IN THIS SECTION SHALL IN ANY WAY
INTERFERE WITH VENDOR'S ABILITY TO OR LIMIT OR RESTRICT VENDOR'S OBLIGATION TO
MEET THE REQUIREMENTS OF THE DAS STATEMENT OF WORK AND TO PROVIDE THE SERVICES.
NOTHING IN THIS SECTION SHALL REQUIRE VENDOR TO DISCLOSE ITS TRADE SECRETS OR
LICENSE ITS INTELLECTUAL PROPERTY TO ANY THIRD PARTY.
3.3.
CONTINUOUS IMPROVEMENT.
THROUGHOUT THE TERM, VENDOR SHALL DEVELOP
AND PROVIDE THE SERVICES UNDER QUALITY ASSURANCE PROGRAMS, AND VENDOR SHALL
PROPOSE, FROM TIME TO TIME, NEW TECHNOLOGIES AND PROCEDURES TO IMPROVE THE
SERVICES OR THE PROVISION THEREOF.
VENDOR SHALL, IN ANY SUCH PROPOSAL AND AT A
MINIMUM, IDENTIFY AND APPLY PROVEN TECHNIQUES AND TOOLS FROM OTHER
NON-PROPRIETARY INSTALLATIONS WITHIN VENDOR'S OPERATIONS OR KNOWLEDGE THAT COULD
BENEFIT NEXTEL'S USE OF THE SERVICES EITHER OPERATIONALLY OR FINANCIALLY.
NOT
IN LIMITATION OF THE FOREGOING, VENDOR SHALL PROVIDE ANY CONTINUOUS IMPROVEMENT
ACTIVITIES SPECIFIED IN THE DAS STATEMENT OF WORK.
3.4.
ROOT CAUSE ANALYSIS.
UPON VENDOR'S DISCOVERY OF, OR, IF EARLIER,
VENDOR'S RECEIPT OF A NOTICE FROM NEXTEL IN RESPECT OF VENDOR'S FAILURE (I) TO
MEET A SERVICE LEVEL; OR (II) TO PROVIDE ANY OF THE SERVICES IN ACCORDANCE WITH
THIS AGREEMENT, VENDOR SHALL PROMPTLY (AND IN ANY EVENT WITHIN FIVE (5) BUSINESS
DAYS), PERFORM A ROOT-CAUSE ANALYSIS TO IDENTIFY THE CAUSE OF SUCH FAILURE.
VENDOR SHALL PROMPTLY AND, IN ANY EVENT, WITHIN FIVE (5) BUSINESS DAYS AFTER
SUCH DISCOVERY OR NOTICE, PROVIDE NEXTEL WITH A WRITTEN REPORT DETAILING THE
CAUSE OF, AND PROCEDURE FOR CORRECTING,
***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.
6
SUCH FAILURE AND PROVIDING NEXTEL WITH REASONABLE EVIDENCE THAT FAILURES WITHIN
VENDOR'S CONTROL WILL NOT RECUR.
3.5.
PROCEDURES MANUAL.
WITHIN SIXTY (60) DAYS FOLLOWING THE EFFECTIVE
DATE, VENDOR, WITH NEXTEL'S COOPERATION, SHALL FINALIZE A PROCEDURES MANUAL (THE
"PROCEDURES MANUAL), APPLICABLE TO THE SERVICES, WHICH SHALL BE ATTACHED HERETO
AS SCHEDULE 3.5.
NEXTEL RESERVES THE RIGHT TO IDENTIFY (AT ANY TIME, AND FROM
TIME TO TIME, UNTIL NINETY (90) CALENDAR DAYS AFTER THE DATE OF COMPLETION OF
SUCH MANUAL) AND NOTIFY VENDOR OF SUCH ITEMS AS NEXTEL SHALL REASONABLY DEEM
APPROPRIATE FOR INCLUSION IN SUCH PROCEDURES MANUAL.
VENDOR SHALL REVISE THE
PROCEDURES MANUAL FROM TIME TO TIME DURING THE TERM AS REQUIRED (WITH THE
EXPECTATION THAT MORE FREQUENT REVISION SHALL BE APPROPRIATE EARLY IN THE TERM)
TO REFLECT ANY CHANGES TO THE SERVICES OR RELATED REQUIREMENTS SO AS TO MAINTAIN
THE PROCEDURES MANUAL IN AN UP TO DATE, ACCURATE STATUS AT ALL TIMES.
AT LEAST
ANNUALLY, VENDOR SHALL SUBMIT THE THEN CURRENT PROCEDURES MANUAL TO NEXTEL FOR
REVIEW, COMMENT AND, WITH RESPECT TO THOSE SECTIONS OF THE PROCEDURES MANUAL
THAT WERE ORIGINALLY MUTUALLY DEVELOPED BY THE PARTIES, APPROVAL.
VENDOR SHALL
COMPLY WITH THE PROCEDURES MANUAL.
3.6.
DISASTER RECOVERY PLAN.
WITHIN SIXTY (60) DAYS FOLLOWING THE
EFFECTIVE DATE, VENDOR, WITH NEXTEL'S COOPERATION, SHALL FINALIZE A DISASTER
RECOVERY PLAN (THE "DISASTER RECOVERY PLAN") APPLICABLE TO THE SERVICES, WHICH
SHALL BE