Common use of DESIGNATION AND DELETION OF ADDITIONAL PRODUCTS AND SERVICES Clause in Contracts

DESIGNATION AND DELETION OF ADDITIONAL PRODUCTS AND SERVICES. 1. Set forth on Exhibit D hereto under the headings "Additional Products" and "Additional Services," respectively, are descriptions of products and services which, upon thirty (30) days written notice to Licensor, Licensee may promote or sell utilizing the Marks which are applicable to the Additional Product or Additional Service in question, as may be designated in Licensor's Graphic Standards Manual. Licensor may review, from time to time, Exhibit D to this License Agreement in light of current demographic, technological, regulatory and other circumstances (including, without limitation, Strategic Market Changes) for the purpose of adding or deleting products and services from the descriptions of Additional Products and Additional Services, modifying the definitions assigned to one or more Additional Products or Additional Services or modifying the Term of this License Agreement or any Licensed Territory with regard thereto. In undertaking such review, the Licensor shall consider Exhibit D in light of the National Brand Goal. Licensor shall not be obligated to consider the needs of any particular licensee or group of licensees in connection with its review of Exhibit D, nor shall it have an obligation, other than as specifically provided for herein, to inform Licensee of the progress of such review. Any such amendment of Exhibit D shall be made pursuant to Sections III.H.2 through III.H.5 below or pursuant to Section VI.D. hereof. 2. Based upon the review contemplated by Section III.H.1. above, or otherwise as deemed appropriate by Licensor in its sole discretion, Licensor may at any time, or from time to time, during the Term, upon not less than thirty (30) days written notice to Licensee designate one or more new or additional services or products as Additional Services or Additional Products. 3. Based upon the review contemplated by Section III.H.1. above, or as otherwise deemed appropriate by Licensor, at any time from and after January 1, 1999, Licensor may modify or amend Exhibit D hereto, or any description set forth therein, and may delete products or services constituting Additional Products or Additional Services, reduce or extend the Term with respect to one or more Additional Products or Additional Services or modify the Licensed Territory with regard thereto (i) immediately upon written notice to Licensee with respect to any Additional Product or Additional Service not then being offered to the public throughout the Licensed Territory on a good faith, nondiscrinatory commercial basis by Licensee under the specified Marks at the time of such written notice, (ii) upon not less than six (6) months written notice with respect to any Additional Product or Additional Service which is being offered to the public throughout the Licensed Territory on a good faith, nondiscriminatory commercial basis by Licensee under the specified Marks at the time of such written notice, provided that in the event of modification or amendment pursuant to either (i) or (ii) preceding, Licensor shall have determined that a Strategic Market Change has occurred and that such modification or amendment is required to reasonably permit appropriate response thereto. A written explanation of the reason for such modification or amendment shall accompany the written notice referred to in (i) or (ii) preceding. During such time as Licensee can demonstrate to the satisfaction of Licensor that Licensee is offering and actively promoting the Primary Services, long distance service and local calling service (as further described on Exhibit D) under the specified Marks to the public (including business, residential and mobile consumers) throughout the Licensed Territory on a good faith, nondiscriminatory commercial basis, Licensor may agree to refrain from licensing others to use the Marks for other Additional Products and Additional Services in the Licensed Territory. Any such agreement shall be subject to those conditions and limitations as Licensor may establish. 4. For the purposes of this Section III.H., a "Strategic Market Change" shall mean any change in economic, demographic, technological, regulatory or competitive conditions which Licensor reasonably believes requires a material modification in the manner in which the Primary Services, the Core Products, the Additional Products or the Additional Services, or any of them, are marketed or delivered, in order to continue the successful promotion of the Marks to achieve or maintain the National Brand Goal. While it is anticipated that a Strategic Market Change will be national in scope, and that Licensor's response thereto will be similarly uniform, Licensor shall be entitled, subject to Section III.B.4., to respond under this Section III.H. to Strategic Market Changes affecting a more limited class or classes of markets.

DESIGNATION AND DELETION OF ADDITIONAL PRODUCTS AND SERVICES. 1. Set forth on Exhibit D hereto under the headings "Additional Products" and "Additional Services," respectively, are descriptions of products and services which, upon thirty (30) days written notice to Licensor, Licensee may promote or sell utilizing the Marks which are applicable to the Additional Product or Additional Service in question, as may be designated in Licensor's Graphic Standards Manual, subject, in each case, to the provisions of Section III.F. above with respect to National, which shall be controlling in the event of any conflict. Licensor may review, from time to time, Exhibit D to this License Agreement in light of current demographic, technological, regulatory and other circumstances (including, without limitation, Strategic Market Changes) for the purpose of adding or deleting products and services from the descriptions of Additional Products and Additional Services, modifying the definitions assigned to one or more Additional Products or Additional Services or modifying the Term of this License Agreement or any Licensed Territory with regard thereto. In undertaking such review, the Licensor shall consider Exhibit D in light of the National Brand Goal. Licensor shall not be obligated to consider the needs of any particular licensee or group of licensees in connection with its review of Exhibit D, nor shall it have an obligation, other than as specifically provided for herein, to inform Licensee of the progress of such review. Any such amendment of Exhibit D shall be made pursuant to Sections III.H.2 III.H.2. through III.H.5 III.H.5. below or pursuant to Section VI.D. hereof. 2. Based upon the review contemplated by Section III.H.1. above, or otherwise as deemed appropriate by Licensor in its sole discretion, Licensor may at any time, or from time to time, during the Term, upon not less than thirty (30) days written notice to Licensee designate one or more new or additional services or products as Additional Services or Additional Products. 3. Based upon the review contemplated by Section III.H.1. above, or as otherwise deemed appropriate by Licensor, at any time from and after January 1, 1999, Licensor may modify or amend Exhibit D hereto, or any description set forth therein, and may delete products or services constituting Additional Products or Additional Services, reduce or extend the Term with respect to one or more Additional Products or Additional Services or modify the Licensed Territory with regard thereto (i) immediately upon written notice to Licensee with respect to any Additional Product or Additional Service not then being offered to the public throughout the Licensed Territory on a good faith, nondiscrinatory nondiscriminatory commercial basis by Licensee under the specified Marks at the time of such written notice, (ii) upon not less than six (6) months written notice with respect to any Additional Product or Additional Service which is being offered to the public throughout the Licensed Territory on a good faith, nondiscriminatory commercial basis by Licensee under the specified Marks at the time of such written notice, (iii) immediately upon written notice to Licensee to implement, give effect to, or interpret the provisions of, Section III.F above, with respect to any National Program; provided that in the event of modification or amendment pursuant to either (i) or (ii) preceding, Licensor shall have determined that a Strategic Market Change has occurred and that CELLULAR ONE GROUP LICENSE AGREEMENT 15 12/2/99 such modification or amendment is required to reasonably permit appropriate response thereto. A written explanation of the reason for such modification or amendment shall accompany the any written notice referred to in (i), (ii) or (iiiii) preceding. During such time as Licensee can demonstrate to the satisfaction of Licensor that Licensee is offering and actively promoting the Primary Services, long distance service and local calling service (as further described on Exhibit D) under the specified Marks to the public (including business, residential and mobile consumers) throughout the Licensed Territory on a good faith, nondiscriminatory commercial basis, Licensor may agree to refrain from licensing others to use the Marks for other Additional Products and Additional Services in the Licensed Territory. Any such agreement shall be subject to those conditions and limitations as Licensor may establish. 4. For the purposes of this Section III.H., a "Strategic Market Change" shall mean any change in economic, demographic, technological, regulatory or competitive conditions which Licensor reasonably believes requires a material modification in the manner in which the Primary Services, the Core Products, the Additional Products or the Additional Services, or any of them, are marketed or delivered, in order to continue the successful promotion of the Marks to achieve attain or maintain the National Brand Goal. While it is anticipated that a Strategic Market Change will be national in scope, and that Licensor's response thereto will be similarly uniform, Licensor shall be entitled, subject to Section III.B.4., to respond under this Section III.H. to Strategic Market Changes affecting a more limited class or classes of markets.

DESIGNATION AND DELETION OF ADDITIONAL PRODUCTS AND SERVICES. 1. Set forth on Exhibit D hereto under the headings "Additional Products" and "Additional Services," respectively, are descriptions of products and services which, upon thirty (30) days written notice to Licensor, Licensee may promote or sell utilizing the Marks which are applicable to the Additional Product or Additional Service in question, as may be designated in Licensor's Graphic Standards Manual. Licensor may review, from time to time, Exhibit D to this License Agreement in light of current demographic, technological, regulatory and other circumstances (including, without limitation, Strategic Market Changes) for the purpose of adding or deleting products and services from the descriptions of Additional Products and Additional Services, modifying the definitions assigned to one or more Additional Products or Additional Services or modifying the Term of this License Agreement or any Licensed Territory with regard thereto. In undertaking such review, the Licensor shall consider Exhibit D in light of the National Brand Goal. Licensor shall not be obligated to consider the needs of any particular licensee or group of licensees in connection with its review of Exhibit D, nor shall it have an obligation, other than as specifically provided for herein, to inform Licensee of the progress of such review. Any such amendment of Exhibit D shall be made pursuant to Sections III.H.2 through III.H.5 below or pursuant to Section VI.D. hereof. 2. Based upon the review contemplated by Section III.H.1. above, or otherwise as deemed appropriate by Licensor in its sole discretion, Licensor may at any time, or from time to time, during the Term, upon not less than thirty (30) days written notice to Licensee designate one or more new or additional services or products as Additional Services or Additional Products. 3. Based upon the review contemplated by Section III.H.1. above, or as otherwise deemed appropriate by Licensor, at any time from and after January 1, 1999, Licensor may modify or amend Exhibit D hereto, or any description set forth therein, and may delete products or services constituting Additional Products or Additional Services, reduce or extend the Term with respect resect to one or more Additional Products or Additional Services or modify the Licensed Territory with regard thereto (i) immediately upon written notice to Licensee with respect to any Additional Product or Additional Service not then being offered to the public throughout the Licensed Territory on a good faith, nondiscrinatory commercial basis by Licensee under the specified Marks at the time of such written notice, (ii) upon not less than six (6) months written notice with respect to any Additional Product or Additional Service which is being offered to the public throughout the Licensed Territory on a good faith, nondiscriminatory commercial basis by Licensee under the specified Marks at the time of such written notice, provided that in the event of modification or amendment pursuant to either (i) or (ii) preceding, Licensor shall have determined that a Strategic Market Change has occurred and that such modification or amendment is required to reasonably permit appropriate response thereto. A written explanation of the reason for such modification or amendment shall accompany the written notice referred to in (i) or (ii) preceding. During such time as Licensee can demonstrate to the satisfaction of Licensor that Licensee is offering and actively promoting the Primary Services, long distance service and local calling service (as further described on Exhibit D) under the specified Marks to the public (including business, residential and mobile consumers) throughout the Licensed Territory on a good faith, nondiscriminatory commercial basis, Licensor may agree to refrain from licensing others to use the Marks for other Additional Products and Additional Services in the Licensed Territory. Any such agreement shall be subject to those conditions and limitations as Licensor may establish. 4. For the purposes of this Section III.H., a "Strategic Market Change" shall mean any change in economic, demographic, technological, regulatory or competitive conditions which Licensor reasonably believes requires a material modification in the manner in which the Primary Services, the Core Products, the Additional Products or the Additional Services, or any of them, are marketed or delivered, in order to continue the successful promotion of the Marks to achieve or maintain the National Brand Goal. While it is anticipated that a Strategic Market Change will be national in scope, and that Licensor's response thereto will be similarly uniform, Licensor shall be entitled, subject to Section III.B.4., to respond under this Section III.H. to Strategic Market Changes affecting a more limited class or classes of markets.

DESIGNATION AND DELETION OF ADDITIONAL PRODUCTS AND SERVICES. 1. Set forth on Exhibit D hereto under the headings "Additional Products" and "Additional Services," respectively, are descriptions of products and services which, upon thirty (30) days written notice to Licensor, Licensee may promote or sell utilizing the Marks which are applicable to ;o the Additional Product or Additional Service in question, as may be designated in Licensor's Graphic Standards Manual. Licensor may review, from time to time, Exhibit D to this License Agreement in light of current demographic, technological, regulatory and other circumstances (including, without limitation, Strategic Market Changes) for the purpose of adding or deleting products and services from the descriptions of Additional Products and Additional Services, modifying the definitions assigned to one or more Additional Products Products. or Additional Services or modifying the Term of this License Agreement or any Licensed Territory with regard thereto. In undertaking such review, the Licensor shall consider Exhibit D in light of the National Brand Goal. Licensor shall not be obligated to consider the needs of any particular licensee or group of licensees in connection with its review of Exhibit D, nor shall it have an obligation, other than as specifically provided for herein, to inform Licensee of the progress of such review. Any such amendment of Exhibit D shall be made pursuant to Sections III.H.2 through III.H.5 below or pursuant to Section VI.D. hereof. 2. Based upon the review contemplated by Section III.H.1. above, or otherwise as deemed appropriate by Licensor in its sole discretion, Licensor may at any time, or from time to time, during the Term, upon not less than thirty (30) days written notice to Licensee designate one or more new or additional services or products as Additional Services or Additional Products. 3. Based upon the review contemplated by Section III.H.1. above, or as otherwise deemed appropriate by Licensor, at any time from and after January 1, 1999, Licensor may modify or amend Exhibit D hereto, or any description set forth therein, and may delete products or services constituting Additional Products or Additional Services, reduce or extend the Term with respect resect to one or more Additional Products or Additional Services or modify the Licensed Territory with regard thereto (i) immediately upon written notice to Licensee with respect to any Additional Product or Additional Service not then being offered to the public throughout the Licensed Territory on a good faith, nondiscrinatory commercial basis by Licensee under the specified Marks at the time of such written notice, (ii) upon not less than six (6) months written notice with respect to any Additional Product or Additional Service which is being offered to the public throughout the Licensed Territory on a good faith, nondiscriminatory commercial basis by Licensee under the specified Marks at the time of such written notice, provided that in the event of modification or amendment pursuant to either (i) or (ii) preceding, Licensor shall have determined that a Strategic Market Change has occurred and that such modification or amendment is required to reasonably permit appropriate response thereto. A written explanation of the reason for such modification or amendment shall accompany the written notice referred to in (i) or (ii) preceding. During such time as Licensee can demonstrate to the satisfaction of Licensor that Licensee is offering and actively promoting the Primary Services, long distance service and local calling service (as further described on Exhibit D) under the specified Marks to the public (including business, residential and mobile consumers) throughout the Licensed Territory on a good faith, nondiscriminatory commercial basis, Licensor may agree to refrain from licensing others to use the Marks for other Additional Products and Additional Services in the Licensed Territory. Any such agreement shall be subject to those conditions and limitations as Licensor may establish. 4. For the purposes of this Section III.H., a "Strategic Market Change" shall mean any change in economic, demographic, technological, regulatory or competitive conditions which Licensor reasonably believes requires a material modification in the manner in which the Primary Services, the Core Products, the Additional Products or the Additional Services, or any of them, are marketed or delivered, in order to continue the successful promotion of the Marks to achieve or maintain the National Brand Goal. While it is anticipated that a Strategic Market Change will be national in scope, and that Licensor's response thereto will be similarly uniform, Licensor shall be entitled, subject to Section III.B.4., to respond under this Section III.H. to Strategic Market Changes affecting a more limited class or classes of markets.

DESIGNATION AND DELETION OF ADDITIONAL PRODUCTS AND SERVICES. 1. Set forth on Exhibit D hereto under the headings "Additional Products" and "Additional Services," respectively, are descriptions of products and services which, upon thirty (30) days written notice to Licensor, Licensee may promote or sell utilizing the Marks which are applicable to the Additional Product or Additional Service in question, as may be designated in Licensor's Graphic Standards Manual. Licensor may review, from time to time, Exhibit D to this License Agreement in light of current demographic, technological, regulatory and other circumstances (including, without limitation, Strategic Market Changes) for the purpose of adding or deleting products and services from the descriptions of Additional Products and Additional Services, modifying the definitions assigned to one or more Additional Products or Additional Services or modifying the Term of this License Agreement or any Licensed Territory with regard thereto. In undertaking such review, the Licensor shall consider Exhibit D in light of the National Brand Goal. Licensor shall not be obligated to consider the needs of any particular licensee or group of licensees in connection with its review of Exhibit D, nor shall it have an obligation, other than as specifically provided for herein, to inform Licensee of the progress of such review. Any such amendment of Exhibit D shall be made pursuant to Sections III.H.2 through III.H.5 below or pursuant to Section VI.D. hereof. 2. Based upon the review contemplated by Section III.H.1III.H. 1. above, or otherwise as deemed appropriate by Licensor in its sole discretion, Licensor may at any time, or from time to time, during the Term, upon not less than thirty (30) days written notice to Licensee designate one or more new or additional services or products as Additional Services or Additional Products. 3. Based upon the review contemplated by Section III.H.1m.H. 1. above, or as otherwise deemed appropriate by Licensor, at any time from and after January 1, 1999, Licensor may modify or amend Exhibit D hereto, or any description set forth therein, and may delete products or services constituting Additional Products or Additional Services, reduce or extend the Term with respect to one or more Additional Products or Additional Services or modify the Licensed Territory with regard thereto (i) immediately upon written notice to Licensee with respect to any Additional Product or Additional Service not then being offered to the public throughout the Licensed Territory on a good faith, nondiscrinatory nondiscriminatory commercial basis by Licensee under the specified Marks at the time of such written notice, (ii) upon not less than six (6) months written notice with respect to any Additional Product or Additional Service which is being offered to the public throughout the Licensed Territory on a good faith, nondiscriminatory commercial basis by Licensee under the specified Marks at the time of such written notice, provided that in the event of modification or amendment pursuant to either (i) or (ii) preceding, Licensor shall have determined that a Strategic Market Change has occurred and that such modification or amendment is required to reasonably permit appropriate response thereto. A written explanation of the reason for such modification or amendment shall accompany the written notice referred to in (i) or (ii) preceding. During such time as Licensee can demonstrate to the satisfaction of Licensor that Licensee is offering and actively promoting the Primary Services, long distance service and local calling service (as further described on Exhibit D) under the specified Marks to the public (including business, residential and mobile consumers) throughout the Licensed Territory on a good faith, nondiscriminatory commercial basis, Licensor may agree to refrain from licensing others to use the Marks for other Additional Products and Additional Services in the Licensed Territory. Any such agreement shall be subject to those conditions and limitations as Licensor may establish. 4. For the purposes of this Section III.H.m.H., a "Strategic Market Change" shall mean any change in economic, demographic, technological, regulatory or competitive conditions which Licensor reasonably believes requires a material modification in the manner in which the Primary Services, the Core Products, the Additional Products or the Additional Services, or any of them, are marketed or delivered, in order to continue the successful promotion of the Marks to achieve or maintain the National Brand Goal. While it is anticipated that a Strategic Market Change will be national in scope, and that Licensor's response thereto will be similarly uniform, Licensor shall be entitled, subject to Section III.B.4., to respond under this Section III.H. to Strategic Market Changes affecting a more limited class or classes of markets.