Common use of Authorizations and Compliance with Law Clause in Contracts

Authorizations and Compliance with Law. Vendor will obtain and maintain all Authorizations required to perform the Services at its own expense. Vendor will comply at its own expense with all Laws (including without limitation rules, regulations or policies of the FCC) applicable to Vendor’s delivery or performance of the Services, operation of its facilities and performance pursuant to this MSA. Vendor will be responsible for identifying and becoming familiar with any changes in Laws that are related to Vendor’s delivery, use or performance of the Services or USAC’s use or receipt of the Services. Vendor will promptly notify USAC of any such changes in Laws. Vendor and USAC will work together to identify the impact of such changes on how USAC receives or uses, and Vendor delivers, the Services. Unless otherwise provided for, Vendor shall continue to perform the Services at no additional charge to USAC despite any changes in Laws. However, nothing about this Section will prevent the Vendor from submitting a Change Order to accommodate the change in Law. If such changes in Laws prevent Vendor from performing its obligations or materially impact USAC’s receipt or use thereof under this MSA, Vendor will develop and, upon USAC’s approval, implement a suitable workaround at no additional cost to USAC until such time as Vendor can perform its obligations under this MSA in compliance with Laws without such workaround. Vendor will be responsible and bear any fine or penalty that Vendor or USAC may suffer or incur for any non-compliance with Laws relating to the delivery or performance of the Services; provided, however, that USAC will be responsible and bear any such fine or penalty imposed on USAC if (a) Vendor has complied with its obligations under this Section, (b) USAC has failed to accept or implement any changes in how Vendor delivers the Services resulting from such changes in Laws identified by Vendor, and (c) the fine or penalty is directly attributable to USAC’s failure to accept or implement any such change in how USAC uses, and Vendor delivers, the Services. Vendor shall, at its cost and expense (except as otherwise provided in this Section), maintain Vendor Controls in each Vendor Service Location and USAC Service Location in accordance with industry standards for services of the type provided to USAC, including without limitation those set forth in the Privacy and Security Addendum. Nothing in this Section shall prevent Vendor from submitting a change to the Scope of Work pursuant to the Change Control Procedures.

Authorizations and Compliance with Law. Vendor will obtain and maintain all Authorizations required to perform the Services at its own expense. Vendor will comply at its own expense with all Laws (including without limitation rules, regulations or policies of the FCC) applicable to Vendor’s delivery or performance of the Services, operation of its facilities and performance pursuant to this MSA. Vendor will be responsible for identifying and becoming familiar with any changes in Laws that are related to Vendor’s delivery, use or performance of the Services or USAC’s use or receipt of the Services. Vendor will promptly notify USAC of any such changes in Laws. Vendor and USAC will work together to identify the impact of such changes on how USAC receives or uses, and Vendor delivers, the Services. Unless otherwise provided for, Vendor shall continue to perform the Services at no additional charge to USAC despite any changes in Laws. However, nothing about this Section section will prevent the Vendor from submitting a Change Order to accommodate the change in Law. If such changes in Laws prevent Vendor from performing its obligations or materially impact USAC’s receipt or use thereof under this MSA, Vendor will develop and, upon USAC’s approval, implement a suitable workaround at no additional cost to USAC until such time as Vendor can perform its obligations under this MSA in compliance with Laws without such workaround. Vendor will be responsible and bear any fine or penalty that Vendor or USAC may suffer or incur for any non-compliance with Laws relating to the delivery or performance of the Services; provided, however, that USAC will be responsible and bear any such fine or penalty imposed on USAC if (a) Vendor has complied with its obligations under this Section, (b) USAC has failed to accept or implement any changes in how Vendor delivers the Services resulting from such changes in Laws identified by Vendor, and (c) the fine or penalty is directly attributable to USAC’s failure to accept or implement any such change in how USAC uses, and Vendor delivers, the Services. Vendor shall, at its cost and expense (except as otherwise provided in this Section), maintain Vendor Controls in each Vendor Service Location and USAC Service Location in accordance with industry standards for services of the type provided to USAC, including without limitation those set forth in the Privacy Articles 15 and Security Addendum16. Nothing in this Section shall prevent Vendor from submitting a change to the Scope of Work pursuant to the Change Control Procedures.