Common use of Co-Branding Clause in Contracts

Co-Branding. During the term of this Agreement, the parties agree to co-brand the Derived Telephony Product as follows: Subject to the terms and conditions of section 14(a): (i) Paradyne agrees to include the AGCS Marks on all MVP Endpoints sold pursuant to this Agreement, [***] to AGCS and in a manner to be agreed upon by the parties, and (ii) AGCS agrees to include Paradyne's Marks on all Switch Products sold pursuant to this Agreement, [***] to Paradyne and in a manner to be agreed upon by the parties. Provided, however, that on or before January 1 of each calendar year during the term of this Agreement, if at least [***] MVP Endpoints were not shipped to AGCS during the prior year, then the parties shall discuss in good faith the appropriateness of continued co-branding and the fees for such when annual shipments are expected to be below [***] MVP Endpoints and/or [***] Switch Products for AGCS and Paradyne respectively. Notwithstanding the foregoing, this Section 14(c) shall apply only to the respective products and shall not obligate either party to include the other party's Marks on any product packaging or other relevant product documentation (which either party may do at its discretion, subject to the other party's approval of such use and under the terms and conditions of Section 14(a)).