FINANCIAL REPORTING (INCLUDING THE
INTEGRATION WITH THE PROVIDER CONTROLS), (II) THEIR ASSESSMENT OF THE
EFFECTIVENESS OF THE PROVIDER CONTROLS, (III) THE IDENTIFICATION OR REMEDIATION
OF ANY SIGNIFICANT DEFICIENCIES OR MATERIAL WEAKNESSES IN SUCH PROVIDER
CONTROLS, OR (IV) THEIR DISCLOSURE AND CERTIFICATION OBLIGATIONS UNDER
APPLICABLE LAW.
SUCH INFORMATION, CERTIFICATIONS AND ASSISTANCE MAY INCLUDE
(1) DOCUMENTATION OF THE PROVIDER CONTROLS, (2) EVIDENCE OF THE EFFECTIVENESS OF
SUCH PROVIDER CONTROLS (INCLUDING THEIR DESIGN AND OPERATING EFFECTIVENESS), AND
(3) EVIDENCE OF PROVIDER'S PERIODIC ASSESSMENT OF THE PROVIDER CONTROLS.
(B)
PROVIDER PROMPTLY SHALL NOTIFY IDEARC OF THE OCCURRENCE OF ANY OF
THE FOLLOWING AND SHALL PROVIDE SUCH INFORMATION, IN REASONABLE DETAIL, TO FULLY
INFORM IDEARC THEREOF:
(I)
PROVIDER BECOMES AWARE THAT IT HAS BREACHED ANY OF ITS
OBLIGATIONS UNDER THE AGREEMENT;
(II)
PROVIDER PLANS TO MAKE, OR MAKES, ANY CHANGES TO THE INTERNAL
CONTROL ENVIRONMENT OF ANY SERVICE LOCATION THAT HAS AFFECTED, OR IS REASONABLY
LIKELY TO AFFECT, THE INTERNAL CONTROL OVER FINANCIAL REPORTING OF IDEARC OR ANY
MEMBER OF THE IDEARC GROUP;
(III)
PROVIDER BECOMES AWARE OF ANY DETERMINATION THAT A SIGNIFICANT
DEFICIENCY OR MATERIAL WEAKNESS EXISTS, OR IS REASONABLY LIKELY TO EXIST, IN THE
DESIGN OR OPERATION OF THE INTERNAL CONTROLS OF ANY SERVICE LOCATION TO THE
EXTENT RELATED TO THE SERVICES;
(IV)
PROVIDER BECOMES AWARE OF ANY INSTANCES OF FRAUD OR OTHER ILLEGAL
ACTS, WHETHER OR NOT MATERIAL, COMMITTED BY ANY PROVIDER PERSONNEL IN CONNECTION
WITH THE PROVISION OF THE SERVICES; OR
67
(V)
PROVIDER OTHERWISE BECOMES AWARE OF ANY SITUATION RELATED TO THE
ACTIVITIES UNDER THE AGREEMENT THAT HAS HAD, OR IS REASONABLY LIKELY TO HAVE,
ANY OTHER MATERIAL ADVERSE IMPACT ON THE SERVICES OR THE IMPACTED BUSINESS
OPERATIONS OF IDEARC OR ANY MEMBER OF THE IDEARC GROUP.
ARTICLE XV
INSURANCE AND RISK OF LOSS
15.1.
INSURANCE.
(A)
REQUIREMENTS.
PROVIDER SHALL (I) KEEP IN FULL FORCE AND EFFECT
AND MAINTAIN AT ITS SOLE COST AND EXPENSE INSURANCE OF THE KINDS AND AT THE
LIMITS SPECIFIED IN SCHEDULE 15.1 AND (II) ENSURE THAT ITS POLICIES COMPLY WITH
SUCH OTHER REQUIREMENTS AS SET FORTH IN THIS SECTION 15.1.
ALL INSURANCE MUST
BE ISSUED BY ONE OR MORE INSURANCE CARRIERS, LICENSED TO DO BUSINESS IN THE
STATE IN WHICH WORK IS TO BE PERFORMED, AND THAT HAVE AN A.M. BEST RATING OF A,
VII OR BETTER.
(B)
ENDORSEMENTS.
PROVIDER'S INSURANCE POLICIES AS REQUIRED HEREIN
SHALL NAME IDEARC, ITS AFFILIATES AND THE IDEARC PERSONNEL AS ADDITIONAL
INSUREDS OR CERTIFICATE HOLDERS (AS APPLICABLE) FOR ANY AND ALL LIABILITY
ARISING AT ANY TIME IN CONNECTION WITH PROVIDER'S PERFORMANCE UNDER THE
AGREEMENT.
ALL INSURANCE AFFORDED TO IDEARC UNDER THIS SECTION 15.1 SHALL BE
PRIMARY INSURANCE AND ANY OTHER VALID INSURANCE EXISTING FOR IDEARC'S BENEFIT
SHALL BE EXCESS OF SUCH PRIMARY INSURANCE.
PROVIDER SHALL OBTAIN SUCH
ENDORSEMENTS TO ITS POLICY OR POLICIES OF INSURANCE AS ARE NECESSARY TO CAUSE
THE POLICY OR POLICIES TO COMPLY WITH THE REQUIREMENTS HEREIN.
(C)
CERTIFICATES.
PRIOR TO PROVIDER PROVIDING ANY SERVICES, AND UPON
THE RENEWAL DATE OF EACH POLICY, PROVIDER SHALL PROVIDE