CLIENT TO VENDOR.
VENDOR SHALL ENCRYPT ALL DATA SENT AND RECEIVED
ELECTRONICALLY AS REQUIRED BY CLIENT.
VENDOR SHALL NOTIFY CLIENT OF ANY
SECURITY BREACHES OR OTHER INTRUSIONS INTO OR BREACHES OF THE DELIVERY SYSTEM
USED TO PERFORM THE SERVICES AS SOON AS POSSIBLE BUT IN ANY EVENT WITHIN
TWENTY-FOUR HOURS OF SUCH OCCURRENCE.
SECTION 1.5
SERVICE IMPROVEMENTS.
IN
PROVIDING THE SERVICES, VENDOR AGREES TO USE COMMERCIALLY REASONABLE EFFORTS TO
(I) MEET INDUSTRY STANDARDS; AND (II) CONTINUALLY SEEK TO ADOPT IMPROVEMENTS,
ENHANCEMENTS AND UPDATES TO REDUCE COSTS.
SECTION 1.6
RESOURCE ALLOCATION.
THE
PARTIES AGREE THAT VENDOR MAY ALSO PROVIDE SERVICES SIMILAR TO THE SERVICES TO
OTHER CUSTOMERS AND SHARE COMMUNICATIONS AND FACILITIES, INFRASTRUCTURE AND
OTHER RESOURCES WITH OTHER CUSTOMERS, BUT NOT TO THE EXTENT A SCHEDULE PROVIDES
FOR DEDICATION OF SUCH RESOURCES TO CLIENT.
SECTION 1.7
VENDOR TRAINING.
VENDOR AGREES
TO PROVIDE TO CLIENT PERSONNEL TRAINING REGARDING THE SERVICES, INCLUDING, BUT
NOT LIMITED TO, IMPLEMENTATION, CONVERSION, OPERATIONS AND CHANGES IN THE
SERVICES, IN A MANNER AND DEGREE REASONABLY SATISFACTORY TO CLIENT.
SECTION 1.8
SCHEDULED OUTAGES.
VENDOR
SHALL GIVE CLIENT REASONABLE PRIOR WRITTEN NOTICE OF THE TIMES AND DURATIONS OF
SCHEDULED OUTAGES FOR PREVENTATIVE MAINTENANCE AND SHALL NOTIFY CLIENT OF ALL
OTHER OUTAGES AND INTERRUPTIONS IN THE SERVICES AS SOON AS PRACTICABLE.
ARTICLE 2
PAYMENT
SECTION 2.1
FEES.
CLIENT SHALL PAY VENDOR
THE FEES SET FORTH IN SCHEDULE 2.1 ("FEES") FOR SERVICES PROPERLY PERFORMED AND
INVOICED.
ALL FEES WILL BE COMPUTED THROUGH THE LAST CALENDAR DAY OF EACH
CALENDAR MONTH AND ARE DUE AND PAYABLE BY THE 20TH DAY OF THE FOLLOWING MONTH.
ALL FEES WILL BE SUBJECT TO AT LEAST ANNUAL REVIEW FOR PRICE ADJUSTMENTS;
PROVIDED, HOWEVER, SUCH PRICE ADJUSTMENTS SHALL NOT EXCEED A 10% INCREASE AT
EACH ANNUAL REVIEW.
SECTION 2.2
INVOICE DISPUTES.
CLIENT MAY
DISPUTE INVOICED AMOUNTS OR BILLING ERRORS AND/OR CREDITS UNDER THIS AGREEMENT,
AND WITHHOLD THE DISPUTED AMOUNT WHILE THE PARTIES NEGOTIATE TO RESOLVE THE
DISPUTE.
CLIENT SHALL NOT BE IN DEFAULT UNDER THIS AGREEMENT IF CLIENT
REASONABLY DISPUTES THE FEES AS PROVIDED IN THIS SECTION 2.2, AND IF CLIENT PAYS
INVOICED AMOUNTS WHICH ARE NOT IN DISPUTE.
TO DO SO, CLIENT SHALL INFORM VENDOR
OF THE BASIS FOR SUCH DISPUTE IN WRITING AS SOON AS REASONABLY PRACTICABLE AFTER
DISCOVERING THE FACTS FORMING THE BASIS FOR SUCH DISPUTE, AND CLIENT AND VENDOR
SHALL USE REASONABLE EFFORTS TO RESOLVE SUCH DISPUTE WITHIN TEN (10) DAYS.
PENDING SUCH DISPUTE RESOLUTION, THE PARTIES SHALL CONTINUE TO MEET THEIR OTHER
OBLIGATIONS UNDER THIS AGREEMENT.
IN THE EVENT THE PARTIES ARE UNABLE TO
RESOLVE SUCH DISPUTE WITHIN TEN (10) DAYS, EITHER PARTY MAY THEREAFTER REFER THE
MATTER TO ARBITRATION PURSUANT TO SECTION 12.14 HEREOF.
2
SECTION 2.3
TAXES.
CLIENT AGREES TO PAY
VENDOR THE FEDERAL OR STATE SALES, USE, OR EXCISE TAXES WHICH ARE MEASURED
DIRECTLY BY PAYMENTS MADE UNDER THIS AGREEMENT AND ARE REQUIRED BY LAW TO BE
COLLECTED BY VENDOR FROM CLIENT.
IF CLIENT PAYS ANY TAX TO VENDOR AND THE TAX
IS LATER DETERMINED NOT TO BE DUE