FACILITIES (INCLUDING ITS COMPUTER AND COMMUNICATIONS NETWORKS, OFFICE SPACE,
AND WORK FACILITIES), AND A VPN CONNECTION TO ALLOW CONSULTANT REMOTE ACCESS TO
USCC, AND TIMELY ACCESS TO DATA, INFORMATION AND PERSONNEL OF USCC, AS
REASONABLY NECESSARY, AT NO CHARGE, AND USCC ACKNOWLEDGES AND AGREES THAT
CONSULTANT'S PERFORMANCE IS DEPENDENT IN PART UPON THE TIMELY AND EFFECTIVE
SATISFACTION OF USCC'S RESPONSIBILITIES HEREUNDER AND TIMELY DECISIONS AND
APPROVALS OF USCC IN CONNECTION WITH THE SERVICES.
USCC ACKNOWLEDGES THAT WHEN
A STATEMENT OF WORK PROVIDES THAT USCC'S PERSONNEL ARE TO WORK WITH CONSULTANT'S
PERSONNEL IN CONNECTION WITH AN ENGAGEMENT, USCC'S FAILURE TO ASSIGN USCC
PERSONNEL HAVING SKILLS COMMENSURATE WITH THEIR ROLE WITH RESPECT TO SUCH
ENGAGEMENT COULD ADVERSELY AFFECT CONSULTANT'S ABILITY TO PROVIDE THE SERVICES.
CONSULTANT SHALL BE ENTITLED TO RELY ON ALL DECISIONS AND APPROVALS OF USCC IN
CONNECTION WITH THE SERVICES.
TO THE EXTENT THAT (A) CONSULTANT FAILS TO MEET
ITS OBLIGATIONS WITH RESPECT TO MILESTONE OR DELIVERY DATES, OR A FIXED FEE
ENGAGEMENT WILL EXTEND LONGER THAN ANTICIPATED IN THE RELEVANT STATEMENT OF
WORK, AND (B) THE CONDITIONS DESCRIBED IN CLAUSE (A) ARE DUE TO USCC'S FAILURE
TO PERFORM ITS RESPONSIBILITIES DESCRIBED IN THE STATEMENT OF WORK, CONSULTANT
SHALL NOT BE DEEMED TO BE IN BREACH OF THIS AGREEMENT, AND THE SCHEDULE SHALL BE
AMENDED TO ACCOUNT FOR ANY DELAYS TO THE EXTENT CAUSED BY USCC'S FAILURE.
2.6
PROPRIETARY RIGHTS.
(A)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE
FOLLOWING PROVISIONS OF THIS SECTION 2.6(A) SHALL APPLY SOLELY WITH RESPECT TO
SERVICES AND DELIVERABLES (INCLUDING CONSULTANT TOOLS) THAT ARE PROVIDED IN
CONNECTION WITH (I) CONSULTANT'S SOFTWARE THAT WAS LICENSED TO USCC ON OR BEFORE
THE EFFECTIVE DATE; (II) ANY OF CONSULTANT'S SOFTWARE PRODUCTS THAT WERE KNOWN
AS OF THE EFFECTIVE DATE AS "ENSEMBLE" PRODUCTS AND WERE LICENSED TO USCC
THEREAFTER; AND (III) ANY DERIVATIVE WORKS CREATED BY CONSULTANT FOR USCC BASED
UPON THE ITEMS DESCRIBED IN THE PRECEDING CLAUSE (I) OR (II).
(I)
EXCEPT WITH RESPECT TO CONSULTANT TOOLS, AS BETWEEN USCC
AND CONSULTANT, UPON PAYMENT BY USCC FOR THE APPLICABLE DELIVERABLES, USCC SHALL
OWN ALL RIGHT, TITLE, AND INTEREST, INCLUDING, WITHOUT LIMITATION, ALL
COPYRIGHT, PATENT, TRADEMARK, TRADE SECRET AND ANY OTHER INTELLECTUAL PROPERTY
AND PROPRIETARY RIGHTS, TO THE DELIVERABLES.
CONSULTANT MAY USE THE
DELIVERABLES SOLELY IN CONNECTION WITH ITS PERFORMANCE OF THE SERVICES.
THE
DELIVERABLES CONSTITUTE WORK SPECIALLY ORDERED AND COMMISSIONED FOR
Page 5 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.
USE AS CONTRIBUTION TO A COLLECTIVE WORK AND IS WORK MADE FOR HIRE PURSUANT TO
U.S. COPYRIGHT LAW.
IF ANY DELIVERABLE, OR ANY PORTION THEREOF, IS NOT
CONSIDERED A WORK MADE FOR HIRE, OR IF CONSULTANT MAY BE ENTITLED TO CLAIM ANY
OTHER OWNERSHIP INTEREST IN A DELIVERABLE, CONSULTANT TRANSFERS, GRANTS,
CONVEYS, ASSIGNS, AND RELINQUISHES EXCLUSIVELY TO USCC ALL OF CONSULTANT'S
WORLDWIDE RIGHT, TITLE AND INTEREST IN AND TO SUCH DELIVERABLES, UNDER