Common use of Additional Access and Services Clause in Contracts

Additional Access and Services. (a) In connection with BNED’s conduct of the BNED Business, B&N shall provide to BNED, on a commercially reasonable and “as-is, where-is” basis (with all faults and without any representations or warranties or performance standards), non-transferable access to the information and services set forth on Schedule 9.03 relating to the B&N Format pursuant to the terms and conditions thereon. (b) For so long as the services contemplated by Section 9.03(a) are provided, BNED shall promptly correct any deviations from the B&N Format upon written notice by B&N of any such deviations; provided, however, in the event that B&N substantially changes the B&N Format as of the date of this Agreement, BNED may choose at its sole discretion to either adhere to the B&N Format existing as of the date of this Agreement or the B&N Format existing as of the date such changes take effect. For the avoidance of doubt, B&N’s reasonable update of the B&N Format shall not constitute a substantial change hereunder, including general maintenance and normal upkeep. In the event that BNED opens any new bookstores or renovates to any material extent any of its existing bookstores, all such new or renovated bookstores shall adhere to the then-current B&N Format. (c) B&N shall remit to BNED all showroom payments obtained from publishers with respect to purchases made by or on behalf of BNED or its subsidiaries for so long as any showroom agreement remains in effect that includes payments to B&N with respect to purchases made by or on behalf of BNED or its subsidiaries.