USCC, WITH
CONSULTANT'S COOPERATION AND ASSISTANCE, MAY CONDUCT ACCEPTANCE TESTS TO VERIFY
WHETHER THE SERVICES AND/OR DELIVERABLES SUBSTANTIALLY CONFORM TO THE APPLICABLE
SPECIFICATIONS AS AND TO THE EXTENT AND DURING THE TIME PERIOD (THE "ACCEPTANCE
PERIOD") SPECIFIED IN THE APPLICABLE STATEMENT OF WORK.
IF USCC NOTIFIES
CONSULTANT OF ANY MATERIAL NON-CONFORMITIES WITH THE SPECIFICATIONS IN ANY OF
THE SERVICES OR DELIVERABLES (COLLECTIVELY "NON-CONFORMITIES") IN WRITING WITHIN
THE APPLICABLE ACCEPTANCE PERIOD, CONSULTANT SHALL PROMPTLY CORRECT SUCH
NON-CONFORMITIES AT ITS OWN EXPENSE AND SHALL NOTIFY USCC WHEN THE CORRECTIONS
ARE COMPLETE.
USCC THEN SHALL HAVE THE RIGHT TO TEST THE CORRECTED SERVICES OR
DELIVERABLES, AS UPON THE INITIAL COMPLETION OF THE APPLICABLE SERVICES OR
DELIVERABLES.
USCC AND CONSULTANT MAY AGREE IN A STATEMENT OF WORK THAT CERTAIN
NON-CONFORMITIES WILL BE CORRECTED AFTER ACCEPTANCE OF A SERVICE OR DELIVERABLE
DURING THE POST-IMPLEMENTATION PERIOD.
IF USCC DOES NOT NOTIFY CONSULTANT OF
ANY MATERIAL NON-CONFORMITIES WITHIN THE ACCEPTANCE PERIOD, OR IF USCC COMMENCES
COMMERCIAL USE OF THE SERVICES OR DELIVERABLES IN CONNECTION WITH BILLS SENT OR
OTHER SERVICES PROVIDED TO USCC SUBSCRIBERS ("COMMERCIAL USE"), USCC SHALL BE
DEEMED TO HAVE ACCEPTED THE SERVICES OR DELIVERABLES. USCC MAY, SUBJECT TO
SECTION 11.17, TERMINATE THE SERVICES UNDER A STATEMENT OF WORK IF CONSULTANT
FAILS TO CORRECT A NON-CONFORMITY WITH RESPECT TO SUCH STATEMENT OF WORK WITHIN
SIXTY (60) DAYS (THE "CORRECTION PERIOD") AFTER THE LATER TO OCCUR OF THE
FOLLOWING:
(A) CONSULTANT'S RECEIPT OF WRITTEN NOTICE FROM USCC OF SUCH
NON-CONFORMITY, OR (B) CONSULTANT'S RECEIPT OF WRITTEN NOTICE FROM USCC THAT
USCC WILL TERMINATE THE SERVICES IF SUCH NON-CONFORMITY IS NOT CORRECTED. IN
SUCH EVENT, CONSULTANT SHALL REFUND THE FEES AND EXPENSES PAID BY USCC TO
CONSULTANT FOR: (I) THE
Page 9 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.
NON-CONFORMING SERVICES OR DELIVERABLES UNDER SUCH STATEMENT OF WORK, AND
(II) ANY OTHER SERVICES OR DELIVERABLES THAT WERE PREVIOUSLY PAID FOR IN WHOLE
OR IN PART BY USCC UNDER SUCH STATEMENT OF WORK (THE "INITIAL SERVICES OR
DELIVERABLES") IN WHICH THE INITIAL SERVICES OR DELIVERABLES WERE IDENTIFIED AS
BEING PART OF AN AGGREGATED DELIVERABLE (THE "AGGREGATED DELIVERABLE")
COMPRISING ADDITIONAL COMPONENTS OR PHASES, INCLUDING THE NON-CONFORMING
SERVICES OR DELIVERABLES, THAT WERE INTENDED TO BE USED TOGETHER, AND PROVIDED
THAT: (A) THE NON-CONFORMING SERVICES OR DELIVERABLES WERE IDENTIFIED IN SUCH
STATEMENT OF WORK AS BEING PARTS OF THE AGGREGATED DELIVERABLE; (B) THE VALUE TO
USCC OF THE INITIAL SERVICES OR DELIVERABLES IS MATERIALLY DIMINISHED BECAUSE
SUCH INITIAL SERVICES OR DELIVERABLES WILL NOT BE PART OF THE AGGREGATED
DELIVERABLE; (C) THE INITIAL SERVICES OR DELIVERABLES HAVE BEEN IN COMMERCIAL
USE FOR LESS THAN ONE HUNDRED (100) DAYS; AND (D) USCC CEASES COMMERCIAL USE OF
THE INITIAL SERVICES OR DELIVERABLES AT OR BEFORE THE END OF THE CORRECTION
PERIOD AND RETURNS TO CONSULTANT THE DELIVERABLES THAT ARE PART OF SUCH INITIAL
SERVICES OR DELIVERABLES. THE FOREGOING