CONVENIENCE PURSUANT TO SECTION 18.3.
UPON IDEARC'S EXERCISE OF
ANY OF ITS RIGHTS UNDER THIS SECTION 4.5, THE CHARGES WILL BE ADJUSTED IN
ACCORDANCE WITH SCHEDULE 10.1.
(C)
SPECIAL INCENTIVE PRICING.
[REDACTED]
[**CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. §240.24b-2 AND 17
C.F.R. §200.80**]
4.6.
NEW SERVICES.
(A)
IDEARC MAY REQUEST PROVIDER TO PROVIDE
SERVICES (I) THAT ARE MATERIALLY DIFFERENT FROM AND IN ADDITION TO THE SERVICES,
(II) FOR WHICH THERE IS NO CHARGING METHODOLOGY UNDER THE AGREEMENT, AND
(III) THAT CANNOT BE PERFORMED USING THEN ASSIGNED RESOURCES WITHOUT ADVERSELY
IMPACTING THE PERFORMANCE OF THE SERVICES
THAT IS APPLICABLE TO THE EFFORT TO
BE PROVIDED ("NEW SERVICES").
FOR THE AVOIDANCE OF DOUBT, NEW SERVICES DO NOT
INCLUDE (A) INCREASES IN THE VOLUME OF SERVICES TO BE PROVIDED BY PROVIDER, OR
(B) CHANGES TO THE SERVICES AS A RESULT OF THE EVOLUTION OF THE SERVICES DUE TO
CONTINUOUS IMPROVEMENT REQUIRED PURSUANT TO THE AGREEMENT.
(B)
PROCEDURES.
(I)
IF IDEARC REQUESTS THAT PROVIDER PERFORM
ANY NEW SERVICES, PROVIDER SHALL PROMPTLY PREPARE A NEW SERVICES PROPOSAL FOR
IDEARC'S CONSIDERATION.
UNLESS OTHERWISE AGREED BY THE PARTIES, PROVIDER SHALL
PREPARE SUCH NEW SERVICES PROPOSAL AT NO ADDITIONAL CHARGE TO IDEARC AND SHALL
DELIVER SUCH PROPOSAL TO IDEARC AS SOON AS PRACTICABLE, BUT NO LATER THAN 30
DAYS AFTER ITS RECEIPT OF IDEARC'S REQUEST; PROVIDED, HOWEVER, THAT PROVIDER
SHALL USE COMMERCIALLY REASONABLE EFFORTS TO RESPOND WITHIN IDEARC'S REQUESTED
TIME-FRAME IN THE CASE OF A PRESSING BUSINESS NEED OR AN EMERGENCY SITUATION.
IDEARC SHALL PROVIDE SUCH INFORMATION AND COOPERATION AS PROVIDER MAY REASONABLY
REQUEST TO PREPARE SUCH NEW SERVICE PROPOSAL.
(II)
EACH NEW SERVICES PROPOSAL WILL INCLUDE,
AMONG OTHER THINGS, (A) A REASONABLY DETAILED PROJECT PLAN AND FIXED PRICE OR
PRICE ESTIMATE FOR THE NEW SERVICE; (B) A DETAILED BREAKDOWN OF SUCH PRICE OR
ESTIMATE; (C) A DETAILED DESCRIPTION OF THE SERVICE LEVELS TO BE ASSOCIATED WITH
SUCH NEW SERVICE; (D) A SCHEDULE FOR COMMENCING AND COMPLETING THE NEW SERVICE;
(E) A DESCRIPTION OF ANY NEW HARDWARE OR SOFTWARE TO BE PROVIDED BY
9
PROVIDER IN CONNECTION WITH THE NEW SERVICE; (F) AN ESTIMATE OF THE SOFTWARE,
HARDWARE AND OTHER RESOURCES NECESSARY TO PROVIDE THE NEW SERVICE; AND (G) ANY
ADDITIONAL FACILITIES OR LABOR RESOURCES TO BE PROVIDED BY IDEARC IN CONNECTION
WITH THE PROPOSED NEW SERVICE; AND (H) A SERVICES DESCRIPTION.
(III)
IDEARC MAY ACCEPT OR REJECT ANY NEW SERVICES
PROPOSAL, OR CONDITION APPROVAL OF ANY NEW SERVICES PROPOSAL UPON THE PROVISION
OF ADDITIONAL INFORMATION BY PROVIDER, IN EACH CASE IN ITS SOLE DISCRETION.
ANY
AGREEMENT OF THE PARTIES WITH RESPECT TO NEW SERVICES SHALL BE EXPRESSED IN
WRITING AND SIGNED BY BOTH PARTIES PURSUANT TO SECTION 21.4.
UPON THE PARTIES'
EXECUTION AND DELIVERY OF A DOCUMENT REGARDING SUCH NEW SERVICES, THE SCOPE OF
THE SERVICES WILL BE DEEMED TO HAVE BEEN EXPANDED, AND THE AGREEMENT WILL BE
DEEMED AMENDED TO INCLUDE THE PARTIES' AGREEMENT WITH RESPECT TO SUCH NEW
SERVICES.
IF APPLICABLE, SUCH WRITTEN DOCUMENT MAY CONSTITUTE A NEW OR AMENDED
TRANSACTION DOCUMENT.
(IV)