THIRD PARTY SELECTED
BY SUPPLIER IN ITS REASONABLE DISCRETION.
10.2
SUBCONTRACTOR PAYMENTS.
SUPPLIER SHALL REMAIN
FULLY RESPONSIBLE FOR ITS PERFORMANCE OF THIS AGREEMENT IN ACCORDANCE WITH ITS
TERMS, INCLUDING ANY OBLIGATIONS IT PERFORMS THROUGH THIRD PARTIES, AND SUPPLIER
SHALL BE SOLELY RESPONSIBLE FOR ALL PAYMENTS DUE TO THIRD PARTIES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, AMOUNTS DUE FROM SUPPLIER AND ITS
AFFILIATES TO THEIR SUBCONTRACTORS SHALL NOT BE INCLUDED IN THE THIRD-PARTY
VENDOR COSTS TO THE EXTENT SUCH AMOUNTS ARE FOR SERVICES THAT ARE DUPLICATIVE OF
SERVICES FOR WHICH SUPPLIER IS CHARGING BUYERS OR FAIRPOINT ANY FEE.
ARTICLE XI
SINGLE POINT OF CONTACT; DISPUTE RESOLUTION
11.1
SINGLE POINT OF CONTACT.
FAIRPOINT AND SUPPLIER
SHALL EACH APPOINT A PERSON WHO SHALL BE AVAILABLE TO RECEIVE COMMUNICATIONS AND
COORDINATE RESPONSES TO QUESTIONS AND CONCERNS ON BEHALF OF THEIR RESPECTIVE
PARTIES AND THEIR AFFILIATES WITH RESPECT TO THIS AGREEMENT OR THE TRANSITION
SERVICES, INCLUDING BILLING AND OPERATIONAL MATTERS ("SINGLE POINT OF
CONTACT").
EXCEPT IN RESPECT OF THE ACTIVITIES OF THE CUTOVER PLANNING
COMMITTEE OR THE TEAM LEADERS DESCRIBED IN SECTION 4.1, OR UNLESS OTHERWISE
AUTHORIZED IN WRITING OR SET FORTH IN THE POLICIES AND PROCEDURES OF SUPPLIER OR
ITS AFFILIATES OR AS SPECIFIED ON ANY SCHEDULE HERETO, FAIRPOINT AND SUPPLIER
AGREE THAT THEIR REPRESENTATIVES AND EMPLOYEES SHALL NOT CONTACT ANY
REPRESENTATIVES OF THE OTHER PARTY, OTHER THAN THE DESIGNATED SINGLE POINT OF
CONTACT.
NOTWITHSTANDING THE PROVISIONS OF THIS ARTICLE XI, IN THE EVENT OF ANY
NETWORK OR SERVICE OUTAGE OR OTHER SIMILAR EMERGENCY RELATING TO ANY TRANSITION
SERVICE, A PARTY SHALL ATTEMPT TO CONTACT THE SINGLE POINT OF CONTACT OF THE
OTHER PARTY, BUT MAY ALSO DIRECTLY CONTACT THAT PERSON MOST ABLE TO RESOLVE THE
EMERGENCY EXPEDITIOUSLY.
11.2
DISPUTE RESOLUTION.
THE SINGLE POINTS OF CONTACT
SHALL MEET AS OFTEN AS REASONABLY NECESSARY IN AN EFFORT TO RESOLVE DISPUTES
WITHOUT THE NECESSITY OF ANY FORMAL PROCEEDING RELATING THERETO.
IF THE SINGLE
POINTS OF CONTACT DO NOT RESOLVE A DISPUTE WITHIN 30 CALENDAR DAYS, THEN EITHER
PARTY MAY ESCALATE THE DISPUTE TO ITS SENIOR EXECUTIVE OFFICER.
IF SUCH DISPUTE
CANNOT BE RESOLVED BY THE SENIOR EXECUTIVE OFFICERS OF THE PARTIES WITHIN 10
DAYS AFTER INITIATION OF DISCUSSIONS, EITHER PARTY MAY INITIATE FORMAL
PROCEEDINGS AS PERMITTED BY THIS AGREEMENT. THE FOREGOING REQUIREMENTS AND
LIMITATIONS SHALL NOT, HOWEVER, PREVENT A PARTY FROM: (I) SEEKING INJUNCTIVE
RELIEF IN CIRCUMSTANCES PERMITTED BY THIS AGREEMENT, OR (II) TERMINATING THIS
AGREEMENT (IN WHOLE OR IN PART) IN ACCORDANCE WITH ARTICLE XIV.
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ARTICLE XII
POLICIES, PROCEDURES AND TRAINING
12.1
POLICIES AND PROCEDURES.
SUPPLIER AND ITS
AFFILIATES AGREE TO FOLLOW AND ABIDE BY ALL COMMERCIALLY-REASONABLE WRITTEN
POLICIES AND PROCEDURES PROVIDED BY FAIRPOINT OR BUYERS FROM TIME TO TIME IN
CONNECTION WITH THE PROVISION OF TRANSITION SERVICES WITH RESPECT TO ACCESS TO
FAIRPOINT'S OR ITS AFFILIATES' SYSTEMS OR PREMISES, TO THE EXTENT THAT SUCH
POLICIES AND PROCEDURES DO NOT CONFLICT WITH THE REQUIREMENTS OF THIS AGREEMENT
OR ANY SCHEDULE HERETO.
FAIRPOINT AND ITS AFFILIATES AGREE TO FOLLOW AND ABIDE
BY ALL COMMERCIALLY-REASONABLE WRITTEN