DOCUMENT, NEXTEL'S TESTING CRITERIA SHALL
BE THAT THE TESTED ITEMS MEET THE REQUIREMENTS OF THIS AGREEMENT TO NEXTEL'S
REASONABLE SATISFACTION.
2.6.
USE OF AFFILIATES AND SUBCONTRACTORS.
2.6.1.
EXCEPT TO UTILIZE THE SUBCONTRACTORS LISTED ON SCHEDULE 2.6 FOR
THE FUNCTIONS IDENTIFIED ON SUCH SCHEDULE, VENDOR SHALL NOT PERFORM ITS
OBLIGATIONS THROUGH ITS AFFILIATES OR THROUGH THE USE OF SUBCONTRACTORS, WITHOUT
THE PRIOR WRITTEN CONSENT OF NEXTEL, WHICH CONSENT WILL NOT BE UNREASONABLY
WITHHELD [ . . . * * * . . . ]. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY,
EACH SUBCONTRACTOR SHALL EXECUTE A CONFIDENTIALITY AGREEMENT WITH VENDOR
PROVIDING FOR CONFIDENTIALITY AND THE PROTECTION OF CUSTOMER DATA AND CONTAINING
TERMS AT LEAST AS STRINGENT AS SET FORTH IN SECTIONS 7.3 AND 13.4.
THIS SECTION
OF THE AGREEMENT SHALL NOT APPLY TO VENDOR'S CHOICE OF CARRIER FOR CALL ROUTING
AND COMPLETION.
2.6.2.
VENDOR SHALL NOT BE RELIEVED OF ITS OBLIGATIONS UNDER THIS
AGREEMENT BY USE OF ANY SUCH AFFILIATES OR SUBCONTRACTORS.
IF NEXTEL DETERMINES
THAT THE PERFORMANCE OR CONDUCT OF ANY VENDOR SUBCONTRACTOR OR AFFILIATE OR ANY
INDIVIDUAL EMPLOYEE THEREOF, IS UNSATISFACTORY, NEXTEL MAY NOTIFY VENDOR OF ITS
DETERMINATION IN WRITING, INDICATING THE REASONS THEREFORE, IN WHICH
***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.
4
EVENT VENDOR SHALL PROMPTLY TAKE ALL NECESSARY AND APPROPRIATE ACTIONS TO REMEDY
THE PERFORMANCE OR CONDUCT OF SUCH SUBCONTRACTOR OR AFFILIATE OR ANY INDIVIDUAL
EMPLOYEE THEREOF AND, IF SO REQUESTED BY NEXTEL AND IN NEXTEL'S REASONABLE
DISCRETION, TO REPLACE SUCH SUBCONTRACTOR OR AFFILIATE OR ANY INDIVIDUAL
EMPLOYEE THEREOF.
2.7.
LOCATION OF PERFORMANCE.
[ . . . * * * . . . ]
VENDOR SHALL USE ITS
BEST EFFORTS TO PROVIDE SERVICES FROM CALL CENTERS IN CLOSE GEOGRAPHIC PROXIMITY
TO THE LOCATION OF THE CUSTOMER REQUESTING SERVICE.
[ . . . * * * . . . ]
2.8.
NON-EXCLUSIVITY.
NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY SET
FORTH IN THIS AGREEMENT, NOTHING HEREIN SHALL PREVENT NEXTEL FROM PROVIDING FOR
ITSELF OR OBTAINING FROM ANY THIRD PARTY, AT ANY TIME DURING THE TERM OR
THEREAFTER, DIRECTORY ASSISTANCE SERVICES, OR ANY OTHER PRODUCTS OR SERVICES, IN
ANY WAY ANALOGOUS, SIMILAR OR COMPARABLE TO THE SERVICES AND DELIVERABLES MADE
AVAILABLE BY VENDOR HEREUNDER.
3.
ADDITIONAL VENDOR SERVICE REQUIREMENTS
3.1.
COMPATIBILITY.
TO THE EXTENT THAT APPROPRIATE SPECIFICATIONS FOR NEW
SERVICES HAVE BEEN PROVIDED BY NEXTEL AND TO THE EXTENT THAT THE PARTIES HAVE
MUTUALLY AGREED TO AN IMPLEMENTATION TIMELINE FOR SUCH NEW SERVICES, VENDOR
AGREES THAT IT SHALL BE RESPONSIBLE FOR ENSURING THAT (I) ALL SERVICES,
EQUIPMENT, NETWORKS, SOFTWARE AND OTHER RESOURCES UTILIZED BY VENDOR OR APPROVED
BY VENDOR FOR UTILIZATION BY NEXTEL IN CONNECTION WITH THE PROVIDING OR
RECEIVING OF THE SERVICES (COLLECTIVELY, THE "PROVIDED RESOURCES") SHALL BE
SUCCESSFULLY INTERFACED WITH, AND SHALL BE COMPATIBLE WITH, THE SERVICES,
SYSTEMS, ITEMS, AND OTHER RESOURCES WITH WHICH THEY WILL INTEROPERATE TO CARRY
OUT THE SERVICES THAT ARE OWNED BY OR LEASED