EXCEPTIONS TO EXCLUSIVE TERRITORY. Notwithstanding anything to the contrary herein:
EXCEPTIONS TO EXCLUSIVE TERRITORY. RA or its Affiliates will be the contracting party for companies in the Exclusive Territory unless the Governance Team agrees otherwise. Accordingly and in that regard, the Parties acknowledge that the following factors may be considered by the Governance Team: (i) RA or its Affiliates does not have sales capacity in a part of the applicable Exclusive Territory in order to effectively cover the account; or (ii) the Customer desires not to purchase the PTC Products from RA or its Affiliates but to purchase from PTC instead. If the Governance Team agrees that PTC will be the contracting party with respect to a specific opportunity, such sales made by PTC under subsection (ii) above will be deemed made by RA and computed as if RA made the sale for purposes of calculating ARR under this Agreement. 4850-6269-6907.6 EXHIBIT C
EXCEPTIONS TO EXCLUSIVE TERRITORY. RA or its Affiliates will be the contracting party for companies in the Exclusive Territory unless the Governance Team agrees otherwise. Accordingly and in that regard, the Parties acknowledge that the following factors may be considered by the Governance Team: (i) RA or its Affiliates does not have sales capacity in a part of the applicable Exclusive Territory in order to effectively cover the account; or (ii) the Customer desires not to purchase the PTC Products from RA or its Affiliates but to purchase from PTC instead. If the Governance Team agrees that PTC will be the contracting party with respect to a specific opportunity, such sales made by PTC under subsection (ii) above will be deemed made by RA and computed as if RA made the sale for purposes of calculating New ACV under this Agreement. Exhibit B; Page 5 ACTIVE/96105181.2 [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED EXHIBIT C OEM TERMS EXHIBIT These Mutual OEM Terms and the attached Schedules are collectively referred to as the “OEM Agreement”.
