FAILURE TO PERFORM, OR DELAY IN
PERFORMING, ITS RESPONSIBILITIES UNDER THE AGREEMENT OR TO MEET THE SERVICE
LEVELS SHALL BE EXCUSED IF, AND TO THE EXTENT THAT, PROVIDER DEMONSTRATES THAT
ITS NON-PERFORMANCE IS PROXIMATELY CAUSED BY THE FAILURE OF IDEARC (OR ANY
IDEARC THIRD-PARTY CONTRACTOR) TO PERFORM IDEARC'S EXPRESSLY SPECIFIED
OBLIGATIONS UNDER THE AGREEMENT; PROVIDED THAT (I) PROVIDER PROVIDES IDEARC
REASONABLY PROMPT WRITTEN NOTICE OF SUCH FAILURE TO PERFORM AND PROVIDER'S
INABILITY TO PERFORM UNDER SUCH CIRCUMSTANCES, (II) PROVIDER PROVIDES IDEARC
WITH A REASONABLE OPPORTUNITY TO CORRECT SUCH FAILURE TO PERFORM IF PRACTICABLE
UNDER THE CIRCUMSTANCES AND THEREBY AVOID SUCH PROVIDER NON-PERFORMANCE,
(III) PROVIDER IDENTIFIES AND EXERCISES COMMERCIALLY REASONABLE EFFORTS TO AVOID
OR MITIGATE THE IMPACT OF SUCH FAILURE TO PERFORM AND (IV) PROVIDER USES
COMMERCIALLY REASONABLE EFFORTS TO PERFORM NOTWITHSTANDING SUCH FAILURE TO
PERFORM.
(C)
PROVIDER SHALL BE RESPONSIBLE FOR THE
PROVISION OF THE SERVICES IN ACCORDANCE WITH THE AGREEMENT EVEN IF, BY AGREEMENT
OF THE PARTIES, SUCH SERVICES ARE PERFORMED OR DEPENDENT UPON SERVICES PERFORMED
BY PROVIDER PERSONNEL OR IDEARC THIRD-PARTY CONTRACTORS FOR WHICH PROVIDER HAS
OPERATIONAL RESPONSIBILITY.
12
4.10.
PROCESSING NORMS.
IDEARC AND PROVIDER ACKNOWLEDGE AND AGREE THAT, AS PART OF THE SERVICES,
PROVIDER WILL BE RESPONSIBLE FOR PROCESSING CERTAIN ORDERS INTO IDEARC'S ACCOUNT
MANAGEMENT SYSTEMS.
THE AM TRANSACTION DOCUMENT AND THE POLICIES AND PROCEDURES
MANUAL WILL ESTABLISH THE NORMS AND PROCEDURES FOR PROVIDER'S ENTRY OF SUCH
ORDERS ("PROCESSING NORMS").
PROVIDER SHALL BE ENTITLED TO RELY ON AND ACT IN
ACCORDANCE WITH SUCH PROCESSING NORMS AS THE SAME MAY BE UPDATED FROM TIME TO
TIME UPON NOTICE TO PROVIDER.
4.11.
PROCESSING TRANSACTIONS.
THE APPLICABLE TRANSACTION DOCUMENT OR ANY ATTACHMENTS THERETO MUTUALLY AGREED
AND SIGNED BY THE PARTIES SHALL DESCRIBE THE DELIVERY METHOD FOR TRANSMISSION OF
PROCESSED TRANSACTIONS AND/OR REPORTING BY PROVIDER IF APPLICABLE TO THE
SERVICES BEING PROVIDED UNDER SUCH TRANSACTION DOCUMENT.
PROVIDER AGREES TO
CONFORM THE SERVICES AND DELIVERIES IN ACCORDANCE WITH SUCH ESTABLISHED
PROCEDURE SET FORTH IN THE APPLICABLE TRANSACTION DOCUMENT AND/OR APPLICABLE
ATTACHMENTS THERETO.
ARTICLE V
SERVICE LEVELS
5.1.
General.
Provider shall perform the Services
at such levels of accuracy, quality, timeliness, responsiveness and productivity
and otherwise in such a manner as to meet or exceed the higher of (i) practices
and professional standards generally followed by the Peer Group; and (ii) the
documented or otherwise verifiable levels achieved by or on behalf of Idearc for
services similar to the Services.
In addition, Provider shall perform the
Services so as to meet or exceed the KPI's and GPI's set forth in each
Transaction Document (collectively, the "Service Levels"); provided, however,
that to the extent the Parties have established a KPI or GPI for a specific
Service, the obligations described in the first sentence of this Section 5.1
shall not be construed to alter, expand, diminish or supersede such KPI or GPI.
5.2.
PERFORMANCE CREDITS.
(A)
PERFORMANCE CREDITS.
PROVIDER RECOGNIZES
THAT IDEARC IS PAYING PROVIDER TO DELIVER CERTAIN SERVICES AT SPECIFIED SERVICE
LEVELS.
SUBJECT TO SECTIONS 4.9(B) AND 5.7, IF PROVIDER FAILS TO MEET