YORK LAW,
WITHOUT REFERENCE TO ITS RULES REGARDING CHOICE OF LAW, SHALL HAVE THE AUTHORITY
TO GRANT ANY REMEDY THAT A COURT HEARING THE SAME CASE WOULD HAVE THE AUTHORITY
TO GRANT, PROVIDED, HOWEVER, THE ARBITRATORS WILL HAVE NO AUTHORITY TO AWARD
DAMAGES EXCLUDED BY THIS AGREEMENT, DAMAGES IN EXCESS OF THE LIMITATIONS
CONTAINED IN THIS AGREEMENT, OR INJUNCTIVE RELIEF.
THE AWARD OR DECISION
RENDERED BY THE ARBITRATORS WILL BE FINAL AND BINDING ON THE
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***Information omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for Confidential Treatment under Rule 24b-2
under the Securities Exchange Act of 1934, as amended.
PARTIES AND ANY JUDGMENT MAY BE ENTERED THEREON IN ANY COURT HAVING
JURISDICTION.
THE COST OF THE ARBITRATION IS TO BE SHARED EQUALLY BY THE
PARTIES, ALTHOUGH EACH PARTY SHALL BE RESPONSIBLE FOR ITS OWN ATTORNEYS' FEES
AND EXPENSES.
(C)
THE PARTIES ACKNOWLEDGE THAT SECTIONS 2.6, 4 AND 10 ARE ESSENTIAL
FOR THE PROTECTION OF THE PARTIES AND THAT ANY BREACH OR THREATENED BREACH OF
SUCH SECTIONS MAY CAUSE IMMEDIATE AND IRREPARABLE DAMAGE TO THE NONBREACHING
PARTY, FOR WHICH MONETARY RELIEF WOULD BE INADEQUATE OR IMPOSSIBLE TO
ASCERTAIN.
ACCORDINGLY, NOTWITHSTANDING SECTIONS 11.17(A) AND 11.17(B), THE
PARTIES AGREE THAT UPON THE EXISTENCE OF ANY BREACH OR THREATENED BREACH
THEREOF, THE NONBREACHING PARTY SHALL BE ENTITLED TO SEEK INJUNCTIVE RELIEF
RESTRAINING THE BREACHING PARTY FROM COMMITTING SUCH BREACH OR THREATENED
BREACH.
IN ADDITION, THE NONBREACHING PARTY SHALL BE ENTITLED TO ANY OTHER
REMEDIES THAT MAY BE AVAILABLE TO IT, AT LAW OR IN EQUITY. NOTHING IN THIS
AGREEMENT WILL PREVENT EITHER PARTY FROM RESORTING TO JUDICIAL PROCEEDINGS IF
INTERIM OR PROVISIONAL RELIEF FROM A COURT IS NECESSARY EITHER TO PREVENT
MATERIAL PREJUDICE TO ONE PARTY OR TO THIRD PARTIES.
11.18
PRESS RELEASES. NEITHER PARTY SHALL ISSUE ANY PRESS RELEASE
CONCERNING THIS AGREEMENT WITHOUT THE OTHER'S CONSENT.
NEITHER PARTY MAY USE
THE NAME, TRADE NAME, TRADEMARK, LOGO, ACRONYM OR OTHER DESIGNATION OF THE OTHER
IN CONNECTION WITH ANY PRESS RELEASE, ADVERTISING, MARKETING MATERIALS,
PUBLICITY MATERIALS OR OTHERWISE WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER
PARTY.
NOTWITHSTANDING THE FOREGOING, CONSULTANT MAY DISCLOSE THE IDENTITY OF
USCC AS A CUSTOMER OF CONSULTANT, PROVIDED THAT NOTHING IN SUCH DISCLOSURE SHALL
IMPLY ANY APPROVAL OR ENDORSEMENT BY USCC OF ANY OF CONSULTANT'S PRODUCTS OR
SERVICES OR THE PERFORMANCE OF SUCH SERVICES BY CONSULTANT, ITS AFFILIATES, OR
ITS SUBCONTRACTORS.
11.19
MEASURED PERFORMANCE.
CONSULTANT SHALL PARTICIPATE IN REGULAR
MEASURED PERFORMANCE REVIEWS TO ADDRESS KEY AREAS OF PERFORMANCE, SUBSTANTIALLY
AS OUTLINED IN THE FORM OF ITEMS 6 AND 7 OF EXHIBIT D.
11.20
USCC PREFERRED VENDOR STATUS. CONSULTANTS MEETING ALL OR
SUBSTANTIALLY ALL OF THE REQUIREMENTS LISTED IN EXHIBIT D MAY BE AFFORDED THE
STATUS OF "U.S. CELLULAR PREFERRED VENDOR."
USCC MAY RESTRICT THE AWARDING OF
CONTRACTS FOR SERVICES TO THOSE CONSULTANTS MEETING THE STANDARDS SET FORTH
THEREIN.
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Commission pursuant to a request for