REASONABLE EFFORTS TO REPAIR OR REPLACE THE
DEFECTIVE DELIVERABLES OR SERVICES WITHIN 60 DAYS (THE "CURE PERIOD") AFTER
BEING NOTIFIED OF SUCH BREACH BY USCC AND THAT USCC WILL REQUIRE A REFUND OF THE
FEES PAID FOR SUCH DEFECTIVE DELIVERABLE IF SUCH NON-CONFORMITY IS NOT
CORRECTED.
IF CONSULTANT FAILS TO REPAIR OR REPLACE SUCH DEFECTIVE DELIVERABLES
WITHIN 60 DAYS AFTER BEING NOTIFIED OF SUCH BREACH BY USCC, CONSULTANT SHALL,
SUBJECT TO SECTION 11.17, REFUND TO USCC THE FEES AND EXPENSES PAID BY USCC TO
CONSULTANT FOR: (I) SUCH DEFECTIVE DELIVERABLES, AND (II) ANY INITIAL SERVICES
OR DELIVERABLES THAT WERE PREVIOUSLY PAID FOR IN WHOLE OR IN PART BY USCC UNDER
SUCH STATEMENT OF WORK IN WHICH THE INITIAL SERVICES OR DELIVERABLES WERE
IDENTIFIED AS BEING PART OF AN AGGREGATED DELIVERABLE; PROVIDED THAT: (A) SUCH
DEFECTIVE DELIVERABLES WERE IDENTIFIED IN SUCH STATEMENT OF WORK AS BEING PART
OF THE AGGREGATED DELIVERABLE; (B) THE VALUE TO USCC OF THE INITIAL SERVICES OR
DELIVERABLES IS MATERIALLY
Page 19 of 66
***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.
DIMINISHED BECAUSE SUCH INITIAL SERVICES OR DELIVERABLES WILL NOT BE PART OF THE
AGGREGATED DELIVERABLE; (C) THE INITIAL SERVICES OR DELIVERABLES HAVE BEEN IN
COMMERCIAL USE FOR LESS THAN ONE HUNDRED (100) DAYS; AND (D) USCC CEASES
COMMERCIAL USE OF THE INITIAL SERVICES OR DELIVERABLES AT OR BEFORE THE END OF
THE CURE PERIOD AND RETURNS TO CONSULTANT THE DELIVERABLES THAT ARE PART OF SUCH
INITIAL SERVICES OR DELIVERABLES.
THE FOREGOING SHALL BE USCC'S SOLE REMEDY FOR
SUCH BREACH.
NOTWITHSTANDING THE FOREGOING, ANY WARRANTY PERIOD FOR CUSTOM
SOFTWARE WILL BE SPECIFIED IN THE APPLICABLE STATEMENT OF WORK.
7.4
VIRUSES.
CONSULTANT REPRESENTS AND WARRANTS TO USCC THAT IT
WILL USE COMMERCIALLY REASONABLE MEANS TO ENSURE THAT ITS PERFORMANCE OF THE
SERVICES AND THE SERVICES THEMSELVES WILL NOT INTRODUCE VIRUSES OR OTHER HARMFUL
ELEMENTS DESIGNED TO DISRUPT THE ORDERLY OPERATION OF, OR IMPAIR THE INTEGRITY
OF DATA FILES RESIDENT ON, ANY OF USCC'S HARDWARE.
CONSULTANT FURTHER
REPRESENTS AND WARRANTS TO USCC THAT CONSULTANT SHALL USE THE LATEST GENERALLY
AND COMMERCIALLY AVAILABLE (IN THE UNITED STATES) AND MOST COMPREHENSIVE VIRUS
DETECTION/SCANNING PROGRAMS, FROM A REPUTABLE VENDOR OF ANTI-VIRUS SOFTWARE, TO
PROTECT USCC'S SYSTEMS AND DATA.
CONSULTANT FURTHER REPRESENTS AND WARRANTS TO
USCC THAT, AS OF THE DATE EACH DELIVERABLE IS DELIVERED TO USCC, SUCH
DELIVERABLE SHALL NOT CONTAIN ANY SUCH VIRUS OR OTHER HARMFUL ELEMENT.
7.5
DISCLAIMER.
CONSULTANT MAKES NO OTHER REPRESENTATIONS OR
WARRANTIES, EXPRESS OR IMPLIED, IN RELATION TO THE SERVICES PROVIDED HEREUNDER,
OTHER THAN AS MAY BE SPECIFICALLY SET FORTH HEREIN. WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY OTHER STATUTORY
WARRANTIES OF ANY KIND ARE HEREBY WAIVED.
USCC EXPRESSLY AGREES THAT CONSULTANT
DOES NOT REPRESENT OR WARRANT THAT SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
8.
INDEMNIFICATION.
8.1
INDEMNIFICATION BY CONSULTANT.
(A)
CONSULTANT SHALL INDEMNIFY, DEFEND AND HOLD USCC, ITS