PROVIDER SHALL ACT REASONABLY AND IN GOOD
FAITH IN FORMULATING ANY PRICING PROPOSAL FOR NEW SERVICES AND PROVIDER SHALL
USE COMMERCIALLY REASONABLE EFFORTS TO IDENTIFY POTENTIAL MEANS OF REDUCING THE
COST TO IDEARC, INCLUDING UTILIZING SUBCONTRACTORS AS AND TO THE EXTENT
APPROPRIATE.
(V)
PROVIDER SHALL NOT UNREASONABLY REFUSE TO
PROVIDE NEW SERVICES TO IDEARC AND MEMBERS OF THE IDEARC GROUP IF SUCH REQUESTED
SERVICES ARE WITHIN THE GENERAL SCOPE OF PROVIDER'S SERVICE AND PRODUCT
OFFERINGS.
NOTWITHSTANDING THE EXISTENCE OF ANY DISPUTE BETWEEN THE PARTIES AS
TO WHETHER A REQUESTED SERVICE CONSTITUTES A NEW SERVICE OR AS TO THE CHARGES AT
WHICH ANY NEW SERVICE WILL BE PROVIDED TO IDEARC, PROVIDER SHALL BEGIN PROVIDING
THE REQUESTED SERVICE AT THE RATES SPECIFIED IN SCHEDULE 10.1 FOR THE
CORRESPONDING SKILLSET IF IDEARC NOTIFIES PROVIDER THAT SUCH SERVICE NEEDS TO BE
PROVIDED DUE TO A PRESSING BUSINESS NEED OR EMERGENCY SITUATION; PROVIDED,
HOWEVER, THAT IF A GOOD FAITH DISPUTE EXISTS BETWEEN THE PARTIES REGARDING THE
CHARGES AT WHICH A NEW SERVICE IS TO BE PROVIDED TO IDEARC, (I) PROVIDER SHALL
NOT BE REQUIRED TO EXPEND CAPITAL TO ACQUIRE ASSETS OR TO INCUR OTHER MATERIAL
OUT-OF-POCKET COSTS (EXCEPT, IF AGREED BY IDEARC, ON A PASS-THROUGH BASIS) UNTIL
THE PARTIES AGREE UPON THE CHARGES AT WHICH SUCH REQUESTED SERVICE WILL BE
PROVIDED AND (II) THE PARTIES SHALL ENDEAVOR TO RESOLVE SUCH DISPUTE ON AN
EXPEDITED BASIS PURSUANT TO ARTICLE XIX.
IN ACCORDANCE WITH SECTION 10.2,
PROVIDER SHALL ADJUST (EITHER UPWARDS OR DOWNWARDS) THE INVOICES SENT TO IDEARC
TO REFLECT THE AGREED-UPON CHARGES FOR SUCH SERVICE FROM THE DATE PROVIDER BEGAN
PROVIDING SUCH SERVICE.
(C)
USE OF THIRD PARTIES. IDEARC MAY ELECT TO
SOLICIT AND RECEIVE BIDS FROM THIRD PARTIES TO PERFORM ANY NEW SERVICES.
IF
IDEARC ELECTS TO USE THIRD PARTIES TO PERFORM NEW SERVICES, PROVIDER SHALL
REASONABLY COOPERATE WITH SUCH THIRD PARTIES AS PROVIDED IN SECTION 9.13.
10
(D)
APPROVAL.
PROVIDER SHALL PROMPTLY INFORM
THE IDEARC PROGRAM MANAGER OF REQUESTS FOR NEW SERVICES AND SHALL SUBMIT ANY
PROPOSALS FOR NEW SERVICES TO THE IDEARC PROGRAM MANAGER OR HIS OR HER
DESIGNEE.
PROVIDER SHALL NOT AGREE TO PROVIDE NEW SERVICES WITHOUT THE PRIOR
APPROVAL OF THE IDEARC PROGRAM MANAGER OR HIS OR HER DESIGNEE.
IDEARC WILL NOT
BE OBLIGATED TO COMPENSATE PROVIDER FOR ANY NEW SERVICES RENDERED ABSENT SUCH
PRIOR APPROVAL.
4.7.
TECHNOLOGY AND BUSINESS PROCESS EVOLUTION.
IN PROVIDING THE SERVICES, PROVIDER SHALL EMPLOY TECHNOLOGIES AND BUSINESS
PROCESS STRATEGIES THAT ARE FLEXIBLE ENOUGH TO ALLOW INTEGRATION WITH NEW
TECHNOLOGIES OR BUSINESS PROCESSES, OR SIGNIFICANT CHANGES IN IDEARC'S BUSINESS
OBJECTIVES AND STRATEGIES.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,
PROVIDER SHALL ENSURE THAT EQUIPMENT WILL HAVE SUFFICIENT SCALABILITY AND BE
SUFFICIENTLY MODULAR TO ALLOW INTEGRATION OF NEW TECHNOLOGIES WITHOUT THE NEED
TO REPLACE WHOLE, OR SIGNIFICANT PARTS OF, SYSTEMS OR BUSINESS PROCESSES SO THAT
IDEARC'S BUSINESS WILL BECOME INCREASINGLY SCALABLE AND FLEXIBLE THROUGHOUT THE
TERM.
4.8.
DISASTER RECOVERY AND BUSINESS CONTINUITY.
(A)
RESPONSIBILITY.
PROVIDER WILL BE
RESPONSIBLE FOR DISASTER RECOVERY AND BUSINESS CONTINUITY PLANNING, TESTING,
IMPLEMENTATION