 12, 2010

2. Software

Amdocs shall provide Maintenance for the Software specified in the August 12, 2010, License Order No. 1 between the parties (the “License Order”).

3. Description and Level of Maintenance

§ For the Amdocs Software (as defined in the License Order) and the MicroTelecom Software (as defined in the License Order), Amdocs will provide Maintenance: (a) in accordance with Exhibit B to the Agreement, (b) at the level described as Amdocs Preferred Support (as set forth in the Amdocs Product Support Overview in Annex 2 to Exhibit B to the Agreement), and (c) subject to the target defect response and resolution times described in Annex L to the August 12, 2010, Statement of Work (the “SOW”) entered into pursuant to the August 12, 2010, Master Service Agreement between the parties (the “MSA”).

§ For the SAS Software (as defined in the License Order), Amdocs will provide the Maintenance as described in Annex 1 to this Maintenance Order.

4. Maintenance Periods

§ Maintenance will be provided hereunder for [***] annual Maintenance Periods. The first annual Maintenance Period will commence upon the conclusion of the Warranty Period under the License Order.

§ Following the initial [***]-year term of this Maintenance Order as specified in Section 4.1, Maintenance for the Software specified above shall be automatically renewed for one-year Maintenance Periods unless either party provides written notice of nonrenewal to the other party at least 60 days prior to the conclusion of the then-current Maintenance Period; provided, however, that Amdocs’ right to send such notice of nonrenewal shall commence during the [***] annual Maintenance Period hereunder.

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5. Maintenance Fees and Payment

§ The following annual Maintenance Fees shall be charged for the following Software:

Amdocs (RIM, Ordering, CRM, Billing, Activation, NBU): $[***]

MicroTelecom: $[***]

SAS: $[***]*

Total: $[***]

* Such annual Maintenance Fees for the SAS Software will be applied to the annual License Renewal Fees specified in Annex 3 to the License Order and are subject to the terms therein.

§ For each annual Maintenance Period after the first annual Maintenance Period: (a) the annual Maintenance Fee for the Amdocs Software will be increased by [***]% of the SLF payable by USCC for the Amdocs Software under the License Order during the immediately preceding annual Maintenance Period; and (b) the annual Maintenance Fee for the MicroTelecom Software will be increased by $[***] for each Licensed Store added during the immediately preceding annual Maintenance Period in accordance with Section 6 of Annex 4 to the License Order. During the initial [***]-year term of this Maintenance Order, provided that the Software is on a Supported Release, the Maintenance Fee for the Amdocs Software and MicroTelecom Software will not otherwise be increased.

§ Following the initial [***]-year term of this Maintenance Order, provided that the Software version licensed to Company is then a Supported Release, the Maintenance Fees for the Amdocs Software and the MicroTelecom Software will not be increased by more than [***]% annually.

§ Notwithstanding anything to the contrary in the Agreement or in this Maintenance Order, for the initial [***] Maintenance Periods after the Software has ceased to be a Supported Release, the Maintenance Fees for the Amdocs Software and the MicroTelecom Software will not exceed [***]% of the applicable Maintenance fees for the immediately preceding annual Maintenance Period.

§ Notwithstanding anything to the contrary in the Agreement or in this Maintenance Order, Amdocs shall bill Company for the Maintenance Fees for the Amdocs Software, the MicroTelecom Software and the SAS Software for each annual Maintenance Period hereunder on a quarterly basis in advance, and USCC shall pay the applicable invoices in accordance with Section 9.3 of the Agreement .

§ Fee Park Option for Amdocs Software

i. Upon written notice delivered to Amdocs at least 90 days prior to the expiration of the then-current Maintenance Period, Company has a one-time option to “park” up to [***]% of the annual Maintenance Fees for the Amdocs Software applicable for the immediately subsequent annual Maintenance Periods by not using an equivalent percentage of the licenses to such Amdocs Software granted under the License Order for a single, uninterrupted period (the “Fee Park Period”) not to exceed [***] consecutive months (such option, the “Fee Park Option”).

ii.For the avoidance of doubt: (i) if the Fee Park Option is exercised, the Fee Park Period shall (A) commence upon the commencement of the Maintenance Period immediately following timely delivery of the notice required in Section 5.6(a), and (B) continue for the period specified in such notice but shall not exceed [***] months; and (ii) during the Fee Park Period, Company shall not utilize a percentage of the licenses to the Amdocs

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Software granted under the License Order equivalent to the “parked” percentage of Maintenance Fees specified in such notice, not to exceed [***]%.

iii.The percentage of Maintenance Fees to be parked during the Fee Park Period shall not in any event exceed the [***] of: (i) [***]%, and (ii) the percentage of license volume unused by Company at the time of such notice and throughout the Fee Park Period.

iv.For purposes of this Maintenance Order, if Company opts to park a portion of the Maintenance Fees during the Fee Park Period, such parked portion of the Maintenance Fees shall be discounted from the Maintenance Fees to be billed by Amdocs for the Fee Park Period and shall not be due or payable from Company during or with respect to the Fee Park Period. Such discount shall be temporary and shall no longer apply to any Maintenance Fees due or payable with respect to any Maintenance Period, or part thereof occurring after the Fee Park Period. Accordingly, upon expiration of the Fee Park Period, Company’s responsibility for the applicable undiscounted Maintenance Fees for the remainder of the then-current Maintenance Period shall resume and shall continue thereafter subject to the terms of this Maintenance Order.

v.During the Fee Park Period, if USCC uses the licenses corresponding to all or part of the parked Maintenance Fees, the discount related to the parked Maintenance Fees corresponding to such licenses shall not apply for the remainder of the Fee Park Period after USCC commences such use, and USCC will be required to pay the applicable undiscounted Maintenance Fees for the remainder of the Fee Park Period.

6. Company Representative

Dave Dennen

7. Installation Site Address

U.S. Cellular
800 Cornerstone Drive
Knoxville, TN 37932

8. Invoice Address

U.S. Cellular
PO Box 620989
Middleton WI 53562-0989
Attention: Accounts Payable

ACCEPTED: ACCEPTED:

United States Cellular Corporation Amdocs Software Systems Limited

By: /s/ Mary N. Dillon By: /s/ Neville Walker

Name: Mary N. Dillon Name: Neville Walker

Title: President & CEO Title: Deputy General Manager

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Annex 1

SAS MAINTENANCE DESCRIPTION

1. Amdocs shall cause SAS to provide support for the SAS Software directly to USCC. SAS’ support will consist of the activities and policies specified at http://support.sas.com/techsup/support.html (“Support”). Without derogating from the foregoing, Amdocs shall ensure that SAS provides to USCC new releases, updates, corrective codes and new versions of the SAS Software at no additional charge to USCC for as long as USCC licenses the SAS Software.

2. SAS will continue to provide Support for each of the annual periods for which license renewal fees for the SAS Software are described in Section 1.2 of Annex 3 to the License Order.

Although SAS does not anticipate decreasing its level of Support, such activities and policies are subject to change by SAS. Prior to the commencement of each annual period, SAS will notify USCC and Amdocs in writing of any material change in such activities or policies. If SAS materially decreases the level of Support, then upon written notice thereof from USCC or Amdocs, SAS will, at its option, either: (a) cure such deficiency within 30 days after receipt of such notice; or (b) offer to USCC and Amdocs (i) hourly rates to procure additional SAS resources to make up for such deficiency in Support, and (ii) the right to terminate Support and receive a refund of the prorated license fees for the time remaining in the then-current annual period.

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Annex 2 to Exhibit B

Amdocs Product Support Overview

amdocs

Amdocs Product Support

Overview

This document provides an overview of the Amdocs Maintenance and Product Support packages. It applies to Amdocs’ proprietary generic software product(s) licensed to the customer under the Software License and Maintenance Agreement between Amdocs and the customer and all references to Amdocs’ products in this document refer to such licensed software. Please refer to the Amdocs Software License and Maintenance Agreement for details on maintenance terms and conditions.

This document will be revised periodically to reflect changes in the products being supported as well as the processes, procedures, and technologies being used to deliver that support. The latest version of this document is posted on the Amdocs Product Support Portal (access to registered users through: www.amdocs.com/support ) or when in doubt email Amdocs Product Support at care@amdocs.com to make sure that you have the latest version of this document.

______________________________________________________________________________

Information Security Level 2 – Sensitive
Proprietary and Confidential Information of Amdocs

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Document Information

Release:

Publication Date:

Catalog Number

Information Security: Level 2 - Sensitive

Created: 19/02/209 8:41:00 AM

Account/FOP:

Author:

Editor:

Last Edited: 20/05/2010 10:32:03 AM

File Name: Amdocs Product Support Overview_26APR10.docx

Template: Product.dot

The content of this document cannot be reproduced, downloaded, disseminated, published, transferred, or combined with any other materials, in whole or in part, in any form or by any means, without the prior written consent of Amdocs. The included software may contain and utilize third-party software products. These materials are confidential, and shall be returned to Amdocs upon request.

Amdocs reserves the right to revise the included software and/or documentation and to make changes in the content from time to time without notice. The trademarks and service marks of Amdocs, including the Amdocs mark and logo, Ensembler, Enable, Clarify, Return on Relationship, Intelecable, Collabrent, Intentional Customer Experience, QPASS and Cramer are the exclusive property of Amdocs, and may not be used without permission. All other marks are the property of their respective owners.

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Table of Contents

1 Amdocs Product Support Packages At-a-Glance......................................................................................................................................................................................... 34

2 Amdocs Preferred Support.............................................................................................................................................................................................................................. 35

2.1 Consistent Business Performance.................................................................................................................................................................................................................... 35

2.1.1 Advanced Case Handling............................................................................................................................................................................................................. 35

2.1.2 Proactive Tools and Services....................................................................................................................................................................................................... 36

2.2 Product Innovation......................................................................................................................................................................................................................................... 38

2.2.1 Product Updates and Evolution.................................................................................................................................................................................................... 38

2.2.2 Business Innovation services........................................................................................................................................................................................................ 39

2.3 Connected Support Experience....................................................................................................................................................................................................................... 40

2.3.1 Personalized Services................................................................................................................................................................................................................... 40

2.3.2 Support Community Center........................................................................................................................................................................................................... 41

3 Amdocs Premium Support............................................................................................................................................................................................................................... 43

3.1 Business-oriented SLA................................................................................................................................................................................................................................... 43

3.1.1 Committed Predefined Resolution Time..................................................................................................................................................................................... 43

3.1.2 Custom Committed Resolution Time........................................................................................................................................................................................... 43

3.1.3 High Priority Case Handling.......................................................................................................................................................................................................... 44

3.2 Dedicated Support Account Manager............................................................................................................................................................................................................. 44

3.2.1 Personalized Support Experience............................................................................................................................................................................................... 44

3.2.2 360 º View of Customer Product Support.................................................................................................................................................................................... 44

3.2.3 Customer-Specific Reports and Communication....................................................................................................................................................................... 44

3.2.4 Future Planning of Deployment Activities.................................................................................................................................................................................... 44

4 Amdocs Active Support.................................................................................................................................................................................................................................... 45

4.1 Business Performance Optimization................................................................................................................................................................................................................. 45

4.1.1 System Health Check.................................................................................................................................................................................................................... 45

4.1.2 Performance Monitoring Tool....................................................................................................................................................................................................... 45

4.1.3 Business Processes and Operations Optimization................................................................................................................................................................... 45

4.1.4 Proactive Support Tools Implementation..................................................................................................................................................................................... 46

4.1.5 Third Party Platforms Certification............................................................................................................................................................................................... 46

4.1.6 Product Upgrade Assessment..................................................................................................................................................................................................... 47

4.2 Dedicated Product Support Expert................................................................................................................................................................................................................. 47

4.2.1 Onsite Product Support Expert..................................................................................................................................................................................................... 47

4.2.2 Expert Guidance for New Project and Product Upgrade........................................................................................................................................................... 47

4.2.3 Support Account Manager (SAM)................................................................................................................................................................................................ 48

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4.2.4 Customization Layer Support.......................................................................................................................................................................................................... 48

4.3 Learning Services.............................................................................................................................................................................................................................................. 48

5 Amdocs Product Release Support Policy......................................................................................................................................................................................................... 49

6 Terms of Service.................................................................................................................................................................................................................................................. 50

6.1 Offering Clarifications........................................................................................................................................................................................................................................ 50

7 Severity Level Definitions.......................................................................................................................................................................................................... .......................... 52

7.1 Severity 1 (Production Environment).................................................................................................................................................................................................................. 52

7.2 Severity 1 (Non-Production Environment).......................................................................................................................................................................................................... 52

7.3 Severity 2 (Production Environment).................................................................................................................................................................................................................. 52

7.4 Severity 2 (Non-Production Environment).......................................................................................................................................................................................................... 52

7.5 Severity 3 (Production Environment).................................................................................................................................................................................................................. 52

7.6 Severity 3 (Non-Production Environment).......................................................................................................................................................................................................... 53

7.7 Severity 4 (Production Environment).................................................................................................................................................................................................................. 53

7.8 Severity 4 (Non-Production environment).......................................................................................................................................................................................................... 53

SIGNATURE.................................................................................................................................................................................................................................................. 63

SIGNATURE.................................................................................................................................................................................................................................................. 63

Signature.................................................................................................................................................................................................................................................................. 63

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amdocs

1 Amdocs Product Support Packages At-a-Glance

Amdocs Product Support packages are flexible and can be adapted to meet your specific needs. Amdocs Preferred Support is the essential foundation support package, which can be further enhanced and tailored with the optional Amdocs Premium Support and Amdocs Active Support.

AMDOCS PREFERRED SUPPORT – Feature-rich support and maintenance package which includes an extensive range of essential support services to meet the requirements of business-critical applications.

AMDOCS PREMIUM SUPPORT – An optional, supplementary package to Amdocs Preferred Support for committed, customized service-level agreement (SLA) Resolution Time.

AMDOCS ACTIVE SUPPORT – An optional, supplementary package to Amdocs Preferred or Premium Support, which offers a range of powerful proactive tools and services, for enhancing the overall product support experience, for preventing faults and for optimizing performance.

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amdocs

2 Amdocs Preferred Support

Amdocs Preferred Support is designed specifically to meet the needs of business-critical applications. Amdocs preferred support boasts many rich features and proactive tools and services to ensure you receive:

· Consistent Business Performance

· Product Innovation capabilities

· A Connected Support Experience

2.1 Consistent Business Performance

2.1.1 Advanced Case Handling

Amdocs Product Support is designed to offer a hassle-free case handling experience. With support options ranging from online support services to one-on-one interactions, Amdocs provides support that is secure, responsive and reliable. When necessary, the Amdocs Product Support organization will cooperate closely with Amdocs Delivery support teams and with the System Integrator teams to ensure that information is being shared between the teams.

2.1.1.1 24 x 7 x 365 for Business Critical Cases

Business-critical situations (which are Severity Level 1 as defined in chapter ‎7, “Severity Level Definitions”) in production are handled 24x7, and the entire process is transparent so that you always know exactly how the end-to-end case flow is progressing. All other situations will be handled during business hours.

2.1.1.2 Centralized Front Desk

Amdocs Preferred Support entitles customers to around-the-clock access contact channel, regardless of time-zone and time of day, via a centralized Front Desk that provides worldwide coverage for Amdocs products. Our Front Desk accepts cases, performs an initial assessment, routes them to the appropriate product expert teams, and remains active throughout the entire process to validate that cases are being resolved as described herein.

2.1.1.3 Committed Response Time

Amdocs is committed to excellent service and rapid time to resolution. The Front Desk target times for accepting a case, initially assessing and routing it are:

Severity ¹	Front Desk Target
Severity 1	Up to 30 minutes
Severity 2	Up to 1 hour
Severity 3,4	Up to 3 hours

¹ See Chapter ‎7, “Severity Level Definitions”

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2.1.1.4 Industry Proven Case Flow Methodology

Amdocs Product Support operates based on a well-defined, transparent case flow methodology. From initiation through resolution, this methodology ensures that we take immediate ownership of your cases and efficiently advance them across different levels of support and domains. Case tracking is intuitive and easy; you can always know the exact status of your case. Our built-in priority management and escalation processes ensure that high-priority issues are handled appropriately.

2.1.1.5 Support by Product Developers

When a core problem is encountered, you can be confident that the Amdocs product developers who are handling your problem will leverage their deep knowledge of the core product and their expertise.

2.1.1.6 Support for Bundled Third Party Products

Amdocs products may be bundled or integrated with various third‑party products. When a problem is encountered with an Amdocs product, we will provide an initial analysis to determine the root cause of the problem. If a problem is related to a third-party product, Amdocs Product Support will, if possible and covered under Amdocs’ agreements with the third-party vendor, forward the problem to the relevant third-party vendor for further handling.

2.1.2 Proactive Tools and Services

Amdocs Product Support offers proactive tools and services which are integrated within the Preferred Support to continuously improve the underlying operation of your Amdocs products and to proactively prevent faults.

2.1.2.1 Amdocs Log Explore Fault Detection Tool

The Amdocs Log Explore provides embedded monitoring and improved problem diagnostics for your Amdocs products, based on log analysis technology. This tool correlates information from multiple sources, allowing you to better understand problems. It is integrated with the Amdocs product knowledge base and is therefore designated to find immediate solutions and enables packaging and sending of relevant data to the Amdocs Product Support experts.

The Amdocs Log Explore allows:

· To expedite problem resolutions by ensuring that the right information is available for investigation

· Reduced operational cost by providing tools that automate the support

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· To maximize application uptime as problems are engaged to be resolved immediately

· “Always On” assurance that your system is under surveillance

· To accelerated time-to-value by minimizing support interactions

The Amdocs Log Explore is licensed under an Amdocs Software License specific to it.

2.1.2.2 Amdocs Monitoring and Control Tool

The Amdocs Monitoring and Control Tool constantly monitors your Amdocs products related production systems on an ongoing basis, increases your operational efficiency and strives to ensure that problems are identified and handled before they become critical. The Amdocs Monitoring and Control Tool is available with most of Amdocs products ² , provides a central point for monitoring and controlling your Amdocs related production applications and processes ³ . It is secure and allows access to authorized users only and can be customized to fit specific implementations.

2.1.2.3 Advanced Case Prioritization

Amdocs strives to accurately and effectively prioritize problems and allocate expert resources according to your needs. This translates into an efficient determination of case severity and customer-specific issues, such as business-critical periods and peak times.

Severity level is determined by the Amdocs Product Support System (APSS) based on criteria defined by the customer’s support contact. Severity levels may be changed by Amdocs in cases where criteria are not accurately represented.

Customers may submit a request for a higher priority to expedite the case handling during specific business-critical periods, such as system upgrades, implementations of new interface software and peak service times. Each request is considered relative to the current priority mix of Amdocs Product Support customers.

Customers may also initiate an escalation of a case if they experience or foresee difficulties, delays or other problems with the resolution of their case. This process ensures that the relevant managers and resource owners within Amdocs are aware of your potential problems and may obtain additional resources to assist in the problem resolution.

2.1.2.4 Patch Advice Service

The Patch Advice Service provides you with early access to the planned content of the next patch bundle that will be released by Amdocs. This service enables you to receive information regarding important issues that may be affecting your Amdocs system. It also helps you to better

² Not including OSS

³ Requires separate order and charge for implementation effort

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assess the overall maintenance level required for your Amdocs product and to make timely and calculated decisions for the required upgrades to your Amdocs system.

2.1.2.5 Plan Ahead Service

The Plan Ahead Service provides Amdocs customers with a view of all Amdocs product lines releases, which are about to enter the Continued support stage (which is a limited support program, available for 3 years following the end of the Full Support, for an additional fee) or the Basic support stage (which is a limited support program which sustains support for an agreed upon period of time), of the release support policy in the next 24 or 36 months correspondingly .

This allows customers who are still using such releases, to plan their activities to upgrade old releases to advanced supported releases, ahead of time. This way, the customers can always benefit from the full support within the Amdocs Product Support offers.

2.2 Product Innovation

2.2.1 Product Updates and Evolution

Amdocs’ commitment to product innovation is backed by Amdocs’ unmatched industry experience and built-in measures to proactively adjust, update and monitor the core Amdocs applications and keep your systems running reliably and at peak performance.

2.2.1.1 Proactive Maintenance Releases

Amdocs Product Support proactively works to ensure continuous improvement of the underlying operation of your Amdocs products and prevents possible faults. Our products include all, or some, of the following types of maintenance releases:

· Hot Fixes – For exceptional cases. Aimed to immediately resolve critical problems for specific customers.

· Patch Bundles – Proactive, periodic releases that aggregate all fixes driven by worldwide installations.

· Service Packs – Released regularly. Composed of a group of Patch Bundles and possibly third-party software upgrades and product enhancements.

· Customer-initiated Enhancement Requests – Requests for additional features or functionality that are aligned with the Amdocs product roadmap, and are qualified to be included in a future release.

2.2.1.2 Entitlement to New Product Releases

Amdocs Preferred Support entitles customers to use the new innovative, visionary product releases of their purchased Amdocs products. These releases leverage new technologies, such as SOA and cross-product

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business processes, and may add new functionalities and new efficiencies. Each new product release establishes a baseline for future maintenance releases, and normally includes a utility to upgrade from the previous release. Professional Services (that can be ordered separately) may be required to perform an end-to-end product upgrade.

2.2.1.3 Online Download Center

The Amdocs Product Support Download Center offers a convenient, secure and easy way to obtain maintenance releases when they are available along with their related documentation. This centralized portal for searching and downloading Amdocs software and documentation is designed specifically to help customers keep their Amdocs software up to date and to simplify their update process.

2.2.2 Business Innovation services

Amdocs Preferred Support provides you with the opportunity to benefit from Amdocs’ deep expertise and understanding of the market. Amdocs innovative support platform enables collaborative support and business innovation workshops conducted by highly professional business experts.

2.2.2.1 Web 2.0 Collaboration Services

Amdocs Preferred Support provides you with a proactive, collaborative support experience. Web 2.0 collaboration services are provided through the Amdocs support community ⁴ and enable you to collaborate with peers and experts, share ideas, resolve problems and more.

2.2.2.2 Business Innovation Workshops

From time to time, Amdocs offers onsite business innovation workshops to share expertise and knowledge of market trends and products with Amdocs customers.

· Product Evolution Workshop – This workshop presents the Amdocs product and portfolio roadmaps, and how they are relevant to the customer’s vision and business strategy.

· Innovative Use Workshop – This onsite interactive workshop demonstrates how the Amdocs products enable customer marketing strategies, promote innovation and enable customers to further differentiate themselves from competitors and achieve their business goals.

· Business Process Education Workshop – These workshops introduce a holistic approach for process-driven transformation and implementation, focusing on business process management (BPM) concepts, best practices and out‑of‑the-box processes.

· Vision and Transformation: Thought Leadership Workshop ‑ This onsite workshop presents the Amdocs vision of the service provider industry and its evolution. This workshop covers both

⁴ Launching: Fall 2010

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practical and logical architecture that outlines the operational ideal that must be embraced to successfully evolve from voice, video and data utilities to connected-life providers in the connected world.

2.3 Connected Support Experience

2.3.1 Personalized Services

Amdocs Preferred Support is designed to enable you to do more in the Connected World. It provides you with several personalized services to shorten your processes and to have the exact information you need available for you to resolve your problems rapidly.

2.3.1.1 Support via Web, Phone and Email

Amdocs Preferred Support offers various communication channels for you to contact us anytime and anyway you choose, including the web, the phone and the email. The Amdocs communication channels and web-based portal are designed to make the case handling experience as clear, as efficient and as user-friendly as possible, from initialization through resolution.

2.3.1.2 Periodic Communications

Amdocs Preferred Support provides Amdocs customers with ongoing updates about maintenance and new releases, changes, and capabilities. These updates may include the Amdocs Annual Support Newsletter, emails and updated news on the Amdocs Product Support Portal, which provides an overall view of the Amdocs Product Support activities and plans for the upcoming year.

2.3.1.3 Self-configured Online Reports

Self-configured online reports for all open and recently-closed cases are based on different variables and levels of detail.

2.3.1.4 Technical Queries

Our customers and system integrators may occasionally make technical queries, directly to Amdocs experts, on issues related to better maintaining their product. This is a complementary service to Amdocs Consultancy, Training and Professional Services, which is available for queries on troubleshooting unexpected behavior for documented features, for further elaboration on documented features, and for “where can I find?” questions only.

2.3.1.5 Onsite Visits

As part of Amdocs Product Support ongoing effort to proactively enhance the customers’ experience and be attentive to customers’ needs, Amdocs goes out on periodic road shows’ with a team of APS Support experts and business representatives to visit customers, review their customer support status and challenges, present the specific maintenance value for Amdocs customers and the additional

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maintenance services options suited to their specific needs. Amdocs also presents the future product release benefits and gathers customers’ input, feedback and ideas for immediate and future improvements.

2.3.2 Support Community Center

The Amdocs Support Community Center provides a proactive, collaborative support experience. It allows you to converse with your market (Amdocs employees, other customers, System Integrators or a mix of those), access the latest product and support information, access the Amdocs knowledge base, enjoy collaborative services and more.

2.3.2.1 Amdocs Self Service Support Portal

The Amdocs Self Service Support Portal is a web-based support system designed to give you a single point of entry to Amdocs Product Support issues. Combined with the Support Community, the Self-Service Portal is secured, easy to work with, makes the required information available for you and serves as an open, bi‑directional communication channel with our product experts.

The portal is powered by Amdocs own customer management products. It features a flexible case management mechanism to speed up response time and problem resolution, along with powerful workflow functionality with guaranteed closed loop accountability.

2.3.2.2 Online Case Logging and Tracking

The Amdocs Self Service Support Portal is your platform for logging and tracking cases.

2.3.2.3 Support Community Forums

The support community forums provide Amdocs customers with the ability to discuss issues and ideas with other peers or with Amdocs experts and find effectively solutions to their problems.

2.3.2.4 Online Knowledge Base

The Amdocs Product Support Online Knowledge Base is the best place to start – whether you are troubleshooting a problem, have a technical question or want to prevent a problem from occurring. Using an already published solution can save you time and money.

The Amdocs Product Support Knowledge Base is made up of solutions gathered from information shared about known problems and resolutions, references to the appropriate maintenance release, “how to” information and more. Customers can search and view the Online Knowledge Base via the Amdocs Product Support Portal. In fact, this is the same Knowledge Base that our product support experts use to analyze new cases opened by customers, System Integrators and the Amdocs Delivery organization.

2.3.2.5 Intelligent Search Engine

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The Intelligent Search Engine allows you to easily access the Amdocs Product Support’s solution Knowledge Base, hot items, tech-tips, product enhancements, problems fixes, release notes and product documentation. The Intelligent Search Engine is quick and easy to use. The most relevant information pops up, so unnecessary drilldowns are eliminated and improved filtering helps you quickly navigate through the massive amount of data. The Intelligent Search Engine will enable you to inquire about important issues that may be affecting your system. It will help you to better assess the overall maintenance level of your system and provide you with thousands of readymade knowledgebase articles which will help you prevent problems, minimize downtime and boost the performance of your system.

2.3.2.6 “Meet the Expert” Service

Meet the expert service is a periodic session led by Amdocs Product Support experts who share their best knowledge regarding a specific product release. By attending this session, Amdocs customers can benefit from the following:

· Attain exposure to ‘must-know’ product related information

· Get up-to-date with the latest known product issues and available fixes

· Raise questions and propose solutions to known problems

2.3.2.7 Online Documentation

Amdocs provides a full range of product documentation for different users to allow your staff to familiarize themselves with products, both for routine use and for troubleshooting. This downloadable documentation is available online through the Amdocs Product Support Portal and may include user guides, implementation kits, programmer kits, operator kits, installation kits, release notes and more.

2.3.2.8 Online Product Training

Customers who purchased the Amdocs Preferred Support can access the Online Product Training through the Amdocs Product Support Portal. The training sessions include product overviews, “tips and tricks” and best practices. These online training sessions are a combination of live and recorded sessions that can be used to maximize your investment in Amdocs products and for training your new staff.

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amdocs

3 Amdocs Premium Support

Amdocs Premium Support is a package designed to further secure your customer experience through a committed service-level agreement (SLA) that guarantees a timeframe for problem resolution and dedicated support management.

Amdocs Premium Support is an optional, supplementary package to Amdocs Preferred Support.

3.1 Business-oriented SLA

Combining your understanding of your specific business needs with Amdocs’ in-depth understanding of the business environment, industry and our products, we work together with our Amdocs Premium Support customers to define a Service-Level Agreement (SLA) which is truly business oriented and economically viable.

3.1.1 `Committed Predefined Resolution Time

Our industry-acknowledged commitment enables you to confidently deliver the level of service you want to your customers. Our SLA represents a firm commitment to restoration time – above and beyond the standard commitment. Our product experts may be assigned to work onsite, as well as remotely, to resolve problems within the committed timeframe.

The Premium Support SLA is displayed in the table below:

Type	Severity 1*	Severity 2*	Severity 3*	Severity 4*
Response Time**	30 elapsed minutes	1 elapsed hour	3 elapsed hours	3 elapsed hours
Working Time***	24x7x365	Business Hours	Business Hours	Business Hours
Resolution Times****	24 elapsed hours	6 business days	Next Maintenance Release	Next Major Release

* as defined in chapter 7, “Severity Level Definitions”

** The term “Response Time” means the time elapsed from the moment a case is opened with APS, and until the time the case is acknowledged by the APS front desk.

*** The term “Working Time” means the working hours during which APS handles the Customer’s case

**** The term “Resolution Time” means the time elapsed from the moment a case is opened with APS, and until resolution is provided to the Customer. For the purposes of this document, a resolution is considered to have been provided to the Customer upon the date on which Amdocs made such resolution available to the Customer (whether the Customer actually installed or otherwise used the resolution or not)

3.1.2 Custom Committed Resolution Time

Amdocs also offers customers an option for a custom committed resolution time which is specifically suitable for the customer’s maintenance and support needs. This offer is part of the Premium Support package; however, it is to be discussed

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between Amdocs and the customer, agreed and purchased on a case-by-case basis.

3.1.3 High Priority Case Handling

Amdocs strives to accurately and effectively prioritize problems and allocate expert resources according to your needs. Premium customer cases are highly prioritized and Amdocs constantly ensures that the relevant managers and resource owners within Amdocs are aware and are doing their best to rapidly resolve these problems.

3.2 Dedicated Support Account Manager

A dedicated Support Account Manager (SAM) is an essential element of Amdocs Premium Support. A dedicated SAM, who has in-depth understanding of your business and integration environment, is your personalized guide and acts as a full customer advocate within the Amdocs Product Support organization. The SAM is your best single point of contact within the Amdocs Product Support organization. The SAM holds regular ongoing sessions with Amdocs Delivery teams and System Integrators to review case statuses and verify priorities.

3.2.1 Personalized Support Experience

The Support Account Manager (SAM) is focused on your account. The SAM has in-depth understandings of your specific business challenges and drives a preventive and proactive support service that best fits your business timelines, by ensuring that your issues are being expedited and receive the required attention from Amdocs Product Support.

3.2.2 360º View of Customer Product Support

The Support Account Manager (SAM) has a 360-degree view of your product issues and the support activities that encompass the account’s project lifecycle. Ongoing monitoring and tracking of all the customer’s cases are performed by the SAM and an up-to-date progress report is issued periodically for joint reviews.

3.2.3 Customer-Specific Reports and Communication

The Support Account Manager (SAM) is responsible for providing the customer with generic and customer-specific reports. The SAM is also responsible for opening the communication channels for product information for sharing, facilitating on-going meetings and leading periodic product support status reviews.

3.2.4 Future Planning of Deployment Activities

Based on its in-depth knowledge of Amdocs products and understanding your business and goals, the SAM will work with you to plan an upgrade strategy for your production environment which balances the benefits of continuous system enhancements and system stability, while also considering your budget and timeline.

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amdocs

4 Amdocs Active Support

Amdocs Active Support offers a range of powerful proactive tools and services that help minimize your business risks and assure superior centralized support across your Amdocs solution. Amdocs Active Support enables you to benefit from the experience Amdocs has in supporting, implementing and operating some of the industry’s largest projects.

Amdocs Active Support is an optional, supplementary package to Amdocs Preferred or Premium Support.

With Amdocs Active Support, you can pick and choose from a range of available services to build a proactive program that is uniquely suited to your business requirements.

4.1 Business Performance Optimization

4.1.1 System Health Check

System Health Check is an onsite, preventive service designed to assess the current system status and life expectancy, identify possible performance and availability problems, and optimize continuous operation of Amdocs products. Amdocs performance analysts use designated tools and accumulated knowledge to analyze performance-related aspects of Amdocs’ installations, and identify major bottlenecks across the environment, database, operating system, middleware and major applications.

The System Health Check report outlines key findings, highlights risks that require immediate attention, and recommends adjustments and performance improvement actions that should be taken.

4.1.2 Performance Monitoring Tool

With the Amdocs Performance Dashboard, customers can monitor their production environment on an ongoing basis to maintain optimized performance of Amdocs products ⁵ . It provides always-on, real-time monitoring of Amdocs system transactions and can drill-down to identify the root cause of problems when needed.

The Amdocs Performance Dashboard provides deep visibility via multi‑level views (portfolio, product, process) at low overhead, with no adverse affect on system performance.

The Amdocs Performance Dashboard is focused on monitoring the key components that predominantly affect the performance of Amdocs systems and reports real-time system health and performance status. It can be customized to fit specific customer implementations as required.

4.1.3 Business Processes and Operations Optimization

⁵ Not available for all products

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Amdocs Active Support includes a set of consulting services that help our customers derive maximum benefit from their existing Amdocs investments. These incorporate Amdocs best practices, business processes, benchmarks and software tools to increase efficiency. These consulting services include:

· Amdocs Billing Operations Improvement Service: This service audits, analyzes and collects information at key control points in the billing system’s environment. It evaluates performance metrics for operational efficiencies and customer satisfaction, compared to industry best practices. Amdocs baselines these key control points, performs a gap analysis with industry best practices, and provides value-added recommendations from our Solution Toolbox to maximize operating efficiency and significantly stabilize the operating environment from mediation to bill production.

· Amdocs Contact Center Optimization Service: This service is designed to help our customers drive greater value from their contact centers and optimize their business performance. It utilizes an optimization assessment methodology to confirm a single view of management expectations and business objectives, assesses current contact center technologies, business processes and organization structures and identifies and quantifies improvement initiatives.

· Amdocs Order-To-Activation Optimization Service: This service delivers business process improvement recommendations, KPIs and performance metrics, system rollouts, and data quality improvement to reduce order-to-cash cycle time, as well as the cost of acquiring and retaining customers.

4.1.4 Proactive Support Tools Implementation

The Amdocs Preferred Support package includes the right to use the Amdocs Log Explore fault-detection tool, which allows embedded monitoring and improved problem diagnostics for Amdocs products based on log-analysis technology. With the Active Support supplementary services, which are optional, service providers can take the capabilities from the Amdocs Log Explore tool to the next level while leveraging the Amdocs support expert’s services such as:

· Installation and configuration

· Training for users and administrators

· Implementing customer specific rules for the Local Extension Layer

· Covering additional products

· Implementing Log Explore scripts service

· Assistance with implementation enhancement

· Testing services

4.1.5 Third Party Platforms Certification

Amdocs products are bundled or integrated with various third-party products. When a third party vendor introduces a new version of its product, hardware platform, framework, database and/or operating system, you may be required to

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upgrade your third party platform to a later published version. Amdocs offers a third party platform certification service for your existing Amdocs installed product. This service is considered and offered by Amdocs on a case-by-case basis.

4.1.6 Product Upgrade Assessment

Are you getting the most out of your Amdocs system?

Timely upgrades are critical to reducing your long term TCO, allowing the investment in the Amdocs software to pay off via evolving business capabilities and technology advancements in the product. This service takes your current Amdocs solution and future enhancements plans as input, and recommends a path to achieving those goals. The suggested “path” typically includes system upgrades and interfaces, process automation and adoption of new product applications. The Amdocs product upgrade assessment is made to assess your current system (including level of customization, version, database platform, interfaces and so on) and determine the level of effort to upgrade (time, cost and risks). It helps you establish the business case for an upgrade before a decision is made.

4.2 Dedicated Product Support Expert

4.2.1 Onsite Product Support Expert

Amdocs Active Support offers our customers the option of having an Amdocs Product Support expert onsite prior to or during business-critical periods, to provide personal, hands-on assistance and first-hand access to experience and best practices for worry-free, proactive support.

This proactive service is particularly valuable during critical transition periods, go-live deployments, upgrades and peak time periods. The onsite expert can significantly expedite case handling, prevent escalations, and provide the following services:

· Technical assistance in advance of critical periods, to analyze and review status, identify risks and prepare a plan of action to minimize them, and help coordinate efforts with Amdocs Product Support.

· Dedicated support during critical periods to guide and support throughout the entire process, provide rapid response, handle cases before they turn into critical situations and enhance the communication with Amdocs Product Support.

· Leverage technical knowledge in Amdocs products and support to guide you in improving your system performance and work more efficiently with our support.

4.2.2 Expert Guidance for New Project and Product Upgrade

This service enables you to take an Amdocs world-class product, guide it to a successfully completed project and have your users effectively adopt it through utilizing the most updated product knowledge along with accumulative best practices.

Amdocs experts will guide and assist you through the entire process, from initiating the project, defining the scope and designing the application, through to implementing and testing the product until you successfully have it in production.

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4.2.3 Support Account Manager (SAM)

Amdocs Product Support – Support Account Manager (SAM) can work as your advocate, maximize communication, optimize the technical escalation process when required and constantly ensure the quality of your support services. The SAM will keep you informed about the latest updates and maintenance releases.

The SAM offers a unique combination of industry expertise and Amdocs product expertise so that customers can benefit from a holistic view of all support issues. As mentioned in previous chapters above, the SAM is your best single point of contact and advocate within the Amdocs Product Support organization. The SAM holds regular ongoing sessions with the Amdocs Delivery teams and System Integrators to review case statuses and verify priorities.

4.2.4 Customization Layer Support

For an overall solution support from a single vendor, when you deploy your Amdocs solution, you want to be sure that your core product and local extension layer (customization) will run smoothly for years to come and will not be affected by changes in your system’s environment. With the Amdocs local extension layer (LEL) support service; you will receive superior support for your end-to-end solution from one vendor, assuring the continuous operation of your Amdocs solution.

Amdocs LEL support was designed to specifically meet the needs of your business-critical applications. Amdocs LEL support boasts many features to ensure that you receive the right support at the right time. This support includes LEL problem analysis, correction and adaptation to new core releases, technical queries, periodic reports, an optional resolution SLA and a 360° front desk.

4.3 Learning Services

Amdocs Active Support offers a variety of Learning Services that empower your workforce, improve performance and proficiency, and maximize your Amdocs investment.

This service entitles you to a predefined number of courses selected from the courses in the Amdocs Training Catalog. These courses can be conducted at your premises or at Amdocs worldwide learning centers.

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amdocs

5 Amdocs Product Release Support Policy

Amdocs Product Support believes your investment in an Amdocs product is an investment in your business’ future. You are entitled to new releases of your purchased products and we strongly recommend upgrading to a supported release within the supported window. However, if the needs of your business make it advantageous to remain with an existing release, our long term product release support policy ensures that you take full advantage of the award-winning functionality of your installed Amdocs release.

The Amdocs product Release Support Policy defines three stages in the product support lifecycle ⁶ :

Full Support is available for 5 years from General Availability date of the release of the applicable product. This includes the full range of Amdocs Product Support services, as determined by the Support package you select.

Continued Support is available for 3 years subsequent to the end of Full Support, for an additional fee. This limited support program includes the following services:

· Around-the-clock access to Amdocs Product Support front desk via web, e-mail or phone

· Front-desk target time – same as in Full support

· Access to Amdocs Product Support portal

· Access to online knowledge base and other online resources

· Code fix for Severity 1 cases in production (to be provided 24*7 if during Full support period, customer used the Preferred Support offering)

· Product Analyst (L2) technical support for cases at all severity levels

· Entitlement to new releases, if available

Basic Support sustains support for an agreed upon time for your installed version. Basic Support includes:

· Around-the-clock access to Amdocs Product Support via web, e-mail or phone

· Front-desk target time – same as in Full support

· Access to Amdocs Product Support portal

· Access to online knowledge base and other online resources

· Product Analyst (L2) technical support for Severity 1 cases in production, and for cases related specifically to the upgrade process to a newer supported release

· Entitlement to new releases, if available

⁶ The release support policy applies to Amdocs 6 or later releases. Continued or Basic Support does not apply to OSS.

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amdocs

6 Terms of Service

This chapter clarifies and highlights issues regarding Amdocs Product Support offerings and describes certain customer responsibilities which are needed to enable Amdocs Product Support to deliver its services efficiently. Note: The terms used here shall, unless otherwise defined, have the meaning ascribed to them in the Amdocs Software License & Maintenance Agreement between Amdocs and the customer.

· The customer shall use the English language to report all cases and for all communications with Amdocs Product Support.

· When customers cannot use the Amdocs Product Support Portal due to technical reasons, they may communicate with Amdocs Product Support via e-mail.

· Prior to opening a case, the problem should be analyzed and identified as a defect in the Software (as defined below).

· When a case is opened, an accurate description of the problem should be provided along with reproduction steps and all corresponding logs, data, screen shots and error messages.

· Production cases of Severity 1 or similar emergencies that require immediate attention require a telephone notification by the customer to Amdocs Product Support in addition to creating a case via the Amdocs Product Support Portal.

· For all Severity 1 and 2 cases, the customer must keep suitable personnel continuously available to respond to Amdocs Product Support queries and requests.

· Handling times exclude any periods of time when Product Support is waiting for a response from the customer (such as information required to debug a problem), or when web connectivity fails or slows significantly due to reasons that are not under Amdocs sole responsibility and control.

· Customers must be using supported software releases including the periodic software updates as instructed by Amdocs to receive support. If a third party vendor retires support for its product, you may be required to upgrade to a current certified application, hardware platform, framework, database and/or operating system configuration to continue receiving support services.

6.1 Offering Clarifications

· The Amdocs Product Support as described in this document for all types of packages is provided for Amdocs’ proprietary generic (core) software product licensed to the customers under the Software License and Maintenance Agreement between Amdocs and the customer (which does not include customizations of any kind) (the “Software”) and all references in this document to product or software shall be deemed to refer to the Software. Support or other services for any non-core software, including (without limitation) for third-party software products and for the LEL (Local Extension Layer, which may include customizations, localizations and/or implementations) is typically provided by a suitably trained Customer IT team, by an Amdocs delivery team, by a System Integrator team, or by a combination of these teams.

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· All references in this document to errors, defects, problems, cases, bugs or other types of problems mean errors that cause the Software not to function in material conformity with the Software Documentation. Amdocs Product Support will correct a specific defect only if that defect can be reliably reproduced by the customer in the generic product environment. Correction may be in the form of a workaround, temporary fix, etc.

· Entitlement to new version releases may not include new applications or add-on applications that Amdocs may bring to the market. These may need to be purchased separately.

· 24x7 case handling is provided for Business-critical situations (i.e., Severity Level 1 situations) in production.

· Onsite services included in the Amdocs Preferred Support package do not include travel and travel related expenses costs.

· Business innovation workshops will be offered to customers at Amdocs discretion and are subject to the availability of Amdocs experts.

· Additional Named Users, in addition to the six Named Users offered with the Amdocs Preferred Support package, are available at additional fee.

· The following types of services are not included in any of the Amdocs Product Support packages:

· Configuration or installation services in order to implement any upgrade, fix, patch, Service Pack or any other deliverable and any clean up activity resulting from such installation.

· Data management, data retrieval, data file copying or distribution, administration and other routine operational responsibilities.

· Software rebuilds, disc rebuilds or data restoration.

· Any modification to the Amdocs products or Amdocs Product Support Service required as a result of legislative changes.

· The Amdocs software product portfolio includes and integrates with some products that are based on third party, ISV technologies. Under this offering we do not provide support for questions or problems arising from the use of the third-party product.

· Existing customers of older Amdocs support packages:

· Previous “Standard” package: customers on the previous “Standard” package will receive all “Preferred Support” services, except for 24x7 business-critical case handling, SAM services and new services applicable only to new releases.

· Previous “Enhanced” package: customers of the previous “Enhanced” package will receive all “Preferred Support” services, except for new services applicable only to new releases.

· For a specific product, or when working with a partner, additional Terms of Service and guidelines may be specified in a supplementary Amdocs document.

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amdocs

7 Severity Level Definitions

7.1 Severity 1 (Production Environment)

The system is either completely unavailable or a recurring problem renders the system inoperable; the problem or defect causes data corruption in a way that cannot be recovered and the problem or defect has one or more of the following characteristics:

· Main online system hangs indefinitely or there is severe performance degradation, causing unreasonable wait times for resources or response times.

· Main online system crashes repeatedly - critical functionality is not available or the application cannot continue because a vital feature is not functioning.

· Critical business data is lost in an unrecoverable manner.

7.2 Severity 1 (Non-Production Environment)

The defect causes a major fault in the application, a large piece of functionality or major system component is completely broken, and there is NO workaround, and significant testing cannot continue.

· OSS Products: N/A ⁷

· Other Products: relevant to UAT environment only

7.3 Severity 2 (Production Environment)

System functionality is limited resulting in critical business processes that are impacted or there is the potential for the problem or defect to cause data corruption and the problem or defect has one or more of the following characteristics:

· A key application process crashes, but processes successfully on restart.

· Data cannot be edited or saved, but it does not prevent production of critical output.

· Main online system crashes repeatedly; critical functionality is available but re-keying data or restarting the system is required.

7.4 Severity 2 (Non-Production Environment)

This is a major defect where a large piece of functionality or major system component is not working properly. However, there is a workaround and significant testing can continue.

· OSS Products: N/A ⁸

7.5 Severity 3 (Production Environment)

⁷ Customer cannot open a Severity 1 level case for OSS products on Customer’s Non-Production Environment.

⁸ Customer cannot open a Severity 2 level case for OSS products on Customer’s Non-Production Environment.

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The system is impaired, but key business processes are not interrupted. The problem or defect has one or more of the following characteristics:

· Online system crashes infrequently, but critical functionality is still available.

· Reporting or querying capability is impaired.

· Non-critical application process crashes infrequently.

· The performance of the system is not as documented; however, the output is intact.

· A workaround exists; however there is operational or business impact.

7.6 Severity 3 (Non-Production Environment)

This is a minor defect that imposes some loss of functionality which is not in the main stream of system functionality, or one for which there is an acceptable and easily producible workaround. Testing can proceed without interruption.

7.7 Severity 4 (Production Environment)

The system is impaired, but a workaround exists; there is little or no operational or business impact, or a minor issue with no discernable impact on the customer’s operation, routine administrative requests, or queries that do not necessitate an immediate response.

7.8 Severity 4 (Non-Production environment)

This is a cosmetic defect – usually issues that have no impact on the environment functionality, such as a slight GUI mistake and the appearance of fields in the screen that are inconvenient.

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Document Release Information

Release	Editor	Edited Date	Comments	Sent to site	Approved by	Doc Version

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Exhibit C1

NONDISCLOSURE AND CONFIDENTIALITY AGREEMENT BETWEEN AMDOCS AND USCC’S CONSULTANTS

THIS NONDISCLOSURE AND CONFIDENTIALITY AGREEMENT (“Agreement”) is made as of the ______ day of _____________, 201_

BY AND BETWEEN:

AND

WHEREAS Customer has asked Amdocs to allow the Receiving Party access to the Amdocs Proprietary Information for the purpose of being provided with the Consulting Services; and

WHEREAS Amdocs and the Receiving Party wish to evidence by this Agreement the manner in which the Amdocs Proprietary Information will be treated;

NOW, THEREFORE, the parties agree as follows:

2. Furthermore, the Receiving Party hereby undertakes:

a) not to use the Amdocs Proprietary Information for any purposes other than the Consulting Services;

b) not to make the Amdocs Proprietary Information available to, not permit its use by any third party, directly or indirectly, with the exception of Customer or its agents as aforesaid;

c) not to sell, grant or in any other way enable any third party to use the Amdocs Proprietary Information;

d) without derogating from the foregoing, during the term of this Agreement, not to use the Amdocs Proprietary Information:

(i) in developing such software system(s) for itself or any third party; and/or

(ii) in operating a service bureau for others.

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a) the Receiving Party acknowledges that the Restricted Information shall reside exclusively on Customer’s network;

b) the Receiving Party shall be limited to accessing such the Restricted Information either via direct access to Customer’s network or via VPN-like technology; and

c) the Receiving Party shall not replicate the Restricted Information locally or otherwise remove the Restricted Information from Customer’s network.

a) return to Customer any document or other material in tangible form in its possession being part of the Amdocs Proprietary Information; and/or

b) destroy any document or other material in tangible form that contains the Amdocs Proprietary Information together with proprietary information of Customer; and

c) confirm such return and/or destruction in writing to Amdocs.

7. Any use by the Receiving Party of the Amdocs Proprietary Information permitted under this Agreement is conditioned upon the Receiving Party first taking the safeguards and measures required to secure the confidentiality of such information . Without limiting the generality of the foregoing, the Receiving Party shall: (a) draw to the attention of its employees, who shall have access to the Amdocs Proprietary Information, all the obligations contained in this Agreement, and (b) ensure that each such employee complies with the terms of this Agreement.

8. The confidentiality obligations of the Receiving Party regarding the Amdocs Proprietary Information shall not apply to such information that:

a) becomes public domain without fault on the part of the Receiving Party;

b) is lawfully obtained by the Receiving Party from any source other than Amdocs free of any obligation to keep it confidential;

c) is previously known to the Receiving Party without an obligation to keep it confidential, as can be substantiated by written records;

d) is expressly released in writing from such obligations by Amdocs; or

e) is required to be disclosed pursuant to law, regulation, judicial or administrative order or request by a governmental or other entity authorized by law to make such request; provided, however, that the Receiving Party first notifies Amdocs to enable it to seek relief from such requirement, and renders reasonable assistance requested by Amdocs (at Amdocs’ expense) in connection therewith.

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13. This Agreement shall be governed by and construed under the laws of the State of New York, U.S.A., without giving effect to such laws’ provisions regarding conflicts of law.

IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the date first stated above.

____________________ Amdocs Software Systems Limited

(“Receiving Party”) (“Amdocs”)

By _____________________________ By: ___________________________

Name: _____________________________ Name: ___________________________

Title: _____________________________ Title: ___________________________

Date: _____________________________ Date: ___________________________

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Exhibit C2

MUTUAL NONDISCLOSURE AND CONFIDENTIALITY AGREEMENT BETWEEN AMDOCS AND USCC’S CONSULTANTS

THIS NONDISCLOSURE AND CONFIDENTIALITY AGREEMENT (“Agreement”) is made as of the ______ day of _____________, 201_

BY AND BETWEEN:

AND

________________________________, a ______________________ [***] organized and existing under the laws of ____________________, having its principal offices at ____________________________(hereinafter referred to as the “Company”).

WHEREAS Amdocs (or any of its affiliated companies) is the owner and/or the author of and/or has the right to license certain valuable proprietary routines, computer programs, documentation, trade secrets, systems, methodology, know-how, marketing and other commercial knowledge, techniques, specifications, plans and other proprietary information, including but not limited to material associated with and forming part of the proprietary software products of Amdocs known as [***] (separately and collectively, the “Amdocs Products”), all of which, including any related ideas and look-and-feel , are referred to in this Agreement as the “Amdocs Proprietary Information”; and

NOW, THEREFORE, the parties agree as follows:

2. The receiving party agrees to hold strictly confidential the disclosing party’s Proprietary Information and shall not copy, distribute, disseminate or otherwise disclose the disclosing party’s Proprietary Information to anyone other than to employees and agents of Customer or the receiving party who have a need to know such information for purposes of the Project.

3. Furthermore, the receiving party hereby undertakes:

a) not to use the disclosing party’s Proprietary Information for any purposes other than the Project;

b) not to make the disclosing party’s Proprietary Information available to, not permit its use by any third party, directly or indirectly, with the exception of Customer or its agents as aforesaid;

c) not to sell, grant or in any other way enable any third party to use the disclosing party’s Proprietary Information;

d) without derogating from the foregoing, during the term of this Agreement, not to use the disclosing party’s Proprietary Information:

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(i) in developing such software system(s) for itself or any third party; and/or

(ii) in operating a service bureau for others.

a) the Company acknowledges that the Restricted Information shall reside exclusively on Customer’s network;

b) the Company shall be limited to accessing such the Restricted Information either via direct access to Customer’s network or via VPN-like technology; and

c) the Company shall not replicate the Restricted Information locally or otherwise remove the Restricted Information from Customer’s network.

(a) return to the disclosing party or to Customer any document or other material in tangible form in its possession being part of the Proprietary Information of the disclosing party; and/or

(b) destroy any document or other material in tangible form that contains Proprietary Information of the disclosing party and the receiving party; and

9. The confidentiality obligations of the receiving party regarding the disclosing party’s Proprietary Information shall not apply to such Proprietary Information that:

(a) becomes public domain without fault on the part of the receiving party;

(b) is lawfully obtained from a source other than the disclosing party, free of any obligation to keep it confidential;

(c) is previously known to the receiving party without an obligation to keep it confidential, as can be substantiated by written records;

(d) is expressly released in writing from such obligations by the party that owns or has the rights to such Proprietary Information; or

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from such requirement, and shall render reasonable assistance requested by the disclosing party (at the disclosing party’s expense) in connection therewith.

13. This Agreement shall be governed by and construed under the laws of the State of New York, U.S.A., without giving effect to such laws’ provisions regarding conflicts of law.

IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the date first stated above.

____________________ Amdocs Software Systems Limited

(“Company”) (“Amdocs”)

By _________________________ By: __________________________

Name: _________________________ Name: __________________________

Title: _________________________ Title: __________________________

Date: _________________________ Date: __________________________

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Exhibit D

AMDOCS COMPETITORS

For purposes of this Agreement, “Amdocs Competitors” are the following companies (including their operating affiliates):

a) [***]

b) [***]

c) [***]

d) [***]

e) [***]

f) [***]

On an annual basis, Amdocs may submit to USCC in writing updates to the foregoing lists which shall be deemed to be incorporated herein upon USCC’s written approval, which will not be unreasonably withheld.

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Exhibit E

SOURCE CODE ESCROW PROVISIONS

1. Source Code Deposit . Immediately following Amdocs’ receipt from Company of the signed Exhibit F (Beneficiary Enrollment Form) naming Company as a beneficiary of the escrow account, and receipt of the payments described below, Amdocs will deposit a copy of the source code of the Software with Iron Mountain Intellectual Property Management, Inc. (“Iron Mountain”), pursuant to the escrow agreement executed between Amdocs and Iron Mountain. Amdocs shall bear the deposit costs of Iron Mountain and Company shall bear the costs of membership (subscription and entry costs) and the ongoing annual fees (at the then-current rate) associated with being a beneficiary of such account.

2. Release Conditions . As used in this Agreement, “Release Condition” shall mean the following:

(a) Amdocs’ decision to permanently discontinue the provision of Maintenance to Company , provided that Company is entitled to receive such Maintenance;

(b) Amdocs (i) becomes or is declared insolvent or is the subject of any bona fide proceedings related to its liquidation, administration, provisional liquidation or insolvency, (ii) has a receiver or similar custodial officer appointed for it, (iii) passes a resolution for its voluntary liquidation, (iv) ceases doing business as a going concern, (v) makes an assignment for the benefit of any of its creditors, (vi) admits in writing its inability to pay its debts as and when they fall due, (vii) enters into an agreement or arrangement for the composition, extension, or readjustment of its obligations or any class of such obligations, (viii) has any proceedings instituted by or against it in bankruptcy or under the insolvency laws or for receivership or dissolution which are not frivolous or vexatious proceedings or not dismissed within 30 days after commencement of such proceedings, or (ix) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its assets are situated;

(d) Amdocs fails or is unable timely to perform or comply with any of its obligations (including its warranty or Maintenance obligations) with respect to the Software, and, as a result, Company terminates this Agreement for cause in accordance with the applicable provisions of this Agreement; or

(e) Amdocs loses control of Amdocs’ business or assets pertaining to the Software or such control passes by law or otherwise to any competitor of USCC.

3. Filing For Release . If Company believes in good faith that a Release Condition has occurred, Company may provide to Iron Mountain, with a copy to Amdocs, a written notice of the occurrence of the Release Condition and a request for the release of the source code of the effected software. In the event Amdocs disputes that a Release Condition has occurred, Amdocs will so notify Iron Mountain. Iron Mountain will continue to store the source code without release pending (a) joint instructions from Amdocs and Company; (b) dispute resolution pursuant to Sections 15.2 and 15.3 of the Agreement; or (c) order from a court of competent jurisdiction.

4. License Subject to Release Condition . Amdocs hereby grants to Company a limited, nonexclusive, nontransferable license to modify the Software in both object code and source code form, but solely to the extent required for the purposes of support, maintenance, configuration, and/or implementation of the Software, strictly within the scope of permitted use under this Agreement, provided that Company shall only be provided with access to the source code subject to the occurrence of a Release Condition and following release of the source code. The foregoing right includes the right to appoint a third-party service provider, other than an Amdocs Competitor, to assist Company in so doing provided that (a) Company gives written notice to Amdocs in advance about such service provider, (b) such service provider executes a written agreement with Company protecting Amdocs rights under this Agreement prior to being given any access to the Software and (c) Company shall remain fully liable for all acts and omissions of such service provider.

Page 62 of 64

Exhibit F

BENEFICIARY ENROLLMENT FORM

Depositor and Iron Mountain Intellectual Property Management, Inc. (“Iron Mountain”), hereby acknowledge that Beneficiary Company Name: ________________________________ is the Beneficiary referred to in the Escrow Agreement that supports Deposit Account Number: ____________________________________with Iron Mountain as the escrow agent. Beneficiary hereby agrees to be bound by all provisions of such Agreement.

Authorized Person(s)/Notices Table

Please provide the name(s) and contact information of the Authorized Person(s) under this Agreement. All Notices will be sent electronically or through regular mail to the appropriate address set forth below. Please complete all information as applicable. Incomplete information may result in a delay of processing.

Beneficiary Depositor

PRINT NAME:		PRINT NAME:
TITLE:		TITLE:
EMAIL ADDRESS		EMAIL ADDRESS
STREET ADDRESS		STREET ADDRESS
PROVINCE/CITY/STATE		PROVINCE/CITY/STATE
POSTAL/ZIP CODE		POSTAL/ZIP CODE
PHONE NUMBER		PHONE NUMBER
FAX NUMBER		FAX NUMBER

Paying party Company Name: __________________________________

Billing Contact Information Table

Please provide the name and contact information of the Billing Contact under this Agreement. All Invoices will be sent to this individual at the address set forth below.

Print Name:
Title:
Email Address
Street Address
Province/City/State
Postal/Zip Code
Phone Number
Fax Number
Purchase order #

DEPOSITOR BENEFICIARY

Signature:			Signature:
Print Name:			Print Name:
Title:			Title:
Date:			Date:
Email Address			Email Address:

IRON MOUNTAIN INTELLECTUAL PROPERTY MANAGEMENT, INC.

Signature: All notices to Iron Mountain Intellectual Property Management, Inc. should be sent to impclientservices@ironmountain.com OR Iron Mountain Intellectual Property Management, Inc., Attn: Client Services, 2100 Norcross Parkway, Suite 150, Norcross, Georgia, 30071, USA.

PRINT NAME:

TITLE:

DATE:

Page 63 of 64

Email Address:

ipmclientservices@ironmountain.com

Page 64 of 64

Exhibit 12

UNITED STATES CELLULAR CORPORATION

RATIO OF EARNINGS TO FIXED CHARGES

			Nine Months Ended September 30,
			Nine Months Ended September 30,
(Dollars in thousands)			2010			2009
EARNINGS:
Income before income taxes			$	229,232		$	334,768
	Add (deduct):
		Equity in earnings of unconsolidated entities		(74,418	)		(73,247	)
		Distributions from unconsolidated entities		59,149			51,306
		Amortization of capitalized interest		355			219
		Income attributable to noncontrolling interests in subsidiaries that do not have fixed charges		(17,540	)		(18,351	)
			$	196,778		$	294,695
	Add fixed charges:
		Consolidated interest expense (1)		48,918			59,065
		Interest portion (1/3) of consolidated rent expense		29,624			31,042
			$	275,320		$	384,802

FIXED CHARGES:
	Consolidated interest expense (1)		$	48,918		$	59,065
	Capitalized interest			1,688			1,100
	Interest portion (1/3) of consolidated rent expense			29,624			31,042
			$	80,230		$	91,207

RATIO OF EARNINGS TO FIXED CHARGES				3.43			4.22

(1) Interest expense on income tax contingencies is not included in fixed charges.

Exhibit 31.1

Certification of Chief Executive Officer

I, Mary N. Dillon, certify that:

1. I have reviewed this quarterly report on Form 10-Q of United States Cellular Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) e valuated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 4, 2010

/s/ Mary N. Dillon

Mary N. Dillon

President and Chief Executive Officer

Exhibit 31.2

Certification of Chief Financial Officer

I, Steven T. Campbell, certify that:

1. I have reviewed this quarterly report on Form 10-Q of United States Cellular Corporation;

a) a ll significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 4, 2010

/s/ Steven T. Campbell

Steven T. Campbell

Executive Vice President-Finance,

Chief Financial Officer and Treasurer

Exhibit 32.1

Certification Pursuant to Section 1350 of Chapter 63

of Title 18 of the United States Code

I, Mary N. Dillon, the chief executive officer of United States Cellular Corporation, certify that (i) the quarterly report on Form 10-Q for the third quarter of 2010 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of United States Cellular Corporation.

/s/ Mary N. Dillon

Mary N. Dillon

November 4, 2010

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to United States Cellular Corporation and will be retained by U.S. Cellular and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 32.2

Certification Pursuant to Section 1350 of Chapter 63

of Title 18 of the United States Code

I, Steven T. Campbell, the chief financial officer of United States Cellular Corporation, certify that (i) the quarterly report on Form 10-Q for the third quarter of 2010 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of United States Cellular Corporation.

/s/ Steven T. Campbell

Steven T. Campbell

November 4, 2010

Job Classification	Blended Hourly Rate*
Senior Consulting Services Personnel (described in Section 1 of Attachment 1 to this Exhibit I)	$[***]
PMO & Consulting Personnel (described in Section 2 of Attachment 1 to this Exhibit I)	$[***]
Communications System Software Personnel (described in Section 3 of Attachment 1 to this Exhibit I)	$[***]
Testing Personnel (described in Section 4 of Attachment 1 to this Exhibit I)	$[***]
Development Personnel in India **	$[***]

*Number of Subscribers (Devices)*	*Basic M2M SLF Pricing per Subscriber*	*Advanced M2M SLF Pricing per Subscriber*
0–[***]	$[***]	$[***]
[*]–[*]	$[***]	$[***]
[*]–[*]	$[***]	$[***]
[***]+	$[***]	$[***]

1	Amdocs Product Support Packages At-a-Glance.........................................................................................................................................................................................		34
2	Amdocs Preferred Support..............................................................................................................................................................................................................................		35
	2.1 Consistent Business Performance....................................................................................................................................................................................................................		35
		2.1.1 Advanced Case Handling.............................................................................................................................................................................................................	35
		2.1.2 Proactive Tools and Services.......................................................................................................................................................................................................	36
	2.2 Product Innovation.........................................................................................................................................................................................................................................		38
		2.2.1 Product Updates and Evolution....................................................................................................................................................................................................	38
		2.2.2 Business Innovation services........................................................................................................................................................................................................	39
	2.3 Connected Support Experience.......................................................................................................................................................................................................................		40
		2.3.1 Personalized Services...................................................................................................................................................................................................................	40
		2.3.2 Support Community Center...........................................................................................................................................................................................................	41
3	Amdocs Premium Support...............................................................................................................................................................................................................................		43
	3.1 Business-oriented SLA...................................................................................................................................................................................................................................		43
		3.1.1 Committed Predefined Resolution Time.....................................................................................................................................................................................	43
		3.1.2 Custom Committed Resolution Time...........................................................................................................................................................................................	43
		3.1.3 High Priority Case Handling..........................................................................................................................................................................................................	44
	3.2 Dedicated Support Account Manager.............................................................................................................................................................................................................		44
		3.2.1 Personalized Support Experience...............................................................................................................................................................................................	44
		3.2.2 360 º View of Customer Product Support....................................................................................................................................................................................	44
		3.2.3 Customer-Specific Reports and Communication.......................................................................................................................................................................	44
		3.2.4 Future Planning of Deployment Activities....................................................................................................................................................................................	44
4	Amdocs Active Support....................................................................................................................................................................................................................................		45
	4.1 Business Performance Optimization.................................................................................................................................................................................................................		45
		4.1.1 System Health Check....................................................................................................................................................................................................................	45
		4.1.2 Performance Monitoring Tool.......................................................................................................................................................................................................	45
		4.1.3 Business Processes and Operations Optimization...................................................................................................................................................................	45
		4.1.4 Proactive Support Tools Implementation.....................................................................................................................................................................................	46
		4.1.5 Third Party Platforms Certification...............................................................................................................................................................................................	46
		4.1.6 Product Upgrade Assessment.....................................................................................................................................................................................................	47
	4.2 Dedicated Product Support Expert.................................................................................................................................................................................................................		47
		4.2.1 Onsite Product Support Expert.....................................................................................................................................................................................................	47
		4.2.2 Expert Guidance for New Project and Product Upgrade...........................................................................................................................................................	47
		4.2.3 Support Account Manager (SAM)................................................................................................................................................................................................	48

		4.2.4 Customization Layer Support..........................................................................................................................................................................................................	48
	4.3 Learning Services..............................................................................................................................................................................................................................................		48
5	Amdocs Product Release Support Policy.........................................................................................................................................................................................................		49
6	Terms of Service..................................................................................................................................................................................................................................................		50
	6.1 Offering Clarifications........................................................................................................................................................................................................................................		50
7	Severity Level Definitions.......................................................................................................................................................................................................... ..........................		52
	7.1 Severity 1 (Production Environment)..................................................................................................................................................................................................................		52
	7.2 Severity 1 (Non-Production Environment)..........................................................................................................................................................................................................		52
	7.3 Severity 2 (Production Environment)..................................................................................................................................................................................................................		52
	7.4 Severity 2 (Non-Production Environment)..........................................................................................................................................................................................................		52
	7.5 Severity 3 (Production Environment)..................................................................................................................................................................................................................		52
	7.6 Severity 3 (Non-Production Environment)..........................................................................................................................................................................................................		53
	7.7 Severity 4 (Production Environment)..................................................................................................................................................................................................................		53
	7.8 Severity 4 (Non-Production environment)..........................................................................................................................................................................................................		53
		SIGNATURE..................................................................................................................................................................................................................................................	63
		SIGNATURE..................................................................................................................................................................................................................................................	63
	Signature..................................................................................................................................................................................................................................................................		63

Signature:		All notices to Iron Mountain Intellectual Property Management, Inc. should be sent to impclientservices@ironmountain.com OR Iron Mountain Intellectual Property Management, Inc., Attn: Client Services, 2100 Norcross Parkway, Suite 150, Norcross, Georgia, 30071, USA.
PRINT NAME:
TITLE:
DATE:

PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

SAFE HARBOR CAUTIONARY STATEMENT

1. DEFINITIONS . As used herein, the following terms shall have the following respective meanings:

1.6 “Services” means certain strategic project services, support services and other services which shall, from time to time, be rendered by Consultant for USCC pursuant to a Statement of Work.

1.7 “Statement of Work” or “SOW” means each project outline agreed to by Consultant and USCC in accordance with the terms and conditions of this Agreement, and substantially

in the form attached hereto as Exhibit A. Statements of Work shall be executed by the parties and shall form a part of this Agreement.

2. SERVICES .

2.1 Procedures for Engagement of Services .

(b) Upon execution of a Statement of Work: (i) the services described therein shall be deemed “Services” for the purposes of this Agreement, and (ii) Consultant’s provision thereof shall be subject to, and governed by, the terms and conditions of this Agreement.

2.2 Personnel .

personnel and agents will conduct themselves in a businesslike manner. Consultant shall have a reasonable period of time to become compliant with any requests, policies and procedures provided to Consultant.

2.6 Proprietary Rights .

(ii) USCC acknowledges that as part of Consultant’s provision of the Services hereunder, Consultant may utilize Consultant Tools. Consultant Tools shall remain solely and exclusively the property of Consultant.

(v) Consultant may use any USCC Materials only for purposes of performing the Services hereunder. Except as set forth in the foregoing sentence, all

right, title and interest in and to the USCC Materials are reserved by USCC. Except as expressly granted herein, nothing in this Agreement shall be construed as conferring any right, title, interest or license by implication, estoppel or otherwise with respect to the USCC Materials upon Consultant.

(i) Any intellectual property that is created by Consultant for, or in connection with, such software as part of the Services shall vest with (I) Consultant, or (II) Consultant and USCC, in accordance with the following, except as otherwise agreed and specified in the applicable SOW:

retains all right, title and interest in and to an equal, undivided, one-half (l/2), unrestricted interest in all intellectual property rights in Category [***] Deliverables, without an obligation to account to USCC for any exploitation of such jointly-owned Category [***] Deliverables.

(I) Each Category [***] Deliverable shall be further classified either as a Category [***] Deliverable or a Category [***] Deliverable as agreed upon by the parties and set forth in the SOW.

(II) In addition to any other restrictions and limitations applicable to Category [***] Deliverables in general or applicable to Category [***] Deliverables, USCC’s interest in Category [***] Deliverables shall be subject to the restrictions set forth in Section 4.1(f).

2.8 Replacement of Personnel .

3. FEES AND EXPENSES .

(a) USCC shall bear the burden of United States federal, state and local sales, use and similar taxes imposed on USCC’s purchase/use of Consultant’s property and USCC’s receipt of Consultant’s services (“U.S.

Transaction Taxes”). U.S. Transaction Taxes that the Consultant is required to collect shall be separately stated on Consultant’s invoices and will be in addition to other charges.

(d) Each party shall promptly reimburse the other party for any tax paid by that other party but for which that first party is to bear the burden.

(f) Except as provided in Section 3.7(g), as used in this Section 3.7, the word “tax” or “taxes” includes interest imposed thereon and penalties imposed with respect thereto.

failure to timely and properly file any related tax or other jurisdictional filings except where such failure is due to an action or inaction by Consultant.

4. CONFIDENTIALITY .

4.1 Nondisclosure of Confidential Information .

(c) Each party shall be responsible for any unauthorized use or disclosure of any the other party’s Confidential Information received by it and its Affiliates and their respective employees and Independent Contractors ( i.e. , individuals).

5. TERM AND TERMINATION .

5.1 Term . This Agreement shall commence on the Effective Date and shall continue in full force and effect until terminated in accordance with Section 5.2.

5.2 Termination .

(c) USCC or Consultant may terminate this Agreement for any or no reason upon thirty (30) days written notice to the other party, provided that there are no then-current Statements of Work.

(d) Unless otherwise provided in a Statement of Work or otherwise agreed by the parties in writing, USCC may terminate any Statement of Work for any or no reason upon written notice to Consultant at least 45 days prior to the effective date of such termination.

(e) Either party may terminate a Statement of Work in accordance with Section 2.7 or 11.4.

5.3 Consequences of Termination .

(b) If USCC wishes to terminate a Statement of Work upon less than 30 days notice (or such notice as is otherwise set forth in the applicable Statement of Work), USCC shall pay: (i) for, time and materials

(c) Upon the termination of this Agreement, Consultant shall deliver all existing Deliverables and all Deliverables-in-progress to USCC.

6. INSURANCE .

6.1 Consultant shall maintain, during the term of this Agreement, at its own expense, the following insurance related to Consultant’s activities in the United States:

(a) Statutory workers compensation insurance and employer’s liability in an amount no less than $1,000,000 per occurrence;

(c) If the use of automobiles is required, comprehensive automobile liability insurance, each with limits of $1,000,000 for bodily injury, including death, to any one person, and $1,000,000 for each occurrence of property damage;

(d) Excess liability insurance in the umbrella form with a combined single limit of $5,000,000 annual aggregate; and

6.2 The Commercial General Liability policy shall name USCC as additional insured and waive subrogation in favor of USCC, and such endorsements shall be listed on a certificate of insurance furnished to USCC.

6.3 Consultant shall furnish to USCC certificates of such insurance upon written request. Consultant shall not cancel or fail to renew such insurance without providing written notice to USCC within 30 days following such cancellation or nonrenewal.

6.4 Consultant shall ensure that Consultant’s subcontractors, if any, which may enter upon USCC’s premises, maintain similar insurance and agree to furnish USCC, if requested, with certificates or adequate proof of such insurance.

7. WARRANTIES .

7.1 Violation of Law . Consultant represents and warrants to USCC that as of the date of performance, Consultant’s performance of the Services does not and shall not violate any applicable law, rule, or regulation.

7.3 Services and Deliverables Warranties and Obligations .

8. INDEMNIFICATION .

8.1 Indemnification by Consultant .

9. LIMITATION OF LIABILITY .

THE TWELVE-MONTH PERIOD COMMENCING ON THE DATE THAT SUCH PARTY PAID SUCH DIRECT DAMAGES.

10. DATA PRIVACY .

11. GENERAL .

retains all right, title and interest in and to an equal, undivided, one-half (l/2), unrestricted interest in all intellectual property rights in Category [] Deliverables, without an obligation to account to USCC for any exploitation of such jointly-owned Category [] Deliverables.

(I) Each Category [] Deliverable shall be further classified either as a Category [] Deliverable or a Category [***] Deliverable as agreed upon by the parties and set forth in the SOW.

(II) In addition to any other restrictions and limitations applicable to Category [] Deliverables in general or applicable to Category [] Deliverables, USCC’s interest in Category [***] Deliverables shall be subject to the restrictions set forth in Section 4.1(f).