THIS SECTION 2.2(B), THE AGREEMENT MANAGERS WILL USE GOOD FAITH
EFFORTS TO AGREE UPON (I) WAYS TO IMPROVE THE PERFORMANCE OF SUCH CONSULTANT'S
EMPLOYEE OR AGENT, AND (II) A REASONABLE CURE PERIOD NOT TO EXCEED FOURTEEN
DAYS. USCC RESERVES THE RIGHT TO DENY ACCESS TO ITS PREMISES TO ANY SUCH
INDIVIDUAL ON REASONABLE ADVANCE NOTICE TO CONSULTANT.
(C)
EXCEPT TO THE EXTENT PROVIDED IN A STATEMENT OF WORK OR OTHERWISE
AGREED BY THE PARTIES IN WRITING, ALL CONSULTANT PERSONNEL PERFORMING THE
SERVICES AT OR NEAR USCC'S FACILITIES SHALL BE BASED IN THAT VICINITY, AND USCC
SHALL NOT BE RESPONSIBLE FOR ANY TRAVEL, MILEAGE OR LIVING EXPENSES WITH RESPECT
TO SUCH PERSONNEL.
(D)
EACH PARTY SHALL DESIGNATE (I) ONE MANAGER (EACH, AN "AGREEMENT
MANAGER") WHO SHALL BE RESPONSIBLE FOR IMPLEMENTING THIS AGREEMENT AND FOR
PROVIDING TIMELY MANAGEMENT DECISIONS AS REQUIRED RELATING TO THIS AGREEMENT,
AND (II) FOR EACH STATEMENT OF WORK, ONE PROJECT MANAGER (EACH, A "PROJECT
MANAGER") WHO SHALL BE RESPONSIBLE FOR PROVIDING TIMELY MANAGEMENT DECISIONS AS
REQUIRED RELATING TO SUCH STATEMENT OF WORK.
ANY AGREEMENT MANAGER OR PROJECT
MANAGER MAY BE REPLACED FROM TIME TO TIME BY THE DESIGNATING PARTY UPON WRITTEN
NOTICE TO THE OTHER PARTY.
2.3
SCHEDULE.
A SOW MAY CONTAIN A TIME SCHEDULE FOR COMPLETION OF
THE SERVICES REQUIRED THEREUNDER (THE "SCHEDULE").
UNLESS OTHERWISE SPECIFIED
IN A SOW, USCC AND CONSULTANT EXPRESSLY ACKNOWLEDGE AND AGREE THAT, SUBJECT TO
SECTION 2.5, ALL SCHEDULES ARE FIRM OR FIXED PERFORMANCE DATES, AND CONSULTANT
SHALL COMPLETE SUCH SERVICES IN ACCORDANCE WITH THE SCHEDULE.
ANY CHANGES TO
THE SCHEDULE SHALL BE MADE IN ACCORDANCE WITH SECTION 2.4.
2.4
CHANGES TO SOW.
EACH PARTY MAY REQUEST CHANGES THAT AFFECT THE
SCOPE OR DURATION OF THE SERVICES RELATING TO ANY STATEMENT OF WORK, INCLUDING
CHANGES IN THE SPECIFICATIONS AND DELIVERABLES.
EACH PARTY ALSO MAY REQUEST A
CHANGE IN THE SCHEDULE WITHOUT CHANGING THE SCOPE OF THE APPLICABLE STATEMENT OF
WORK.
IF A PARTY REQUESTS ANY SUCH CHANGE, CONSULTANT SHALL NOTIFY USCC IF IT
BELIEVES THAT AN ADJUSTMENT IN THE FEES TO BE PAID TO CONSULTANT WITH RESPECT TO
THE APPLICABLE STATEMENT OF WORK, OR AN ADJUSTMENT TO
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***Information omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for Confidential Treatment under Rule 24b-2
under the Securities Exchange Act of 1934, as amended.
THE APPLICABLE SCHEDULE, IS REQUIRED.
THE PARTIES SHALL THEN NEGOTIATE IN GOOD
FAITH A REASONABLE AND EQUITABLE ADJUSTMENT IN EACH OR ANY OF THE APPLICABLE
FEES, DELIVERABLES, SERVICES, SCHEDULE OR SPECIFICATIONS.
CONSULTANT SHALL
CONTINUE TO PERFORM PURSUANT TO THE EXISTING STATEMENT OF WORK, AND NEITHER
PARTY SHALL BE BOUND BY ANY CHANGE REQUESTED BY THE OTHER PARTY, UNTIL SUCH
CHANGE HAS BEEN ACCEPTED IN WRITING BY THE OTHER PARTY.
2.5
USCC OBLIGATIONS.
USCC'S OBLIGATIONS IN CONNECTION WITH A
PARTICULAR ENGAGEMENT, IF ANY, SHALL BE SET FORTH IN THE APPLICABLE STATEMENT OF
WORK.
USCC SHALL COOPERATE WITH CONSULTANT IN THE PERFORMANCE OF THE SERVICES
HEREUNDER, INCLUDING, WITHOUT LIMITATION, PROVIDING CONSULTANT WITH REASONABLE