SHALL ENSURE THAT THERE IS NO MATERIAL ADVERSE EFFECT ON THE
QUALITY OF THE DIRECTORY ASSISTANCE SERVICES TO NEXTEL AND NEXTEL'S CUSTOMERS.
2.2.2.
IMPLEMENTATION PLAN FOR NEW SERVICES.
ATTACHED AS SCHEDULE
2.2.2 HERETO IS AN IMPLEMENTATION PLAN DESCRIBING SERVICES THAT VENDOR DID NOT
PROVIDE UNDER THE ORIGINAL AGREEMENT, BUT WHICH WILL BE PROVIDED UNDER THIS
AGREEMENT.
VENDOR SHALL PROVIDE SUCH NEW SERVICES PURSUANT TO THE TERMS AND
CONDITIONS OF THIS AGREEMENT, INCLUDING IN ACCORDANCE WITH ALL PRICING AND
SERVICE LEVEL REQUIREMENTS, AS OF THE APPLICABLE SERVICE COMMENCEMENT DATE.
THE
IMPLEMENTATION PLAN SETS FORTH A NUMBER OF ACTIONS AND PROJECTS TO BE COMPLETED
BY VENDOR AND NEXTEL FOR THE BENEFIT OF NEXTEL, AND THE DATES BY WHICH SUCH
ACTIONS AND PROJECTS ARE TO HAVE BEEN COMPLETED.
VENDOR SHALL COMPLETE IN ALL
MATERIAL RESPECTS ALL SUCH ACTIONS AND PROJECTS BY SUCH DATES AND NEXTEL SHALL
COOPERATE IN GOOD FAITH WITH VENDOR IN ITS EFFORTS IN THIS REGARD.
VENDOR
UNDERSTANDS AND AGREES THAT TIME IS OF THE ESSENCE IN THE PERFORMANCE OF ITS
OBLIGATIONS HEREUNDER.
2.2.3.
TRANSITION OF CUSTOMER CALL TRAFFIC.
NEXTEL SHALL BE ENTITLED TO
TRANSITION CUSTOMER CALL TRAFFIC VOLUME FROM VENDOR TO AN ALTERNATIVE DIRECTORY
ASSISTANCE SERVICE PROVIDER AT ANY TIME DURING THE TERM OF THIS AGREEMENT UPON
[ . . . * * * . . . ] PRIOR WRITTEN NOTICE TO VENDOR.
SUCH NOTICE SHALL SPECIFY
THE AMOUNT OF VOLUME THAT NEXTEL INTENDS TO TRANSITION AS WELL AS THE
GEOGRAPHICAL MARKET AREAS TO BE AFFECTED.
VENDOR AND NEXTEL AGREE TO ABIDE BY
SECTION 12.4 WITH RESPECT TO ALL SUCH TRANSITIONS AND TREAT ANY SUCH TRANSITIONS
AS A DISENTANGLEMENT AS SET FORTH THEREIN.
FOR PURPOSES OF CLARIFICATION, A
TRANSITION OF CUSTOMER CALL VOLUME TRAFFIC
***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.
2
PURSUANT TO THIS SECTION SHALL NOT BE CONSIDERED A TERMINATION FOR CONVENIENCE.
2.3.
STATEMENT OF WORK.
ON THE EFFECTIVE DATE, AND AT ALL TIMES
THEREAFTER DURING THE TERM, EXCEPT AS OTHERWISE EXPRESSLY STATED HEREIN, AND
SUBJECT TO THE QUALIFICATIONS, LIMITATIONS, AND EXCLUSIONS EXPRESSED ELSEWHERE
IN THIS AGREEMENT, VENDOR SHALL PERFORM ALL OF THE TASKS AND PROVIDE NEXTEL WITH
ALL OF THE SERVICES DESCRIBED IN OR (BASED UPON A REASONABLE INTERPRETATION OF
THE PARTIES' INTENTIONS) CONTEMPLATED BY THE STATEMENT OF WORK ATTACHED AS
SCHEDULE 2.3 HERETO (THE "DAS STATEMENT OF WORK").
2.4.
SERVICE LEVEL REQUIREMENTS.
EXCEPT AS OTHERWISE SPECIFIED IN THIS
AGREEMENT, VENDOR SHALL PERFORM ALL SERVICES AT LEVELS AT LEAST IN ACCORDANCE
WITH THE SERVICE LEVELS REQUIREMENTS SET FORTH ON SCHEDULE 2.4 (THE "SERVICE
LEVEL REQUIREMENTS"). VENDOR SHALL MEASURE AND REPORT ITS PERFORMANCE AGAINST
THE SERVICE LEVELS REQUIREMENTS DURING EACH MONTH, BY THE FIFTH (5TH) BUSINESS
DAY OF THE FOLLOWING MONTH.
IN ORDER TO PROVIDE SERVICE AT LEVELS SPECIFIED,
VENDOR MAY NEED TO TEMPORARILY ROUTE CALLS TO AN ALTERNATIVE CALL CENTER.
IN
SUCH CIRCUMSTANCES, VENDOR RESERVES THE RIGHT TO SERVICE CALLS FROM ANY OF THE
CALL CENTERS DESCRIBED