INVOICES OR
OTHER SIMILAR DOCUMENTS FOR ACCOUNTING OR ADMINISTRATIVE PURPOSES OR OTHERWISE,
NO PRE-PRINTED OR SIMILAR TERMS AND CONDITIONS CONTAINED IN ANY SUCH FORM SHALL
BE DEEMED TO SUPERSEDE ANY OF THE TERMS AND CONDITIONS HEREIN WITHOUT EXPRESS
APPROVAL (MAKING SPECIFIC REFERENCE TO THIS SECTION 14.5) BY NEXTEL.
NEITHER
SHALL ANY PRE-PRINTED OR SIMILAR TERMS AND CONDITIONS CONTAINED IN ANY PURCHASE
ORDER ISSUED BY NEXTEL HEREUNDER BE DEEMED TO SUPERSEDE ANY OF THE TERMS AND
CONDITIONS HEREIN.
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14.6.
EXPENSES.
EACH PARTY SHALL BE RESPONSIBLE FOR, AND SHALL PAY, ALL
EXPENSES PAID OR INCURRED BY IT IN CONNECTION WITH THE PLANNING, NEGOTIATION,
AND CONSUMMATION OF THIS AGREEMENT.
14.7.
FORCE MAJEURE. NEITHER PARTY SHALL BE LIABLE FOR ANY FAILURE OR DELAY
IN PERFORMING ITS OBLIGATIONS UNDER THIS AGREEMENT DUE TO CAUSES BEYOND ITS
CONTROL (EACH, A "FORCE MAJEURE"), INCLUDING, BUT NOT LIMITED TO, ACTS OF GOD,
THE PUBLIC ENEMY, RIOTS, FIRES, NATURAL CATASTROPHES OR EPIDEMICS EXCEPT THAT
"FORCE MAJEURE" EXPRESSLY EXCLUDES THE FOLLOWING: ANY EVENT THAT VENDOR OR
NEXTEL, AS APPLICABLE, COULD REASONABLY HAVE PREVENTED BY TESTING, WORK-AROUND,
OR OTHER EXERCISE OF DILIGENCE, INCLUDING, BUT NOT LIMITED TO, ANY FAILURE TO
PROVIDE SERVICES IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT AS A RESULT
OF ANY POWER FAILURE THAT COULD HAVE BEEN PREVENTED BY ACCESS TO REDUNDANT POWER
SUPPLIES; ANY STRIKE, WALKOUT, OR OTHER LABOR SHORTAGE; ANY FAILURE OF ANY
SOFTWARE, SYSTEM, FACILITIES, OR HARDWARE THAT COULD HAVE BEEN PREVENTED BY
TESTING, AND ANY CAUSE OR EVENT CAUSED BY THE NEGLIGENCE OF A PARTY OR A BREACH
OR DEFAULT BY A PARTY UNDER THIS AGREEMENT.
IN THE EVENT OF SUCH A FORCE
MAJEURE, THE DATE OF DELIVERY OR PERFORMANCE HEREUNDER SHALL BE EXTENDED FOR A
PERIOD NOT TO EXCEED THE TIME LOST BY REASON OF THE FAILURE OR DELAY; PROVIDED
THAT THE PARTY AFFECTED BY THE FORCE MAJEURE IS USING COMMERCIALLY REASONABLE
EFFORTS TO MITIGATE OR ELIMINATE THE CAUSE OF SUCH DELAY OR ITS EFFECTS AND, IF
EVENTS IN THE NATURE OF THE FORCE MAJEURE EVENT WERE FORESEEABLE, USED
COMMERCIALLY REASONABLE EFFORTS PRIOR TO ITS OCCURRENCE TO ANTICIPATE AND AVOID
ITS OCCURRENCE OR EFFECT.
EACH PARTY SHALL NOTIFY THE OTHER IN WRITING PROMPTLY
OF ANY FAILURE OR DELAY IN, AND THE EFFECT ON, ITS PERFORMANCE.
14.8.
GOVERNING LAW; JURISDICTION AND VENUE.
THIS AGREEMENT SHALL BE
GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE INTERNAL SUBSTANTIVE LAWS OF
THE COMMONWEALTH OF VIRGINIA.
THE PARTIES AGREE THAT ALL ACTIONS AND
PROCEEDINGS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE BROUGHT ONLY IN
A STATE OR FEDERAL COURT LOCATED IN THE COMMONWEALTH OF VIRGINIA, AND THE
PARTIES HEREBY CONSENT TO SUCH VENUE AND TO THE JURISDICTION OF SUCH COURTS OVER
THE SUBJECT MATTER OF SUCH PROCEEDING AND THEMSELVES.
14.9.
INDEPENDENT CONTRACTOR.
VENDOR IS AN INDEPENDENT CONTRACTOR; NOTHING
IN THIS AGREEMENT SHALL BE CONSTRUED TO CREATE A PARTNERSHIP, JOINT VENTURE, OR
AGENCY RELATIONSHIP BETWEEN THE PARTIES.
EACH PARTY WILL BE SOLELY RESPONSIBLE
FOR PAYMENT OF ALL COMPENSATION OWED TO ITS EMPLOYEES AND