SYSTEM.
DURING THE TERM THE SERVICES AND ALL COMPONENTS OF
VENDOR'S SYSTEMS USED TO PROVIDE THE SERVICES HEREUNDER WILL MEET THE CRITERIA
FOR APPROVAL AS PROVIDED FOR HEREIN, WILL BE FREE FROM ANY MATERIAL DEFECTS,
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WILL PERFORM IN ACCORDANCE WITH THE SPECIFICATIONS AND WILL MEET THE
REQUIREMENTS OF AND WILL INCLUDE ALL THE FUNCTIONALITY DESCRIBED IN THE DAS
STATEMENT OF WORK.
8.1.3.
SERVICES.
THE SERVICES WILL BE PERFORMED IN A TIMELY,
COMPETENT, PROFESSIONAL MANNER AND IN ACCORDANCE WITH REQUIREMENTS HEREOF,
INCLUDING, BUT NOT LIMITED TO, THE SPECIFICATIONS, THE DAS STATEMENT OF WORK AND
THE HIGHEST APPLICABLE INDUSTRY STANDARDS AND PRACTICES.
8.1.4.
COMPUTER VIRUSES.
VENDOR SHALL USE INDUSTRY BEST PRACTICES
REGULARLY TO IDENTIFY, SCREEN AND PREVENT ANY DISABLING DEVICE IN RESOURCES
UTILIZED BY VENDOR OR NEXTEL IN CONNECTION WITH THE PROVISION OR RECEIPT OF THE
SERVICES, AND SHALL NOT ITSELF KNOWINGLY INSTALL, ANY DISABLING DEVICE IN
RESOURCES UTILIZED BY VENDOR, NEXTEL, OR ANY SUBCONTRACTOR, IN CONNECTION WITH
THE PROVISION OR RECEIPT OF THE SERVICES.
VENDOR SHALL ASSIST NEXTEL IN
REDUCING THE EFFECTS OF ANY DISABLING DEVICE DISCOVERED IN ANY RESOURCE RELATED
TO THE PROVISION OR RECEIPT OF THE SERVICES, ESPECIALLY IF CAUSING A LOSS OF
OPERATING EFFICIENCY OR DATA.
8.1.5.
LEGAL AND CORPORATE AUTHORITY.
VENDOR HAS THE RIGHT AND
AUTHORITY TO ENTER INTO AND PERFORM THIS AGREEMENT, INCLUDING, WITHOUT
LIMITATION TO PROVIDE THE SERVICES, GRANT THE LICENSES PROVIDED FOR HEREIN AND
DELIVER THE DELIVERABLES AS PROVIDED HEREIN.
VENDOR'S ACTIVITIES IN CONNECTION
WITH THIS AGREEMENT DO NOT AND WILL NOT CONSTITUTE A DEFAULT OR BREACH (OR AN
EVENT WHICH, WITH THE PASSAGE OF TIME OR GIVING OF NOTICE, WOULD CONSTITUTE A
DEFAULT OR BREACH) OF ANY AGREEMENT OR ORDER OF ANY COURT OR GOVERNMENTAL AGENCY
BY WHICH VENDOR OR ANY OF ITS PERSONNEL PERFORMING SERVICES ARE BOUND.
8.1.6.
INTELLECTUAL PROPERTY.
TO THE BEST OF VENDOR'S KNOWLEDGE AFTER
DUE INQUIRY: (I) VENDOR HAS NOT MISAPPROPRIATED OR IMPROPERLY COPIED FROM ANY
THIRD PARTY AND WILL NOT MISAPPROPRIATE OR IMPROPERLY COPY FROM ANY THIRD PARTY
ANY DELIVERABLES PROVIDED OR ANY INTELLECTUAL PROPERTY USED UNDER THIS
AGREEMENT, OR ANY PORTION THEREOF; (II) VENDOR HAS NOT INFRINGED OR OTHERWISE
VIOLATED, AND NEITHER PERFORMANCE HEREUNDER NOR NEXTEL'S EXERCISE OF ITS RIGHTS
HEREUNDER, WILL INFRINGE OR OTHERWISE VIOLATE ANY STATUTORY OR OTHER RIGHTS OF
ANY THIRD PARTY IN OR TO ANY INTELLECTUAL PROPERTY RIGHTS THEREIN INCLUDING,
WITHOUT LIMITATION, COPYRIGHTS, PATENTS, TRADE SECRETS OR TRADEMARKS; AND, (III)
NO THIRD PARTY HAS ASSERTED, IS ASSERTING OR, TO VENDOR'S KNOWLEDGE, HAS OR WILL
HAVE ANY REASONABLE BASIS TO ASSERT A CLAIM OF ANY OF THE FOREGOING.
8.1.7.
INFORMATION DELIVERED TO NEXTEL.
AS OF THE DATE FURNISHED AND
TO THE BEST OF VENDOR'S KNOWLEDGE, AFTER DUE INQUIRY NO STATEMENT CONTAINED IN
WRITING IN ANY VENDOR PROPOSAL MATERIALS (INCLUDING ALL COMMUNICATIONS RECEIVED
BY NEXTEL FROM VENDOR) CONTAINED ANY UNTRUE STATEMENT OF A
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MATERIAL FACT OR OMITTED ANY MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS MADE
NOT MISLEADING.
8.1.8.
MISREPRESENTATIONS.
TO THE BEST OF VENDOR'S KNOWLEDGE AFTER
DUE INQUIRY, VENDOR HAS