TRANSITION.
SUBJECT TO THE PERFORMANCE BY NEXTEL AND ANY SUBSEQUENT
PROVIDER OF SERVICES SIMILAR TO THE SERVICES OF ALL ACTIONS REASONABLY EXPECTED
OF EACH PARTY IN CONNECTION WITH THE TRANSITION, VENDOR SHALL COOPERATE FULLY
WITH NEXTEL AND THIRD PARTIES AND SHALL TAKE ALL ACTIONS REASONABLY REQUESTED BY
NEXTEL OR NECESSARY TO ACCOMPLISH, BY NO LATER THAN SIX (6) MONTHS AFTER THE
TRANSITION DATE, A SMOOTH, COMPLETE TRANSITION OF RESPONSIBILITY FOR THE
SERVICES BEING TERMINATED OR CALL VOLUME BEING TRANSITIONED FROM VENDOR TO
NEXTEL, OR TO ANY REPLACEMENT PROVIDER DESIGNATED BY NEXTEL (A
"DISENTANGLEMENT"), WITH NO MATERIAL INTERRUPTION OF OR ADVERSE IMPACT ON NEXTEL
OR ITS CUSTOMERS IN ANY WAY, INCLUDING ON THE SERVICES.
IN THE EVENT NEXTEL
ELECTS TO TERMINATE ANY SERVICE OR TRANSITION A CERTAIN VOLUME OF CUSTOMER CALL
TRAFFIC BEING SERVICED BY VENDOR (BUT NOT ALL SERVICES OR ALL CALL VOLUME IN THE
AGGREGATE) PURSUANT TO THE TERMS HEREOF, VENDOR SHALL PERFORM ITS
DISENTANGLEMENT OBLIGATIONS HEREUNDER TO THE EXTENT APPLICABLE TO THE SERVICE,
SERVICES OR VOLUME OF CUSTOMER CALL TRAFFIC BEING TERMINATED.
IN THE EVENT THAT VOLUME OF AN AMOUNT GREATER THAN [ . . . * * * . . . ] OF ANY
CALL CENTER'S THEN CURRENT VOLUME IS TRANSITIONED BACK TO VENDOR WITH
[ . . . * * * . . . ]
12.5.
DELIVERY OF NEXTEL DATA.
VENDOR SHALL PROVIDE TO NEXTEL ALL NEXTEL
DATA AND DOCUMENTATION REASONABLY REQUESTED BY NEXTEL IN CONNECTION WITH THE
TRANSITION THAT IS SUFFICIENT TO ENABLE NEXTEL, OR ANOTHER REASONABLY COMPETENT
SERVICE PROVIDER, TO
***Certain information in this exhibit has been omitted and filed separately
with the commission.
Confidential treatment has been requested with respect to the omitted portions.
27
FULLY ASSUME THE PROVISION OF ANY TERMINATED SERVICES.
VENDOR SHALL DESTROY ALL
COPIES OF NEXTEL DATA NOT TURNED OVER TO NEXTEL AND NEXTEL SHALL DESTROY ALL
COPIES OF VENDOR DATA, IF ANY EXISTS IN NEXTEL'S POSSESSION OR CONTROL, UPON
TERMINATION.
13.
COMPLIANCE MATTERS
13.1.
NEXTEL CORPORATE POLICIES.
VENDOR SHALL, AND SHALL CAUSE ITS
SUBCONTRACTORS AND EMPLOYEES TO, ABIDE BY THE FOLLOWING:
13.1.1.
ETHICAL BUSINESS PRACTICES.
THIS AGREEMENT IS SUBJECT TO AND
GOVERNED BY THE NEXTEL COMMUNICATIONS, INC. CODE OF CORPORATE CONDUCT AS SUCH
MAY BE AMENDED FROM TIME TO TIME AND AS PROVIDED TO VENDOR.
13.1.2.
SECURITY. ALL VENDOR PERSONNEL (INCLUDING PERSONNEL OF ANY
SUBCONTRACTORS) SHALL BE SUBJECT TO AND SHALL AT ALL TIMES CONFORM TO NEXTEL'S
SECURITY RULES AND REQUIREMENTS FOR THE PROTECTION OF NEXTEL'S PLANT, MATERIALS,
EQUIPMENT AND PERSONNEL WHILE ON NEXTEL PREMISES.
ANY VIOLATIONS OR DISREGARD
OF THESE RULES SHALL BE CAUSE FOR DENIAL OF ACCESS TO NEXTEL'S PROPERTY.
13.1.3.
COMPUTER INFORMATION AND ACCESS.
VENDOR WILL COMPLY WITH ALL
RULES OF NEXTEL CONCERNING ACCESS TO NEXTEL'S COMPUTERS AND USE OF COMPUTER DATA
AND SOFTWARE, INCLUDING THOSE SET FORTH ON SCHEDULE 13.1.3 AND ANY OTHERS
COMMUNICATED BY NEXTEL TO VENDOR.
PRIOR TO PERFORMING ANY SERVICES PURSUANT TO
THIS AGREEMENT, VENDOR'S PERSONNEL SHALL EXECUTE NEXTEL'S STANDARD FORMS
CONCERNING ACCESS PROTECTION AND DATA/SOFTWARE SECURITY.
NEXTEL SHALL