ANY OR NO
REASON UPON THIRTY (30) DAYS WRITTEN NOTICE TO THE OTHER PARTY, PROVIDED THAT
THERE ARE NO THEN-CURRENT STATEMENTS OF WORK.
(D)
UNLESS OTHERWISE PROVIDED IN A STATEMENT OF WORK OR OTHERWISE AGREED
BY THE PARTIES IN WRITING, USCC MAY TERMINATE ANY STATEMENT OF WORK FOR ANY OR
NO REASON UPON WRITTEN NOTICE TO CONSULTANT AT LEAST 45 DAYS PRIOR TO THE
EFFECTIVE DATE OF SUCH TERMINATION.
(E)
EITHER PARTY MAY TERMINATE A STATEMENT OF WORK IN ACCORDANCE WITH
SECTION 2.7 OR 11.4.
5.3
CONSEQUENCES OF TERMINATION.
(A)
PRIOR TO THE EFFECTIVE DATE OF SUCH TERMINATION, A FINAL INVOICE
INCLUDING ALL FEES AND CHARGES FOR SERVICES PERFORMED AND EXPENSES INCURRED
PRIOR TO AND INCLUDING THE EFFECTIVE DATE OF TERMINATION SHALL BE GENERATED AS
SET FORTH IN EACH APPLICABLE STATEMENT OF WORK, AND USCC SHALL PAY SUCH BILL IN
ACCORDANCE WITH SECTION 3.6. FOR STATEMENTS OF WORK TO BE PERFORMED FOR A FIXED
FEE, UNLESS OTHERWISE SET FORTH IN SUCH STATEMENT OF WORK, USCC SHALL BE
INVOICED AND SHALL PAY FOR FEES AND EXPENSES RELATING TO: (I) DELIVERABLES AND
OTHER MILESTONES, EACH TO THE EXTENT ACCEPTED IN ACCORDANCE WITH SECTION 2.7,
PLUS (II) FOR EACH PARTIALLY COMPLETED DELIVERABLE, AN AMOUNT EQUAL TO THE
PRODUCT OF (A) THE PERCENTAGE OF COMPLETION OF SUCH PARTIALLY-COMPLETED
DELIVERABLE STATED AS A DECIMAL, MULTIPLIED BY (B) THE FEES SET FORTH IN THE
STATEMENT OF WORK FOR SUCH DELIVERABLE IF SUCH DELIVERABLE HAD BEEN COMPLETED.
(B)
IF USCC WISHES TO TERMINATE A STATEMENT OF WORK UPON LESS THAN 30
DAYS NOTICE (OR SUCH NOTICE AS IS OTHERWISE SET FORTH IN THE APPLICABLE
STATEMENT OF WORK), USCC SHALL PAY: (I) FOR, TIME AND MATERIALS
Page 16 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.
ENGAGEMENTS, A FEE EQUAL TO THE AGGREGATE AMOUNT THAT CONSULTANT'S PERSONNEL
PERFORMING THE APPLICABLE STATEMENT OF WORK WOULD HAVE BILLED DURING EACH DAY OF
THE SHORT NOTICE PERIOD; OR (II) FOR FIXED FEE ENGAGEMENTS, THE GREATER OF
(A) THE TIME AND MATERIALS THAT CONSULTANT'S PERSONNEL PERFORMING THE APPLICABLE
STATEMENT OF WORK WOULD HAVE BILLED DURING EACH DAY OF THE SHORT NOTICE PERIOD,
AND (B) THE PRO RATED AMOUNT OF THE FIXED FEE APPLICABLE TO THE SHORT NOTICE
PERIOD.
"SHORT NOTICE PERIOD" SHALL MEAN THE NUMBER OF DAYS THAT IS EQUAL TO
THIRTY DAYS, LESS THE NUMBER OF DAYS' NOTICE OF TERMINATION PROVIDED BY USCC.
(C)
UPON THE TERMINATION OF THIS AGREEMENT, CONSULTANT SHALL DELIVER
ALL EXISTING DELIVERABLES AND ALL DELIVERABLES-IN-PROGRESS TO USCC.
(D)
EXCEPT WITH RESPECT TO ANY OF CONSULTANT'S CONFIDENTIAL INFORMATION
CONTAINED OR EMBODIED IN THE DELIVERABLES AND DELIVERABLES-IN-PROGRESS DELIVERED
TO USCC PURSUANT TO SECTION 5.3(C), UPON THE TERMINATION OF THIS AGREEMENT, EACH
PARTY SHALL RETURN TO THE OTHER PARTY ALL CONFIDENTIAL INFORMATION OF THE OTHER
PARTY (INCLUDING ALL COPIES THEREOF) AND ALL OTHER PAPERS, MATERIALS AND OTHER
PROPERTY OF THE OTHER PARTY IN SUCH PARTY'S