Common use of Customer Support and Maintenance Agreements Clause in Contracts

Customer Support and Maintenance Agreements. The Parties shall transition each of Reuters’ and its Affiliates’ customers of non-Embedded TSI Products to a support and maintenance agreement directly between TSI and such customer, no later than the expiration, termination or next renewal of such customer’s support and maintenance agreement with Reuters, but in no event later than October 1, 2004. If Reuters has the contractual option or other legal right to terminate its support and maintenance agreement for TSI Products with any customer, then upon TSI’s request, Reuters shall terminate such agreement and shall cooperate with TSI and use all reasonable efforts to enable TSI to promptly enter into a direct support and maintenance agreement with such customer, including without limitation holding joint meetings with each such customer. With respect to all other customers, the Parties shall discuss in good faith and mutually determine, on a customer-by-customer basis, promptly after the Transfer Date, whether to: (i) immediately assign Reuters’ support and maintenance agreement with such customer to TSI; (ii) immediately replace such support and maintenance agreement with a new support and maintenance agreement between TSI and such customer; or (iii) enter into a new support and maintenance agreement between TSI and such customer upon the expiration or next renewal of such customer’s support and maintenance agreement with Reuters, but in no event later than October 1, 2004. After mutually determining which of the foregoing options to pursue with respect to a particular customer, both Parties shall take all reasonably practicable steps and otherwise use all reasonable efforts to promptly accomplish such result, including without limitation holding joint meetings with each such customer to persuade such customer to agree to such result. After the Effective Date, for all sales of TSI Products by Reuters to the Project List pursuant to Section 6.2, and all sales of the TIBCO BusinessFactor product to Financial Services Companies pursuant to Section 2.6(c), Reuters shall cause each such customer to enter into a direct support and maintenance agreement with TSI in accordance with TSI’s standard support and maintenance terms.