APPLICABLE, TO INCLUDE SUCH
ADDITIONS.
SECTION 4.
STANDARDS OF PERFORMANCE;
LEVEL OF SERVICES.
(A)
EACH PROVIDING PARTY, WITH RESPECT TO ANY
SERVICE, SHALL PERFORM SUCH SERVICE EXERCISING THE SAME DEGREE OF CARE, AT THE
SAME GENERAL LEVEL AND AT THE SAME GENERAL DEGREE OF ACCURACY AND
RESPONSIVENESS, IN EACH CASE AS IT EXERCISES IN PERFORMING THE SAME OR SIMILAR
SERVICES FOR ITS OWN ACCOUNT, WITH PRIORITY EQUAL TO THAT PROVIDED TO ITS OWN
BUSINESSES AND MEMBERS OF ITS GROUP.
(B)
IN NO EVENT SHALL ANY PARTY, AS RECEIVING
PARTY WITH RESPECT TO ANY SERVICE, BE ENTITLED TO INCREASE ITS USE OF SUCH
SERVICE ABOVE THAT LEVEL OF USE SPECIFIED IN THE EXHIBIT RELATED THERETO WITHOUT
THE PRIOR WRITTEN CONSENT OF THE PROVIDING PARTY.
NOTWITHSTANDING ANYTHING TO
THE CONTRARY IN THIS AGREEMENT, THE PROVIDING PARTY SHALL NOT BE REQUIRED TO
PROVIDE THE RECEIVING PARTY WITH LEVELS OF SUCH SERVICE ABOVE THE LEVELS THAT
EXISTED PRIOR TO THE DATE HEREOF OR WITH THE ADVANTAGE OF SYSTEMS, EQUIPMENT,
FACILITIES, TRAINING, SERVICES OR IMPROVEMENTS PROCURED, OBTAINED OR MADE AFTER
THE DATE HEREOF.
(C)
NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED HEREIN, THE PROVIDING PARTY WITH RESPECT TO ANY SERVICE MAY, BUT IS
NOT REQUIRED TO, MAKE CHANGES FROM TIME TO TIME IN THE MANNER IN WHICH SUCH
SERVICE IS PROVIDED IF (I) THE PROVIDING PARTY IS MAKING SIMILAR CHANGES IN THE
MANNER IN WHICH SUCH SERVICE IS PROVIDED TO IT AND MEMBERS OF ITS OWN GROUP,
(II) THE PROVIDING PARTY FURNISHES TO THE RECEIVING PARTY SUBSTANTIALLY THE SAME
NOTICE THE PROVIDING PARTY PROVIDES TO MEMBERS OF ITS OWN GROUP WITH RESPECT TO
SUCH CHANGES, AND (III) SUCH CHANGES SHALL NOT CREATE A SUBSTANTIAL RISK OF A
MATERIAL DISRUPTION OF THE RECEIVING PARTY'S BUSINESS OR OF THE RECEIVING
PARTY'S INCURRING A MATERIAL LOSS OR LIABILITY.
(D)
EACH GROUP SHALL NOMINATE A REPRESENTATIVE
TO ACT AS THE PRIMARY CONTACT PERSON FOR THE PROVISION OF ALL OF THE SERVICES
(THE "SERVICE COORDINATORS").
THE INITIAL SERVICE COORDINATORS SHALL BE KENNETH
CROUCH FOR THE PARENT GROUP AND MARY MIKKELSON FOR THE TRONOX GROUP.
EACH PARTY
SHALL NOTIFY THE OTHER PARTY IN WRITING OF ANY CHANGE IN THE SERVICE
COORDINATORS.
THE PARTIES AGREE THAT ALL COMMUNICATIONS RELATING TO THE
PROVISION OF THE SERVICES SHALL BE DIRECTED TO THE SERVICE COORDINATORS.
(E)
IN ORDER TO MONITOR, COORDINATE AND
FACILITATE IMPLEMENTATION OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, THE
PARTIES SHALL ESTABLISH (I) A "STEERING COMMITTEE" CONSISTING OF AT LEAST ONE
(1) SENIOR MANAGER FROM EACH OF PARENT GROUP AND TRONOX GROUP AND WHEREBY EACH
SUCH GROUP IS EQUALLY REPRESENTED AND (II) AN "OPERATING COMMITTEE" CONSISTING,
4
AS NECESSARY, OF ONE (1) REPRESENTATIVE OF EACH OF PARENT GROUP AND TRONOX GROUP
FROM EACH FUNCTIONAL AREA THAT IS THE SUBJECT OF EXHIBITS A AND B (FOR SUCH TIME
AS SERVICE TERMS WITHIN SUCH FUNCTIONAL AREAS ARE IN EFFECT).
THE STEERING
COMMITTEE SHALL PROVIDE GENERAL OVERSIGHT OF THE TERMS AND CONDITIONS OF THIS
AGREEMENT AND SHALL WORK IN GOOD FAITH TO RESOLVE ANY