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
Page 3 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.
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