THE TERMS OF ANY SUBCONTRACT, TO THE EXTENT APPLICABLE TO
THE PARTICULAR SUBCONTRACTING ARRANGEMENT, MUST BE CONSISTENT WITH THE
AGREEMENT, INCLUDING WITH RESPECT TO (I) CONFIDENTIALITY AND INTELLECTUAL
PROPERTY OBLIGATIONS; (II) IDEARC'S APPROVAL RIGHTS (WHICH SHALL APPLY DIRECTLY
TO THE SUBCONTRACTOR); AND (III) COMPLIANCE WITH REASONABLE IDEARC POLICIES AND
DIRECTIONS.
PROVIDER SHALL BE IDEARC'S SOLE POINT OF CONTACT REGARDING THE
SERVICES, INCLUDING WITH RESPECT TO PAYMENT.
PROVIDER SHALL BE RESPONSIBLE AND
LIABLE FOR ANY PROVIDER SUBCONTRACTOR OR SUBCONTRACTOR
34
PERSONNEL PERFORMANCE UNDER THE AGREEMENT TO THE SAME EXTENT AS IF SUCH
OBLIGATIONS WERE PERFORMED BY PROVIDER OR PROVIDER EMPLOYEES.
9.13.
COOPERATION WITH THIRD-PARTY CONTRACTORS.
(A)
PROVIDER COOPERATION.
AS PART OF THE
SERVICES, PROVIDER SHALL COOPERATE WITH AND WORK IN GOOD FAITH WITH IDEARC OR
IDEARC THIRD-PARTY CONTRACTORS AS REASONABLY REQUESTED BY IDEARC.
SUCH
COOPERATION MAY INCLUDE (I) PROVIDING, IN A TIMELY MANNER, REASONABLE ACCESS TO
ANY SERVICE LOCATIONS TO THE EXTENT NECESSARY FOR IDEARC THIRD-PARTY CONTRACTORS
TO PERFORM THE WORK ASSIGNED TO THEM; (II) PROVIDING, IN A TIMELY MANNER,
REASONABLE ELECTRONIC AND PHYSICAL ACCESS TO THE BUSINESS PROCESSES AND
ASSOCIATED EQUIPMENT, SOFTWARE AND/OR SYSTEMS TO THE EXTENT NECESSARY AND
APPROPRIATE FOR IDEARC THIRD-PARTY CONTRACTORS TO PERFORM THE WORK ASSIGNED TO
THEM; (III) PROVIDING, IN A TIMELY MANNER, WRITTEN REQUIREMENTS, STANDARDS,
POLICIES OR OTHER DOCUMENTATION FOR THE BUSINESS PROCESSES AND ASSOCIATED
EQUIPMENT, SOFTWARE OR SYSTEMS PROCURED, OPERATED, SUPPORTED OR USED BY PROVIDER
IN CONNECTION WITH THE SERVICES; OR (IV) USING COMMERCIALLY REASONABLE EFFORTS
(IN COOPERATION WITH IDEARC) TO MINIMIZE ANY DEGRADATION IN THE SERVICES CAUSED
BY THE ADJUSTMENTS MADE BY PROVIDER IN TRANSFERRING SERVICES TO A THIRD PARTY OR
IDEARC; PROVIDED, HOWEVER, THAT PROVISION TO ANY THIRD PARTY OF ANY ACCESS OR
INFORMATION CONSTITUTING PROVIDER CONFIDENTIAL INFORMATION OR PROVIDER MATERIALS
SHALL FIRST REQUIRE THAT SUCH THIRD PARTY AGREE IN WRITING TO CONFIDENTIALITY
PROVISIONS REASONABLY REQUIRED BY PROVIDER.
SO LONG AS SUCH COOPERATION CAN BE
PROVIDED USING RESOURCES OTHERWISE ASSIGNED TO THE PROVISION OF SERVICES WITHOUT
ADVERSELY IMPACTING THE PERFORMANCE OF SERVICES, SUCH COOPERATION WILL BE
PROVIDED AT NO ADDITIONAL CHARGE AS PART OF THE SERVICES.
IF SUCH COOPERATION
CANNOT BE PROVIDED USING THEN-ASSIGNED RESOURCES WITHOUT ADVERSELY IMPACTING THE
PERFORMANCE OF OTHER SERVICES, THEN SUCH COOPERATION WILL BE PROVIDED THROUGH
THE OPERATION OF SECTION 9.10.
IN ADDITION, IF ANY CONFIDENTIAL INFORMATION OF
A THIRD PARTY IS TO BE PROVIDED TO PROVIDER, PROVIDER SHALL AGREE IN WRITING TO
COMPLY WITH SUCH THIRD PARTY'S CUSTOMARY AND REASONABLE CONFIDENTIALITY AND
SECURITY PROCEDURES.
IDEARC SHALL USE COMMERCIALLY REASONABLE EFFORTS TO
REQUIRE (CONTRACTUALLY OR OTHERWISE) IDEARC THIRD-PARTY CONTRACTORS TO COMPLY
WITH (1) PROVIDER'S CUSTOMARY AND REASONABLE SECURITY AND CONFIDENTIALITY
REQUIREMENTS AND ROUTINE SECURITY PROCEDURES, AND, (2) TO THE EXTENT PERFORMING
WORK ON SOFTWARE, EQUIPMENT OR SYSTEMS FOR WHICH PROVIDER HAS OPERATIONAL
RESPONSIBILITY, PROVIDER'S CUSTOMARY AND REASONABLE STANDARDS, METHODOLOGIES,
AND PROCEDURES.
(B)
NOTICE BY PROVIDER.
PROVIDER SHALL PROMPTLY
NOTIFY THE IDEARC PROGRAM MANAGER WHEN IT BECOMES AWARE THAT AN ACT OR OMISSION
OF AN IDEARC THIRD-PARTY CONTRACTOR IS REASONABLY EXPECTED TO CAUSE, OR HAS
CAUSED, AN ADVERSE