OR LICENSED TO NEXTEL, OR ARE
PROVIDED TO NEXTEL BY THIRD PARTY SERVICE PROVIDERS (COLLECTIVELY, THE "NEXTEL
RESOURCES"), AND FOR ENSURING THAT (II) NONE OF THE SERVICES OR OTHER ITEMS
PROVIDED TO NEXTEL BY VENDOR SHALL BE ADVERSELY AFFECTED BY, OR SHALL ADVERSELY
AFFECT, THE NEXTEL RESOURCES OR ANY SERVICES PROVIDED BY ANY SUCH THIRD PARTY
PROVIDERS, WHETHER AS TO FUNCTIONALITY, SPEED, SERVICE LEVELS,
INTERCONNECTIVITY, RELIABILITY, AVAILABILITY, PERFORMANCE, RESPONSE TIMES, OR
OTHERWISE.
VENDOR FURTHER AGREES THAT TO THE EXTENT THAT ANY EQUIPMENT,
INTERFACES OR OTHER TECHNOLOGY NEEDS TO BE PROCURED, DEVELOPED, AND/OR MODIFIED
IN ORDER FOR THE PROVIDED RESOURCES TO INTEGRATE FULLY AND SUCCESSFULLY, AND BE
COMPATIBLE, WITH THE NEXTEL RESOURCES AFTER EXECUTION OF THIS AGREEMENT, VENDOR
SHALL ASSUME RESPONSIBILITY, AT THE COMMERCIALLY REASONABLE REQUEST OF NEXTEL
FOR SUCH PROCUREMENT, DEVELOPMENT, AND/OR MODIFICATION, LIMITED TO THE TYPES OF
DEVELOPMENT OR MODIFICATION SERVICES OTHERWISE REQUIRED OF VENDOR UNDER THIS
AGREEMENT.
FOR PURPOSES OF THE FOREGOING, THE "REASONABLENESS" OF NEXTEL'S
REQUEST SHALL TAKE INTO ACCOUNT ESTABLISHED INDUSTRY TECHNICAL STANDARDS.
NOTHING IN THIS SECTION SHALL IN ANY WAY LIMIT OR RESTRICT VENDOR'S OBLIGATION
TO MEET THE REQUIREMENTS OF THE DAS STATEMENT OF WORK AND TO PROVIDE THE
SERVICES.
***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.
5
3.2.
COOPERATION.
VENDOR SHALL COOPERATE, AS REASONABLY REQUESTED BY
NEXTEL, WITH OTHER SERVICE PROVIDERS OF NEXTEL TO COORDINATE THE PROVISION OF
SERVICES WITH THE SERVICES AND SYSTEMS OF SUCH OTHER SERVICE PROVIDERS ACTING IN
GOOD FAITH, WHERE VENDOR'S SERVICES HAVE A MATERIAL IMPACT ON SUCH SERVICES.
SUCH COORDINATION SHALL INCLUDE: (I) FACILITATING WITH SUCH OTHER RELEVANT
SERVICE PROVIDERS THE TIMELY RESOLUTION OF ALL PROBLEMS THAT MAY ARISE AND
IMPACT THE SERVICES OR THE PROVISION THEREOF, REGARDLESS OF THE ACTUAL OR
SUSPECTED ROOT-CAUSE OF SUCH PROBLEMS, AND USING COMMERCIALLY REASONABLE EFFORTS
TO OBTAIN AND MAINTAIN THE ACTIVE PARTICIPATION, COOPERATION AND INVOLVEMENT OF
SUCH OTHER SERVICE PROVIDERS AS IS REQUIRED FOR SUCH PROBLEM RESOLUTION;
(II) PROVIDING INFORMATION CONCERNING ANY OR ALL OF THE PROVIDED RESOURCES OR
THE DATA, COMPUTING ENVIRONMENT, AND TECHNOLOGY DIRECTION USED IN PROVIDING THE
SERVICES, SUBJECT TO APPROPRIATE CONFIDENTIALITY AGREEMENTS ADDRESSING THE
PROTECTION OF INTELLECTUAL PROPERTY, TRADE SECRETS AND OTHER COMPETITIVELY
SENSITIVE INFORMATION; (III) WORKING WITH OTHER SERVICE PROVIDERS IN THE
IMPLEMENTATION AND INTEGRATION OF THE SERVICES WITH THE NEXTEL RESOURCES IN
NEXTEL'S ENVIRONMENT AND, AS REASONABLY REQUESTED, THE INTEGRATION AND
INTERFACING OF THE SERVICES OF SUCH OTHER SERVICE PROVIDERS WITH THE SERVICES,;
(IV) PROVIDING REASONABLE ACCESS TO AND USE OF THE PROVIDED RESOURCES,;
(V) ENSURING THE CONTINUED INTEGRATION AND PROVISION OF THE SERVICES IN
ACCORDANCE WITH THE AGREEMENT (AND THE SCHEDULES HERETO AND THE DELIVERABLES
HEREUNDER) WITH THE NEXTEL RESOURCES AS SUCH MAY BE UPGRADED, MODIFIED, OR
REPLACED FROM TIME TO TIME; AND (VI) PERFORMING TASKS REASONABLY ASSIGNED TO
VENDOR IN CONNECTION WITH THE SERVICES AND THE FOREGOING ACTIVITIES DESCRIBED IN
THIS SENTENCE.
[ . . . * * * . . . ]
NOTHING