14.12.
PUBLICITY.
WITHOUT NEXTEL'S EXPRESS WRITTEN CONSENT, WHICH CONSENT
SHALL BE GIVEN ONLY IN NEXTEL'S SOLE DISCRETION, VENDOR SHALL NOT USE:
(I) NEXTEL'S NAME OR THE NAME OF ANY AFFILIATE OF NEXTEL, OR ANY DIVISIONS OR
BUSINESS UNITS OF ANY OF THEM; (II) THE NAME OF ANY OFFICER, DIRECTOR, EMPLOYEE,
OR INDEPENDENT CONTRACTOR OF NEXTEL OR ITS AFFILIATES; (III) THE NAME OF ANY
PRODUCT OR SERVICE OF ANY OF NEXTEL OR ITS AFFILIATES; OR (IV) THE NAME OF ANY
CUSTOMER OF NEXTEL, IN CONNECTION WITH ANY MARKETING, ADVERTISING, OR OTHER
PUBLICITY OR BUSINESS PROPOSAL.
NOTWITHSTANDING THE FOREGOING, NEITHER PARTY
SHALL ISSUE A NEWS RELEASE, PUBLIC ANNOUNCEMENT, ADVERTISEMENT, OR OTHER FORM OF
PUBLICITY CONCERNING THE EXISTENCE OF THE AGREEMENT OR THE SERVICES TO BE
PROVIDED HEREUNDER WITHOUT OBTAINING THE PRIOR WRITTEN APPROVAL OF THE OTHER
PARTY EXCEPT AS MAY BE REQUIRED BY APPLICABLE LAW OR REGULATIONS, INCLUDING
SECURITIES AND EXCHANGE COMMISSION REGULATIONS.
14.13.
RECORD KEEPING AND AUDITS.
14.13.1.
FINANCIAL AUDITS.
(A)
ANNUAL AUDITS.
VENDOR, AT ITS SOLE EXPENSE, SHALL CONDUCT A SELF
AUDIT, ON NOT LESS THAN AN ANNUAL BASIS, OF THE ACCURACY OF INVOICES SUBMITTED
TO NEXTEL AND OF VENDOR'S SUBCONTRACTORS' INVOICES FOR
***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.
40
LICENSES AND SERVICES PROVIDED TO NEXTEL OR VENDOR, PURSUANT TO THIS AGREEMENT
AND THE RESPECTIVE AGREEMENTS BETWEEN VENDOR AND VENDOR'S SUBCONTRACTORS.
VENDOR SHALL DELIVER A COPY OF THE REPORT OF SUCH AUDIT TO NEXTEL WITHIN
FOURTEEN (14) CALENDAR DAYS AFTER THE END OF EACH AUDIT YEAR.
(B)
OPTIONAL NEXTEL AUDIT.
NOTWITHSTANDING THE FOREGOING, NEXTEL, AT
ANY TIME AND FROM TIME TO TIME, UPON REASONABLE NOTICE OF NO LESS THAN TEN (10)
BUSINESS DAYS TO VENDOR AND AT NEXTEL'S SOLE EXPENSE, MAY ALSO AUDIT OR CAUSE TO
BE AUDITED THE RELEVANT PORTION OF THE FINANCIAL RECORDS OF VENDOR AND VENDOR'S
SUBCONTRACTORS TO VERIFY THE ACCURACY OF VENDOR'S INVOICES TO NEXTEL AND
VENDOR'S SUBCONTRACTORS' INVOICES TO VENDOR.
NEXTEL AND ITS AUTHORIZED AGENTS
AND REPRESENTATIVES WILL HAVE ACCESS TO INSPECT AND COPY SUCH RECORDS FOR
PURPOSES OF SUCH AUDIT DURING NORMAL BUSINESS HOURS AND AT PLACE DESIGNATED BY
VENDOR; PROVIDED, HOWEVER, THAT IF SUCH AUDIT DISCLOSES THAT AN ERROR OF
[ . . . * * * . . . ] OR MORE REGARDING INVOICES DURING THE AUDITED PERIOD WAS
MADE IN FAVOR OF VENDOR OR ANY VENDOR SUBCONTRACTOR, VENDOR SHALL PAY THE ENTIRE
COST OF SUCH AUDIT, UNLESS VENDOR DISPUTES THE OUTCOME OF THE AUDIT, IN WHICH
CASE SUCH DISPUTE SHALL BE SETTLED UNDER SECTION 5.5 HEREOF.
IF SUCH DISPUTE IS
RESOLVED IN NEXTEL'S FAVOR, VENDOR SHALL REMAIN RESPONSIBLE TO PAY FOR THE AUDIT
AS SET FORTH IN THIS SECTION.
VENDOR SHALL BIND EACH OF ITS RELEVANT
SUBCONTRACTORS IN WRITING, AS PART OF THE AGREEMENTS BETWEEN VENDOR AND THE
RESPECTIVE SUBCONTRACTOR, TO MAKE ITS FINANCIAL RECORDS AVAILABLE FOR AUDIT AND
INSPECTION AS REQUIRED BY THIS SECTION 14.13.
ANY VENDOR CONFIDENTIAL MATERIAL