THE VENDOR
AND RELIANCE FOR RESOLUTION AND THE VENDOR SHALL FORTHWITH REMEDY THE
NON-PERFORMANCE IN ACCORDANCE WITH THE DECISION OF THE HIGHER MANAGEMENT OF THE
PARTIES, ALL IN FURTHER PERIOD OF [***] FROM THE DATE OF SUCH REFERENCE.
IF IN
RELIANCE'S REASONABLE DISCRETION, THE VENDOR HAS FAILED TO REMEDY SUCH
NON-PERFORMANCE, RELIANCE SHALL BE ENTITLED TO PLACE PURCHASE ORDERS FOR SIMILAR
ITEMS FROM ANY OTHER VENDORS [***].
RIGHTS UNDER THIS SECTION 3.15.2 SHALL BE
IN ADDITION TO ALL OTHER RIGHTS AND REMEDIES AVAILABLE TO RELIANCE UNDER THE
DOCUMENTS.
3.16
FORWARD PRICE ASSURANCE.
[***]
3.17
THIRD PARTY CONTRACTS.
3.17.1
VENDOR SHALL BE RESPONSIBLE FOR MANAGING ALL RELIANCE DESIGNATED
"THIRD PARTY CONTRACTS" AS IDENTIFIED TO VENDOR FROM TIME TO TIME AND ENTERED
INTO FOR THE BENEFIT OF RELIANCE, THE RELIANCE AFFILIATES AND CERTAIN USERS TO
THE EXTENT DESCRIBED IN A CONTRACT.
VENDOR SHALL BE RESPONSIBLE WITH RESPECT TO
PRODUCTS AND SERVICE PROVIDED UNDER THE THIRD PARTY CONTRACTS, FOR: (I) OVERALL
PROGRAM MANAGEMENT INCLUDING, WITHOUT LIMITATION, THE ADMINISTRATION AND
MAINTENANCE OF SUCH THIRD PARTY CONTRACTS (INCLUDING VERIFYING, ADVISING,
REPORTING AND CONFORMING TO COMPATIBILITY REQUIREMENTS OF THE PRODUCTS AND
SERVICES); AND (II) MANAGING THE SUCCESSFUL INTEGRATION OF ALL PRODUCTS SUPPLIED
BY THE VENDOR WITH ALL OTHER PRODUCTS FORMING A PART OF THE BROADBAND ACCESS
RELIANCE NETWORK AND OTHER OBLIGATIONS AS SET FORTH IN THE SPECIFICATIONS AND
(III) MANAGING THE COMPLIANCE WITH AND PERFORMANCE OF ALL OPERATIONAL,
ADMINISTRATIVE AND CONTRACTUAL OBLIGATIONS SPECIFIED IN SUCH THIRD PARTY
CONTRACTS, INCLUDING NONDISCLOSURE OBLIGATIONS BUT EXCLUDING THE PAYMENT
OBLIGATIONS OF THE PARTIES TO SUCH THIRD PARTY CONTRACTS.
PROVIDED THAT VENDOR HAS FULLY COMPLIED WITH AND SATISFIED ITS OBLIGATIONS AS
SET FORTH IN SECTION 3.17.1 ABOVE, VENDOR SHALL NOT BE RESPONSIBLE FOR DELAY OR
NON-PERFORMANCE OF PRODUCTS AND/OR SERVICES FURNISHED PURSUANT TO THIRD PARTY
CONTRACTS, HOWEVER THE PARTIES SHALL WORK TOGETHER TO MAXIMIZE THE BENEFITS
OBTAINABLE WITH RESPECT TO PERFORMANCE AND TIMELINESS UNDER THE RELEVANT THIRD
PARTY CONTRACTS.
39
VENDOR SHALL BE RESPONSIBLE FOR ALL INTERFACE AND INTEROPERABILITY OF PRODUCTS
AND SOFTWARE FURNISHED UNDER THIRD PARTY CONTRACTS TO THE EXTENT SET FORTH IN
THE SPECIFICATIONS. WITH RESPECT TO EXPANSIONS, THE VENDOR'S ONLY OBLIGATIONS
SHALL BE TO ENSURE BACKWARDS COMPATIBILITY AND PROVIDE SUCH OTHER WORK AS
RELIANCE AND THE VENDOR MAY AGREE. WITH RESPECT TO ALL THIRD PARTY SERVICES
PURCHASED BY VENDOR FOR RELIANCE OR ANY USER ON A COST-REIMBURSEMENT OR
PASS-THROUGH EXPENSE BASIS, VENDOR SHALL PASS THROUGH TO RELIANCE ALL PRICE
PREFERENCES, REBATES, EXTRAS AND OTHER BENEFITS OFFERED BY THE VENDORS OF SUCH
PRODUCTS AND SERVICES.
3.17.2
AS REQUESTED BY RELIANCE, VENDOR AND VENDOR AFFILIATES, SHALL
CERTIFY (BY THEIR AUDITORS) THAT THEY HAVE NOT RECEIVED ANY COMMISSION OR
DISCOUNT OR ANY OTHER CONSIDERATION OR INCENTIVE BY WHATEVER NAME CALLED,
DIRECTLY OR INDIRECTLY, IN ANY MANNER WHATSOEVER FROM ANY THIRD PARTY PROVIDER
IN RELATION TO THE PROGRAM, EXCEPT THOSE WHICH HAVE BEEN PASSED ON TO RELIANCE
BY VENDOR AND NO SUCH COMMISSIONS, DISCOUNTS, CONSIDERATIONS, COMPENSATION OR
INCENTIVES BY WHATEVER NAME CALLED ARE DUE FROM ANY SUCH PERSON TO THE VENDOR.