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
Page 2 of 66
***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.
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