SECTION 5.         PERFORMANCE WARRANTY AND LIQUIDATED DAMAGES

5.1          Special Provisions for Substantial Completion:

The Parties agree that, notwithstanding the commencement of any services, in addition to all other requirements with respect to Substantial Completion set forth in the Documents, the following services and Features shall pass all Acceptance Tests related to such services and Features for the Initial Broadband Access Reliance Network and the Broadband Access Reliance Network, or relevant portion thereof, to be eligible for Substantial Completion, as specified in Acceptance Tests:

All of the above services and Features shall comply in all respect with the Specifications.

5.2          Performance Certification.

Provided always that the Broadband Access Reliance Network is operated and maintained (including all necessary repairs, replacements and other services as paid for by Reliance pursuant to the Broadband Access Services Contract and Technical Support Services) to the standard required under the relevant Documents, Vendor warrants that the Work shall, at all times during the Product Warranty Period and during the first [***] that the Technical Support Services is in effect (provided, however, that if Reliance terminates the Technical Support Services for cause prior to the expiration of such [***] period, then the Vendor’s obligations under this Section shall nevertheless continue for the remaining balance of such [***] period ), comply and perform in accordance with the Specifications (the “Performance Warranty”).  In the event of any breach of the Performance Warranty attributable to the Work not being performed in accordance with the Documents during the Product Warranty Period, or because of Vendor’s failure to comply with its obligations under the Broadband Access Services Contract and Technical Support Services(an “Attributable Breach”), Vendor shall provide, at no cost to Reliance, all Products, Features, Services and other items of Work necessary such that the Broadband Access Reliance Network complies and performs in accordance with the Specifications.

5.3          Problem Analysis.

If Vendor fails to perform the Work in accordance with the Documents, including the Specifications set forth herein, Vendor shall: (i) promptly investigate and report on the causes of the problem; (ii) provide an appropriate Root Cause Analysis of such failure as soon as practicable after such failure; (iii) promptly initiate remedial action reasonably acceptable to Reliance to correct the problem and to begin meeting the Specifications as soon as practicable; (iv) advise Reliance, as and to the extent requested by Reliance, of the status of remedial efforts being undertaken with respect to problems that may have a material impact upon Reliance or the User; (v) advise Reliance, on a weekly basis until correction, of the status of remedial efforts being undertaken with respect to problems that would not have a material impact upon Reliance or any User; and (vi) provide Reliance reasonable evidence that the causes of such problem have been or will be corrected on a permanent basis.  Vendor shall use reasonable efforts and diligence to complete the Root Cause Analysis within the time periods set forth in the Specifications.  Provided however that in the event that the warranty services with respect to Products and Technical Support Services provided by the

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Vendor pursuant to the Documents stipulate better service levels than what is set forth in this Section 5.3, Vendor shall provide such better levels of services.

5.4          Continuous Improvement Reviews.

Vendor acknowledges that the quality of the Work provided in certain Service areas may be improved during the Term.  Vendor shall use reasonable efforts to improve the quality of the Work provided in such areas to meet or exceed the Specifications and shall do so [***] to Reliance.

5.5          Satisfaction Surveys.

During the first [***] following the Commencement Date and at [***] intervals thereafter, at Reliance’s sole option, Reliance, its designee and/or independent third parties shall conduct the satisfaction surveys in accordance with the survey protocols and procedures specified in the Procedures Manual.  If the results of any satisfaction survey indicate that the level of satisfaction with Vendor’s performance is less than the target level specified in the Documents, Vendor shall promptly during the period of support and maintenance provided by the Vendor: (a) perform a Root Cause Analysis of the management or user dissatisfaction and report to Reliance the results of such Root Cause Analysis; (b) develop an action plan to address and improve the level of satisfaction; (c) present such plan to Reliance for its review, comment and approval; and (d) take action in accordance with the approved plan and as necessary to improve the level of satisfaction.  Reliance and Vendor shall establish a schedule for completion of the Root Cause Analysis and the preparation and approval of the action plan that shall be reasonable and commensurate with the severity and materiality of the problem; provided, that the time for completion of such tasks shall not exceed [***] from the date such user survey results are finalized and reported.  Following implementation of such action plan, if and to the extent deemed appropriate by Reliance, its designee and/or independent third parties will conduct follow-up surveys with the affected Users and management to confirm that the cause of any dissatisfaction has been addressed and that the level of satisfaction has improved.

5.6          Performance Failure.

If Vendor fails to remedy an Attributable Breach, Reliance may, in addition to its other remedies at law and in equity, including those provided in the Documents, terminate all or any portion of the Contract in accordance with the provisions of Section 23.

5.7          Liquidated Damages.

5.7.1           The Parties agree that damages for delay are difficult to calculate accurately and not reasonably determinable at the time of execution of the Documents and therefore agree that liquidated damages (“Liquidated Damages”) shall be paid as set forth in this Section.  The Parties agree that Liquidated Damages are intended to compensate Reliance for the delayed or late performance by the Vendor and are not a penalty.

(a)           In the event that delivery of Products or separately identified parts thereof are delayed past the date for delivery thereof set forth in the

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respective Purchase Orders covering such Products or parts thereof, which delay shall not include delays caused by (i) an event of Force Majeure with respect to delivery affecting the Vendor, (ii) Reliance’s failure to satisfy its obligations relating to delivery as set forth in the Documents or to provide the Vendor access to the Network to allow the Vendor to complete Acceptance Testing (including appropriate Network downtime to accommodate Acceptance Testing), (iii) delays solely attributable to air carriers that have been appointed by Reliance, or (iv) failure by a Third Party Provider (other than a Subcontractor) to perform its obligations with respect to delivery (provided that Vendor has not contributed to such failure by such Third Party Provider or failed to comply with Vendor’s program management responsibilities which contributed to such failure), then Liquidated Damages shall accrue at the rate of [***]  The value of the Products or parts thereof so delayed shall be equal to the Net Prices of such Products or parts thereof so delayed multiplied by the respective quantities of such Products or parts thereof so delayed.  [***]  The foregoing notwithstanding, in the event that such delivery delay of Products or separately identified parts thereof results in a delay in the commissioning or Acceptance of the Broadband Access Reliance Network or any part thereof, then the Liquidated Damages determined under this paragraph (a) shall be the greater of (i) the Liquidated Damages determined as described above, or (ii) Liquidated Damages accrued as described above but [***]

(b)           In the event that Substantial Completion of any portion of the Initial Broadband Access Reliance Network is delayed beyond the date set for Substantial Completion of such portion of the Initial Broadband Access Reliance Network specified in the Documents, which delay shall not include delays caused by (i) an event of Force Majeure with respect to such portion of the Initial Broadband Access Reliance Network affecting Vendor, (ii) Reliance’s failure to satisfy its obligations relating to Substantial Completion of such portion of the Initial Broadband Access Reliance Network set forth in the Documents, (iii) delays solely attributable to air carriers that have been appointed by Reliance or (iv) failure by a Third Party Provider (other than a Subcontractor) to perform its obligations with respect to such portion of the Initial Broadband Access Reliance Network (provided that Vendor has not contributed to such failure by such Third Party Provider or failed to comply with Vendor’s program management responsibilities which contributed to such failure), then Liquidated Damages shall accrue at the rate of [***].  The value of all Purchase Orders relating to such portion of the Initial Broadband Access Reliance Network shall be equal to the Net Prices of all Products and Services covered by all Purchase Orders that relate to such portion of the Initial Broadband Access Reliance Network, multiplied by the respective quantities of such Products and Services relating to such portion of the Initial Broadband Access Reliance Network.  [***]

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(c)           In the event that Substantial Completion of Products forming part of Expansions is delayed beyond the date set for such Substantial Completion due to Defects and Deficiencies attributable to the Vendor (other than delay in delivery) and Vendor fails to rectify such Defects or Deficiencies in accordance with the time periods set forth in Annexure 1A to the Specifications (Technical Support Services), then Liquidated Damages shall accrue at the rate of [***]. The Liquidated Damages shall be calculated for the period commencing on the date on which such Products failed to achieve Substantial Completion and ending on the date on which the Products achieve Substantial Completion. [***]

(d)           Liquidated Damages payable to Reliance hereunder shall, at Reliance’s option, be payable by way of offset against outstanding payment obligations of Reliance to Vendor or any assignee or Affiliate of Vendor or by credits against future purchases of Products and Services by Reliance from Vendor or any assignee or Affiliate of Vendor.

(e)           The Parties may agree that Liquidated Damages may be waived in the event that Reliance requests Vendor to deliver Products or achieve Acceptance of the Broadband Access Reliance Network or any part thereof on an expedited basis.  Any such agreement to waive Liquidated Damages must be in writing signed by both Parties at the time the Purchase Order relating to such Products or Link is given to Vendor.

5.7.2           In the event Vendor fails to make available for the Broadband Access Reliance Network each service, Feature and Function set forth on Schedule 6 to these General Terms on or before the respective date set forth on Schedule 6 for such availability, then the Vendor shall pay Liquidated Damages to Reliance in the respective amount set forth on Schedule 6 relating to such service, Feature or Function.  Liquidated Damages payable to Reliance hereunder shall, at Reliance’s option, be payable by way of offset against outstanding payment obligations of Reliance to Vendor or any assignee or Affiliate of Vendor or credits against future purchases of Products and Services from Vendor or any assignee or Affiliate of Vendor.

SECTION 6.         PROJECT PERSONNEL

6.1          Key Personnel.

Certain Key Personnel critical to the success of the Work are designated in a schedule to these General Terms provided that for Expansions Key Personnel shall be identified only in the event that Reliance issued a Task Order for Services to Vendor. Vendor will implement and maintain a program designed to retain Key Personnel on the Reliance account for the prescribed period.

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6.2          Approval of Key Personnel.

Before assigning an individual to act as one of the Key Personnel, Vendor shall notify Reliance of the proposed assignment and provide a reasonable opportunity for Reliance or its designee representatives to interview the individual, including a resume and such other information about the individual as may be reasonably requested by Reliance.  If Reliance in good faith objects to the proposed assignment, the Parties shall attempt to resolve Reliance’s concerns on a mutually agreeable basis.  If the Parties have not been able to resolve Reliance’s concerns within [***] Vendor shall not assign the individual to that position and shall propose to Reliance the assignment of another individual of suitable ability and qualifications.  Reliance may from time to time change the positions designated as Key Personnel under these General Terms with Vendor’s approval, which shall not be unreasonably withheld.

6.3          Continuity of Key Personnel.

Vendor shall cause each of the Key Personnel to devote full time and effort, for the period specified in the applicable Documents, to the performance of the Work under the applicable Documents.  Vendor shall not transfer, reassign or remove any of the Key Personnel (except as a result of voluntary resignation, involuntary termination for cause, illness, disability, or death) during the specified period without Reliance’s prior approval.  In addition, even after the period specified (except as a result of voluntary resignation, involuntary termination, illness, disability, or death), Vendor shall transfer, reassign or remove one of its Key Personnel only after: (i) giving Reliance at least [***] prior written notice; (ii) obtaining Reliance’s written approval of a suitable replacement or position elimination; and (iii) assuring Reliance that such action will not have an adverse impact on Vendor’s performance of its obligations under the Documents.

6.4          Vendor Program Manager.

At Reliance’s request, Vendor shall designate a “Vendor Program Manager” for Reliance with respect to the Work performed pursuant to each Contract.  The Vendor Program Manager shall: (i) be one of the Key Personnel; (ii) be a full time at-will employee of Vendor; (iii) devote his or her full time and effort to managing the Work for a minimum period of [***] after the date of Acceptance of the Initial Broadband Access Reliance Network (except as a result of voluntary resignation, involuntary termination, illness, disability, or death); (iv) serve as the single point of accountability for the Work; and (v) have day-to-day authority for ensuring customer satisfaction and attainment of all Specifications.

6.5          Vendor Personnel Are Not Reliance, Reliance Affiliate or User Employees.

Vendor, not Reliance nor any Reliance Affiliate or User, has the right, power, authority and duty to supervise and direct the activities of the Vendor Personnel and to compensate such Vendor Personnel for any work performed by them on Reliance’s behalf pursuant to the Documents.

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6.6          Replacement, Qualifications, and Retention of Vendor Personnel.

6.6.1           Vendor shall assign sufficient Vendor Personnel to perform the Work in accordance with the Documents and such Vendor Personnel shall possess suitable competence, ability and qualifications and shall be properly skilled for the Work they are to perform.

6.6.2           In the event that Reliance determines that the continued assignment of any Vendor Personnel in accordance with the Documents (including Key Personnel) is not in the best interests of Reliance or User, Reliance shall give Vendor prior written notice to that effect requesting that such Vendor Personnel be replaced; provided, that Vendor shall not effect any such replacement in violation of Applicable Laws.  Vendor shall promptly replace such Vendor Personnel with an individual of suitable skills.  Nothing in this provision shall operate to limit Vendor’s responsibility for the acts or omissions of the Vendor Personnel.

6.6.3           In addition to, and not in limitation of any rights Reliance possesses under Section 6, if Reliance determines that a Vendor-provided employee, agent or Subcontractor is not providing satisfactory service, Reliance shall advise the Vendor and may require the Vendor to remove that employee/agent or Subcontractor.  Reliance shall only pay for work actually satisfactorily performed by the removed employee/agent or Subcontractor prior to Reliance’s notice for removal and not for transportation or per diem costs associated with replacing the employee/agent or Subcontractor.

6.6.4           The Vendor shall require its employees, agents and Subcontractors (to the extent applicable) to comply with the terms and conditions of the Documents.

6.7          Reliance Approval of Vendor Personnel

If Charges for any Services are payable on a per diem or a time and materials basis, Reliance shall have a reasonable opportunity to review and approve all Vendor Personnel involved in the applicable Purchase Order.

6.8          Union Contracts and Applicable Laws.

Vendor shall provide Reliance not less than [***] notice of the expiration of any collective bargaining agreement with unionized Vendor Personnel if the expiration of such agreement or any resulting labor dispute could potentially interfere with or disrupt the business or operations of Reliance or a User, or impact Reliance’s ability to timely perform its duties and obligations under the Documents.

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SECTION 7.         VENDOR’S RESPONSIBILITIES

7.1          Committees and Meetings.

7.1.1           Joint Operating Committee.

Reliance and Vendor shall establish a Joint Operating Committee, consisting of three appropriate representatives of each Party with authority to make commitments and take appropriate actions.  The purpose of the Joint Operating Committee is to discuss Reliance’s business requirements, the Work and ways to better align the Work to serve these business requirements and to discuss payments due and outstanding to the Vendor.  Additionally, the Joint Operating Committee will review the status of the Documents, the performance of the Parties thereunder and the status and resolution of disputes between the Parties.  The Joint Operating Committee will also provide a forum for discussions regarding Reliance’s current and anticipated needs, the direction of technology changes and Vendor’s performance and anticipated requirements.

7.1.2           Meetings.

During the Term, representatives of the Parties shall meet periodically to discuss matters arising under the Documents.  Such meetings shall include the following:

(a)           a periodic meeting at least monthly of the Joint Operating Committee to review performance and monthly reports, planned or anticipated activities and changes that might adversely affect performance, outstanding invoices and such other matters as appropriate;

(b)           a quarterly management meeting to review the monthly reports for the quarter, review Vendor’s overall performance under the Contract, review progress on the resolution of issues, provide a strategic outlook for Reliance’s information systems requirements, and discuss such other matters as appropriate;

(c)           an annual meeting of senior management of both Parties to review relevant contract and performance issues; and

(d)           such other meetings of Reliance and Vendor Personnel, including senior management of Vendor, as Reliance or Vendor may reasonably request.

7.1.3           Preparation for Meetings.

For each such meeting, upon Reliance’s request, Vendor shall prepare and distribute an agenda, which will incorporate the topics suggested by Reliance.  Vendor shall distribute such agenda in advance of each meeting so that the meeting participants may prepare for the meeting.  In addition, upon Reliance’s request, Vendor shall record and promptly distribute to applicable Reliance personnel and Vendor Personnel minutes for every meeting.

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7.1.4           Notice of Meetings.

Vendor shall notify the Reliance Program Manager in advance of scheduled meetings with Users (other than meetings pertaining to the provision of specific Services on a day-to-day basis) and shall invite the Reliance Program Manager to attend such meetings or to designate a representative to do so.

7.2          Documentation and Records.

The Vendor shall furnish all drawings, specifications, specific design data, preliminary arrangements and drawings arising from or related to the Work or as otherwise required for the Vendor to perform its responsibilities under the Documents. Such materials shall be in sufficient detail to indicate that the Work to be supplied and performed under the Documents complies with the Specifications and the other requirements set forth herein. Vendor will maintain and provide all of the documentation and records produced in connection with the implementation of the Work and the Documents and any other documents that may be required by Reliance to (a) meet and comply with any Applicable Laws, (b) minimize the cost of the program, and (c) arrange financing, insurance or improved operational flexibility for Reliance.  The Vendor shall be responsible for any loss arising out of or relating to the negligent act or omission of the Vendor, its employees, agents or Subcontractors in failing to maintain proper records and documentation for Reliance’s property.  The Vendor shall reimburse Reliance for any such loss of Reliance’s property at the replacement cost applicable thereto.

7.3          Reports.

Vendor shall provide to Reliance the reports required in the applicable Contract in the format and at the frequencies provided therein (the “Specified Reports”).  From time to time, Reliance may request and Vendor shall prepare and deliver any additional reports that Reliance may identify to be generated by Vendor on an ad hoc basis (the “Ad Hoc Reports”).  The Specified Reports and the Ad Hoc Reports shall be collectively referred to as the “Reports”.  All Specified Reports shall be provided to Reliance as part of the Work [***]. The Procedures Manual shall indicate the number and nature of the Ad Hoc Reports that shall be provided to Reliance as part of the Work at no additional charge (the “Ad Hoc Reporting Baseline”). If Reliance requests a number or nature of Ad Hoc Reports that exceeds the Ad Hoc Reporting Baseline (“Additional Reports”), Vendor shall prepare and deliver such Additional Reports promptly, but shall be permitted to charge Reliance [***].  If no Ad Hoc Reporting Baseline is specified in a Contract, the Parties shall assume that the Ad Hoc Reporting Baseline is equal to the number and nature of reporting that one reasonably trained and experienced person could produce using reasonable efforts and diligence.  As part of the Work, Vendor shall provide Reliance with such information available to Vendor as may be reasonably requested by Reliance in order to verify the accuracy of the Reports provided by Vendor.  Vendor shall promptly correct any errors or inaccuracies in or with respect to the Reports or other deliverables caused by Vendor or Vendor Personnel.

7.4          Meetings.

During the term of each Contract, representatives of the Parties shall meet periodically or as reasonably requested by either Party to discuss matters arising under such Contract.  Such

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meetings may include a periodic meeting to review performance and any reports, planned or anticipated activities and changes that might adversely affect or improve performance, and such other matters as appropriate, review progress on the resolution of issues, provide a strategic outlook for User’s information systems requirements, and discuss such other matters as appropriate.

7.5          Quality Assurance.

Vendor shall develop and implement quality assurance processes and procedures to ensure that the Work is performed in an accurate and timely manner, in accordance with the Documents and best practices of the information technology and telecommunications industry and in compliance with the laws applicable to Reliance and Users.  Such procedures shall include verification, checkpoint reviews, testing, acceptance, and other procedures for Reliance to assure the quality and timeliness of Vendor’s performance.  Vendor shall submit such processes and procedures to Reliance for its review and comment within [***] following the Effective Date of each Contract, and a final draft at least [***] prior to the Commencement Date of each Contract.  If the Parties do not agree upon a specific quality assurance modification requested by Reliance, the Parties shall promptly meet and work diligently to resolve the disagreement.  Such processes and procedures shall be included in the Procedures Manual.  Nothing herein shall require Vendor to disclose confidential Proprietary Information regarding its processes and procedures that do not directly affect Reliance or any User.  No failure or inability of the quality assurance procedures to disclose any errors or problems with the Work, however, shall excuse Vendor’s failure to comply with the Specifications and other terms of the Documents.

7.6          Architecture, Standards and Information Technology and Telecommunications Planning.

As requested by Reliance, Vendor shall provide Reliance with reasonable assistance in defining information technology and telecommunication architectures and standards relating to the Work on an ongoing basis and in preparing long-term strategic information technology and telecommunication plans and short-term implementation plans on an annual basis.

7.7          Time, Date and Location Processing Compliance.

7.7.1           Vendor covenants, and shall take all steps necessary to ensure, that the advent of any time, time zone, multiple locations, date or year shall not adversely affect Vendor’s performance of the Work.  Vendor further covenants, and shall take all steps necessary to ensure, that the Broadband Access Reliance Network and the Work shall: (a) have the ability to process time, time zone, multiple locations and date information before, during and after any time, time zone, multiple locations, date or year change, including accepting time and date input, providing time and date output and performing calculations on times and dates or portions of times and dates; (b) respond to two (2) digit year date input in a way that resolves the ambiguity as to date or year in a disclosed, defined and predetermined manner; (c) store and provide output of time, time zone, multiple locations and date information in ways that are unambiguous as to times, time zones, dates or

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years; and (d) properly exchange date and time data with software, equipment and systems with which it shall interact and Interoperate (collectively, “Date Processing Compliance”).

7.7.2           Vendor shall obtain warranties of Date Processing Compliance from each third party vendor from whom Vendor procures new third party Equipment or Software to be operated, maintained, supported or used by Vendor, Reliance or User under the Documents.  Vendor shall not procure any such Equipment or Software not having such warranties of Date Processing Compliance without Reliance’s prior approval.

7.8          Access to Specialized Vendor Skills and Resources.

Upon Reliance’s reasonable request, Vendor shall promptly provide Reliance with access to Vendor’s specialized technical services, personnel and resources (the “Specialized Services”) at least equal to that provided by Vendor to any of its other customers.  The Parties acknowledge that the provision of such Specialized Services may, in some cases, constitute New Services for which Vendor is entitled to additional compensation, but in no event shall Vendor be entitled to any additional compensation for New Services under this Section 7.8 unless agreed to in writing by Reliance.

7.9          Standby Letter of Credit.

7.9.1           Vendor shall at least [***] prior to the time that Vendor invoices Reliance with respect to the Acceptance of the Products or Services under a Purchase  Order, provide a  standby  letter of  credit (“Performance Security”) for performance of the  Work and  the  warranty obligations applicable to the Products or Services covered  under such Purchase Order.  Such Performance Security shall be in an amount equal to [***] of the total Purchase Order value and shall be valid for a period of [***] from and after the date of the Acceptance of all Products or Services covered under such Purchase Order (the “Initial Term”). Vendor shall renew such Performance Security for a further period of [***] (the “Extension Term”) on the same terms and conditions.

7.9.2           During the Initial Term, Reliance shall be entitled to draw upon the Performance Security, at any time after the occurrence of any one or more of the following events:

(a)           Any Products and Services fail to materially comply and perform in accordance with the Specifications;

(b)           Vendor fails to materially perform its obligations with respect to Section 5.2;

(c)           Any material breach by the Vendor of any of its covenants or obligations set forth in Section 3.16, Section 4.2.2, Section 14.2, Section 19.1 or Section 20.1;

(d)           Any breach by the Vendor of any of its covenants or obligations set forth in Section 3.20 or Section 12.7; and/or

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(e)           Vendor fails to materially perform its obligations set forth in the Documents with respect to the Test Bed Laboratory;

provided, that in each case Reliance shall give Vendor [***] written notice of Reliance’s intent to draw upon the Performance Security, during which time the Vendor shall be allowed to cure the breach, failure or default specified in such notice and any dispute between Vendor and Reliance with respect to such performance failure has not been resolved through the procedures set forth in Section 22.2(ii) except that the period to resolve such dispute as set forth in such Section 22.2(ii) was extended to thirty (30) days.

7.9.3           During the Extension Term, Reliance shall be entitled to draw upon the Performance Security at any time after the occurrence of the following event:

(a)           Any Products and Technical Support Services fail to materially comply and perform in accordance with the Specifications (excluding Vendor’s obligations in respect of providing Vendor Personnel for Program Management under Annexure 1A of the Specifications);

provided, that Reliance shall give Vendor [***] written notice of Reliance’s intent to draw upon the Performance Security, during which time the Vendor shall be allowed to cure the breach, failure or default specified in such notice (but only if such breach, failure or default is capable of being cured within such time) and any dispute between Vendor and Reliance with respect to such performance failure has not been resolved through the procedures set forth in Section 22.2(ii) except that the period to resolve such dispute as set forth in such Section 22.2(ii) was extended to [***].

7.9.4           The Performance Security shall be issued in the forms attached as Schedule 5A and 5B hereto and by a bank acceptable to Reliance.  Vendor shall vary the value of the Performance Security as necessary and called for by the issuing bank to include all Purchase Order changes made pursuant to the Documents including, but not limited to, increase or decrease in scope, value, and schedule acceleration or deceleration.

7.9.5           Vendor shall obtain such Performance Security and shall replace, renew or extend such Performance Security for one additional [***] period (with effect from the expiration of the immediately prior [***] period) in order that such Performance Security remains effective and valid at all times until the expiration of [***] after the date of Acceptance of the Work covered under such Performance Security. Vendor shall deliver evidence of such replacement, renewal or extension to Reliance at least [***] prior to the expiration of the then-current term.  In the event that Reliance does not receive such renewed or extended Performance Security at least [***] prior to the expiration of the then-current term, then Reliance may encash, present for collection or otherwise realize upon the entire amount of such existing Performance Security at any time prior to the expiration of the then-current term of such Performance Security, and Vendor hereby consents to such encashment,

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presentation for collection or other realization. In the event that Reliance actually receives any amounts as a result of any such encashment, presentation for collection or other realization, Reliance shall hold such amounts as a substitute for the Performance Security so encashed, presented for collection or otherwise realized, and such amounts shall be subject to the same terms and conditions regarding release of Performance Security set forth in this Section.  In the event that the Vendor subsequently provides Reliance with additional Performance Security of at least equal value with the Performance Security so encashed, presented for collection or otherwise realized, then Reliance shall pay over to the Vendor the foregoing amounts received by Reliance, less all bank charges related to the holding or paying over of such amounts to the Vendor.

7.9.6           Upon Vendor’s performance of all obligations, the Performance Security will be released to Vendor after it has been ascertained that Reliance has no claims against Vendor.

7.9.7           In the event that the terms of payment under the Purchase Order and applicable Documents allow for the payment of any amount to Reliance, Reliance shall be permitted to draw such amount from the Performance Security if such amount is not paid within [***] of it becoming due by the Vendor to Reliance.

7.10        Planning.

Vendor shall assist Reliance in preparing, on an annual basis, a network design, architecture and engineering plan to address Reliance business and technology requirements relating to the Products and Services provided by Vendor (the “Broadband Access Reliance Network Plan”).  The Broadband Access Reliance Network Plan shall incorporate both a five-year plan and an annual implementation plan, as set forth below. The Vendor shall, [***] provide the equivalent of up to one person to support such planning.

7.10.1         Five-Year Plan.

The Broadband Access Reliance Network Plan shall include a comprehensive assessment and strategic analysis of the Broadband Access Reliance Network, systems, products and services for the next five years, including an assessment of the appropriate direction for such Broadband Access Reliance Network, systems and services in light of Reliance’s business priorities, strategies and competitive market forces (to the extent such business information is provided by Reliance to Vendor).  The five-year plan shall include the specific identification of proposed software and hardware strategies and directions, cost projections, cost/benefit analyses of proposed changes, descriptions of the types of personnel skills and abilities needed to respond to recommended changes or upgrades in technology, general plans and projected time schedules for developing and achieving recommended elements, and recommendations of network and other technology platforms supporting service level requirements, exploiting industry trends or offering potential price/performance improvement opportunities.

7.10.2         Annual Implementation Plan.

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As necessary to support the overall objectives and directions of the five-year plan, the annual implementation plan shall provide specific guidance as to the network and other technology services requirements, projects, and plans for the upcoming year, including details on operations, maintenance backlog and development activities.  The annual implementation plan shall include a summary review of Vendor’s performance of the Work in the year then concluding, and shall make updates and revisions of the long-term plan as appropriate if the Term is extended.  An annual implementation plan shall be prepared for each year of the Term.

7.10.3         Project Planning.

Reliance shall develop a project plan for the drafting of the Broadband Access Reliance Network Plan that (i) identifies the key Reliance personnel whose input is required for completion of the Broadband Access Reliance Network Plan and (ii) sets forth a proposed interview schedule for such personnel.  Vendor shall adhere to the project plan, and shall notify Reliance of any delay or inability to complete any phase or portion thereof. Vendor shall recommend modifications to the Broadband Access Reliance Network Plan as it deems appropriate.

7.10.4         Implementation.

As requested by Reliance, Vendor shall modify the Work to conform to the Broadband Access Reliance Network Plan.

7.11        Disaster Recovery.

Vendor shall, on or before [***] propose to Reliance a disaster recovery plan for Broadband Access Reliance Network. Reliance may, pursuant to rejection and/or modification (in its sole discretion) of any portion of such Vendor proposed disaster recovery plan, accept such disaster recovery plan. Vendor shall ensure that its network management facility’s disaster recovery procedures are compatible with such Reliance accepted disaster recovery plan.

SECTION 8.         RELIANCE RESPONSIBILITIES

8.1          Responsibilities.

In addition to Reliance’s responsibilities as expressly set forth elsewhere in the Documents, Reliance shall be responsible for the following:

8.1.1           Reliance shall, at its sole discretion, designate, prior to commencement of the Services by Vendor, a “Reliance Program Manager,” who shall have the authority to act on behalf of Reliance in all day-to-day matters pertaining to the Documents and any Contract hereunder.  Reliance may change the designated Reliance Program Manager from time to time by providing notice to Vendor.  Additionally, Reliance will have the option, but will not be obligated, to designate additional representatives who will be authorized to make certain decisions (e.g., regarding emergency maintenance) if the Reliance Program Manager is not available.

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8.1.2           Reliance shall cooperate with Vendor by, among other things, making management decisions and providing information, approvals and acceptances, as reasonably requested by Vendor, so that Vendor may accomplish its obligations and responsibilities hereunder.

SECTION 9.         AFFILIATES

9.1          Affiliates.

9.1.1           During the Term, Reliance will have the right, but not the obligation, to require the Vendor to fulfill (and the Vendor will so fulfill) signed Purchase Orders for Products and/or Services received from any Affiliate designated by Reliance pursuant to and in accordance with the same prices and the same terms and conditions as set forth in the Documents, provided that such Products and Services shall be solely for Network deployment in the Republic of India.

9.1.2           The Reliance Affiliate placing a Purchase Order shall be primarily liable to Vendor for payment of all amounts due thereunder in accordance with the Documents. Reliance shall provide reasonable financial information relating to such Reliance Affiliate. In the event the Parties cannot reach agreement regarding such details, Reliance shall issue a comfort letter to the Vendor pursuant to which Reliance will agree to take all steps necessary to ensure that such Reliance Affiliate makes all payments due to the Vendor in accordance with the terms of the Documents.

9.2          Affiliate Rights and Obligations.

9.2.1           Notwithstanding anything contained herein to the contrary, Reliance Affiliates will not be deemed third party beneficiaries to these General Terms.  Only Reliance may designate a Person as a Reliance Affiliate in accordance with the terms of this Section 9 and (except with respect to specific Reliance Affiliate Purchase Orders made by a Reliance Affiliate pursuant to and in accordance with the terms of this Section 9) only Reliance has the right and/or the ability to enforce any rights hereunder against the Vendor.  Only the Reliance Affiliate issuing a specific Purchase Order for the supply of Products and/or Services under the Documents will incur an obligation or liability to the Vendor for any claim that may arise from or relate to that Purchase Order.  [***].

9.2.2           For purposes of any such Reliance Affiliate Purchase Order, the term “Reliance” as used herein shall be deemed to mean any such Reliance Affiliate ordering hereunder, subject solely to the terms of this Section 9.

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SECTION 10.       SUBCONTRACTORS

10.1        Subcontractors.

10.1.1         Performance of the Documents may not be delegated, subcontracted or assigned, in whole or in part, by the Vendor without the prior written consent of Reliance.  To attain Reliance’s consent, the Vendor shall provide Reliance with the following a) with respect to all Subcontractors engaged exclusively to perform Work for Reliance, Vendor shall submit to Reliance the general terms upon which it proposes to contract with such Subcontractors, together with their names and relevant details; Reliance will review the same expeditiously (taking into account the alternative sources available and program schedule) and will not unreasonably withhold, condition or delay its consent to the same; Reliance’s approval/consent shall not however affect the Vendor’s responsibility under the Documents.  Reliance shall be provided with unpriced copies of such executed agreements; and/or b) with respect to the Subcontractors who are directly working on the Broadband Access Reliance Network, the Vendor shall submit the general terms upon which it proposes to contract with such Subcontractors and/or c) with respect to the other Subcontractors, the Vendor shall submit Vendor’s subcontracting plan at no extra cost (specifying the details of major Subcontractors; the work, and the level of criticality of such work to be performed by the Subcontractors, the alternative sources/parties available for such providing such work) and the details of the agreement between the Vendor and such Subcontractor (describing guarantees of continued supply, protection against delays in project implementation and cost increases).  In the event that Reliance is of the opinion, based on the subcontracting plan provided and other program related information available, that any Subcontractor is critical to the implementation of the program (for example, where there is only one party providing such subcontracting services), the Parties shall mutually agree on certain preventive measures to ensure that such Subcontractor does not cause any delay in implementation of, or cost increases in, the program.  Pursuant to the terms set forth above, the Vendor will select Subcontractors in connection with the performance of the Work such that all Products and Services provided by any such Subcontractors meet the Specifications and all other requirements set forth in the Documents.

10.1.2         Regardless of whether or not the Vendor obtains approval from Reliance of a Subcontractor or whether the Vendor uses a Subcontractor recommended by Reliance, use by the Vendor of a Subcontractor will not, under any circumstances: (a) give rise to any claim by the Vendor against Reliance if such Subcontractor breaches its subcontract or contract with the Vendor; (b) give rise to any claim by such Subcontractor against Reliance; (c) create any contractual obligation by Reliance to the Subcontractor; (d) give rise to a waiver by Reliance of its rights to reject any Defects or Deficiencies or Defective Work; or (e) in any way release the Vendor from being solely responsible to Reliance for the Work to be performed under the Documents.

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10.1.3         The Vendor agrees that Reliance may revoke consent of any Subcontractor that violates any terms or conditions of the Documents.  Reliance has the right at any time to require removal of a Subcontractor and/or any of a Subcontractor’s personnel from Work upon reasonable grounds and reasonable prior written notice to the Vendor.  The exercise of such right by Reliance will have no effect on the provisions of Sections 10.1 and 10.2.

10.2        Vendor’s Liability.

10.2.1         The Vendor is the general contractor for the Work and remains responsible for all of its obligations under the Documents, including the Work, regardless of whether a subcontract or supply agreement is made or whether the Vendor relies upon any Subcontractor to any extent.  [***].

10.2.2         The terms of the Documents shall in all events be binding upon the Vendor regardless of and without regard to the existence of any inconsistent terms in any agreement between the Vendor and any Subcontractor whether or not and without regard to the fact that Reliance may have directly and/or indirectly had notice of any such inconsistent term.

10.3        Assignability of Subcontracts to Reliance.

To the extent reasonably requested in writing by Reliance, the Vendor will immediately assign to Reliance any subcontract between the Vendor and any Subcontractor engaged specially to perform Work for Reliance, or who are directly working on the Broadband Access Reliance Network.  The Vendor will ensure that each agreement between the Vendor and a Subcontractor contains a provision stating that such agreement permits assignment thereof without penalty to Reliance at the option of Reliance and for the same price and under the same terms and conditions as originally specified in such Subcontractor’s agreement with the Vendor and such Subcontractor will continue its portion of the Work as may be requested by Reliance.  Provided however, in the event a Subcontractor, in spite of best efforts of the Vendor, refuses to agree to the insertion of the said provision in the said agreement between the Vendor and the Subcontractor, the Parties shall discuss, if necessary with the Subcontractor, the means of resolution of such deviation. Furthermore, the Vendor shall ensure that each material agreement between the Vendor and a Subcontractor contains a provision stating that such agreement may be made available in whole or in part to Reliance at its reasonable request without causing the violation and/or breach of any such agreement.

10.4        Subcontractor Insurance.

The Vendor shall require all Subcontractors to obtain, maintain and keep in force during the time they are engaged in providing Products and Services hereunder adequate insurance coverage consistent with Section 3.19 and Schedule 2 (provided, that the maintenance of any such Subcontractor insurance will not relieve the Vendor of its other obligations pursuant to Section 3.19 and Schedule 2).  The Vendor will, upon Reliance’s request, furnish Reliance with evidence of such insurance in form and substance reasonably satisfactory to Reliance.  To the extent requested by Reliance all such insurance will be subject to Reliance’s reasonable approval.  All Subcontractors shall be of bondable financial condition.

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10.5        Vendor Warranties.

The warranties of the Vendor set forth in the Documents will be deemed to apply to all Work performed by any Subcontractor as though the Vendor had itself performed such Work, and the Parties agree that Subcontractor warranties will not be enforceable merely on a “pass-through” basis.  Reliance may, but shall not be obligated to, enforce such warranties of any Subcontractor to the extent that Reliance determines that the Vendor is not paying and/or performing its warranties; provided, that any such election by Reliance will not relieve the Vendor from any obligations or liability with respect to any such warranty.

10.6        Payment of Subcontractors.

The Vendor shall make all payments to all Subcontractors, unless otherwise specified in the Documents, (except in the case of legitimate disputes between the Vendor and any such Subcontractor arising out of the agreement between the Vendor and such Subcontractor) in accordance with the respective agreements between the Vendor and its Subcontractors such that Subcontractors will not be in a position to enforce liens and/or other rights against Reliance or any of its Affiliates, any Market or any part thereof or Product therein. Vendor shall provide, and shall obtain from all Subcontractors and deliver to Reliance, waivers of all unpaid vendors, mechanics’ and materialmen’s liens under all Applicable Laws.  Reliance reserves the right, upon written intimation to Vendor, to make payments due hereunder directly to suppliers of Vendor whenever Reliance has reason to believe Vendor has not paid or is likely not to pay such suppliers amounts due them on a timely basis, provided that Reliance shall give the Vendor notice prior to making such payments.  In the event Reliance makes such payments to Subcontractors, Vendor shall immediately credit, secure or repay to Reliance, the amount of such payments.

SECTION 11.       TERM

The term of these General Terms shall begin on the Effective Date and continue either (a) for a period of [***] or (b) until final termination of any Contract entered into in accordance with these General Terms, whichever is later (as such term may be renewed, extended or earlier terminated pursuant to the terms hereof, the “Term”).  The term of these General Terms and of each Contract shall begin and expire as set forth hereunder and thereunder; provided, that upon the mutual agreement of the Parties at least [***] prior to the expiration of the current term, each Contract is subject to renewal for [***] periods on the same terms and conditions contained therein.

SECTION 12.       CHARGES

12.1        General.

In full and complete consideration of Vendor’s performance of the Services and provision of the Products, Reliance agrees to pay Vendor the Charges set forth in the applicable Contract in accordance with the process set forth in such Contract.  [Reliance shall only be obligated to pay for Products and Services that comply with the Documents, including applicable Specifications and the provisions set forth in the relevant Contract.] Vendor shall correct,

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[***] any nonconforming Products or Services and any incorrect outputs, such as reports, that are the responsibility of Vendor hereunder, and [***].

12.2        [***]

12.3        Third Party Fees.

Beginning on the Commencement Date and to the extent expressly set forth in an Contract, Vendor shall be responsible for: (i) all Subcontractor  fees and expenses necessary for the performance of the Services and provision of the Products and other Work; and (ii) the payment of any fees, penalties, charges, interest or other expenses due and owing with respect to such Subcontractor.

12.4        Expenses.

Except to the extent identified as an Expense in an applicable Purchase Order, and approved by Reliance in accordance with the Documents, all expenses incurred by the Vendor to provide any Deliverable shall be deemed included in the Net Price for such Deliverable.

12.4.1         Expense Forecasts.

(a)           Prior to the issuance of any Purchase Order, Vendor shall provide Reliance with a good-faith estimate, as required by Reliance from time to time, of all Expenses to be incurred in connection with the Deliverables requested in such Purchase Order, including volume and technical specifications for Reliance to calculate freight, handling, warehouse charges and clearing and forwarding charges, together with a brief description of the role of such Expenses in Vendor’s provision of such Deliverables (with respect to such Purchase Order, the “Expense Forecast”).

(b)           To the extent (i) the actual cost of any Pass-Through Expenses or Retained Expenses exceeds the estimate for such Expense set forth in the Expense Forecast by greater than [***] and (ii) such increase in cost is not directly attributable to (A) a Force Majeure event or (B) the negligent or willful acts of Reliance, then Vendor shall be liable for all Expenses in excess of 120% (one hundred twenty percent) of the Expense Forecast and shall credit or pay such amount to Reliance within [***].

12.4.2         Pass-Through Expenses.

(a)           Except to the extent expressly set forth herein, Vendor shall be obligated to obtain the prior written approval of Reliance prior to incurring any Pass-Through Expense described in this Section 12.4.2, and Vendor shall be responsible for any unapproved Pass-Through Expenses it incurs.

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(b)           Vendor shall pay all Pass-Through Expenses directly to the applicable third party contractors.  Before paying an invoice for any Pass-Through Expense, Vendor shall review the invoiced charges and shall give Reliance a reasonable opportunity to review the invoice and any supporting information or documentation requested by Reliance.  Vendor will provide the original third-party invoice to Reliance, together with a statement that Vendor has reviewed and validated the invoiced charges, at least [***] prior to the date on which payment is due if reasonably possible.  Vendor will highlight any charges that appear to be inappropriate and reconcile all bills with applicable Subcontractors.  To the extent Vendor fails to comply with its obligations hereunder, it shall be financially responsible for any late fees, interest charges or other Losses, costs or expenses incurred by Reliance.  Reliance shall reimburse Vendor for all Pass-Through Expenses, provided that Reliance shall only be responsible for actual costs incurred by Vendor, with no mark-up, profit, overhead or administrative expense.

12.4.3         Retained Expenses.

With respect to any Deliverable, all items constituting Retained Expenses are as set forth in the relevant Documents.  With respect to any Deliverable, Reliance shall have no responsibility for Retained Expenses arising from or related to the provision of such Deliverable except to the extent such Retained Expenses are expressly set forth in such Document.  Reliance shall arrange, manage and pay all Retained Expenses directly to the applicable third party contractor.  Notwithstanding anything to the contrary, in the event Reliance fails to arrange for any equipment, materials, supplies, or other services constituting a Retained Expense within the timeframe set forth in the Documents, absent the fault or negligence of the Vendor, Vendor shall not suffer any penalty for delay in the provision of the Deliverables to the extent such delay results solely and directly from such failure.

12.4.4         Reliance Internal Expenses.

Notwithstanding anything herein to the contrary, in no event shall the provision by Reliance of any personnel, supplies, equipment, materials or services constituting Reliance Internal Expenses be considered a contractual obligation of Reliance, unless such provision is set forth in a mutually agreed Purchase Order. In addition, to the extent the actual usage of any personnel, supplies, equipment, materials or services to be provided by Reliance as Reliance Internal Expenses with respect to any Deliverable exceeds the amount set forth in the Expense Forecast unless Reliance exceeds the amount set forth in the Expense Forecast due to reasons exclusively attributable to Reliance, Reliance in its sole discretion may require Vendor to arrange alternate personnel, supplies, equipment, materials or services in lieu of such excess to be provided by Reliance, provided, that (i) any cost for such alternate arrangements shall be borne by Vendor and (ii) Vendor shall not be entitled to any delay in the provision of such Deliverable. Vendor’s sole remedy with respect to the failure of Reliance to provide any such personnel, supplies, equipment, materials or services shall be a permitted delay in the provision of the Deliverable to which such personnel,

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supplies, equipment, materials or services applied to permit Vendor to develop a revised Expense Forecast reflecting such personnel, supplies, equipment, materials or services as a Pass-Through Expense.  Vendor’s preparation of such revised Expense Forecast and Reliance’s acceptance or rejection shall be governed by Section 12.4.1 above, and the deadlines set forth in that Section shall be measured from the date of such failure by Reliance.

12.4.5         Cost Management.

Vendor will continually seek to identify methods for reducing and minimizing Expenses and will notify Reliance of such methods and the estimated potential savings of each such method.  If Vendor proposes an innovative, value-added, cost-saving solution related to the Deliverables that improves Reliance’s cost savings beyond the level required by Vendor’s responsibility to manage costs, and if Reliance, in its sole discretion, elects to implement the proposed solution, then Reliance may elect to share with Vendor a portion of the net cost savings realized therefrom.

12.4.6         Incidental Expenses.

Vendor acknowledges that, except as otherwise expressly provided in the Documents, expenses that Vendor incurs in performing the Work are included in the Charges.  Accordingly, such Vendor expenses are not separately reimbursable by Reliance unless Reliance has agreed in advance and in writing to reimburse Vendor for the expense.

12.4.7         Travel Expense Policy.

All travel expenses incurred by or for Vendor and payable by Reliance shall be subject to the Business Travel Process set forth in Schedule 3.

12.4.8         Refunds and Credits.

If Vendor should receive a refund, credit, price preference or other rebate for goods or services paid or payable by Reliance on a Pass-Through Expense, Retained Expense, cost-plus or cost-reimbursement basis, then Vendor shall (i) notify Reliance of such refund, credit, price preference or rebate and (ii) pay the full amount of such refund, credit, price preference or rebate to Reliance within [***].

12.5        Proration.

Periodic Charges under the Documents are to be computed on a calendar month basis, and shall be prorated for any partial month on a calendar day basis.  Any day based rate shall be prorated to hours, based on a ten (10) hour per day basis.  Notwithstanding anything to the contrary, no additional payment shall be made on overtime or additional hours of work done, unless otherwise agreed by the Parties.

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12.6        Reliance Benchmarking Reviews.

12.6.1         From time to time Reliance may engage the services of an internationally recognised independent third party (a “Benchmarker”) to compare the quality of the Deliverables against the quality of well-managed contractors providing similar deliverables to determine whether Reliance is obtaining levels of service that are best-in-class in terms of service levels, given the nature, volume and type of Deliverables provided by Vendor hereunder (“Benchmarking”).  The Benchmarker shall be selected by Reliance, and the cost of all services provided by the Benchmarker will be borne by Reliance.

12.6.2         Any Benchmarker engaged by Reliance shall agree in writing to be bound by the confidentiality and security provisions specified in these General Terms.  Vendor shall cooperate fully with Reliance and the Benchmarker and shall provide reasonable access to the Benchmarker during such effort at Vendor’s cost and expense to permit Benchmarker to perform the Benchmarking.

12.6.3         The Benchmarking process shall consider the service levels from comparable transactions in global markets.  To the extent that service levels are affected by discrepancies in infrastructure, the parties will use good faith efforts to develop a reasonable adjustment to the Benchmarking results to accommodate such discrepancies.  If the Benchmarker determines that the Specifications set forth in the Documents or otherwise are less favorable to Reliance than Best-in-Class Performance standards, the Specifications under the Documents or otherwise shall be prospectively revised to Best-in-Class Performance standards in accordance with the Procedures Manual. In the event that the changes required to be made in the Specifications result in the development of a substantially improved Product either in terms of functions or features or both, then the price for such Product shall be agreed under the terms of the Documents.

12.7        [***]

12.8        Rate Review.

12.8.1         At Reliance’s request, the Parties will regularly review the competitiveness of the Charges for any and all Products and Services in light of technological and marketplace developments (in each case, a “Rate Review”).  Reliance may initiate a Rate Review for a Contract Year any time after [***] prior to the beginning of such Contract Year by providing Vendor with written notice.  For the purposes of this Section, “Contract Year” shall mean  each successive period of twelve (12) consecutive months, with the first Contract Year commencing on the Effective Date and ending on the first anniversary of the Effective Date. At these meetings the Parties, acting in good faith, will seek to determine by mutual agreement whether (and, if so, what) changes to the Charges are appropriate by virtue of such developments, in order to preserve for each Party the expected benefit of, and the intent of the Parties

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with respect to, the Charges for such Work.  In connection with each Rate Review, the Parties will cooperate in good faith to assess the competitiveness of the Charges.  Such cooperation will include providing each other with pricing and other relevant information to which they have access (subject to each Party’s non-disclosure and other obligations to third parties), undertaking reasonable analyses of such information and negotiating agreeable adjustments to the Charges.

12.8.2         If the Parties agree that adjustments to the Charges are appropriate, Vendor will take, or will cause its Affiliates or Subcontractors providing affected Service(s) to take, all appropriate actions to implement such adjustments to provide Reliance with the economic benefit of any reduction in Charges effective no later than [***] following the initiation of a Rate Review.

12.9        [***]

12.10      Extraordinary Events

If an Extraordinary Event occurs, Reliance may, at its option, request a reduction in the unit charges specified in the pricing schedule to the Documents in accordance with the following:

(a)           Vendor and Reliance shall mutually determine on a reasonable basis the resulting efficiencies and economies and/or the resources no longer required by Vendor to perform the Work (the “Targeted Resource Reductions”).  Vendor shall identify in writing to Reliance the cost reduction to Reliance in connection with the Targeted Resource Reductions (the “Targeted Cost Reductions”).

(b)           Immediately upon determination of the Targeted Resource Reductions, Vendor shall proceed to eliminate the Targeted Resource Reductions as quickly as feasible and in accordance with the agreed upon schedule.

(c)           As the Targeted Resource Reductions are eliminated, the Charges provided on the pricing schedule to the Documents shall be reduced by the full amount of the corresponding Targeted Cost Reductions applicable to the Targeted Resource Reductions as such Targeted Cost Reductions are so eliminated, and any affected resource baselines shall be equitably adjusted, as appropriate.

(d)           In no event may an Extraordinary Event result in the Charges to Reliance being higher than such Charges would have been if the additional resource charges and resource reduction credits specified in the pricing schedule to the Documents (and as such terms are defined therein) had been applied. Reliance may, at its sole option, elect at any time to forego its rights under this Section 12.10 and instead, apply such additional resource credits and resource reduction credits to adjust the Charges.

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12.11      Audit Rights.

12.11.1       Financial Audits.

Vendor shall provide to Vendor’s independent auditors (the “Auditors”) access at reasonable hours to Vendor personnel and to Vendor’s records and other pertinent information, all to the extent relevant to the performance of Vendor’s financial obligations under the Documents.  Such access shall be provided for the purpose of performing audits and inspections to: verify the accuracy and completeness of calculations related Pass-Through Expenses, pecuniary claims from either Party and other actual costs, including but not limited to, costs and expenses reimbursable under Section 3.15 and invoiceable under the Documents.  The audit fees incurred shall be on Reliance’s account.

12.11.2       Overcharges.

If any such audit reveals an Overcharge by the Vendor, Vendor shall promptly refund the amount of Overcharge (together with all additional amounts paid or incurred by Reliance for excess taxes, levies, duties and fees relating to such Overcharge) by Product credits against future purchases of Products and Services from the Vendor or any assignee or Affiliate of Vendor, or if Reliance does not issue any Purchase Orders within [***] from the date of determination of such Overcharge, then Vendor shall refund such Overcharge within [***] of the date of determination of such Overcharge.

12.11.3       Review of Audits.

Reliance and Vendor shall meet to review each audit report promptly after the issuance thereof.  Vendor will respond to each audit report in writing within twenty (20) days from receipt of such report, unless a shorter time is specified in a report by any external auditor.  Reliance and Vendor shall develop and agree upon an action plan to promptly address and resolve any deficiencies, concerns and/or recommendations in such audit report and Vendor, at its own expense, shall undertake remedial action in accordance with such action plan.

12.11.4       Frequency of Audits.

Audits shall be limited to [***] per Contract Year.

12.11.5       Vendor Response to Government Audits.

If an audit by a governmental body or regulatory authority having jurisdiction over Vendor or Reliance results in a finding that Vendor is not in compliance with any generally accepted accounting principle or other audit requirement or any rule, regulation or law relating to the performance of its obligations under these General Terms, Vendor shall, at its own expense and within the time period specified by such auditor, address and resolve any deficiency identified by such governmental body or regulatory authority.

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12.11.6       Audit Costs.

Except as otherwise provided herein, Vendor Personnel shall provide all supporting services to the Auditors [***] to Reliance.

12.12      Asset Register

Vendor shall, [***] maintain and provide Reliance with such sales values and other charges invoiced to Reliance, in a form and a level of detail described in the applicable Contracts, as will allow Reliance to allocate the cost of Products and Services to Reliance customers and cost centers to produce an asset register required  by Reliance.

12.13      Price Reduction.

The pricing set forth in each Contract shall be reduced by all amounts saved as a result of engineering, technical, scope, performance and other changes suggested by Reliance that are incorporated into the Specifications by the Vendor; provided, that the Vendor reasonably believes that such changes shall not make it impossible or impracticable or commercially unviable for it to comply with any of its obligations under such Contract.  Any such reduction in price pursuant to the preceding sentence shall be agreed upon promptly by Reliance and the Vendor.  Failure of the Parties to mutually agree to such price reductions within [***] from the date Reliance delivered written notice to the Vendor of the need for such price reduction due to incorporated engineering changes shall result in the automatic reference of such matter to dispute resolution in accordance with Section 22.

12.14      Reliance Policies and Procedures

The operation of the Documents shall be governed by the following procedures that are appended hereto as Schedule 3:

(a)           Business Travel Process

(b)           Time Reporting/Invoicing Process

(c)           PAF & Roster Process

SECTION 13.       INVOICING AND PAYMENT

13.1        General

13.1.1         In the event that the total value of the Products or Services under a Purchase Order [***].

13.1.2         All payments shall be payable by local cheque in favour of the Vendor or directly to a non-Indian Affiliate of the Vendor, [***] if applicable.

13.1.3         Vendor shall comply with all applicable import/export requirements.  Vendor represents, warrants, and covenants that, with respect to all Equipment and

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Software sold or offered for sale in the relevant Documents for importation into the [***], the Net Prices for the same shall be the total cost [***].

13.1.4         The Net Prices for all Software (excluding Vendor Internal Use Tools) shall include [***] all pre-importation activities (FCA basis). The Net Prices [***].

13.2        Invoicing.

13.2.1         Reliance will have the right to require separate invoicing by legal entity, by country and by contract / Purchase Order, in such form and manner and containing such details as to comply with the legal and other requirements in India. The Parties shall work together to optimise  the overall commercial cost arising from or related to the Work

13.2.2         Vendor shall submit its Invoice(s) and supporting documents as follows:

1 original and 1 copy to

[***]

All Invoices pursuant to the Documents shall be supported by :

(a)           With respect to Products, supporting documents and a certificate in a form specified by Reliance certifying the timely achievement of the milestones for such Products (including without limitation,  the airway bill Reliance shall be required to pay amounts due under the invoice forty five days from the date of delivery of the Products to Reliance’s designated  warehouse provided that if the Products are not delivered to Reliance’s warehouse within [***] from the date in the cargo arrival notice evidencing the arrival of the Products in India, then Reliance shall be required to pay Vendor [***] from the expiry of such [***] period, or Substantial Completion and Acceptance) signed by Vendor and Reliance’s authorized representatives.

(b)           With respect to installation, testing and commissioning Services, supporting documents and a certificate in a form specified by Reliance certifying the timely achievement of the milestones in accordance with the Documents, signed by Vendor and Reliance’s authorized representatives.

(c)           With respect to program management Services and other Services that are payable on a per diem basis, original weekly time sheets, and/or other supporting documents in a form specified by Reliance, certifying the timely achievement of the milestones in accordance with the Documents, duly signed by Vendor and Reliance’s authorized representatives.  Vendor shall submit the timesheets on a [***] to Reliance for review and approval. Reliance shall either

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request additional supporting information or approve all of the correct timesheets for a calendar month within [***] from the end of the month to which such timesheets relate.

(d)           With respect to training Services, original daily time sheets, and/or other supporting documents in a form specified by Reliance, giving proof of free training days given in accordance with Documents, duly signed by Vendor and Reliance’s authorized representatives.

(e)           With respect to expenses that are reimbursable, all original receipts in a form acceptable to Reliance therefor shall be submitted along with the relevant Invoices, on a monthly basis.

13.3        Credits.

To the extent a credit may be due to Reliance pursuant to the Documents, Vendor shall provide, or at Reliance’s option cause any assignee of Vendor to provide, an appropriate credit to Reliance against amounts then due and owing in any manner reasonably specified by Reliance; if no further payments are due to Vendor or any assignee of Vendor, Vendor shall pay such amounts to Reliance within [***].

13.4        Payment Due.

Except as otherwise provided in the Documents and subject to the other provisions in the Documents, each Invoice shall be payable no later than [***] after receipt by Reliance of a true, accurate and complete Invoice in the form and manner specified by the Documents, unless and to the extent the amount in question is disputed.  If any portion of an amount due to Vendor under the Documents is subject to a bona fide dispute between the Parties, Reliance will pay to Vendor on the date such amount is due all amounts not disputed in good faith by Reliance. Any undisputed amount due under the Documents for which a time for payment is not otherwise specified shall also be payable no later than [***] after receipt by Reliance of a true, accurate and complete Invoice in the form and manner specified by the Documents. Undisputed amounts that are not paid on or before [***] after the date such undisputed amounts are payable are subject to a late payment charge at the rate of [***] per annum, or part thereof , pro-rated on a daily basis (but not to exceed the maximum lawful rate), from and after the day after the date such unpaid undisputed amounts were payable until such amounts are paid.

13.5        Disputed Charges.

13.5.1         Reliance shall pay undisputed Charges when such payments are due; however, Reliance may withhold payment of Charges that Reliance disputes in good faith. If Reliance in good faith disputes any Charges under the Documents, Reliance shall notify Vendor of such disputed amount and the basis for Reliance’s dispute prior to the date when such payment is due.  Reliance will provide Vendor with reasonably appropriate information supporting Reliance’s position.  Vendor will respond to Reliance’s notification of disputed amounts within [***] of receipt of Reliance’s

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notification.  If such Charges remain in dispute, within [***] of Vendor’s response, representatives of Reliance and Vendor shall meet to discuss the disputed Charges.

13.5.2         Neither the failure to dispute any Charges or amounts remitted prior to payment nor the failure to withhold any amount shall constitute, operate or be construed as a waiver of any right Reliance may otherwise have to dispute any Charge or amount or recover any amount previously paid.

13.6        Stale Invoices.

If Vendor fails to invoice Reliance for any amount within [***] after the month in which the applicable Work is rendered or the expense incurred, Vendor shall waive any right it may otherwise have to invoice for and collect such amount. Provided however, that, in the event that during the foregoing [***] period, Vendor notifies Reliance in writing that Vendor is unable to invoice Reliance for Work during such [***] period for specific reasons to be explained, then Vendor shall have an additional [***] in which to invoice Reliance for such Work.  If Vendor fails to so invoice Reliance during such second [***] period, then Vendor shall waive any right it may otherwise have to invoice for and collect such amount.

SECTION 14.       ORDERING AND DELIVERY

14.1        Forecasts of Products and Services.

Subject to the terms of the applicable Contract, on the Effective Date, and on the first of each month thereafter and throughout the Term, Reliance may deliver to the Vendor a forecast (“Forecast”) specifying its non-binding estimate of Reliance’s expected customer base and traffic expectations on the Broadband Access Reliance Network or any part thereof.  The Vendor shall be responsible for providing sufficient capacity and demand planning services so as to efficiently and effectively forecast Reliance’s Product and Service requirements and by each type of Equipment, Software and Services that Reliance and Reliance Affiliates should anticipate purchasing during the Forecast Period.  The Forecasts will be in a format mutually acceptable to the Parties.  The Vendor’s forecasting and demand planning Services shall be subject to specific Specifications set forth in the Documents.Further, from [***] onwards, Vendor shall obtain from Reliance [***] rolling non-binding forecasts for the supply of Products for the following [***] and the [***] following the said [***] period. Reliance shall issue Purchase Orders at least [***] prior to the complete delivery of the shipment of the Products.

14.2        Ordering.

14.2.1         Each Purchase Order submitted to the Vendor shall be solely for either Software or Equipment or Services, and no combination thereof is permitted; provided, that the existence of firmware within any Equipment shall not implicate the foregoing restriction. Reliance shall have no obligation to submit any Purchase Order and/or to purchase any Equipment, Software or Services from the Vendor except as otherwise set forth in the Documents. All

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Purchase Orders shall materially conform to the applicable Timetables.  Each Purchase Order, in combination with the relevant Documents, shall contain sufficient information to enable the Vendor to proceed with the execution of such Purchase Order.

14.2.2         Vendor shall be required to accept any Purchase Order, other than any Purchase Order that contradicts or is not in conformance with the terms of the Documents including Schedule 4 (Pro-forma Purchase Order format) hereto.  In no event shall Vendor reject a Purchase Order due to non-availability of Products or Services.  In the event Vendor rejects any Purchase Order in contravention of this Section, Reliance shall have the right to acquire products and services similar to the Products and Services subject to such rejected Purchase Order from Other Contractors at Vendor’s risk and cost. Notwithstanding any provision to the contrary, the remedies set forth in this subsection shall be in addition to any other remedies available to Reliance under the Documents at law or in equity.

14.2.3         Subject to the terms of the applicable Contract, Purchase Orders for Equipment and Software shall specify the quantity of each type, model, release or version to be purchased, the date(s) upon which such Deliverables are required to be shipped, the shipping method and the location to which such Products should be shipped.

14.2.4         Each Purchase Order shall be submitted to the Vendor at 1275 Harbor Bay Parkway, Alameda, California 94502, United States of America (or any other location as designated to Reliance in writing by the Vendor from time to time) and shall be acknowledged by the Vendor in writing to the Reliance designated authorized representative within [***] of receipt; provided, that the Vendor hereby agrees to accept any and all Purchase Orders that materially conform to the scope, terms and conditions of the Documents.  Failure of the Vendor to acknowledge to Reliance in writing receipt of any Purchase Order shall be deemed to render any such Purchase Order acknowledged and accepted.  In no way limiting the terms of Section 14.2.1, to the extent that the Vendor is actually aware that any Purchase Order in any way contradicts or is not otherwise in conformance with the terms of the Documents, the Vendor agrees to promptly notify Reliance of any such contradiction or non-conformance as soon as possible upon becoming actually aware of such contradiction or non-conformance so that Reliance shall have a reasonable opportunity to correct or acknowledge any such contradiction or non-conformance.

14.2.5         The Vendor shall cooperate with Reliance, and/or any Person designated by Reliance for such purpose, to develop processes and systems that shall maximize and optimize delivery logistics.  Metrics and targets shall be defined by the Parties for stocking percentages, delivery times and total logistics costs that satisfy Reliance business requirements and the provisions set forth in the Documents.

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14.2.6         Unless the Parties otherwise expressly agree in writing, each Purchase Order shall be deemed to incorporate by reference all of the terms and conditions of these General Terms and the applicable Documents.  The General Terms and the applicable Documents shall continue to apply to all Purchase Orders until all obligations herein and thereunder are fully performed.

14.3        Change Orders.

14.3.1         If Reliance requests that Vendor perform any New Services, or if Reliance requests a material modification to an existing Purchase Order (each a “Change”) Reliance shall prepare and deliver to Vendor a request that Vendor provide Reliance with a proposal to provide such a Change. Vendor shall promptly prepare such proposal for such Change for Reliance’s consideration. Vendor shall prepare such proposal at no additional charge to Reliance and shall deliver to Reliance such proposal as soon as reasonably practicable, but in no event later than [***] after its receipt of Reliance’s request; provided, that Vendor shall use all commercially reasonable efforts to respond more quickly in the case of a pressing business need or an emergency situation. Such proposal shall include, among other things:

(a)           a detailed performance schedule and project plan for providing the Change,

(b)           the price for the Change,

(c)           a detailed description of any additional service levels to be associated with such services,

(d)           a description of the new hardware or software to be provided in connection with the service, and

(e)           a compliance matrix which defines whether the Vendor’s proposed solution is fully Interoperable and Backwards Compatible with the Broadband Access Reliance Network, and if not fully Interoperable and Backwards Compatible, a complete description of any failures in Interoperability or Backwards Compatibility.

Reliance may accept, reject or modify any such proposal in its sole discretion.  Vendor shall not provide any Change prior to Reliance’s written acceptance of Vendor’s proposal. Upon acceptance of Vendor’s proposal Reliance shall issue an order to Vendor to provide such Change in accordance with the accepted Vendor proposal (a “Change Order”). Such Change shall be subject to the Forward Price Assurance provisions set forth in Section 3.16.

14.4        Delivery.

14.4.1         Reliance may request that the Vendor provide more extensive logistical and distribution capabilities to Reliance, which capabilities the Vendor shall use its best efforts to provide.  If the Vendor agrees to provide such services,

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there may be, depending on the level and scope of such services, additional charges to Reliance on a per unit basis. Any such additional logistical Charges and distribution Services Charges shall be mutually agreed upon by the Parties; provided, that Vendor shall procure best available rates for such additional logistical charges and Reliance shall be deemed the Vendor’s most important and preferred customer in India and shall further receive such services at actual costs, on payment terms and subject to all other contract terms on terms no less favorable to Reliance than those offered or available to any Other Customer.

14.4.2         Upon request, Vendor agrees to provide appropriate shipping invoices in such forms and manners reasonably requested by Reliance to facilitate the importation of the Equipment and Software, based on the Net Price for such items.  Notwithstanding any provision to the contrary, Reliance shall have no obligation to pay amounts based solely on the shipping invoice.  All payment obligations of Reliance shall be solely on the invoicing and payment provisions set forth in the Documents.

14.4.3         Vendor agrees, on receipt of written notice from Reliance, to delay delivery of any Product for up to [***], and at the discretion of, Reliance.

14.4.4         If there is any overage, shortage or defect in any Products, Vendor shall promptly correct such overage, shortage or defect at its sole cost and expense, including the payment of any additional fees, duties or taxes.

14.4.5         Notwithstanding anything aforesaid, Vendor [***].

14.4.6         In determining delivery dates for Products ordered under a Purchase Order (including without limitation for purposes of the determination of Liquidated Damages for delay in delivery), the time to manufacture such Equipment that is factored into such delivery dates shall not exceed the standard manufacturing intervals for such Equipment set forth in the Specifications.

14.5        Cancellation.

During the Term, Reliance shall have the right, but not the obligation, at any time to cancel, in whole or in part, any Purchase Order or Change Order made pursuant to the terms of the Documents upon advance written notice to the Vendor. Reliance may cancel delivery of Products at any time upon written notice to Vendor at least [***] prior to the scheduled shipment date of the Products so canceled [***]. In the event Reliance cancels delivery of Products at least [***] but less than [***] prior to the scheduled shipment date of the Products so canceled, Vendor may invoice Reliance for cancellation charges equal to [***] of the Net Price of the Products so canceled. In the event Reliance cancels delivery of Products at least [***] but less than [***] prior to the scheduled shipment date of the Products so cancelled, Vendor may invoice Reliance for cancellation

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charges equal to [***] of the Net Price of the Products so canceled.  In the event Reliance cancels delivery of Products at least [***] prior to the scheduled shipment date of the Products so cancelled, Vendor may invoice Reliance for cancellation charges equal to [***] of the Net Price of the Products so cancelled. In the event Reliance cancels delivery of Products less than [***] prior to the scheduled shipment date of the Products so cancelled, Vendor may invoice Reliance for cancellation charges equal to [***] of the Net Price of the Products so cancelled.  The foregoing notwithstanding, in the aggregate, Reliance shall have the right to cancel delivery of Products with a value not to exceed [***] of the value of such Purchase Orders at any time prior to shipment of such Products without incurring any cancellation charges or expenses from Vendor. The aggregate value of such canceled Products shall not exceed [***] of the cumulative value of all issued Purchase Orders. The payment of the charges described in this Section shall be Vendor’s sole remedy and Reliance’s sole obligation for such canceled Purchase Order(s) or Change Order(s) provided however that such cancellations shall not relieve Reliance of the purchase commitments set forth in the Documents.

14.6        No Payment in Event of Material Breach.

If at any time the Vendor is in material breach of any Document and until and unless such material breach is cured or waived by Reliance in accordance with the terms set forth in the Documents, then notwithstanding any other provision to the contrary contained herein, Reliance shall have no obligation to make any payment with respect to all portions of the Work affected by such material breach.

SECTION 15.       INTELLECTUAL PROPERTY

15.1        License Grants.

15.1.1         Subject to the terms of this Section 15, upon delivery of Software, Vendor hereby grants to Reliance or its Affiliates (and to third parties whom Reliance or its Affiliates have contracted to operate the Broadband Access Reliance Network on their behalf (and to the extent of the same)) upon payment of, or agreement to pay, the relevant license fees by Reliance and/ or its Affiliates, a [***] license, to use such Software for the benefit of Reliance in direct connection with the ownership, operation maintenance and use of the Broadband Access Reliance Network in the Territory and the provision of relevant services in the Territory to Reliance’s customers.  The Software shall be used in accordance with the relevant Documents.

15.1.2         For the avoidance of doubt, the licenses referred to in Section 15.1.1 above are not intended to restrict the provision by Reliance of telecommunications services between the Broadband Access Reliance Network and customers outside the Territory via appropriate gateways either through appropriate interconnect agreements that Reliance may enter into with other operators or otherwise, provided always that, unless otherwise agreed in writing, Reliance and its Affiliates shall not be permitted to deploy or use the Software acting as a carrier outside the Territory.

15.1.3         The aforementioned licenses set forth in Section 15.1.1 shall hereinafter be referred to as the “Software Licenses”.  Such Software Licenses shall not be

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transferred, assigned, sublicensed by, or used by outsourcees of, Reliance without Vendor’s consent except with respect to: (i) the sale of the Broadband Access Reliance Network (or any relevant component thereof); (ii) the financing of the Broadband Access Reliance Network (or any component thereof); or (iii) the outsourcing by Reliance of any operating or maintenance functions related to the Broadband Access Reliance Network; or (iv) the transfer, assignment or sublicense by Reliance of the Software Licenses to a Reliance Affiliate (or vice versa) or between Reliance Affiliates, in conjunction with a transfer of a portion of the Broadband Access Reliance Network provided that in each such case, such transferee, assignee, sublicensee or outsourcee agrees in writing to abide by all the terms and conditions set forth in this Section 15 and the Vendor is informed of the same in writing by Reliance and provided further that the rights transferred, assigned sublicensed or granted to outsourcees, as the case may be, shall be those reasonably necessary to fulfill the commercial purposes of such transaction.

15.1.4         Except as otherwise expressly set forth in the Documents and except for the purpose described in the relevant Purchase Order, Reliance shall use such Software only for the operation of the Broadband Access Reliance Network, or, in the case where the Software is purchased by or on behalf of Reliance Affiliates, for the operations of such Reliance Affiliates in the Broadband Access Reliance Network.  The Software Licenses grant Reliance or Reliance Affiliates no right to, and Reliance or Reliance Affiliates will not, sublicense such Software or modify, decompile, reverse engineer, or disassemble, or in any other manner decode Software furnished as object code for any reason.  Reliance and Reliance Affiliates shall not copy the Software, including firmware, except for the purposes of making a limited number of archival copies (for backup use in operating and maintaining the Broadband Access Reliance Network) in accordance with the Documentation and/ or the relevant Contract, or as otherwise authorized in writing by the Vendor or as otherwise set out in the relevant Documentation.  Except as provided below, no license is granted to Reliance to use the Software outside of the Territory.  For the avoidance of doubt, the changing by Reliance or Reliance Affiliates of tables and values in the Software, modification by Reliance and/or its Affiliates of the Software by using the tools provided in or with the Software or any modification, in accordance with and pursuant to the relevant Documentation, shall not constitute ‘modification’ of the Software, provided always that Reliance may only change, amend or modify Software which is designed for “customer access” and to be so modified.

15.1.5         In the event that Reliance or any licensed Reliance Affiliates wishes to use the Software outside of the Territory (or to transfer, assign or sublicense Software to its Affiliate(s) or third party transferee, assignee or sublicensee, as applicable, located outside the Territory), Vendor shall neither unreasonably withhold or delay its consent to such use or transfer, assignment or sublicense nor (subject to the terms of the relevant Purchase Order) have any right to claim any fees or payment of monies from Reliance or its Affiliate, provided that the transferee, assignee or sublicensee, as the case may be, enters into an

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appropriate license agreement with the Vendor or an Affiliate of Vendor carrying on business in the territory in which the Software is to be located, on terms substantially similar to the license terms set forth in this Section 15 and such transfer, assignment or sublicense occurs in conjunction with the transfer of the relevant portion of the Broadband Access Reliance Network to such person, provided, however, that Reliance acknowledges and agrees that support and maintenance obligations set forth herein are only applicable for Software resident on products located within the Territory.  Support and maintenance Services offered by Vendor or Vendor’s Affiliates differs in various territories, and may be subject to the local practices maintained in such territories and shall be subject to relevant mutually agreed fees. Notwithstanding the generality of the foregoing, Reliance should be aware that Software may not be designed to operate satisfactorily in countries outside the Territory and may not comply with the regulations of another territory’s Regulatory Authorities.  Reliance shall, therefore, consult with Vendor to address such non-compliance to the mutual satisfaction of the Parties, prior to initiating any such transfer, assignment or sublicensing.

15.1.6         Reliance agrees that the Software, whether or not modified, and all copies thereof made by Reliance, are owned by, and are copyrights of, Vendor, its Subcontractors or its suppliers, as appropriate, and Reliance shall:

(a)           ensure that all copies of the Software shall, upon any reproduction by Reliance authorized by Vendor (where such authorization is required under the Documents) and whether or not in the same form or format as such Software, contain the same proprietary, confidentiality and copyright notices or legends (if any) which appear on the Software provided pursuant hereto; and

(b)           hold secret and not disclose the Software to any person, except to: (i) such of its employees, contractors, agents representatives or Reliance Affiliates that are involved in the operation, maintenance or management of the Broadband Access Reliance Network and need to have access thereto to fulfill their duties in such capacity, or (ii) other Persons who need to use such Software to permit integration of Equipment with other products and software of other suppliers and customers; provided that such persons agree, or are otherwise obligated, to hold secret and not disclose the Software to the same extent as if they were subject to the Documents, and provided further that if any such Person is a competitor of Vendor, involved in the manufacture of communications equipment Vendor must approve such use (such approval not to be unreasonably withheld or delayed).

(c)           when and if Reliance determines that it no longer needs the Software or if Reliance’s Software Licenses are cancelled or finally terminated in accordance with and pursuant to the terms of this Section 15 of these General Terms, return all copies (except for any required back-up or archival copies) of such Software to Vendor or follow commercially reasonable written disposition instructions provided by Vendor.  If

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Vendor authorizes disposition by erasure or destruction, Reliance shall remove from the medium on which Software resides all electronic evidence of the Software, both in its original form and in all copies and derivations thereof, in such manner that prevents subsequent recovery of such original or derived Software.

15.1.7         If, as contemplated in Section 15.1.3, Reliance or its Affiliate(s):

(i)            elects to transfer, assign or sublicense any Software in conjunction with any portion of the Broadband Access Reliance Network to a third party, and where such Software shall remain in place or be moved within the Territory and used for substantially the same purpose as used by Reliance and where such third party resides in the Territory and is approved by the Vendor (which approval shall not be unreasonably withheld or delayed); or

(ii)           elects to transfer, assign or sublicense Software to a Reliance Affiliate, in conjunction with any portion of the Broadband Access Reliance Network,

then Reliance may so transfer, assign or sublicense its Software Licenses for the Software furnished under the Documents for use with such portion of the Broadband Access Reliance Network, without the payment of any additional fees or monies to the Vendor. If, however, the Software Licenses for the Software contains usage or per subscriber limits and/or the processor to be used by transferee, assignee or sublicensee, as applicable, requires additional memory or hard disk space to meet the transferee’s, assignee’s or sublicensee’s new or different requirements, then, unless otherwise agreed in writing, Reliance shall only transfer its existing rights to the transferee and the transferee may be required to enter into an appropriate agreement with the Vendor to cover requirements over and above the rights which Reliance has already purchased and has transferred.  The following conditions shall apply to transfers, assignments or sublicenses and relocations pursuant to this Section 15.1.7:

(a)           the right to use of such Software may be transferred, assigned or sublicensed, only together with the right to use in the environment under which it is generally utilised.

(b)           before any such Software is transferred, assigned or sublicensed, Reliance shall notify Vendor of such transfer, assignment or sublicense and the transferee, assignee or sublicensee, as applicable, shall have agreed in writing (a copy of which shall be provided to Vendor) to keep the Software in confidence and to corresponding conditions respecting possession and use of Software as those imposed on Reliance under this Section 15; and

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(c)           the transferee, assignee or sublicensee, as applicable, shall have the same right and obligations to Software warranty and Software maintenance for such Software as the transferor, provided the transferee continues to pay the fees, including recurring fees, if any, associated with such Software warranty or maintenance pursuant to the relevant Documents.

15.1.8         Except as otherwise provided in this Section 15 or in any of the Documents, Reliance, or any successor to Reliance’s title in the relevant portion of the Broadband Access Reliance Network, shall have no right to transfer, assign or sublicense Software furnished by Vendor under the Documents without the consent of Vendor, which consent shall not be unreasonably withheld or delayed.  If Reliance or such successor elects to transfer or assign any portion of the Broadband Access Reliance Network purchased under the Documents for which it does not, under the Documents, have the right to transfer, assign or sublicense related Software, Vendor agrees that, upon written request of the transferee or assignee as applicable, of such portion of the Broadband Access Reliance Network, or of Reliance or such successor, Vendor shall not unreasonably refuse or fail to grant to the transferee, assignee or sublicensee, as applicable, a license to use such Software, whether to be located within the Territory or elsewhere, upon payment by the transferee of a re-licensing fee to Vendor on commercially reasonable terms.

15.1.9         The rights and obligations of Reliance under the Software Licenses shall survive the termination of all or any portion of the Documents, regardless of the cause of termination, provided Reliance has met its material obligations as set forth in this Section 15.  In the event that Reliance breaches its obligations under Section 15.1.5, and if Vendor has provided Reliance with prior written notice describing the alleged breaches and given Reliance a reasonable time (in no event less than [***]) to cure any such breaches, Vendor may terminate Reliance’s Software License(s) relating to the breach.  Such rights of termination shall be without prejudice to Vendor’s right to seek injunctive or other equitable relief from a court of competent jurisdiction.  In the event that Reliance fails to pay applicable and undisputed Charges, Vendor may terminate Reliance’s right to use the Software to which such Charges apply; provided that Vendor has given written notice and details of such breach to Reliance and has advised Reliance of its intention to terminate, and Reliance has failed to make such payment within [***] from Vendor’s notice thereof.  Such terminated rights shall be immediately reinstated upon payment of all applicable license fees.  In no event other than as set forth in this Section 15.1.9 may Vendor terminate the Software Licenses or Reliance’s right to use the Software.  Notwithstanding any other provision of the Documents, if there is a dispute hereunder, pending final resolution of such dispute, all of Reliance’s rights under the Documents shall continue in full force and effect, and Vendor will not terminate the Software Licenses, and so long as Reliance continues to pay Vendor applicable fees, Vendor will not terminate, suspend, interrupt or delay maintenance and support of the Software.

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15.2        Ownership Rights.

15.2.1         Except as otherwise expressly agreed by the Parties in writing, all Custom Work Software shall be the sole and exclusive property of the Vendor, including, without limitation, all copyrights, trademarks, patents, trade secrets, and any other proprietary rights inherent therein and appurtenant thereto, and the Vendor hereby grants to Reliance and its Affiliates a [***] license, [***] to use, copy, sublicense, transfer (subject to similar restrictions as set forth in Section 15.1.3), make derivative works in relation thereto, modify such Custom Work Software within the Territory. Prior to the development of any Custom Work Software, Reliance and the  Vendor shall agree in writing with respect to exploitation rights.

15.2.2         All intellectual property rights with respect to the Software (other than the Intellectual Property Rights) are and shall remain the sole and exclusive property of Vendor or its suppliers, including, without limitation, all copyrights, trademarks, patents, trade secrets, and any other proprietary rights inherent therein and appurtenant thereto.  All intellectual property rights with respect to the Reliance Software are and shall remain the sole and exclusive property of Reliance, including, without limitation, all copyrights, trademarks, patents, trade secrets, and any other proprietary rights inherent therein and appurtenant thereto.

15.3        Vendor Disclosure and Cooperation.

Vendor shall promptly make a complete written disclosure to Reliance of all Custom Work Software, Inventions and Derivative Works in relation thereto, specifically pointing out features or concepts that Vendor believes to be new or different.

15.4        Marks.

Except as otherwise expressly provided herein, each Party agrees to submit to the other for prior written approval all press releases and other materials using or incorporating the other Party’s insignia, logos, trademarks, trade names or service marks (collectively, “Marks”).  All use by either Party of the other Party’s Marks shall inure to the benefit of the Party owning the Marks.  Except as may otherwise be stated herein, upon termination or expiration of these General Terms, neither Party shall have any continuing right to use the other Party’s Marks and each Party shall immediately cease all such use of the other Party’s Marks.

15.5        Required Consents.

Vendor shall obtain all Required Consents, at no additional cost or expense to Reliance and shall pay any fees (such as transfer, re-licensing or upgrade fees) associated with obtaining any Required Consents and any other costs that result from the termination or under utilization of any agreement with a third party.  If Vendor requests, Reliance shall cooperate with and assist Vendor in connection with obtaining the Required Consents, at no additional cost to Reliance.  With respect to any Purchase Order or other Work, if a Required Consent is not obtained during the first [***] following the Commencement Date of such Purchase

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Order or other Work, then unless and until such Required Consent is obtained, Vendor shall use best efforts to determine and adopt, subject to Reliance’s prior approval, such alternative approaches as are necessary and sufficient to provide the Work without such Required Consents.  Failure to obtain any Required Consent shall not relieve Vendor of its obligations under the Documents and Vendor shall pay any additional costs incurred by Reliance as a result of such failure in addition to any other remedies available to Reliance hereunder. Notwithstanding the foregoing, in cases in which infringement of any Third Party Intellectual Property Right is alleged against either Reliance or Vendor, this Section 15.5 shall not be construed as a remedy for such allegations.  The sole remedies with respect to any such allegations shall be as provided in Section 15.7 and Section 20.

15.6        Intellectual Property Warranties.

15.6.1         Vendor represents, warrants and covenants that:

(a)           Vendor is the owner, valid licensee, or authorized user of the Software and the Vendor Internal Use Tools;

(b)           The Software and Reliance’s proposed use thereof does not and shall not infringe the patent, copyright, trade secret or other intellectual property right of any third party;

(c)           The Software complies with all applicable legislation, rules and regulations;

(d)           The Software shall be free from viruses, worms, Trojan horses, Disabling Code and Malicious Code;

(e)           Vendor has and shall have full and sufficient right to assign or grant the Intellectual Property Rights, including without limitation to sublicense the Software, hereunder;

(f)            the Intellectual Property Rights are, or prior to Acceptance of any Item will be, sufficient for such items to perform in accordance with the relevant Specifications and Reliance’s business objectives expressed herein;

(g)           all Work does not and shall not infringe any patents, copyrights, trademarks, or other intellectual property rights (including trade secrets) or similar rights of any third party, nor has any claim of such infringement been threatened or asserted, nor is such a claim pending against Vendor;

(h)           Vendor has no obligations to any third party that in any way limits or restricts its ability to perform the Work; and

(i)            Vendor shall not disclose to Reliance, nor make use in the performance of the Work, any trade secrets or other proprietary information of any third party, unless Vendor may do so without Vendor or Reliance incurring any obligation (past or future) to such

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third party for such disclosure or work or any future application thereof.

15.7        Infringement.

15.7.1         The Vendor agrees that it shall defend, [***] all proceedings, suits and claims against and/or affecting Reliance, any Reliance Affiliate, any User or any of their officers, directors or employees and/or the Products with respect to infringement, breach or violation of any patent, trademark, copyright, trade secret, mark or other intellectual property rights of any third party (collectively, “Third Party Intellectual Property Rights”), covering, or alleged to cover, the Work or any component thereof or the use thereof, in the form furnished or as subsequently modified by the Vendor or any Vendor Affiliate.  The Vendor agrees that it shall pay [***]; provided, that:

(a)           the Vendor shall be given written notice of all claims of any such infringement or violation and of any suits or claims brought or threatened against Reliance, the Reliance Affiliates, the Users or the Vendor of which Reliance has actual knowledge;

(b)           the Vendor shall be given full authority to assume control of the defense thereof through its own counsel at its sole expense but shall not compromise or settle any suits or claims or admit any criminal liability or wrongdoing by Reliance, the Reliance Affiliates or the Users without the express prior written consent of Reliance; unless such compromise or settlement includes an unconditional release of any claims against Reliance, the Reliance Affiliates and the Users and does not involve any stipulation, judgment or injunction against Reliance, the Reliance Affiliates or the Users, in which event such written consent of Reliance shall not be required; and

(c)           Reliance shall reasonably cooperate (at the Vendor’s expense) with the Vendor in the defense of such proceeding, suit or claim.

15.7.2         If in any such suit so defended, all or any part of the Equipment or Software or any component thereof or the Work or the use thereof is held to constitute an infringement or violation of Third Party Intellectual Property Rights and its use is enjoined, or if in respect of any claim of infringement or violation the Vendor deems it advisable to do so, the Vendor shall [***] take one or more of the following actions: (a) procure the right to continue the use of the same without interruption for Reliance; (b) replace the same with non-infringing Equipment, Software or Work that meets the Specifications; or (c) modify said Equipment, Software, or Work or any component thereof so as to be non-infringing; provided, that (i) the Equipment, Software or any component thereof or Work as modified complies with all of the Specifications and (ii) Vendor shall [***].  If Vendor is unable to fulfill its obligations set forth in preceding sentence despite its best efforts, Reliance shall have the right, at the sole cost and expense of Vendor, to procure the right to continue the use of such infringing Product.

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15.7.3         The Vendor’s obligations under this Section 15.7 shall not apply to any infringement or violation of Third Party Intellectual Property Rights caused solely by (i) Reliance’s use and maintenance of the Products other than in accordance with the Specifications or the purposes contemplated by the Documents to the extent not otherwise authorized or permitted by the Vendor or any Vendor Affiliate, or (ii) Reliance’s use of the Products in conjunction with products provided to Reliance by a Third Party Provider, which use is not authorized or approved by the Vendor.  Reliance shall [***].

15.8        Survival.

Notwithstanding anything to the contrary herein, the provisions of this 0 shall survive the expiration or termination of the Documents.

SECTION 16.       TITLE AND RISK OF LOSS

16.1        Title.

16.1.1         Free and clear title to each Product shall pass to Reliance (without any liens, encumbrance or security interest, including purchase money security interests) upon delivery to the carrier at the port of shipment.  Nothing contained herein shall, in any manner, affect the Vendor’s obligations under the Documents.

16.1.2         With respect to the Initial Broadband Access Reliance Network, the Vendor shall assume end to end responsibility as set forth in the Specifications till the Acceptance of the Products, except for transportation of the Products from the warehouse to the designated Sites. Vendor shall, if required by Reliance, depute a reasonably skilled Vendor Personnel (to be approved by Reliance) to assist Reliance in ensuring that the Products are delivered and installed as set forth in the Documents.

16.1.3         Within [***] of receipt of the first Purchase Order the Vendor shall deliver to Reliance a detailed estimated schedule specifying all logistical details, including the date of shipment, the number of shipments, list of equipment, weight, volume and quantity of Products under each shipment, point of shipment, date of arrival at Indian port, expected date of delivery at Reliance designated site, details of the carrier, details of the freight forwarder, copy of insurance cover and all other relevant shipment documents as applicable and the Parties shall agree on the same before the placement of the first Purchase Order.  After the first Purchase Order, the Parties will agree on a procedure to provide the above information to Reliance with respect to subsequent Purchase Orders.

16.1.4         Except as otherwise mutually agreed between the Parties, Vendor shall be responsible for delivery of Products to Sites designated by Reliance and Reliance shall bear the costs of air and sea freight, clearing and forwarding,

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warehousing, handling, and inland transportation in the Republic of India with respect to Products.  These costs shall be budgeted and controlled by the Parties.  However, to the extent that any excess costs are incurred as a result of fault, errors or omissions of the Vendor, Vendor shall be responsible for such excess costs.

16.2        Risk of Loss.

Risk of loss of any Products furnished to Reliance as part of the Initial Broadband Access Reliance Network shall pass from the Vendor to Reliance upon Acceptance. Risk of loss of any Products furnished to Reliance as Expansions shall pass from the Vendor to Reliance upon delivery of the Products to the carrier at the port of shipment.

SECTION 17.       FORCE MAJEURE

17.1.1         Either Party may make a claim for excusable failure or delay with respect to any obligation of such Party under the Documents, excluding any obligation to make payments when due.  Excusable failure or delay shall be allowed only in the event of an event of Force Majeure.  Notwithstanding the foregoing, the Vendor shall not be entitled to relief under this Section 17 to the extent that any event otherwise constituting an event of Force Majeure results from the negligence or fault of the Vendor or any Subcontractor, and Reliance shall not be entitled to relief under this Section 17 to the extent any event otherwise constituting an event of Force Majeure results from the negligence or fault of Reliance.

17.1.2         The Party claiming the benefit of excusable delay hereunder shall (a) promptly notify the other Party of the circumstances creating the failure or delay and provide sufficient documentation to establish to the reasonable satisfaction of the other Party the impact of such Party failure or delay and (b) use reasonable efforts to avoid or remove such causes of nonperformance, excusable failure or delay.  If an event of Force Majeure prevents the Vendor from performing its obligations under the Documents for a period exceeding sixty (60) days, Reliance may, upon prior written notice to the Vendor, suspend or terminate (without payment or penalty of any kind) the Documents and/or any Purchase Order to which such excusable delay applies.

17.1.3         The Party not claiming the benefit of excusable delay hereunder shall likewise be excused from performance of its obligations hereunder on a day-for-day basis to the extent such Party’s obligations are affected due to the other Party’s delayed performance.

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SECTION 18.       TAXES, DUTIES, OTHER LEVIES OR INCIDENTAL CHARGES

18.1.1                            The Parties’ respective responsibilities for taxes arising under or in connection with this Contract shall be as follows:

(a)                                  Each Party and/or Subcontractors shall be liable for any personal property or use taxes on equipment or property it owns, uses, or leases from a third party, for franchise and privilege taxes on its business; and for taxes based on its net income or gross receipts.  Vendor shall be liable for payment of taxes on equipment leases for which Vendor and/or any Subcontractor has financial responsibility.

(b)                                 Vendor shall be liable for [***].

(c)                                  Customs Duty: The amounts to be paid by Reliance under the Documents do not include any customs duties payable on importation in India, however designated, which may be levied or assessed on any Products or any component thereof.  Reliance shall be responsible for customs duties and clearing and forwarding charges on the importation of the Products into the Republic of India at the rate applicable to such imports.  To the extent permitted Reliance may import under the Export Promotion Capital Goods (“EPCG”) Arrangement at the concessional rate of duty specified in the relevant customs notification.  The Parties will work together and mutually determine the quantum of customs duty which should be payable before any shipments are made for a given Purchase Order or group of Purchase Orders.  Reliance shall bear and pay customs duty based on the applicable rates in the relevant customs tariff read with any relevant notification that may be in force.  Reliance shall also be liable for any increase in customs duties attributable to changes in published rates and for compliance with any obligation under the EPCG Arrangement.  Subject as below, Vendor shall be liable [***]

(d)                                 Except as otherwise agreed by Vendor and Reliance in writing, Reliance shall be responsible for taxes imposed by a Governmental Entity in India on (i) sales of Products by Vendor to Reliance, if any (ii) entry of the Products into states within the Republic of India, if any; and (iii) octroi, if any.  The Parties shall mutually decide and agree for each Purchase Order or group of Purchase Orders within [***] of issuance of the Purchase Order(s) and before commencement of any delivery, an arrangement for handling taxes as aforementioned, which will include procedures and formats and the quantum of taxes applicable.  Reliance will not be liable for any excess over this quantum or any liability arising due to non-compliance with the arrangement agreed, except as covered below. Reliance shall be responsible for (i) additional amounts due as a result of an increase in the applicable rates for such foregoing taxes, as is generally applicable to all tax payers, (ii) any new tax introduced by a Governmental Entity in the Republic of India in lieu of the foregoing taxes, and (iii) any new taxes by a Governmental Entity in the Republic of India relating to sales of Products by

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Vendor to Reliance. Vendor shall be liable for the amounts required to be paid to any Governmental Entity with respect to the foregoing taxes that are not attributable to errors or omissions of Reliance.

(e)                                  Reliance has no obligation to pay any other taxes, including, but not limited to, those relating to franchise, net or gross income, revenue, receipts, license, occupation, and/or taxes on real or personal property of Vendor or any Subcontractor or any taxes on income of Vendor or Subcontractor personnel.

(f)                                    The Parties shall collaborate together to administer all commercial matters arising from or related to the Work efficiently to their mutual advantage.  Vendor’s Invoices shall separately state the amount of any taxes included therein.  Each Party shall provide and make available to the other any certificates, information regarding sales/purchases or use of equipment, materials, or services, and other exemption certificates or information reasonably requested by either Party.

(g)                                 Vendor shall comply with all regulations and other requirements to the extent reasonable to enable Reliance to avail of the EPCG Arrangement, or other similar arrangements, for the import of Products into India.

(h)                                 Vendor, using Reliance’s appointed customs clearing agent, shall be liable [***] on behalf of Reliance through customs in the Republic of India if required under the Documents and shall be liable to deliver the Products to the location where the Products are intended to be installed, paying all taxes, imposts, duties and levies necessary subject only to Reliance paying the taxes and duties as set forth in paragraphs (c) and (d) above.  The liability for clearing and forwarding charges will be governed on the same basis as for as customs duty as set forth in Subsection (c) above.

(i)                                     Reliance shall withhold taxes applicable on payments to Vendor as per the Income Tax Act, 1961.  All price compensation agreed herein to the Vendor are gross of taxes in India except as specified above and Reliance shall pay only the amounts after deduction of necessary withholding tax, as applicable.

(j)                                     Notwithstanding anything aforesaid, Vendor shall be responsible [***].

(k)                                  Each Party shall promptly notify the other of, and reasonably coordinate with the other, the response to, any claim for taxes asserted by applicable taxing authorities for which the other Party is responsible hereunder.  With respect to any claim arising out of a form or return signed by a Party to this Contract, such Party shall have the right to elect to control the response to and settlement of the claim, but the other Party shall have all rights to participate in the

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responses that are appropriate to its potential responsibilities or liabilities.

(l)                                     Notwithstanding anything aforesaid, Vendor shall be responsible for payment of any extra cost or expense incurred by Reliance due to any non compliance, omission, negligence, inefficiency or default by or on behalf of the Vendor or its Subcontractors with respect to the Vendors/Subcontractors responsibilities hereunder.

18.1.2                            Each Party represents, warrants and covenants that it shall file appropriate tax returns, and pay applicable taxes owed arising from or related to the Work in applicable jurisdictions. The Vendor shall, prior to filing any such returns, discuss with Reliance the basis of such filings and the assumptions used in or related to such filings, relating to the Work.

SECTION 19.       DISCONTINUATION AND TECHNOLOGY FORECAST

19.1        Discontinuation.

The Vendor shall continue to manufacture and otherwise provide and support Products, including but without limitation, spare and replacement parts and Technical Support Services and related Services to and for Reliance for at least [***] after the time of each such Product’s first being provided to Reliance pursuant to the Documents.

Upon any discontinuation of manufacturing of the Products (after the period specified above) the Vendor shall notify Reliance  at least [***] prior to the final production of any Products so that Reliance is able to order enough extension, spares and or functionally equivalent replacements parts for the maintenance and operation of the Network. The spare and functionally equivalent replacement parts shall be functionally identical or at least equivalent or capable of direct substitution such that no direct or indirect side effects shall be caused whatsoever to the Products, Reliance Network and or the operation and maintenance of the same.

In addition the Vendor shall provide Reliance with complete manufacturer’s standard technical specifications for all the Products (including the spares, functionally equivalent replacements ) as well as  the contacts of all other sources other than the Vendor from where such spares and or functionally equivalent replacements can be procured. No separate licence fees, royalties or other payments shall be payable by Reliance  for the use of such technical specifications and documents supplied in accordance with this Section. The Net Price of  such spares and or functionally equivalent replacements shall not exceed [***] of the Net Price at which the such spares are supplied by the Vendor before the discontinuation.

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19.2        Technology Forecast.

19.2.1                            Vendor shall provide Reliance with a technology forecast every [***]. Such forecast shall contain at a minimum the following:

(a)                                  The evolution of all of Vendor’s and Vendor’s Affiliates Broadband Access network products, either hardware or software, relevant to the Broadband Access Reliance Network;

(b)                                 The introduction of all new wireless telecommunication and Broadband Access network products, either hardware or software, relevant to the Broadband Access Reliance Network;

(c)                                  The date of first office application and/or general commercial introduction (“General Availability”) of the products mentioned in (a) and (b) above;

(d)                                 The known or forecasted technical specifications for the products mentioned in (a) and (b) above.

(e)                                  The Vendor or Vendor’s Affiliates plans relating to discontinuation of any Product purchased by Reliance.

Such technology forecast shall be given on the basis of a rolling eighteen (18) month period.

19.2.2                            [***]

19.2.3                            The Vendor hereby acknowledges Reliance’s commercial need to know and understand the anticipated useful life of any Product prior to purchasing such Product under the Documents.

19.2.4                            In consideration of Reliance’s contemplation of purchasing any Product hereunder, the Vendor hereby covenants to provide to Reliance a detailed description of the planned evolutionary path of such Product, including, without limitation, the Product’s anticipated life cycle and the time period for which the Vendor intends to support such Product, provided, however, that any such description of an anticipated life cycle or planned support shall not affect Vendor’s obligations to manufacture, provide and support Products as set forth in Section 19.1.

SECTION 20.       INDEMNIFICATION AND LIABILITY LIMITATION

20.1        Vendor Indemnity.

Subject to the provisions of this Section 20, the Vendor shall [***].

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20.2        Reliance Indemnity.

Subject to the provisions of this Section 20, Reliance shall [***]

20.3        Liability

Except as expressly provided in this Section 20.3 and except also in relation to where the Vendor is obliged to pay Liquidated Damages under the Documents (and in such instance, the payment of Liquidated Damages shall be the sole remedy for such damages), it is the intent of the Parties that each Party shall be liable to the other Party for any actual damages incurred by the non-breaching Party as a result of the breaching Party’s failure to perform its obligations in the manner required by the Documents.

20.4        LIMITATION ON LIABILITY.

Notwithstanding anything to the contrary herein contained:

20.4.1                            The aggregate liability of any Party to another Party in respect of all claims for Liabilities arising under any Contract shall not exceed [***].

20.4.2                            EXCEPT IN RESPECT OF VENDOR’S LIABILITY PURSUANT TO SECTION 20.5 AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE DOCUMENTS, IN NO EVENT, AS A RESULT OF BREACH OF CONTRACT OR BREACH OF WARRANTY OR OTHERWISE, [***].

20.4.3                            For the avoidance of doubt, the performance of the Vendor’s obligations with respect to Liquidated Damages and Section 5.2 (Performance Warranty) shall not in any way be reduced, made void or affected by virtue of the provisions of Section 20.4.2 above. 

20.5        Damages for Fraud, Gross Negligence or Willful Misconduct.

[***]

20.6        Claims Procedure.

If a claim for Liabilities (a “Claim”) is to be made by a Person entitled to indemnification hereunder (the “Indemnified Person”) against a Party responsible for indemnification hereunder (the “Indemnifying Party”), the Indemnified Person shall give written notice of such Claim (a “Claim Notice”) to the Indemnifying Party as soon as practicable after the Indemnified Person becomes aware of any fact, condition or event which may give rise to Liabilities for which indemnification may be sought under the General Terms, provided, however, that no delay on the part of an Indemnified Person in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby actually prejudiced.  If any lawsuit or enforcement action is filed against Indemnified Person, written notice thereof shall be given

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to the Indemnifying Party as promptly as practicable (and in any event within [***] after the service of the citation or summons).  The Indemnifying Party shall be entitled, if it so elects, (i) to defend such lawsuit or action, (ii) to employ and engage attorneys of its own choice to handle and defend the same, at the Indemnifying Party’s sole cost, risk and expense, and (iii) to compromise or settle such Claim, which compromise or settlement shall be made only with the written consent of the Indemnified Person (which may not be unreasonably withheld), unless such compromise or settlement includes an unconditional release of any claims against the Indemnified Person and does not involve any stipulation, judgment or injunction against the Indemnified Person, in which event such written consent of the Indemnified Person shall not be required.  If the Indemnifying Party fails to assume the defense of such Claim within [***] after receipt of the Claim Notice, the Indemnified Person against which such Claim has been asserted shall (upon delivering notice to such effect to the Indemnifying Party) have the right to undertake, at the Indemnifying Party’s cost and expense, the defense, compromise or settlement of such Claim on behalf of and for the account and risk of the Indemnifying Party.  In the event the Indemnified Person assumes the defense of the Claim, the Indemnified Person will keep the Indemnifying Party reasonably informed of the progress of any such defense, compromise or settlement.  The Indemnifying Party shall be liable for any settlement of any action effected pursuant to and in accordance with the General Terms and for any final judgment (subject to any right of appeal), and the Indemnifying Party agrees to indemnify and hold harmless the Indemnified Person from and against any Liabilities by reason of such settlement or judgment.

SECTION 21.       REPRESENTATIONS AND WARRANTIES

21.1        Representations and Warranties of the Vendor.

The Vendor hereby represents and warrants to Reliance as follows:

21.1.1                            Due Organization of the Vendor.

The Vendor is a corporation duly incorporated, validly existing and in good standing under the laws of the United States of America and in countries in which the Vendor conducts its business and has all requisite corporate power and authority to own and operate its business and properties and to carry on its business as such business is now being conducted and is duly qualified to do business in all jurisdictions in which the transaction of its business in connection with the performance of its obligations in connection with the Documents makes such qualification necessary.

21.1.2                            Due Authorization of the Vendor; Binding Obligation.

The Vendor has full corporate power and authority to execute and deliver the Documents and to perform its obligations hereunder, and the execution, delivery and performance of the Documents by the Vendor have been duly authorized by all necessary corporate action on the part of the Vendor; the Documents have been duly executed and delivered by the Vendor and are the valid and binding obligations of the Vendor enforceable in accordance with their terms, except as enforcement thereof may be limited by or with respect to the following: (i) applicable insolvency,

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moratorium, bankruptcy, fraudulent conveyance and other similar laws of general application relating to or affecting the rights and remedies of creditors; (ii) application of equitable principles (whether enforcement is sought in proceedings in equity or at law); and (iii) provided the remedy of specific enforcement or of injunctive relief is subject to the discretion of the court before which any proceeding therefore may be brought.

21.1.3                            Non-Contravention.

The execution, delivery and performance of the Documents by the Vendor and the consummation of the transactions contemplated hereby and thereby do not and will not contravene the certificate of incorporation or by-laws of the Vendor and do not and will not conflict with or result in (i) a breach of or default under any indenture, agreement, judgment, decree, order or ruling to which the Vendor is a party that would materially adversely affect the Vendor’s ability to perform its obligations under the Documents; or (ii) a breach of any Applicable Law.

21.1.4                            Regulatory Approvals.

All authorizations by, approvals or orders by, consents of, notices to, filings with or other acts by or in respect of any Governmental Entity or any other Person required in connection with the execution, delivery and performance of the Documents by the Vendor have been obtained or shall be obtained in due course.

21.1.5                            Non-Infringement.

The Vendor represents and warrants that there are no threatened or actual claims or suits in connection with patents and other intellectual property matters that would materially adversely affect the Vendor’s ability to perform its obligations under the Documents.

21.1.6                            Scope.

The representations and warranties of the Vendor pursuant to this Section 21.1 shall be deemed to apply to all of the Work performed by any Subcontractor employed by the Vendor as though the Vendor had itself performed such Work.

21.1.7                            Requisite Knowledge.

The Vendor represents and warrants that it has all requisite knowledge, know-how, skill, expertise and experience to perform the Work in accordance with the terms of the Documents.

21.1.8                            Work Standards

The Work shall be rendered with promptness and diligence and shall be executed in a workmanlike manner, in accordance with the reasonable best industry prevailing practices of the information technology and telecommunication outsourcing industry

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and the Documents.  Vendor shall use adequate numbers of qualified individuals with suitable training, education, experience, competence and skill to perform the Work.  Vendor shall provide such individuals with training as to new products and services prior to the implementation of such products and services in the User environment.

21.1.9                            Efficiency and Cost Effectiveness

Vendor shall use commercially reasonable efforts to provide the Work in the most cost-effective manner.  Without limiting the generality of the foregoing, such actions shall include:

(a)                                  making adjustments in the timing of actions (consistent with Reliance’s and User’s priorities and schedules for the Work and Vendor’s obligation to meet the Specifications);

(b)                                 tuning or optimizing the systems, including memory, used to perform the Work;

(c)                                  using alternative technologies to provide the Products and perform the Work in accordance herewith; and

(d)                                 efficiently using resources for which Reliance and/or User is charged hereunder, consistent with industry norms, and compiling data concerning such efficient use in segregated and auditable form whenever possible.

21.2        Bring Down.

The Vendor hereby acknowledges and agrees that, upon execution of each Contract and Purchase Order, the Vendor shall be deemed to make the representations and warranties of Section 21.1 as of the effective date of, and with respect to, any such Contract or Purchase Order.

21.3        Representations and Warranties of Reliance.

Reliance hereby represents and warrants to the Vendor as follows:

21.3.1                            Due Organization of Reliance.

Reliance is a corporation, validly existing and in good standing under the laws of the Republic of India and has all requisite power and authority to own and operate its business and properties and to carry on its business as such business is now being conducted and is duly qualified to do business in the Republic of India and in any other jurisdiction in which the transaction of its business makes such qualification necessary.

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21.3.2                            Due Authorization of Reliance; Binding Obligation.

Reliance has full corporate power and authority to execute and deliver the Documents and to perform its obligations hereunder, and the execution, delivery and performance of the Documents by Reliance have been duly authorized by all necessary corporate action on the part of Reliance; the Documents have been duly executed and delivered by Reliance and are the valid and binding obligation of Reliance enforceable in accordance with their terms, except as enforcement thereof may be limited by or with respect to the following: (i) applicable insolvency, moratorium, bankruptcy, fraudulent conveyance and other similar laws of general application relating to or affecting the rights and remedies of creditors; (ii) application of equitable principles (whether enforcement is sought in proceedings in equity or at law); and (iii) provided the remedy of specific enforcement or of injunctive relief is subject to the discretion of the court before which any proceeding therefore may be brought.

21.3.3                            Non-Contravention.

The execution, delivery and performance of the Documents by Reliance and the consummation of the transactions contemplated hereby and thereby do not and will not contravene the Memorandum and Articles of Association and do not and will not conflict with or result in (i) a breach of or default under any indenture, agreement, judgment, decree, order or ruling to which Reliance is a party that would materially adversely affect Reliance’s ability to perform its obligations under the Documents, or (ii) a breach of any Applicable Law.

21.4        Bring Down

Reliance hereby acknowledges and agrees that, upon execution of each Contract and Purchase Order, Reliance shall be deemed to make the representations and warranties of Section 21.3 as of the effective date of, and with respect to, any such Contract or Purchase Order.

SECTION 22.       DISPUTE RESOLUTION

22.1        Interpretation.

The validity, construction and performance of the Documents shall be governed by the laws of India, excluding its conflicts-of-laws provisions. Subject to the provisions of Section 22.3 below, the courts in [***] shall have exclusive jurisdiction.  All communication between the parties shall be in English.  In fulfilling the obligations hereunder, Vendor and its subcontractors and suppliers shall abide by all Applicable Laws, rules, regulations, codes including tax laws and regulations prevailing in India and all other applicable jurisdictions.

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22.2        Negotiation.

The Parties shall first use their best efforts to settle amicably any dispute arising out of or in connection with the Documents, including without limitation, their existence, interpretation, performance, or termination, by negotiation in accordance with this Section 22.2, as follows:

(i)                                     The Party raising the dispute shall address to the other Party a notice requesting an negotiation of the dispute within [***] of notification.

(ii)                                  The dispute shall then be referred for resolution between the President and CEO or the Chief Financial Officer or the Vice President (International Sales) of Vendor and Mr. Prakash Bajpai of Reliance.  Vendor and Reliance shall attempt to resolve such dispute by negotiation, and document any settlement that may be agreed, within a further period of [***].

22.3        Arbitration.

22.3.1                            Any dispute arising out of or relating to the Documents which cannot be settled by negotiation shall be first attempted to be resolved through conciliation between the Parties by appointing a conciliator mutually acceptable to the Parties.

22.3.2                            If the parties are unable to resolve the dispute through conciliation within [***] of the appointment of the conciliator then the Parties shall refer such dispute to arbitration in accordance with this Section 22.3.

22.3.3                            In case of any dispute or difference arising at any time between the parties hereto as to the interpretation or effect of the Documents or any clause or matter herein contained or the rights or liabilities of the Parties hereto or otherwise howsoever in relation to the Documents, the same shall be referred to the arbitration by an arbitral tribunal consisting of three arbitrators: one each nominated by the Parties and the third chosen by the two arbitrators nominated by the Parties. The arbitration shall be governed by the provisions of the Arbitration and Conciliation Act, 1996 or any statutory modification or enactment thereof for the time being in force.

22.3.4                            [***]

22.3.5                            The Parties agree that any award of the arbitral tribunal shall be final and binding on them and shall be enforceable in any court of competent jurisdiction.

22.3.6                            Notwithstanding any dispute under the Documents, the Parties shall continue to perform their undisputed obligations under the Documents (subject to any right of termination or suspension in the Documents).

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SECTION 23.       TERMINATION AND EVENTS OF DEFAULT

23.1        Reliance’s Right of Termination.

23.1.1                            Termination by Reliance for Convenience.  Reliance may, at its sole option, terminate all or any portion of the Documents, for convenience upon [***] prior written notice at any time provided that no termination under this Section 23.1.1 shall relieve Reliance from the obligations set forth in Section 3.2 of the Broadband Access Equipment Contract.  Any Purchase Orders made prior to any such termination shall, subject to the terms hereof and the applicable Contract, remain in effect and shall be fulfilled to the extent that such orders are outstanding as of the date of such termination.

23.1.2                            Termination by Reliance for Cause. Reliance has the right to terminate all or any portion of the Documents without any penalty to, or payment obligation of, Reliance (other than undisputed outstanding payment obligations relating to the Work performed by Vendor as of the date of any such termination, with disputed payment obligations being subject to the dispute resolution provisions of Section 22) upon the occurrence of any Vendor event of default (each, a “Vendor Event of Default”) set forth below.  References to “Vendor” in this Section 23.1.3 shall include Vendor and any assignee of Vendor.  The occurrence of any one of the following shall constitute a Vendor Event of Default:

(a)                                  the Vendor (i) is insolvent, (ii) files a voluntary petition in bankruptcy or has an involuntary petition in bankruptcy filed against it that is not dismissed within thirty (30) days of such involuntary filing, (iii) admits the material allegations of any petition in bankruptcy filed against it, (iv) is adjudged bankrupt, or (v) makes a general assignment for the benefit of its creditors, or a receiver is appointed for all or a substantial portion of its assets and is not discharged within thirty (30) days after his appointment;

(b)                                 the Vendor commences any proceeding for relief from its creditors in any court under any state insolvency statutes;

(c)                                  the Vendor disregards or violates material Applicable Laws or material Applicable Permits;

(d)                                 the Vendor persistently fails to timely correct Defects and Deficiencies in accordance with the terms of the Documents;

(e)                                  the Vendor persistently fails to fulfill its obligations with respect to the satisfaction, discharge or bonding of Liens as set forth in Section 3.13 hereof;

(f)                                    the Vendor abandons or ceases its performance of the Work (except as a result of an event of Force Majeure or a casualty for which Reliance is fully covered by insurance or as to which other provisions

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reasonably acceptable to Reliance are being diligently pursued, or pursuant to Section 23.2);

(g)                                 the Vendor assigns or subcontracts Work other than in accordance with the terms and conditions of Section 10;

(h)                                 the Vendor fails to materially comply with any accepted Change Order pursuant to Section 14.3;

(i)                                     the Vendor fails to pay to Reliance any material amount due not otherwise disputed in good faith to Reliance by the date required for such payment;

(j)                                     the Vendor fails to accept or materially comply with any Purchase Order issued by Reliance in accordance with the Documents;

(k)                                  Reliance elects to exercise its termination rights set forth in Section 24.17;

(l)                                     the Vendor otherwise materially breaches any provision of the Documents; or

(m)                               A Critical Performance Failure with respect to (i) a failure of any individual Network Element to meet the applicable Specifications or (ii) the failure of multiple Network Elements, regardless of whether any one of which individually constitutes a Critical Performance Failure, or Vendor fails to remedy a material breach of the Performance Warranty.

23.1.3                            If any of the Vendor Events of Default exists, Reliance may, without prejudice to any other rights or remedies of Reliance in the Documents or at law or in equity, terminate the Documents upon written notice to the Vendor; provided, however, that Reliance shall have first provided to the Vendor the following periods of notice and opportunity to cure:

(a)                                  in the case of a Vendor Event of Default specified in the foregoing Sections 23.1.2(d) and 23.1.2(l), Reliance shall have provided [***] prior written notice to the Vendor, and the Vendor shall have failed to remedy such breach entirely by the end of such [***] period;

(b)                                 in the case of a Vendor Event of Default specified in the foregoing Sections 23.1.2(a), 23.1.2(b), or 23.1.2(k) [***]; and

(c)                                  in the case of any other Vendor Event of Default, Reliance shall have provided [***] prior written notice, and the Vendor shall have failed (A) to commence to cure the default within [***] after receipt of such notice, and (B) to diligently pursue such cure and remedy the breach entirely by the end of said [***] notice period.

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23.1.4                            If Reliance elects to terminate the Documents, Reliance may, without prejudice to any other rights or remedies of Reliance in the Documents or at law or in equity, do one or more of the following:

(a)                                  Take possession of all engineering and design data, manufacturing data, construction and erection data, start-up and testing data, materials, and Products that shall become part of the specified Markets, or the Work and which Reliance shall have the right of ownership to and/or possession of under the terms of the Documents, whether any of the same is in a partial state of completion or completed condition, and title to any of said items vests in Reliance (if not already vested by the provisions of the Documents);

(b)                                 Take possession of all engineering and design data, manufacturing data, construction and erection data, start-up and testing data, materials, and Products that shall become part of the specified Markets, or the Work whether any of the same is in a partial state of completion or completed condition (if not already vested in Reliance by the provisions of the Documents);

(c)                                  Take temporary possession and control of all of the Vendor’s installation equipment, machinery, and the Vendor’s materials, supplies, Software and any and all tools at any project site including, but not limited to, any Network Location, within the specified Markets that in Reliance’s opinion, are necessary to finish the Work, subject to any enforceable licenses related thereto or any confidentiality restrictions otherwise contained in these General Terms;

(d)                                 Direct that the Vendor assign its Subcontractor agreements to Reliance without any change of price or conditions therein or penalty or payment therefore to the full extent permitted by such agreement or agreements; or

(e)                                  Take over and finish the Work by whatever reasonable methods Reliance may deem expedient;

provided, that nothing contained in clauses (a) through (e) above shall require the Vendor to relinquish to Reliance any of its manufacturing facilities, specific Product designs (other than such designs previously provided to Reliance pursuant to the terms of the Documents), trade secrets or proprietary information not previously provided or made available to Reliance, the Market or any part thereof or any materials, supplies, inventories, tools, software, engineering and/or designs that are not integral or relevant to the completion of the Work.

23.1.5                            Upon such notification of termination, the Vendor shall immediately discontinue all of the Work (unless such notice of termination directs otherwise), and, as more fully set forth in Section 23.1.4, deliver to Reliance copies of all data, drawings, specifications, reports, estimates, summaries,

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and such other information, and materials as may have been accumulated by the Vendor in performing the Work, whether completed or in process.  Furthermore, the Vendor shall assign, assemble and deliver to Reliance all purchase orders and Subcontractor agreements (and in connection with such agreements, to the full extent permitted by such agreements) requested by Reliance.

23.1.6                            In the event Reliance terminates the Documents pursuant to Section 23.1.2, the Vendor shall not be entitled to receive further payment, other than payments due and payable under the Documents and not subject to dispute prior to such termination (with disputed payment obligations being subject to the dispute resolution provisions of Section 22).  Notwithstanding anything herein to the contrary, Reliance may withhold payments, if any, to the Vendor for the purposes of offset of amounts owed to Reliance pursuant to the terms of the Documents until such time as the exact amount of damages due to Reliance from the Vendor is fully determined; provided, however, that the amount of any such offset pursuant to this Section 23.1.6 shall not be greater than the amounts otherwise owed to the Vendor and claimed hereunder.

23.1.7                            In the event of a termination due to a Vendor Event of Default, Reliance shall be entitled to the costs in connection with finishing the Work (exclusive of any late fees or penalties already paid and/or owing to Reliance upon termination of the Documents), and if such costs exceed the unpaid balance of the prices hereunder for such Work, the Vendor shall be liable to pay such excess to Reliance.  The amount to be paid by the Vendor pursuant to this Section 23.1.7 shall survive termination of the Documents.

23.2        Vendor’s Right of Termination.

The Vendor shall have the option to suspend or terminate the Documents without any penalty or payment obligations, other than undisputed outstanding payment obligations relating to the Work performed by Vendor as of the date of any such termination (with disputed payment obligations being subject to the dispute resolution provisions of Section 22) pursuant to the terms of the Documents if:

23.2.1                            Reliance (i) files a voluntary petition in bankruptcy or has an involuntary petition in bankruptcy filed against it that is not dismissed within sixty (60) days of such involuntary filing, (ii) admits the material allegations of any petition in bankruptcy filed against it, (iii) is adjudged bankrupt, or (iv) makes a general assignment for the benefit of its creditors, or if a receiver is appointed for all or a substantial portion of its assets and is not discharged within sixty (60) days after his appointment, and any such filing, proceeding, adjudication or assignment as described herein above shall otherwise materially impair Reliance’s ability to perform its obligations under the Documents;

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23.2.2                            Reliance commences any proceeding for relief in any court under any state insolvency statutes; or

23.2.3                            The Vendor shall have the option to suspend the Vendor’s performance of Work (other than Services for which Reliance has paid in advance) if Reliance fails to make payments of undisputed amounts in excess of U.S. Dollars [***] due to the Vendor pursuant to the terms of the Documents that are more than [***] overdue; provided, that such failure has continued for at least [***] after the Vendor has provided written notice to Reliance of its right and intent to so suspend on account of such overdue amount (which written notice with respect to any overdue undisputed amounts may be given no earlier than [***] after date of receipt of relevant conforming invoice along with all supporting documents)

23.3        Continuing Obligations; Survival.

Notwithstanding anything to the contrary in the Documents, termination or expiration of the Documents for any reason (i) shall not relieve either Party of its obligations with respect to the confidentiality of the Proprietary Information as set forth in Section 24.14, (ii) shall not relieve either Party of any obligation that expressly or by implication survives termination, and (iii) except as otherwise provided in any provision of these General Terms expressly limiting the liability of either Party, shall not relieve either Party of any obligations or liabilities for loss or damage to the other Party arising out of or caused by acts or omissions of such Party prior to the effectiveness of such termination or arising out of its obligations as to portions of the Work already performed or of obligations assumed by the Vendor prior to the date of such termination.  In addition to, and in no way limiting the foregoing, Section 15, Section 19.1, Section 20, and Sections 22, 24.2, 24.5, 24.10, 24.12, 24.14 and 24.18 shall survive termination or expiration of these General Terms, in addition to any other provisions that by their content are intended to survive the performance, termination, expiration or cancellation of these General Terms.

SECTION 24.       MISCELLANEOUS

24.1        Amendments.

The terms and conditions of the Documents, including the provisions of these General Terms, may only be amended by mutually agreed amendments.  Each amendment shall be in writing and shall identify the provisions to be changed and the changes to be made.  Amendments of the Documents shall be signed by duly authorized representatives of each of the Vendor and Reliance as set forth in these General Terms.

24.2        Offset.

Either Party may offset, deduct or retain out of any monies, which may be due or become due to the other Party hereunder or otherwise, any amounts such other Party owes to such first Party hereunder.

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24.3        Assignment.

24.3.1                            Except as otherwise permitted herein, neither the Documents nor any portion thereof may be assigned by Reliance without the express prior written consent of the Vendor, such consent not to be unreasonably withheld, conditioned or delayed.  Except as otherwise permitted herein, neither the Documents nor any portion hereof may be assigned by Vendor without the express prior written consent of Reliance, which may be withheld, conditioned or delayed at the sole discretion of Reliance.  Notwithstanding the foregoing, Reliance may, without the prior consent of the Vendor, assign its rights under all or any portion of the Documents to any of Reliance’s Affiliates, direct or indirect successors, parent and may collaterally assign its rights under the Documents to any or all financial institutions providing financing for any part of the Broadband Access Reliance Network.  The foregoing rights and obligations are in addition to those set forth in Section 24.3.3 below.  No assignment by the Vendor of all or any portion of the Documents or any of the Vendor’s obligations under any of the Documents shall release the Vendor from liability for the full performance of all of Vendor’s obligations under the Documents, unless otherwise expressly agreed by Reliance in writing. No assignment by Reliance to its Affiliates, direct or indirect successors or parent or a financial institution of this Broadband Access Equipment Contract or any of Reliance’s obligations under this Broadband Access Equipment Contract shall release Reliance from liability for the full performance of all of Reliance’s obligations under this Broadband Access Equipment Contract, unless otherwise expressly agreed by the Vendor in writing. Any attempted assignment in violation of Section 24.3 shall be null and void.

24.3.2                            The Parties agree that Reliance may enforce the provisions of the Documents regarding assignment by an action for injunction or other equitable remedies.

24.3.3                            Subject to the foregoing, the Documents shall bind and inure to the benefit of the Parties, their successors and permitted assigns.

24.4        Notices.

Any notice, request, consent, waiver or other communication required or permitted hereunder shall be effective only if it is in writing and shall be deemed received by the Party to which it is sent (i) upon delivery when delivered by hand, (ii) three days after being sent, if sent with all sending expenses prepaid, by an express courier with a reliable system for tracking delivery, (iii) when transmitted, if sent by confirmed facsimile, or (iv) 14 days after the date sent, if sent by certified or registered mail, postage prepaid, return receipt requested, addressed as follows:

If to Reliance:

[***]

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If to the Vendor:
Chuck Farrell
UTStarcom Inc.
1275 Harbor Bay Parkway
Alameda, California 94502, U.S.A.

With a copy to:
Russell Boltwood
UTStarcom Inc.
1275 Harbor Bay Parkway
Alameda, California 94502, U.S.A.

24.5        Independent Contractor.

24.5.1                            Nothing in the Documents shall be deemed to constitute either Party a partner, agent or legal representative of the other Party, or to create any fiduciary relationship between the Parties.  The Vendor is and shall remain an independent contractor in the performance of the Work, maintaining complete control of its employees, agents, Subcontractors and operations required for performance of the Work.  The Documents shall not be construed to create any relationship, contractual or otherwise, between Reliance and any Subcontractor, except to establish Reliance as a third party beneficiary of the contracts with Subcontractors.

24.5.2                            The Vendor shall be responsible for its employees’ compliance with Applicable Laws while performing all Work under the Documents.  The Vendor has the responsibility for, and control over, the means and details of performing the Services, subject to Reliance’s inspection.  The Vendor shall provide all training, hiring, supervising, hours of work, work policies and procedures, work rules, compensation, payment for expenses and discipline and termination of its Subcontractors and employees.  Reliance shall incur no responsibility or obligation to employees, agents, Subcontractors or other parties utilized by the Vendor to perform the Work set forth in the Documents.  Such person or parties shall, at all times, remain employees, agents or Subcontractors (whichever is applicable) of the Vendor.  The Vendor shall indemnify and defend Reliance from all claims by any person, government or agency relating to payment of taxes and benefits to employees, agents, Subcontractors or other parties util