SHALL BE USCC'S SOLE REMEDY FOR SUCH
NON-CONFORMITY.
2.8
REPLACEMENT OF PERSONNEL.
(A)
IF ANY CONSULTANT EMPLOYEE OR AGENT PERFORMING SERVICES HEREUNDER
SOLELY AT USCC'S SITE IS REPLACED (I) FOR THE REASONS SET FORTH IN
SECTION 2.2(B)(I), OR (II) BY CONSULTANT OTHER THAN AT USCC'S DIRECTION, THE
CHOICE OF REPLACEMENT PERSONNEL SHALL BE SUBJECT TO USCC'S APPROVAL, WHICH WILL
NOT BE UNREASONABLY WITHHELD.
IN ADDITION, CONSULTANT SHALL NOT CHARGE USCC FOR
ACTIVITIES RELATING TO REQUIRED KNOWLEDGE TRANSFER TO THE REPLACEMENT AND
OTHERWISE PREPARING THE REPLACEMENT TO PERFORM SERVICES AT USCC'S SITE.
(B)
IF USCC REQUESTS THAT ANY CONSULTANT EMPLOYEE OR AGENT BE REPLACED
WITHIN ONE WEEK AFTER SUCH EMPLOYEE OR AGENT BEGINS PERFORMING SERVICES
HEREUNDER FOR THE REASONS SET FORTH IN SECTION 2.2(B)(II), AND SUCH EMPLOYEE OR
AGENT IS REPLACED, THEN CONSULTANT SHALL NOT CHARGE USCC FOR ANY SERVICES
PERFORMED BY OR EXPENSES INCURRED BY SUCH REPLACED EMPLOYEE OR AGENT.
2.9
USCC AFFILIATES.
DURING THE TERM OF THIS AGREEMENT, IF ANY
USCC AFFILIATE DESIRES TO ENGAGE CONSULTANT TO PERFORM SERVICES HEREUNDER, SUCH
USCC AFFILIATE MAY ENTER INTO A STATEMENT OF WORK HEREUNDER.
ANY SUCH STATEMENT
OF WORK SHALL CREATE CONTRACTUAL RIGHTS AND OBLIGATIONS SOLELY BETWEEN SUCH USCC
AFFILIATE AND CONSULTANT.
3.
FEES AND EXPENSES.
3.1
SERVICE FEES. SUBJECT TO SECTIONS 3.2 AND 3.3, USCC SHALL PAY
CONSULTANT FOR THE PROVISION OF SERVICES IN ACCORDANCE WITH THE SCHEDULE OF FEES
AND CHARGES SET FORTH IN THE APPLICABLE STATEMENT OF WORK.
CONSULTANT'S CURRENT
TIME AND MATERIALS RATES FOR SERVICES ARE SPECIFIED IN EXHIBIT I HERETO. SUBJECT
TO THE FOREGOING SENTENCE AND USCC'S OBLIGATIONS TO PROVIDE FACILITIES AND
EQUIPMENT FOR CONSULTANT'S USE, AT NO COST TO CONSULTANT, IN ACCORDANCE WITH
THIS AGREEMENT AND THE APPLICABLE STATEMENT OF WORK,
Page 10 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.
CONSULTANT SHALL FURNISH ALL LABOR, MATERIALS, SERVICES AND EQUIPMENT, AND SHALL
PERFORM ALL OF THE SERVICES, SOLELY AT CONSULTANT'S COST AND EXPENSE.
WITHOUT
RIGHT TO REIMBURSEMENT FROM USCC, CONSULTANT SHALL PAY OR CAUSE TO BE PAID ALL
CONTRIBUTIONS, PAYMENTS, TAXES AND DEDUCTIONS FOR SOCIAL SECURITY, OLD AGE
RETIREMENT BENEFITS, UNEMPLOYMENT INSURANCE, AND ANNUITIES, PENSION OR WELFARE
FUND PAYMENTS REQUIRED BY ANY LABOR UNION OR BY ANY GOVERNMENTAL BODY, AND ALL
WITHHOLDING TAXES, MEASURED BY OR RELATED TO THE WAGES, SALARIES OR OTHER
COMPENSATION PAID TO PERSONS EMPLOYED OR ENGAGED BY CONSULTANT IN CONNECTION
WITH THE PERFORMANCE OF SUCH SERVICES UNDER THIS AGREEMENT. CONSULTANT SHALL
COMPLY WITH ALL LAWS AND REGULATIONS IN CONNECTION WITH THE FOREGOING.
3.2
TIME ENTRY.
CONSULTANT SHALL CAUSE ALL CONSULTANT PERSONNEL
PERFORMING SERVICES HEREUNDER ON A TIME AND MATERIALS BASIS TO ENTER THE TIME
THEY SPEND PERFORMING SUCH SERVICES INTO A USCC-PROVIDED TIME ENTRY SYSTEM, SET
FORTH IN THE APPLICABLE STATEMENT OF WORK, OR VIA ANY OTHER USCC-DEFINED METHOD
SET FORTH IN THE APPLICABLE STATEMENT OF WORK, ON A WEEKLY BASIS.
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN,