THE BREACHING PARTY SHALL BE LIABLE TO THE OTHER
PARTY FOR ANY DIRECT DAMAGES RESULTING FROM THE OCCURRENCE GIVING RISE TO
TERMINATION.
TERMINATION SHALL NOT CONSTITUTE A PARTY'S EXCLUSIVE REMEDY FOR
ANY DEFAULT INCLUDING FOR ANY DESIGNATED DEFAULT, AND NEITHER PARTY SHALL BE
DEEMED TO HAVE WAIVED ANY OF ITS RIGHTS ACCRUING HEREUNDER PRIOR TO SUCH
DEFAULT.
IF EITHER PARTY TERMINATES THIS AGREEMENT AS A RESULT OF A CLAIMED
DEFAULT BY THE OTHER PARTY AND SUCH OTHER PARTY DOES NOT AGREE THAT A DEFAULT
WAS COMMITTED, THEN SUCH OTHER PARTY SHALL HAVE THE RIGHT TO AVAIL ITSELF OF ALL
DEFENSES AND REMEDIES AVAILABLE TO IT AT LAW, IN EQUITY, BY STATUTE, OR
OTHERWISE.
11.5.2.
EXIT FEES.
IN THE CASE OF A NEXTEL TERMINATION FOR CONVENIENCE
PURSUANT TO SECTION 11.2.2, NEXTEL SHALL PAY ANY PROPERLY INVOICED EXIT FEE AS
PROVIDED IN SECTION 6.2.2.
11.5.3.
TRANSITION.
IN THE EVENT OF ANY TERMINATION, VENDOR SHALL
EFFECT A DISENTANGLEMENT PURSUANT TO SECTION 12.
11.5.4.
SURVIVAL.
NOTWITHSTANDING THE OCCURRENCE OF A TERMINATION DATE,
THIS AGREEMENT SHALL CONTINUE THROUGH COMPLETION OF THE DISENTANGLEMENT
DESCRIBED IN SECTION 12.
IN ADDITION, THE OBLIGATIONS AND RIGHTS OF THE PARTIES
PURSUANT TO SECTIONS 0, 7, 8, 9, 10, 11, 12, 13 AND 14 AND NEXTEL'S PAYMENT
OBLIGATIONS FOR SERVICES APPLICABLE TO PERIODS PRIOR TO COMPLETION OF
DISENTANGLEMENT, AND ANY PROVISIONS WHICH EXPRESSLY PROVIDE FOR CONTINUATION
BEYOND THE TERM SHALL CONTINUE AND SURVIVE THE TERMINATION OR EXPIRATION OF THIS
AGREEMENT.
***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.
26
12.
DISENTANGLEMENT
12.1.
TERM OF DISENTANGLEMENT.
THE DISENTANGLEMENT PROCESS SHALL BEGIN ON
THE EARLIER OF THE FOLLOWING DATES (AS APPLICABLE, THE "DISENTANGLEMENT
COMMENCEMENT DATE"):
(A) SIXTY (60) CALENDAR DAYS PRIOR TO THE END OF THE
INITIAL OR ANY RENEWAL TERM THAT NEXTEL HAS NOT ELECTED TO EXTEND PURSUANT TO
SECTION 11.1; (B) THE DATE A TERMINATION NOTICE IS DELIVERED PURSUANT TO
SECTIONS 11.3 OR 11.4; OR (C) THE DATE A NOTICE OF CUSTOMER CALL TRAFFIC VOLUME
TRANSITION IS DELIVERED PURSUANT TO SECTION 2.2.2.
VENDOR SHALL PROVIDE
DISENTANGLEMENT UNTIL IT HAS COMPLETED THE OBLIGATIONS OF THIS SECTION 12.
VENDOR'S OBLIGATION TO CONTINUE TO PROVIDE THE SERVICES SHALL CONTINUE UNTIL THE
EARLIER OF (I) COMPLETION OF A TRANSITION TO A NEW SERVICE PROVIDER AS PROVIDED
IN THIS SECTION 12, OR (II) SIX (6) MONTHS AFTER ANY TRANSITION DATE.
12.2.
DISENTANGLEMENT PLAN.
THE PARTIES, AND, IF NEXTEL ELECTS TO ENGAGE
ONE, THE THIRD-PARTY SERVICE PROVIDER DESIGNATED BY NEXTEL AS THE PARTY TO WHOM
RESPONSIBILITY FOR THE SERVICES SHALL BE TRANSITIONED, SHALL CONFER AND
NEGOTIATE IN GOOD FAITH TO REACH MUTUAL AGREEMENT ON AND EXECUTE, WITHIN THIRTY
(30) CALENDAR DAYS AFTER THE DISENTANGLEMENT COMMENCEMENT DATE, A REASONABLY
DETAILED DISENTANGLEMENT TRANSITION PLAN ("DISENTANGLEMENT TRANSITION PLAN").
12.3.
FEES.
ALL SERVICES PERFORMED BY VENDOR DURING THE TRANSITION SHALL BE
PERFORMED BY VENDOR AT NO ADDITIONAL COST TO NEXTEL BEYOND WHAT NEXTEL WOULD PAY
FOR THE SERVICES ABSENT THE TERMINATION.
12.4.