NOTIFY USCC OF THE IDENTITY OF ANY
AUTHORIZED SUBCONTRACTOR PERSONNEL THAT WILL BE PERFORMING THE SERVICES AT A
USCC FACILITY AND THAT ARE NOT EMPLOYEES OF CONSULTANT'S AFFILIATES (E.G.,
AMDOCS COMPANIES).
11.4
FORCE MAJEURE.
THE OBLIGATIONS HEREUNDER OF EACH PARTY SHALL BE
SUSPENDED WHILE AND TO THE EXTENT THAT SUCH PARTY IS PREVENTED FROM COMPLYING
HEREWITH IN WHOLE OR IN PART BY ANY EVENT BEYOND THE REASONABLE CONTROL OF SUCH,
WHICH FOR PURPOSES OF THIS AGREEMENT SHALL INCLUDE, WITHOUT LIMITATION, ACTS OF
GOD, EARTHQUAKES, UNAVOIDABLE ACCIDENTS, LAWS, RULES, REGULATIONS OR ORDERS OF
GOVERNMENT AUTHORITIES, ACTS OF WAR (DECLARED OR NOT), TERRORISM, HOSTILITIES,
BLOCKADES, CIVIL DISTURBANCES, EMBARGOES, STRIKES OR ANY OTHER SIMILAR EVENT OR
CAUSE.
IF ANY EVENT DESCRIBED IN THE PRECEDING SENTENCE SHOULD RESULT IN THE
SUSPENSION OF EITHER PARTY'S PERFORMANCE OF ITS OBLIGATIONS HEREUNDER, SUCH
PARTY SHALL GIVE WRITTEN NOTICE OF SUCH SUSPENSION TO THE OTHER PARTY,
SPECIFYING IN REASONABLE DETAIL THE NATURE OF THE EVENT CAUSING SUCH
SUSPENSION.
USCC SHALL NOT BE REQUIRED TO MAKE ANY PAYMENTS TO CONSULTANT WHILE
CONSULTANT'S PERFORMANCE IS SUSPENDED DUE TO A FORCE MAJEURE.
EITHER PARTY MAY
TERMINATE ANY APPLICABLE STATEMENT OF WORK IMMEDIATELY UPON NOTICE TO THE OTHER
PARTY IF SUCH OTHER PARTY'S PERFORMANCE UNDER SUCH STATEMENT OF WORK HAS BEEN
SUSPENDED DUE TO A FORCE MAJEURE FOR A PERIOD OF 30 DAYS OR LONGER, AND IF SUCH
NOTICE IS GIVEN WHILE THE FORCE MAJEURE IS CONTINUING.
11.5
ENTIRE AGREEMENT; BINDING EFFECT; AMENDMENT; ORDER OF PRECEDENCE.
THIS AGREEMENT (TOGETHER WITH THE EXHIBITS, SCHEDULES AND SOW(S) HERETO)
CONSTITUTES THE ENTIRE AGREEMENT BETWEEN CONSULTANT AND USCC REGARDING THE
SUBJECT MATTER HEREOF.
ALL PRIOR OR CONTEMPORANEOUS AGREEMENTS, PROPOSALS,
UNDERSTANDINGS AND COMMUNICATIONS BETWEEN CONSULTANT AND USCC REGARDING THE
SUBJECT MATTER HEREOF, WHETHER ORAL OR WRITTEN, ARE SUPERSEDED BY AND MERGED
INTO THIS AGREEMENT.
NEITHER THIS AGREEMENT NOR ANY SOW HERETO MAY BE MODIFIED
OR AMENDED EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY BOTH CONSULTANT AND USCC.
IN THE EVENT OF ANY INCONSISTENCY BETWEEN THE TERMS OF THIS AGREEMENT AND ANY
STATEMENTS OF WORK ISSUED UNDER THIS AGREEMENT, THE TERMS AND CONDITIONS OF THE
STATEMENT OF WORK SHALL GOVERN AND CONTROL.
Page 27 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.
11.6
SEVERABILITY.
IF ANY ONE OR MORE OF THE PROVISIONS CONTAINED IN
THIS AGREEMENT SHALL FOR ANY REASON BE HELD TO BE INVALID, ILLEGAL OR
UNENFORCEABLE IN ANY RESPECT, THE REMAINING PROVISIONS OF THIS AGREEMENT SHALL
BE ENFORCEABLE TO THE MAXIMUM EXTENT POSSIBLE.
11.7
NOTICES.
ALL NOTICES, CONSENTS AND OTHER COMMUNICATIONS HEREUNDER
SHALL BE PROVIDED IN WRITING AND SHALL BE DELIVERED PERSONALLY, BY REGISTERED OR
CERTIFIED AIRMAIL LETTER (RETURN RECEIPT REQUESTED), BY COURIER OR INTERNATIONAL
OVERNIGHT DELIVERY SERVICE OR BY FACSIMILE, TO THE PARTIES AT THE ADDRESSES
BELOW SET FORTH (OR SUCH OTHER ADDRESS AS MAY HAVE BEEN FURNISHED BY OR ON
BEHALF OF SUCH PARTY BY LIKE NOTICE). COMMUNICATIONS SENT