LAW, RULE, OR REGULATION.
7.2
PROFESSIONAL STANDARDS.
CONSULTANT REPRESENTS AND WARRANTS TO
USCC THAT: (A) ALL SERVICES WILL BE PERFORMED AND ALL DELIVERABLES DELIVERED BY
CONSULTANT IN A GOOD AND WORKMANLIKE MANNER IN ACCORDANCE WITH APPLICABLE
INDUSTRY STANDARDS AND PRACTICES AND THE SPECIFICATIONS FOR SUCH SERVICES AND
DELIVERABLES SET FORTH IN THE APPLICABLE STATEMENT OF WORK (SUBJECT TO USCC'S
UNDERTAKING TO PROVIDE FACILITIES AND EQUIPMENT AS SPECIFIED IN THIS AGREEMENT
AND THE APPLICABLE STATEMENT OF WORK); (B) CONSULTANT POSSESSES THE NECESSARY
EQUIPMENT, PERSONNEL AND OTHER EXPERTISE NECESSARY TO PROVIDE THE SERVICES AND
DELIVERABLES AS SET FORTH HEREIN AND IN THE STATEMENT OF WORK; AND
(C) CONSULTANT PERSONNEL RENDERING THE SERVICES AND DEVELOPING THE DELIVERABLES
SHALL HAVE THE APPROPRIATE TECHNICAL SKILLS, TRAINING, EXPERIENCE AND EXPERTISE
TO ENABLE CONSULTANT TO PERFORM ITS RESPONSIBILITIES HEREUNDER. THE WARRANTY
PERIOD IS [***] DAYS. IF CONSULTANT BREACHES THIS WARRANTY, THEN SUBJECT TO THE
APPLICABLE TERMS AND CONDITIONS SET FORTH IN SECTIONS 2.2(B) AND 2.8, CONSULTANT
SHALL REPLACE THE RELEVANT CONSULTANT PERSONNEL. THE FOREGOING SHALL BE USCC'S
SOLE REMEDY FOR SUCH BREACH.
Page 18 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.
7.3
SERVICES AND DELIVERABLES WARRANTIES AND OBLIGATIONS.
(A)
USCC SHALL BE RESPONSIBLE FOR ENSURING ITS COMPLIANCE WITH ALL
APPLICABLE LAWS AND REGULATIONS AND WITH USCC'S SECURITY AND DATA PRIVACY
POLICIES. TO THE EXTENT SUCH COMPLIANCE WILL BE IMPACTED BY THE DEPLOYMENT OF
SOFTWARE DELIVERABLES BEING PROVIDED TO USCC UNDER THIS AGREEMENT, CONSULTANT
WILL, VIA COMPLIANCE WITH THE SPECIFICATIONS IN THE APPLICABLE SOW, MAKE
REASONABLE EFFORTS TO ENSURE COMPLIANCE OF SUCH SERVICES AND DELIVERABLES TO
REQUIREMENTS SPECIFIED BY SUCH APPLICABLE LAWS AND REGULATIONS AND USCC'S
SECURITY AND DATA PRIVACY POLICIES. TO THE EXTENT REQUESTED BY USCC AND
SPECIFIED IN THE APPLICABLE SOW, CONSULTANT SHALL MAKE AVAILABLE TO USCC
APPROPRIATE PRODUCT AND SUBJECT MATTER EXPERTS AS MAY REASONABLY BE REQUESTED TO
ASSIST USCC IN DEFINING THE BUSINESS REQUIREMENTS AND FUNCTIONALITY REQUIRED FOR
USCC TO COMPLY WITH (I) APPLICABLE LAWS AND REGULATIONS, INCLUDING PRIVACY
RIGHTS PROTECTION AND DATA SECURITY REQUIREMENTS, AND (II) LAWS AND REGULATIONS
RELATING TO THE PROTECTION AND PRIVACY OF THE USCC PERSONALLY IDENTIFIABLE
INFORMATION, ALL TO THE EXTENT EXPRESSLY AGREED TO IN THE SPECIFICATIONS IN THE
APPLICABLE SOW, PROVIDED, HOWEVER, THAT IN SO ASSISTING USCC, USCC SHALL NOT
REQUIRE CONSULTANT TO PROVIDE, AND CONSULTANT SHALL NOT BE DEEMED TO HAVE
PROVIDED, ANY LEGAL SERVICES, ADVICE OR COUNSEL TO USCC.
(B)
FOR A PERIOD OF [***] ([***]) DAYS FOLLOWING USCC'S ACCEPTANCE OF
ANY SERVICES OR DELIVERABLES IN ACCORDANCE WITH SECTION 2.7, CONSULTANT
REPRESENTS AND WARRANTS TO USCC THAT THE DELIVERABLES AND SERVICES SHALL
MATERIALLY CONFORM TO AND PERFORM IN SUBSTANTIAL ACCORDANCE WITH THE APPLICABLE
SPECIFICATIONS.
(C)
THE FOREGOING WARRANTIES OF CONSULTANT SHALL NOT APPLY TO
DELIVERABLES THAT ARE MODIFIED BY ANYONE OTHER THAN CONSULTANT OR ITS AGENTS
(EXCEPT AS AUTHORIZED BY CONSULTANT).
IF CONSULTANT BREACHES THIS WARRANTY,
CONSULTANT SHALL USE COMMERCIALLY