Common use of Comshare Distributors Clause in Contracts

Comshare Distributors. In addition, during the Term of this Agreement, Arbor shall not, directly (or indirectly with respect to the Exclusivity Companies or the parent or direct or indirect subsidiary of Arbor), market its Software through Comshare Distributors. It is understood, however, that the restriction in this Section 6(c) shall not apply if a Comshare Distributor ceases to be a Comshare Distributor, without solicitation by Arbor. Comshare has provided, solely for purposes of this Section 6(c), a list of Comshare Distributors according to geographic territory as of the date hereof (the "List"), attached as Schedule 6(c), and may add to the List, subject to the following: (i) Comshare may not add names to the List for the territory of the United States. (ii) Comshare may not add a name to the List unless that entity has the right to grant full use sublicenses of the Software. (iii) If Comshare adds an entity with a territory outside the United States with which Arbor does not at that time have a distribution arrangement pursuant to a written contract, then Arbor may distribute its software through that Comshare Distributor, provided that Arbor pays to Comshare, for the three-year period from the beginning date of Arbor's arrangement with that Comshare Distributor and with respect to the territory for which it is a Comshare Distributor: * of the revenues received by Arbor from the activities of that Comshare Distributor, except that with respect to revenues from limited use licenses (that is, similar to limited use as defined in this Agreement or to those customarily referred to as OEM) the percentage shall be * provided, however, that Arbor shall not be required to make payments for limited use licenses unless Comshare has permitted that Comshare Distributor to sell limited use licenses for the Software, and further provided that in no event shall Arbor be required to make payments with respect to * * (iv) Notwithstanding the above subsection, however, Arbor may distribute its software through an entity that is added to the List without payment to Comshare if Arbor has established a distribution arrangement with that Comshare Distributor for that territory pursuant to a written contract prior to the date on which the entity is added to List.

Comshare Distributors. The Parties acknowledge that Comshare has added to and amended the List by replacing Schedule 6(c) (titled "Comshare Distributors") attached to the License Agreement with "Schedule 6(c) Amendment" attached hereto. Section 6(c) of the License Agreement is hereby deleted in its entirety and replaced with the following language: "During the Term of the License Agreement, neither Arbor, nor Arbor's parent, nor any of Arbor's direct or indirect subsidiaries, may directly market the Software through an entity (i) that is then a Comshare Distributor or (ii) that was formerly a Comshare Distributor and that was solicited by Arbor to terminate its distribution arrangement with Comshare. In addition, the event that during the Term of this the License Agreement, Arbor markets the Software through an entity that was, but is no longer, a Comshare Distributor, Arbor shall not, directly (or indirectly pay to Comshare * of all software license and maintenance fee royalties paid by such former Comshare Distributor to Arbor with respect to Software sublicenses sold by the Exclusivity Companies or distributor during the parent or direct or indirect subsidiary of Arbor), market its Software through Comshare Distributors. It is understood, however, that one (1) year period following the restriction in this Section 6(c) shall not apply if a Comshare Distributor ceases date on which such distributor ceased to be a Comshare Distributor. This obligation shall not survive with respect to any royalties paid to Arbor for periods after the earlier of (1) the expiration of the Term of the License Agreement or (2) the effective date of termination of the License Agreement, without solicitation if terminated by ArborArbor for reason of Comshare's breach pursuant to Section 8(a) of the License Agreement. Comshare has provided, solely Solely for purposes of this Section 6(c), Comshare has provided a list of Comshare Distributors according to for each geographic territory as of the date hereof (the "List"), attached hereto as Schedule 6(c)) Amendment, and may add to the List, subject to all of the followingfollowing conditions: (i) Comshare may not add names to the List for the territory of the United States. * Indicates that material has been omitted and confidential treatment has been requested therefore. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2. (ii) For territories outside of the United States, Comshare may not add a name to the List unless only if Comshare has a distribution arrangement with that entity pursuant to a written contract and that entity has the right to grant full use Application Specific Use and Full Use sublicenses of the Software. (iii) If Comshare adds an entity with a territory outside the United States with which Arbor does not at that time have a distribution arrangement pursuant to a written contract, then Arbor may distribute its software through that Comshare Distributor, provided that Arbor pays to Comshare, for the three-year period from the beginning date of Arbor's arrangement with that Comshare Distributor and with respect to the territory for which it is a Comshare Distributor: * of the revenues received by Arbor from the activities of that Comshare Distributor, except that with respect to revenues from limited use licenses (that is, similar to limited use as defined in this Agreement or to those customarily referred to as OEM) the percentage shall be * provided, however, that Arbor shall not be required to make payments for limited use licenses unless Comshare has permitted that Comshare Distributor to sell limited use licenses for the Software, and further provided that in no event shall Arbor be required to make payments with respect to * * (iv) Notwithstanding the above subsection, however, Arbor may distribute its software through an entity that is added to the List without payment to Comshare if Arbor has established a distribution arrangement with that Comshare Distributor for that territory pursuant to a written contract prior to the date on which Arbor receives written notice that the entity is was added to the List."

Comshare Distributors. The Parties acknowledge that Comshare has added to and amended the List by replacing Schedule 6(c) (titled "Comshare Distributors") attached to the License Agreement with "Schedule 6(c) Amendment" attached hereto. Section 6(c) of the License Agreement is hereby deleted in its entirety and replaced with the following language: "During the Term of the License Agreement, neither Arbor, nor Arbor's parent, nor any of Arbor's direct or indirect subsidiaries, may directly market the Software through an entity (i) that is then a Comshare Distributor or (ii) that was formerly a Comshare Distributor and that was solicited by Arbor to terminate its distribution arrangement with Comshare. In addition, the event that during the Term of this the License Agreement, Arbor markets the Software through an entity that was, but is no longer, a Comshare Distributor, Arbor shall not, directly (or indirectly pay to Comshare ************ of all software license and maintenance fee royalties paid by such former Comshare Distributor to Arbor with respect to Software sublicenses sold by the Exclusivity Companies or distributor during the parent or direct or indirect subsidiary of Arbor), market its Software through Comshare Distributors. It is understood, however, that one (1) year period following the restriction in this Section 6(c) shall not apply if a Comshare Distributor ceases date on which such distributor ceased to be a Comshare Distributor. This obligation shall not survive with respect to any royalties paid to Arbor for periods after the earlier of (1) the expiration of the Term of the License Agreement or (2) the effective date of termination of the License Agreement, without solicitation if terminated by ArborArbor for reason of Comshare's breach pursuant to Section 8(a) of the License Agreement. Comshare has provided, solely Solely for purposes of this Section 6(c), Comshare has provided a list of Comshare Distributors according to for each geographic territory as of the date hereof (the "List"), attached hereto as Schedule 6(c)) Amendment, and may add to the List, subject to all of the followingfollowing conditions: (i) Comshare may not add names to the List for the territory of the United States. (ii) For territories outside of the United States, Comshare may not add a name to the List unless only if Comshare has a distribution arrangement with that entity pursuant to a written contract and that entity has the right to grant full use Application Specific Use and Full Use sublicenses of the Software. (iii) If Comshare adds an entity with a territory outside the United States with which Arbor does not at that time have a distribution arrangement pursuant to a written contract, then Arbor may distribute its software through that Comshare Distributor, provided that Arbor pays to Comshare, for the three-year period from the beginning date of Arbor's arrangement with that Comshare Distributor and with respect to the territory for which it is a Comshare Distributor: * of the revenues received by Arbor from the activities of that Comshare Distributor, except that with respect to revenues from limited use licenses (that is, similar to limited use as defined in this Agreement or to those customarily referred to as OEM) the percentage shall be * provided, however, that Arbor shall not be required to make payments for limited use licenses unless Comshare has permitted that Comshare Distributor to sell limited use licenses for the Software, and further provided that in no event shall Arbor be required to make payments with respect to * * (iv) Notwithstanding the above subsection, however, Arbor may distribute its software through an entity that is added to the List without payment to Comshare if Arbor has established a distribution arrangement with that Comshare Distributor for that territory pursuant to a written contract prior to the date on which Arbor receives written notice that the entity is was added to the List."