RELIANCE'S RIGHT TO SUSPEND WORK.
3.15.1
RELIANCE MAY (I) AT ANY TIME AND UPON [***] PRIOR WRITTEN NOTICE
TO THE VENDOR, ORDER THE VENDOR, IN WRITING, TO SUSPEND ANY PART OF THE WORK
(INCLUDING ANY PURCHASE ORDERS) FOR SUCH REASONABLE PERIOD OF TIME AS RELIANCE
MAY REASONABLY DETERMINE TO BE APPROPRIATE FOR ITS CONVENIENCE, AND/OR (II)
DELAY SHIPMENT OF PRODUCTS WITH AT LEAST [***] WRITTEN NOTICE PRIOR TO THE
SHIPMENT OF THE PRODUCTS.
IF ANY SUSPENSION OR DELAY OF WORK UNDER (I) OR (II)
ABOVE CONTINUES FOR A PERIOD EXCEEDING (A) [***] THEN RELIANCE SHALL BE LIABLE
TO PAY VENDOR REASONABLE ACTUAL COSTS DIRECTLY ATTRIBUTABLE TO THE EXPATRIATE
PERSONNEL DEPLOYED FOR ANY SUCH SUSPENDED SERVICES PORTION OF THE WORK; OR (B)
[***] THEN RELIANCE SHALL BE LIABLE TO PAY VENDOR REASONABLE ACTUAL COSTS
DIRECTLY ATTRIBUTABLE TO THE INDIAN PERSONNEL DEPLOYED FOR ANY SUCH SUSPENDED
SERVICES PORTION OF THE WORK, PROVIDED THAT, THE VENDOR DEMONSTRATES TO THE
REASONABLE SATISFACTION OF RELIANCE THAT IT WAS UNABLE TO RE-DEPLOY ITS
PERSONNEL DESPITE BEST EFFORTS AND SUCH COSTS ARE NOT OTHERWISE PAID OR PAYABLE
TO VENDOR UNDER THE DOCUMENTS. IF ANY SUSPENSION OF THE WORK CONTINUES FOR A
PERIOD OF MORE THAN [***] RELIANCE SHALL PAY VENDOR ACTUAL OUT OF POCKET CASH
STORAGE COSTS FOR EQUIPMENT DIRECTLY AFFECTED BY SUCH SUSPENSION FROM THE
SCHEDULED SHIPMENT DATE. RELIANCE SHALL HAVE THE RIGHT TO AUDIT THE ACCURACY OF
SUCH COSTS IN ACCORDANCE WITH THE PROCEDURE SET OUT IN SECTION 12.11. FURTHER,
IN THE EVENT SUCH SUSPENSION OF THE WORK EXTENDS BEYOND A PERIOD OF [***]
PARTIES SHALL DISCUSS A MUTUALLY ACCEPTABLE MANNER FOR MITIGATING SUCH
SUSPENSION OF THE WORK AND VENDOR SHALL BE ENTITLED TO INVOICE RELIANCE AND BE
PAID FOR THE VALUE OF THE WORK SO SUSPENDED.
ANY REQUEST BY THE VENDOR FOR A
CHANGE IN THE SPECIFICATIONS CAUSED BY RELIANCE'S SUSPENSION OF THE WORK
PURSUANT TO THIS SECTION 3.15 SHALL BE SUBJECT TO THE REVIEW AND REASONABLE
ACCEPTANCE OF RELIANCE.
NO MODIFICATION TO THE SPECIFICATIONS SHALL BE MADE TO
THE EXTENT THAT PERFORMANCE IS, WAS OR WOULD HAVE BEEN SUSPENDED, DELAYED OR
INTERRUPTED FOR ANY OTHER CAUSE DUE TO THE VENDOR'S FAULT OR IF THE SUSPENSION
HAD NO EFFECT ON AGREED UPON PERFORMANCE DEADLINES SET FORTH IN THE DOCUMENTS.
The above provision shall not affect Vendor's right to invoice Equipment
delivered under Section 5.3 and Section 5.4 of the Broadband Access Equipment
Contract and invoice Software delivered under Section 7.3 and Section 7.4 of the
Broadband Access Software Contract.
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3.15.2
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THE
DOCUMENTS, RELIANCE SHALL BE ENTITLED TO SUSPEND THE OPERATIONS OR PERFORMANCE
OF ANY PURCHASE ORDER (INCLUDING DELIVERY) AFTER [***] NOTICE IN WRITING TO
VENDOR IF IN THE REASONABLE OPINION OF RELIANCE, THE VENDOR MATERIALLY FAILS TO
PERFORM ITS OBLIGATIONS IN ACCORDANCE WITH THE DOCUMENTS.
UPON RECEIPT OF SUCH
NOTICE AND WITHIN [***] OF SUCH RECEIPT, AT THE REQUEST OF VENDOR THE MATTERS
DESCRIBED IN THE NOTICE SHALL BE REFERRED TO THE HIGHER MANAGEMENT OF