TIME TO TIME.
ON AN ANNUAL
BASIS, THE PARTIES SHALL DISCUSS THE REQUIREMENTS SET FORTH IN SCHEDULE 3.11 AND
MODIFY SUCH REQUIREMENTS AS THEY MAY MUTUALLY AGREE.
VENDOR SHALL FURNISH ALL
REPORTS TO NEXTEL IN AN ELECTRONIC FORM.
VENDOR SHALL PROMPTLY INFORM NEXTEL OF
ANY KNOWN AND MATERIAL DEFICIENCIES, OMISSIONS, OR IRREGULARITIES IN NEXTEL'S
REQUIREMENTS OR IN VENDOR'S PERFORMANCE OF THE SERVICES THAT MAY COME TO
VENDOR'S CONTRACT EXECUTIVE'S ATTENTION.
TO THE EXTENT THAT IT IS PERMITTED BY
THIRD PARTIES AND MADE AVAILABLE TO VENDOR'S CUSTOMER BASE WITHOUT ADDITIONAL
COST, VENDOR SHALL FURNISH NEXTEL WITH MATERIAL AND APPLICABLE RESEARCH AND
DEVELOPMENT INFORMATION, SUCH AS PUBLISHED MATERIALS AND INDUSTRY STUDIES
CONDUCTED FOR OR BY VENDOR, THAT COME TO THE ATTENTION OF VENDOR'S CONTRACT
EXECUTIVE AND PERTAIN TO THE SERVICES, AND THAT VENDOR'S CONTRACT EXECUTIVE
BELIEVES WOULD ASSIST NEXTEL IN SETTING ITS DIRECTORY ASSISTANCE POLICIES OR
REQUIREMENTS.
VENDOR'S CONTRACT EXECUTIVE SHALL ALSO ADVISE NEXTEL OF OTHER
MATTERS OF A MATERIAL NATURE INCLUDING THOSE THAT HAVE A COST ASSOCIATED WITH
THEM THAT HE BELIEVES WOULD BE HELPFUL TO NEXTEL IN SETTING OR REVISING ITS
DIRECTORY ASSISTANCE POLICIES OR REQUIREMENTS.
4.
RESPONSIBILITIES OF NEXTEL
4.1.
ASSIGNED TASKS.
NEXTEL AGREES TO PERFORM THE TASKS SPECIFICALLY
IDENTIFIED AS NEXTEL TASKS PURSUANT TO THIS AGREEMENT.
NEXTEL MAY USE
SUBCONTRACTORS OR AN OUTSOURCING SERVICE PROVIDER TO PERFORM ANY SERVICE
REQUIRED TO BE PERFORMED BY IT HEREUNDER OR RECEIVE PERFORMANCE OF THE
SERVICES.
NEXTEL WILL BE RESPONSIBLE FOR
9
THE PERFORMANCE OF ITS SUBCONTRACTORS, AND WILL REQUIRE ITS SUBCONTRACTORS TO
COMPLY WITH RELEVANT PROVISIONS OF THIS AGREEMENT.
NOTWITHSTANDING ANYTHING
HEREIN TO THE CONTRARY, EACH NEXTEL SUBCONTRACTOR SHALL EXECUTE A
CONFIDENTIALITY AGREEMENT WITH NEXTEL PROVIDING FOR CONFIDENTIALITY AND THE
PROTECTION OF CONFIDENTIAL INFORMATION AND CONTAINING TERMS AT LEAST AS
STRINGENT AS SET FORTH IN SECTIONS 7.3.
4.2.
CONFIGURATION INFORMATION.
SUBJECT TO ITS LICENSE AND
CONFIDENTIALITY RESTRICTIONS WITH THIRD PARTIES, NEXTEL SHALL USE COMMERCIALLY
REASONABLE EFFORTS TO OBTAIN AND PROVIDE TO VENDOR SUCH INFORMATION AS IT
REQUIRES REGARDING NEXTEL'S PRODUCTION ENVIRONMENT AND AN APPLICATION
PROGRAMMING INTERFACE TO ITS EXISTING SYSTEMS.
NEXTEL SHALL NOT IMPOSE
ADDITIONAL COST ON VENDOR FOR SUCH ACCESS.
5.
RELATIONSHIP MANAGEMENT
5.1.
STEERING COMMITTEE.
THE PARTIES SHALL ESTABLISH AND MAINTAIN AN
ADVISORY OVERSIGHT COMMITTEE (THE "STEERING COMMITTEE"), WHICH SHALL BE COMPOSED
OF AN EQUAL NUMBER OF VENDOR'S REPRESENTATIVES AND NEXTEL'S REPRESENTATIVES.
THE INITIAL REPRESENTATIVES AND THEIR POSITIONS WITH NEXTEL AND VENDOR,
RESPECTIVELY, ARE SET FORTH IN THE PERSONNEL TABLE ATTACHED HERETO AS SCHEDULE
5.1.
THE MEMBERS APPOINTED BY EITHER PARTY MAY BE REPLACED AT THE DISCRETION OF
SUCH PARTY.
THE GENERAL RESPONSIBILITIES OF THE STEERING COMMITTEE SHALL BE:
(I) TO MONITOR THE GENERAL PROGRESS OF THE PERFORMANCE OF THIS AGREEMENT;
(II) TO ANALYZE AND ATTEMPT TO RESOLVE MATTERS REFERRED BY THE CONTRACT
EXECUTIVES; (III) TO REVIEW VENDOR'S SERVICE PERFORMANCE AGAINST THE SERVICE
LEVELS AND RECOMMEND REMEDIAL ACTIONS TO RESOLVE ANY PERFORMANCE DEFICIENCIES;
AND (IV) TO CONSIDER AND RECOMMEND TO AUTHORIZED MANAGEMENT APPROVAL OR
REJECTION OF PROPOSED ADDITIONAL STATEMENTS OF WORK.
THE STEERING COMMITTEE
SHALL MEET TWICE PER