Common use of Exclusivity and Limits on Exclusivity Clause in Contracts

Exclusivity and Limits on Exclusivity. (a) Except as otherwise set forth in this Agreement, from and after the Closing Date and continuing until the Exclusivity Termination Date, SBC agrees that it and its Affiliates shall exclusively Market the Prodigy Service as the only Retail ISP Service within the United States Marketed by SBC and its Affiliates to Residential Customers, and for a period of one year after the Exclusivity Termination Date, SBC shall not Market on a stand-alone basis any other Retail ISP Service within the United States to Prodigy Subscribers; provided, however, that SBC and its Affiliates will be permitted to engage in mass market advertising during such one-year period; provided, further, that SBC and its Affiliates will only be subject to this one-year restriction in the event that the Exclusivity Termination Date results from SBC's delivery of a notice stating that it does not wish to continue this Agreement or SBC's material breach of this Agreement. Each Party understands and agrees that the Parties shall consult with each other with respect to new access technologies and new Retail ISP Services over time. (b) The exclusivity obligations set forth in Section 3.4(a) above shall not prohibit SBC or its Affiliates from (i) taking any action to preserve and retain Legacy Subscribers, (ii) Co-Branding with a competitive Retail ISP Service any products or services offered by SBC or its Affiliates, (iii) entering into arrangements, including agreements to provide DSL services, with competitive Retail ISP Service providers or other Third Parties pursuant to which the competitive Retail ISP Service providers or other Third Parties Market or Deliver their services in conjunction with products or services of SBC or its Affiliates, (iv) listing competitive Retail ISP Services and service providers on its web sites or in its products so long as they are not more prominent than or otherwise treated more favorably than the Prodigy Service and assisting customers who refuse the Prodigy Service to select and procure competitive Retail ISP Services, (v) providing any individual products and services (other than a Portal) constituting a Retail ISP Service to a competitor whose services and products are branded under the competitor's marks or on a retail basis in bundles so long as such bundle does not constitute a Retail ISP Service, (vi) conducting activities as a seller and supplier of advertising and e-commerce through any medium, including electronic yellow pages or a Portal, (vii) Marketing any device not manufactured by or exclusively for SBC or its Affiliates and which includes a competitive Retail ISP Service so long as such Marketing efforts are not predominantly concentrated on the use of a Retail ISP Service or product, or (viii) Marketing or Delivering a Retail ISP Service that includes components of the Prodigy Service purchased pursuant to the Resale Agreement.

Exclusivity and Limits on Exclusivity. (a) Except as otherwise set forth in this Agreement, from and after the Closing Date and continuing until the Exclusivity Termination Date, SBC agrees that it and its Affiliates shall exclusively Market the Prodigy Service as the only dial-up analog, ISDN and DSL Retail ISP Service within the United States Marketed by SBC and its Affiliates to Residential Customersconsumers and small businesses, and for a period of one year after the Exclusivity Termination Date, SBC shall not Market on a stand-stand- alone basis any other dial-up analog, ISDN or DSL Retail ISP Service within the United States to Prodigy Subscribers; provided, however, that SBC and its Affiliates will be permitted to engage in mass market advertising during such one-year period; provided, further, that SBC and its Affiliates will only be subject to this one-year restriction in the event that the Exclusivity Termination Date results from SBC's delivery of a notice stating that it does not wish to continue this Agreement or SBC's material breach of this Agreement. Each Party understands and agrees that the Parties shall consult with each other with respect to new access technologies and new Retail ISP Services over time. (b) The exclusivity obligations set forth in Section 3.4(a2.4(a) above shall not prohibit SBC or its Affiliates from (i) taking any action to preserve and retain Legacy SubscribersSubscribers prior to their transition to the Prodigy Service, (ii) Co-Branding with a competitive dial-up analog, ISDN or DSL Retail ISP Service any products or services offered by SBC or its Affiliates, other than a dial-up analog, ISDN or DSL Retail ISP Service of SBC or its Affiliates, (iii) entering into arrangements, including agreements to provide DSL services, with competitive Retail ISP Service providers or other Third Parties Services pursuant to which the competitive Retail ISP Service providers Markets or other Third Parties Market or Deliver Delivers their services service in conjunction with products or services of SBC or its Affiliates, (iv) listing competitive Retail ISP Services and service providers on its web sites or in its products so long as they are not more prominent than or otherwise treated more favorably than the Prodigy Service and assisting customers who refuse the Prodigy Service to select and procure competitive Retail ISP Services, (v) providing any individual products and services (other than a Portal) constituting a Retail ISP Service to a competitor whose services and products are branded under the competitor's marks or on a retail basis in bundles so long as such bundle does not constitute a dial-up analog, ISDN or DSL Retail ISP Service, (vi) conducting activities as a seller and supplier of advertising and e-commerce through any medium, including electronic yellow pages or a Portal, Portal or (vii) Marketing any device not manufactured by or exclusively for SBC or its Affiliates and which includes a competitive dial-up analog, ISDN or DSL Retail ISP Service so long as such Marketing efforts are not predominantly concentrated on the use of a dial-up analog, ISDN or DSL Retail ISP Service or product, or (viii) Marketing or Delivering a Retail ISP Service that includes components of the Prodigy Service purchased pursuant to the Resale Agreement.

Exclusivity and Limits on Exclusivity. (a) Except as otherwise set forth in this Agreement, from and after the Closing Date and continuing until the Exclusivity Termination Date, SBC agrees that it and its Affiliates shall exclusively purchase, Market and resell the Resold Prodigy Service as the only Retail ISP Service within the United States purchased, Marketed or resold by SBC and its Affiliates to Residential Customersconsumers and small businesses, and for a period of one year after the Exclusivity Termination Date, SBC shall not purchase, Market or resell on a stand-alone basis any other Retail ISP Service within the United States to Prodigy Subscribers; provided, however, that SBC and its Affiliates will be permitted to engage in mass market advertising during such one-year period; provided, further, that SBC and its Affiliates will only be subject to this one-year restriction in the event that the Exclusivity Termination Date results from SBC's delivery of a notice stating that it does not wish to continue this Agreement or SBC's material breach of this Agreement. Each Party understands and agrees that the Parties shall consult with each other with respect to new access technologies and new Retail ISP Services over time. (b) The exclusivity obligations set forth in Section 3.4(a3.3(a) above shall not prohibit SBC or its Affiliates from (i) taking any action to preserve and retain SBC Subscribers or Legacy Subscribers, (ii) Co-Branding with a competitive Retail ISP Service any products or services offered by SBC or its Affiliates, (iii) entering into arrangements, including agreements to provide DSL services, with competitive Retail ISP Service providers or other Third Parties pursuant to which the competitive Retail ISP Service providers or other Third Parties Market or Deliver their services in conjunction with products or services of SBC or its Affiliates, (iv) listing competitive Retail ISP Services and service providers on its web sites or in its products so long as they are not more prominent than or otherwise treated more favorably than the Prodigy Service and assisting customers who refuse the SBC Retail ISP Service that includes the Resold Prodigy Service to select and procure competitive Retail ISP Services, (v) providing any individual products and services (other than a Portal) constituting a Retail ISP Service to a competitor whose services and products are branded under the competitor's marks or on a retail basis in bundles so long as such bundle does not constitute a Retail ISP Service, (vi) conducting activities as a seller and supplier of advertising and e-e- commerce through any medium, including electronic yellow pages or a Portal, Portal or (vii) Marketing any device not manufactured by or exclusively for SBC or its Affiliates and which includes a competitive Retail ISP Service so long as such Marketing efforts are not predominantly concentrated on the use of a dial-up analog, ISDN or DSL Retail ISP Service or product, or (viii) Marketing or Delivering a Retail ISP Service that includes components of the Prodigy Service purchased pursuant to the Resale Agreement.

Exclusivity and Limits on Exclusivity. (a) Except as ------------------------------------- otherwise set forth in this Agreement, from and after the Closing Date and continuing until the Exclusivity Termination Date, SBC agrees that it and its Affiliates shall exclusively Market the Prodigy Service as the only dial-up analog, ISDN and DSL Retail ISP Service within the United States Marketed by SBC and its Affiliates to Residential Customersconsumers and small businesses, and for a period of one year after the Exclusivity Termination Date, SBC shall not Market on a stand-stand- alone basis any other dial-up analog, ISDN or DSL Retail ISP Service within the United States to Prodigy Subscribers; provided, however, that SBC and its Affiliates will be permitted to engage in -------- ------- mass market advertising during such one-year period; provided, further, that -------- ------- SBC and its Affiliates will only be subject to this one-year restriction in the event that the Exclusivity Termination Date results from SBC's delivery of a notice stating that it does not wish to continue this Agreement or SBC's material breach of this Agreement. Each Party understands and agrees that the Parties shall consult with each other with respect to new access technologies and new Retail ISP Services over time. (b) The exclusivity obligations set forth in Section 3.4(a2.4(a) above shall not prohibit SBC or its Affiliates from (i) taking any action to preserve and retain Legacy SubscribersSubscribers prior to their transition to the Prodigy Service, (ii) Co-Branding with a competitive dial-up analog, ISDN or DSL Retail ISP Service any products or services offered by SBC or its Affiliates, other than a dial-up analog, ISDN or DSL Retail ISP Service of SBC or its Affiliates, (iii) entering into arrangements, including agreements to provide DSL services, with competitive Retail ISP Service providers or other Third Parties Services pursuant to which the competitive Retail ISP Service providers Markets or other Third Parties Market or Deliver Delivers their services service in conjunction with products or services of SBC or its Affiliates, (iv) listing competitive Retail ISP Services and service providers on its web sites or in its products so long as they are not more prominent than or otherwise treated more favorably than the Prodigy Service and assisting customers who refuse the Prodigy Service to select and procure competitive Retail ISP Services, (v) providing any individual products and services (other than a Portal) constituting a Retail ISP Service to a competitor whose services and products are branded under the competitor's marks or on a retail basis in bundles so long as such bundle does not constitute a dial-up analog, ISDN or DSL Retail ISP Service, (vi) conducting activities as a seller and supplier of advertising and e-commerce through any medium, including electronic yellow pages or a Portal, Portal or (vii) Marketing any device not manufactured by or exclusively for SBC or its Affiliates and which includes a competitive dial-up analog, ISDN or DSL Retail ISP Service so long as such Marketing efforts are not predominantly concentrated on the use of a dial-up analog, ISDN or DSL Retail ISP Service or product, or (viii) Marketing or Delivering a Retail ISP Service that includes components of the Prodigy Service purchased pursuant to the Resale Agreement.

Exclusivity and Limits on Exclusivity. (a) Except as otherwise set forth in this Agreement, from and after the Closing Date and continuing until the Exclusivity Termination Date, SBC agrees that it and its Affiliates shall exclusively purchase, Market and resell the Resold Prodigy Service as the only Retail ISP Service within the United States purchased, Marketed or resold by SBC and its Affiliates to Residential Customersconsumers and small businesses, and for a period of one year after the Exclusivity Termination Date, SBC shall not purchase, Market or resell on a stand-alone basis any other Retail ISP Service within the United States to Prodigy Subscribers; provided, however, that SBC and its Affiliates will be permitted to engage in mass market advertising during such one-year period; provided, further, that SBC and its Affiliates will only be subject to this one-year restriction in the event that the Exclusivity Termination Date results from SBC's delivery of a notice stating that it does not wish to continue this Agreement or SBC's material breach of this Agreement. Each Party understands and agrees that the Parties shall consult with each other with respect to new access technologies and new Retail ISP Services over time. (b) The exclusivity obligations set forth in Section 3.4(a3.3(a) above shall not prohibit SBC or its Affiliates from (i) taking any action to preserve and retain SBC Subscribers or Legacy Subscribers, (ii) Co-Branding with a competitive Retail ISP Service any products or services offered by SBC or its Affiliates, (iii) entering into arrangements, including agreements to provide DSL services, with competitive Retail ISP Service providers or other Third Parties pursuant to which the competitive Retail ISP Service providers or other Third Parties Market or Deliver their services in conjunction with products or services of SBC or its Affiliates, (iv) listing competitive Retail ISP Services and service providers on its web sites or in its products so long as they are not more prominent than or otherwise treated more favorably than the Prodigy Service and assisting customers who refuse the SBC Retail ISP Service that includes the Resold Prodigy Service to select and procure competitive Retail ISP Services, (v) providing any individual products and services (other than a Portal) constituting a Retail ISP Service to a competitor whose services and products are branded under the competitor's marks or on a retail basis in bundles so long as such bundle does not constitute a Retail ISP Service, (vi) conducting activities as a seller and supplier of advertising and e-commerce through any medium, including electronic yellow pages or a Portal, Portal or (vii) Marketing any device not manufactured by or exclusively for SBC or its Affiliates and which includes a competitive Retail ISP Service so long as such Marketing efforts are not predominantly concentrated on the use of a dial-up analog, ISDN or DSL Retail ISP Service or product, or (viii) Marketing or Delivering a Retail ISP Service that includes components of the Prodigy Service purchased pursuant to the Resale Agreement.