CHANNEL CONFLICT Clause Samples

CHANNEL CONFLICT. Agent acknowledges and agrees that XO, directly or ------------------ through other Agents, may offer the Services to End Users and that Agent will be entitled to no compensation for sales made through such other channels. In the event XO receives conflicting Complete XO Sales Orders for Services from different Agents or XO employees, XO will, in its sole discretion, determine who will receive credit for such orders and all such decisions by XO are final. 4.

CHANNEL CONFLICT. Any dispute with respect to channel conflict between sales representatives of CSI marketing the Licensed Programs and sales representatives of Inspire marketing the Private Label Licensed Programs, will be referred for joint resolution by the President of each of CSI and Inspire. Such dispute will be resolved on an equitable basis and in good faith. Resolution of any such dispute shall be effected within five (5) business days of the date that the dispute was first referred to either of the parties for resolution. In addition, Inspire acknowledges and agrees that in recognition of (1) the amount of the consideration for this transaction, and (2) the substantial value of the goodwill attaching to CSI's customer base, Inspire will not market the Private Label Licensed Programs to the customers of CSI. CSI has furnished to Inspire a list of all current customers (the "Customer List"). CSI will update the Customer List and furnish the same to Inspire on or before the fifth (5th) day of each month. For the purposes of this Section 25 the customer list will identify only those persons or entities which are (1) customers of CSI pursuant to a written agreement between such customer and CSI or a 21 22 CSI authorized reseller, or (2) prospects which are currently the subject of an active CSI direct and specific sales and marketing effort.

CHANNEL CONFLICT. The Members have agreed to certain principles ---------------- involving the distribution of automotive windshields and tempered glass by the Company and the Members, as follows, which principles shall apply so long as PPG's Equity Percentage exceeds 50%: (i) As the Company is a controlled subsidiary of PPG, sales and pricing to customers by the Company will be coordinated and set by PPG (independently of Apogee), subject to the principles set forth in a Channel Conflict Document ("CCD") agreed by the parties of even date herewith. (ii) Except for sales of automotive windshields and tempered glass to the CCD customers listed in the CCD, and limited to the quantities identified in the CCD, either or both PPG and/or the Company may make sales to any customers in any quantities. (iii) In all situations in which PPG and the Company may make sales to the same customers, PPG has the right to coordinate sales and pricing to all such customers by the Company and by PPG. (iv) Except for sales of automotive windshields and tempered glass to the CCD customers listed in the CCD, and limited to the quantities identified in the CCD, Apogee may make sales to any customers in any quantities at prices independently set by Apogee. Apogee agrees that it shall prevent the disclosure to any employees of Apogee or its subsidiaries who have any involvement in sales under this Section (a) (iv), of any proprietary, commercial information of the Company or PPG regarding pricing to customers of the Company or PPG. If a Member believes, in good faith, that the market for distribution of such products has materially changed after the date hereof such that the procedures set forth in the CCD no longer are commercially viable, such Member shall be entitled to propose modifications to the CCD, which modifications shall only be effective upon a Member Special Vote. If the Members do not agree to such proposed modifications, such Member shall be entitled to trigger the dispute resolution procedures set forth in Section 19.15 hereof.

CHANNEL CONFLICT. The parties will manage channel conflict issues arising out of any distribution arrangements in good faith. Each company will name a contact person, responsible for channel conflict management and any other issues between the companies.

CHANNEL CONFLICT. The parties will cooperate to develop a strategy for eliminating sales channel conflict for the Bundled Offering Service.

CHANNEL CONFLICT. In the event the parties to this Agreement have a dispute regarding who solicited an End-User for the CANDLE Products, the parties agree to work out in good faith a reasonable solution to this conflict. In the event Agent has a dispute with another Candle distributor, agent or reseller regarding a solicitation of CANDLE Products to an End-User account, CANDLE shall in good faith arbitrate this dispute. CANDLE's decision in this dispute shall be final.