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System Agreement
<br /> 14.1 Nothing in this Agreement shall prevent either party from using or disclosing any Confidential Information
<br /> that: (i)has become generally available to the public,other than through any improper action of such party, (ii)is
<br /> already in the possession of the receiving party and not subject to an existing agreement of confidence between the
<br /> parties,(iii)is received from a third party without restriction and without breach of this Agreement,(iv)is
<br /> independently developed by the receiving party as evidenced by its records,or(v)is disclosed pursuant to a valid
<br /> law,rule,regulation,subpoena,demand,or order of a court or other governmental body or any political subdivision
<br /> thereof of competent jurisdiction(collectively"demand");provided,however,that the receiving party shall first
<br /> have given notice thereof to the disclosing party(unless prohibited by the terms of such request or requirement,or
<br /> such notice is otherwise prohibited by law)in order to permit the disclosing party to seek reasonable protective
<br /> arrangements.
<br /> 14.2 For purposes of this Agreement,the term"Confidential Information"shall include,without limitation,all
<br /> trade secrets of a party and all other information and material that relates or refers to the plans,policies,finances,
<br /> corporate developments,products,pricing,sales,services,procedures,intra-corporate transactions,suppliers,
<br /> prospects and customers of a party,as well as financial information relating to such suppliers,prospects and
<br /> customers,and any other similar confidentiality information and material which such party does not make generally
<br /> available to the public. By way of illustration,but not limitation,Confidential Information includes all computer
<br /> software(including object code and source code),computer software and data base technologies,systems, structures
<br /> and architectures,and the processes,formulae,compositions, improvements, inventions,discoveries,concepts,
<br /> ideas,designs,methods and information developed,acquired,owned,produced,or practiced at any time by a party,
<br /> and all non-public information relating to the business of such party.
<br /> 15. Alternate Dispute Resolution(ADR). Any controversy,claim,or dispute("Disputed Claim")arising out of
<br /> or relating to this Agreement,except for claims relating to indemnity,infringement,or confidentiality obligations or
<br /> matters relating to injunctions or other equitable relief(together"Equitable Claims"),shall be first subject to a thirty
<br /> (30)day negotiation period between the parties in which each party shall disclose to the other party all such
<br /> documents,facts,statements and any other information which are reasonably requested by the other party and are
<br /> relevant to the dispute in question. Should such negotiations fail to resolve the dispute within thirty(30)calendar
<br /> days,Disputed Claims shall be resolved by binding arbitration of a single arbitrator in accordance with the
<br /> Commercial Arbitration Rules of the American Arbitration Association.The decision of the arbitrator shall be based
<br /> upon this Agreement and applicable law.The decision of the arbitrator shall be reduced to writing,shall be final and
<br /> binding except for fraud,misconduct,or errors of law,and judgment upon the decision rendered may be entered in
<br /> any court having jurisdiction thereof. In all arbitrations,the arbitrator must give effect to applicable statutes of
<br /> limitation subject to limitation of actions terms set forth in this Agreement,and shall not be afforded any authority to
<br /> award relief in excess of what this Agreement provides or to order consolidation or class arbitrations. The arbitrator
<br /> shall have no authority to award punitive damages in any Disputed Claim.The parties agree that any such claims
<br /> arising under this Agreement must be pursued on an individual basis in accordance with the procedure noted above.
<br /> Even if applicable law permits class actions or class arbitrations,the ADR procedure agreed to herein applies and
<br /> the parties waive any rights to pursue any claim arising under this Agreement on a class basis.The arbitration shall
<br /> be held in a mutually agreed to location,and shall be final and binding on both parties. Each party will bear its own
<br /> costs of arbitration but shall split equally the fees of the arbitration and the arbitrator.
<br /> 16. Hazardous Substances. Except as disclosed to and acknowledged in writing by Verizon,Customer certifies
<br /> that it is not aware of the presence of any asbestos or other hazardous substance(as defined by any applicable state,
<br /> federal or local hazardous waste or environmental law or regulation)at any location where Verizon is to perform
<br /> services under this Agreement. If during such performance Verizon employees or agents encounter any such
<br /> substance,Customer agrees to take all necessary steps,at its own expense,to remove or contain the asbestos or other
<br /> hazardous substance and to test the premises to ensure that exposure does not exceed the lowest exposure limit for
<br /> the protection of workers. Verizon may suspend performance under this Agreement until the removal or
<br /> containment has been completed and approved by the appropriate governmental agency and Verizon. Performance
<br /> obligations under this Agreement shall be extended for the period of delay caused by said cleanup or removal.
<br /> Customer's failure to remove or contain hazardous substances shall entitle Verizon to terminate this Agreement
<br /> without further liability, in which event Customer shall permit Verizon to remove any equipment that has not been
<br /> accepted,shall reimburse Verizon for expenses incurred in performing this Agreement until termination(including
<br /> but not limited to expenses associated with such termination,such as removing equipment,terminating leases,
<br /> demobilization,etc.),and shall complete payment for any portion of the System that has been accepted.
<br /> Rev. 10.04.06 Page 9 of 11 ESC#
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