ITS AFFILIATES, ACTUAL OR PROSPECTIVE SUBCONTRACTORS, OR ANY OTHER
PERSON.
5.5.
DISPUTE RESOLUTION.
5.5.1.
PROBLEMS.
IN THE EVENT OF A DISPUTE HEREUNDER, THE STEERING
COMMITTEE SHALL DISCUSS AND MAKE AN EFFORT TO RESOLVE SUCH DISPUTE AT OR PRIOR
TO THE NEXT SCHEDULED STEERING COMMITTEE MEETING.
IF THE STEERING COMMITTEE
SHALL HAVE EXECUTED A WRITTEN RESOLUTION OF THE DISPUTE, EACH PARTY SHALL BEGIN
PERFORMANCE IN ACCORDANCE WITH SUCH RESOLUTION, PROVIDED THAT NO
***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.
11
AGREEMENT OF THE STEERING COMMITTEE MAY AMEND OR MODIFY THE TERMS OF THIS
AGREEMENT WITHOUT THE CONCURRENCE OF AUTHORIZED MANAGEMENT FROM BOTH PARTIES.
AT ANY TIME, A PARTY MAY REFER A DISPUTE TO BE RESOLVED BY THE SENIOR VICE
PRESIDENT-PRODUCTS AND SERVICES OR SENIOR VICE PRESIDENT-ENGINEERING AND
OPERATIONS OF NEXTEL AND THE CHIEF FINANCIAL OFFICER OF VENDOR (THE "SENIOR
EXECUTIVES").
5.5.2.
UNRESOLVED DISPUTES.
IF ANY DISPUTE ARISES BETWEEN THE
PARTIES, AND THE DISPUTED MATTER HAS NOT BEEN RESOLVED BY THE STEERING COMMITTEE
WITHIN TEN (10) BUSINESS DAYS AFTER SUCH DISPUTE HAS COME TO THEIR ATTENTION,
AND THE DISPUTED MATTER HAS NOT BEEN RESOLVED BY THE SENIOR EXECUTIVES, WITHIN
TWENTY (20) ADDITIONAL CALENDAR DAYS, OR SUCH LONGER PERIOD AS AGREED TO IN
WRITING BY THE PARTIES, AND WITHOUT REGARD TO WHETHER EITHER PARTY HAS CONTESTED
WHETHER THESE PROCEDURES, INCLUDING THE DUTY OF GOOD FAITH, HAVE BEEN FOLLOWED,
EACH PARTY SHALL HAVE THE RIGHT TO COMMENCE ANY LEGAL PROCEEDING IN A COURT OF
COMPETENT JURISDICTION AS PERMITTED BY LAW.
5.5.3.
NO TERMINATION OR SUSPENSION OF SERVICES.
NOTWITHSTANDING
ANYTHING TO THE CONTRARY CONTAINED HEREIN, AND EVEN IF ANY DISPUTE ARISES
BETWEEN THE PARTIES AND REGARDLESS OF WHETHER OR NOT IT REQUIRES AT ANY TIME THE
USE OF THE DISPUTE RESOLUTION PROCEDURES DESCRIBED ABOVE, IN NO EVENT NOR FOR
ANY REASON SHALL VENDOR INTERRUPT THE PROVISION OF SERVICES TO NEXTEL OR PERFORM
ANY OTHER ACTION THAT PREVENTS, SLOWS DOWN, OR REDUCES IN ANY WAY THE PROVISION
OF SERVICES OR NEXTEL'S ABILITY TO CONDUCT ITS BUSINESS, UNLESS:
(I) AUTHORITY
TO DO SO IS GRANTED BY NEXTEL IN WRITING OR CONFERRED BY A COURT OF COMPETENT
JURISDICTION; (II) THIS AGREEMENT HAS BEEN TERMINATED PURSUANT TO SECTION 11; OR
(III) NEXTEL HAS FAILED TO PROPERLY PAY ANY UNDISPUTED INVOICED FEES, IN
ACCORDANCE WITH SECTION 6.7, PAYMENT OF INVOICES, BELOW, SUBJECT TO COMPLIANCE
WITH ALL APPLICABLE NOTICE AND CURE PERIODS PROVIDED FOR IN SECTIONS 6.7 AND 11.
5.5.4.
INJUNCTIVE RELIEF.
NEITHER PARTY SHALL BE OBLIGATED TO FOLLOW
THE PROCEDURES SET FORTH IN SECTIONS 5.5.1 AND 5.5.2 IN ORDER TO SEEK INJUNCTIVE
RELIEF FOR VIOLATIONS OF SECTION 5.5, SECTION 7 OR SECTION 13.4.
6.
PRICE AND PAYMENT TERMS
6.1.
TOTAL PRICE.
THE TOTAL CONSIDERATION PAYABLE TO VENDOR UNDER THIS
AGREEMENT SHALL CONSIST OF (I) SERVICE FEES; AND (II) THE CHARGES, IF ANY,
INCURRED PURSUANT TO THIS SECTION 6, PROVIDED THAT VENDOR'S INVOICES FOR ANY
SUCH CHARGES SHALL BE REDUCED BY