TC Systems, Inc. South Carolina - AT&T Clec Online

Agreement
Page 7
Services and Elements in this Agreement or pursuant to any applicable tariff, in
which event such specific period or conditions shall apply, provided such
period or condition is reasonable, nondiscriminatory and narrowly tailored.
Where there is no such different notice period or different condition specified,
TC SYSTEMS’s liability shall be limited to payment of the amounts due for
any terminated Services and Elements provided up to and including the date of
termination. Notwithstanding the foregoing, the provisions of Section 10,
infra, shall still apply. Upon termination, BellSouth agrees to cooperate in an
orderly and efficient transition to TC SYSTEMS or another vendor such that
the level and quality of the Services and Elements is not degraded and to
exercise its best efforts to effect an orderly and efficient transition. TC
SYSTEMS agrees that it may not terminate the entire Agreement pursuant to
this section.
3.2 If a Party is in breach of a material term or condition of this Agreement
(“Defaulting Party”), the other Party shall provide written notice of such
breach to the Defaulting Party. The Defaulting Party shall have ten (10)
business days from receipt of notice to cure the breach. If the breach is not
cured, the Parties shall follow the dispute resolution procedure set forth in
Section 16 of the General Terms and Conditions of this Agreement.
4. Good Faith Performance
4.1 In the performance of their obligations under this Agreement, the Parties shall
act in good faith and consistently with the intent of the Act. Where notice,
approval or similar action by a Party is permitted or required by any provision
of this Agreement, (including, without limitation, the obligation of the Parties
to further negotiate the resolution of new or open issues under this Agreement)
such action shall not be unreasonably delayed, withheld or conditioned.
5. Option to Obtain Services and Elements and Combinations Under Other
Agreements
5.1 BellSouth shall make available and TC SYSTEMS may elect to adopt
pursuant to 47 U.S.C. § 252 and the FCC rules and regulations regarding such
availability any interconnection, service, or network element provided under an
agreement approved pursuant to 47 U.S.C. § 252. The Parties shall adopt all
rates, terms and conditions concerning such other interconnection, service or
network element. The adopted interconnection, service, or network element
and agreement shall apply to the same states as such other agreement. The
term of the adopted agreement or provisions shall expire on the same date as
set forth in the agreement that was adopted. TC SYSTEMS may exercise this
option by delivering written notice to BellSouth.
5.2 Any dispute between the Parties concerning any election or exercise of an
option by TC SYSTEMS under this Section 5 shall be resolved pursuant to the
CCCS 9 of 433