SERVICES PRIOR TO THE DEADLINE IMPOSED BY THE REGULATORY OR GOVERNMENTAL BODY
HAVING JURISDICTION FOR SUCH REQUIREMENT OR CHANGE. PROVIDER SHALL IMPLEMENT
SUCH MODIFICATIONS TO THE SERVICES (I) TO THE EXTENT RESULTING FROM ANY CHANGE
IN PROVIDER LAWS, AT PROVIDER'S EXPENSE, AND (II) TO THE EXTENT RESULTING FROM
ANY CHANGE IN IDEARC LAWS AS A NEW SERVICE OR
32
CHANGE ORDER.
IN NO EVENT SHALL EITHER PARTY BE OBLIGATED TO INTERPRET OR OFFER
LEGAL ADVICE REGARDING LAWS APPLICABLE TO THE OTHER PARTY.
WITH RESPECT TO
IDEARC LAWS, IDEARC SHALL RETAIN THE RIGHT, IN ITS SOLE DISCRETION, TO INTERPRET
AND DETERMINE THE IMPACT OF SUCH IDEARC LAWS ON THE SERVICES TO BE PROVIDED BY
PROVIDER.
(D)
NONCOMPLIANCE.
EACH PARTY SHALL PROMPTLY
NOTIFY THE OTHER PARTY IF IT BECOMES AWARE, OR RECEIVES AN ALLEGATION, THAT IT
IS NOT IN COMPLIANCE WITH ANY LAWS THAT RELATE TO PROVIDER'S PROVISION, OR
IDEARC'S OR THE RECEIPT AND USE, OF THE SERVICES, SPECIFYING IN REASONABLE
DETAIL THE NATURE OF THE NONCOMPLIANCE OR ALLEGED NONCOMPLIANCE AND IDENTIFYING
THE APPLICABLE LAW.
(E)
RESPONSIBILITY.
PROVIDER SHALL OBTAIN AND
MAINTAIN ALL LICENSES, APPROVALS, PERMITS AND AUTHORIZATIONS REQUIRED BY, AND
APPLICABLE TO, PROVIDER UNDER APPLICABLE LAW TO PERFORM THE SERVICES, INCLUDING
RESPONSIBILITY FOR ALL ASSOCIATED FEES AND TAXES.
PROVIDER SHALL BE RESPONSIBLE
FOR ANY FINES OR PENALTIES IMPOSED ON PROVIDER, IDEARC OR MEMBERS OF THE IDEARC
GROUP RESULTING FROM ANY FAILURE OF PROVIDER OR ITS SUBCONTRACTORS OR THIRD
PARTY PRODUCT OR SERVICE PROVIDERS TO COMPLY WITH LAWS FOR WHICH IT HAS
RESPONSIBILITY PURSUANT TO THE AGREEMENT, RESPOND IN A TIMELY MANNER TO CHANGES
IN SUCH LAWS OR TO COMPLY WITH THE TERMS AND CONDITIONS OF THE AGREEMENT TO THE
EXTENT SUCH NONCOMPLIANCE CAUSES IDEARC TO FAIL TO COMPLY WITH LAWS APPLICABLE
TO IDEARC.
IDEARC SHALL BE FINANCIALLY RESPONSIBLE FOR (I) OBTAINING ANY
LICENSE, APPROVAL OR PERMIT IN CONNECTION WITH THE USE OR RECEIPT OF SERVICES
AND (II) ANY FINES OR PENALTIES IMPOSED ON IDEARC, IDEARC GROUP MEMBERS OR OTHER
PERMITTED RECIPIENTS OF THE SERVICES RESULTING FROM ANY FAILURE OF IDEARC TO
COMPLY WITH LAWS FOR WHICH IT HAS RESPONSIBILITY PURSUANT TO THE AGREEMENT OR TO
RESPOND IN A TIMELY MANNER TO CHANGES IN SUCH LAWS.
IN ADDITION, IDEARC SHALL
BE RESPONSIBLE FOR ANY FINES OR PENALTIES IMPOSED BY A GOVERNMENTAL OR
REGULATORY BODY THAT ARE IMPOSED ON PROVIDER IF SUCH FINES OR PENALTIES WOULD
NOT HAVE BEEN IMPOSED ON PROVIDER BUT FOR PROVIDER'S COMPLIANCE WITH THE
SPECIFIC WRITTEN INSTRUCTIONS PROVIDED BY IDEARC WITH RESPECT TO IDEARC LAWS.
(F)
ASSISTANCE TO IDEARC.
UPON IDEARC'S
REASONABLE REQUEST FROM TIME TO TIME, AND IN ACCORDANCE WITH SECTION 9.7,
PROVIDER SHALL PROVIDE IDEARC WITH DATA AND REPORTS REGARDING THE SERVICES OR
IDEARC DATA THAT IS IN PROVIDER'S POSSESSION TO THE EXTENT NECESSARY FOR IDEARC
TO COMPLY WITH ALL LAWS APPLICABLE TO IDEARC.
SUBJECT TO SECTION 9.10, PROVIDER
SHALL ASSIST IDEARC IN ITS EFFORTS TO COMPLY WITH APPLICABLE LAWS (INCLUDING ANY
CHANGES TO LAWS) THAT ARE NOT RELATED TO THE SERVICES.
9.12.
SUBCONTRACTORS.
(A)
USE