- Description/Location of Service/s Requested
- Dates of Commencement and Completion of Service/s Requested
- Deliverables, Performance Standards, Special Conditions
- Units and Price per Unit for Requested Service/s
- Costing Methodology

1. USWC shall submit invoices to USWLD for Services provided in accordance with the terms and conditions of this Agreement on a monthly basis unless otherwise specified in the Work Order. USWLD shall notify USWC of the address to which invoices are to be sent.
   
   
2. Invoices shall include the following billing information as a minimum:
   
   

   1. Invoice number
   2. Payment due date
   3. Date of Service
   4. Description of charges
   5. Applicable taxes
   6. Total charge

   
   
   
3. The bill recipient is responsible for recording the obligation upon receipt of the invoice WITHOUT REGARD TO ACCEPTANCE unless the billing has been billed to the wrong entity. Once the payable has been recorded, the bill recipient may withhold cash payment of the invoice for disputed items only. Formal disputes must be initiated with the billing company contact no later than sixty (60) days from receipt of the invoice. Any amount billed and uncontested as of the 60th day from receipt of the invoice shall be construed to be a proper charge to the bill recipient.
   
   Interest should not be accrued on cash payments withheld by the bill recipient for disputed amounts during the period of the dispute. However, in order to discourage withholding of payments without due cause, if any portion of the disputed amount is resolved in favor of the billing company, interest shall be accrued from thirty (30) days after payment was due until the amount owed is paid. If the dispute is resolved in favor of the bill recipient, the billing company shall issue a credit to the bill recipient for the full amount. Payment of invoiced amounts that are undisputed or uncontested shall be remitted in full within thirty (30) calendar days after receipt of the invoice. Payment shall be sent to the address indicated on the invoice. Invoiced amounts not paid by the effective payment due date may be assessed interest on any outstanding balance until the amount is paid in full. Interest shall be accrued at a rate of one and one-half percent (1.5%) per month, or the highest rate allowed by applicable law, whichever is lower. Such interest shall be reflected on the invoice issued the month after the payment is deemed to be past due.
   
   
4. The billing company shall have sixty (60) days from formal notification of the dispute to respond to the dispute.
   
   
5. It is the responsibility of each affiliate to effectively communicate and resolve these disputes. If necessary, the issue in dispute should be escalated to the highest level required in order to achieve resolution within the allotted time frame. If all of this fails, refer the matter to the Directors of Technical Accounting at U S WEST, Inc. and at USWC, or their respective designees, for a ruling. Should such efforts prove ineffective, U S WEST, Inc. will, if asked, mediate the issue after a review of the related substantiating documentation. The matter may also be referred for mediation by an external party if both companies have agreed in writing to this type of mediation. (See Article 20 Dispute Resolution.)
   
   
6. The billing company may not render a bill for services more than ninety (90) days after those services have been provided unless both companies have agreed in advance to a longer billing period.

1. USWC shall indemnify and hold harmless USWLD, its owners, parents, subsidiaries, affiliates, agents, directors and employees against all Liabilities to the extent they arise from or in connection with: (1) the fault or negligence of USWC, its officers, employees, agents, subcontractors and/or representatives; and/or (2) the furnishing, performance or use of any Services under this Agreement or any product liability claims relating to any Services; and/or (3) failure by USWC, its officers, employees, agents, subcontractors and/or representatives to comply with the Article entitled "Compliance with Laws;" and/or (4) assertions under workers' compensation or similar employee benefit acts by USWC or its employees, agents, subcontractors, or subcontractors' employees or agents.
   
   
2. USWLD shall indemnify and hold harmless USWC, its owners, parents, subsidiaries, affiliates, agents, directors and employees against all Liabilities to the extent they arise from or in connection with: (1) the fault or negligence of USWLD its officers, employees, agents, subcontractors and/or representatives; and/or (2) the furnishing, performance or use of any Services under this Agreement or any product liability claims relating to any Services; and/or (3) failure by USWLD, its officers, employees, agents, subcontractors and/or representatives to comply with the Article entitled "Compliance with Laws," and/or (4) assertions under workers' compensation or similar employee benefit acts by USWLD or its employees, agents, subcontractors, or subcontractors' employees or agents.

1. The parties shall obtain and maintain at its own expense all permits and licenses and pay all fees required by law with respect to any Services and/or performance of this Agreement. The parties shall, in connection with performance of and Services under this Agreement, comply with all applicable federal, state, and local laws, ordinances, rules, regulations, court orders, and governmental or regulatory agency orders ("Laws"), including, without limitation:
   
   
   1. The Telecommunications Act of 1996 and all rules, regulations and orders issued in connection with that Act and this Agreement shall, to the greatest extent possible, be construed to be consistent with the same.
      
      
   2. Laws relating to non-discrimination in employment, fair employment practices, equal employment opportunity, employment opportunities for veterans, non-segregated facilities, and/or employment of the disabled, except to the extent a party is exempt therefrom; and the Laws and contract clauses required by those Laws to be made a part of this Agreement are incorporated herein by this reference.
      
      
   3. The Laws referred to in the Article entitled "Independent Contractor".
   
   
   
2. USWC acknowledges that Purchase(s) and/or Confidential Information ("Exports") may be subject to U.S. and applicable foreign export laws or regulations. USWC shall perform its obligations under this Agreement in a manner consistent with the requirements of all applicable U.S. and all applicable foreign laws and regulations, including the U.S. export laws and regulations, the Foreign Corrupt Practices Act, and anti-boycott laws, and U.S. export laws and regulations prohibiting the unauthorized export or re-export of certain items to residents of countries listed in U.S. Export Administration Regulations.
   
   
3. The requirements of this Article shall survive the expiration, termination or cancellation of this Agreement. All provisions of this Article shall also apply to all subcontractors, and similar terms shall be included in all USWC's contracts with subcontractors.

1. Each party shall appoint a Contract Manager who shall be responsible for the management of the relationship between the parties. Interpretations, amendments, negotiations, modifications, requests for audits and/or examinations relating to this Agreement shall be initiated and managed by the Contract Managers.
   
   
2. USWC shall appoint Contract Administrators for the Services offered in the specific Exhibits to this Agreement. The Contract Administrator shall be responsible to oversee that the services are provided as specified in the Exhibit, initiate billing and monitor payment and provide further information regarding the Service and/or billing if USWLD requests. The Contract Administrator shall resolve such inquiries within thirty (30) days.
   
   
3. If the Contract Administrator is unable to provide sufficient information to USWLD regarding the Services delivered and/or the amounts invoiced, the parties will notify their respective Contract Managers and Dispute Resolution procedures will be initiated.

1. Any claim, controversy or dispute which arises between the parties, their agents, employees, officers, directors or affiliates ("Dispute") which the parties are unable to settle through consultation and negotiation may be mediated under the Commercial Mediation Rules of the American Arbitration Association ("AAA") by a mutually acceptable mediator. Any Dispute which cannot be resolved through negotiation or mediation shall be resolved by binding arbitration as provided in this Article. The arbitrability of claims shall be determined under the Federal Arbitration Act, 9 USC Secs. 1-16. Notwithstanding the foregoing, the parties may cancel or terminate this Agreement in accordance with its terms and conditions without being required to follow the procedures set forth in this Article.
   
   
2. A single arbitrator engaged in the practice of law, who is knowledgeable about the subject matter of this Agreement and the matter in Dispute, shall conduct the arbitration under the rules of the AAA then in effect, except as otherwise provided herein. The arbitrator shall be selected in accordance with AAA procedures from a list of qualified people maintained by the AAA. The arbitration shall be conducted in Denver, Colorado, and all expedited procedures prescribed by the AAA rules shall apply. The laws of Colorado shall govern the construction and interpretation of this Agreement. The arbitrator's decision and award shall be final, conclusive and binding, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof.
   
   
3. Either party may request from the arbitrator injunctive relief to maintain the status quo until such time as the arbitration award is rendered or the Dispute is otherwise resolved. The arbitrator shall not have authority to award punitive damages. Each party shall bear its own costs and attorneys' fees, and the parties shall share equally the fees and expenses of the mediator and arbitrator.
   
   
4. If any party files a judicial or administrative action asserting claims subject to arbitration, as prescribed herein, and another party successfully stays such action and/or compels arbitration of said claims, the party filing said action shall pay the other party's costs and expenses incurred in seeking such stay and/or compelling arbitration, including reasonable attorneys' fees.
   
   
5. USWC agrees that in the event of any Dispute between the parties, it will continue to provide Services without interruption.