EXCLUSIVITY, INSOURCING AND RESOURCING Sample Clauses

EXCLUSIVITY, INSOURCING AND RESOURCING. (1) During the Initial Term, IBM shall be the exclusive provider of (a) the SI Services and (b) the Steady State Services (excluding outbound customer acquisition services) with respect to all goods and services EMW provides to residential and small commercial customers. (2) IBM and EMW agree that if a third party provider of goods or services to EMW requires that certain Steady State Services that would otherwise be exclusive to IBM under this Section be handled by or through a firm other than IBM, IBM and EMW shall discuss such provider's requirements. If, after EMW uses reasonable efforts to have such provider waive or remove such requirements, such provider refuses to do so on commercially reasonable grounds, IBM shall waive the exclusivity obligations set forth herein, but only to the extent necessary to accommodate the requirements of such provider. If such a waiver is granted, EMW and IBM agree that they shall enter into good faith negotiations to address financial shortfalls to IBM under this Agreement, if any, to the extent caused by such provider's requirements; provided, however, if IBM has received cumulative Steady State Fees from EMW in the minimum amounts calculated as set forth below (each, a "Revenue Minimum") by the dates determined as set forth below (each, a "Minimum Revenue Date"), then during the calendar quarter after the applicable Minimum Revenue Date IBM shall not be entitled to recover any financial shortfalls as a result of any agreements entered into with a third party provider as to which a waiver has previously been given by IBM. IBM Confidential May 12, 2000 Page 12 of 52 EMW Confidential Agreement ---------------------------------------------------------------------------------------------- REVENUE MINIMUM MINIMUM REVENUE DATE (millions) ---------------------------------------------------------------------------------------------- *** October 1, 2001 ---------------------------------------------------------------------------------------------- An amount equal to the total of the preceding The first day of each succeeding Revenue Minimum amounts plus *** calendar quarter ---------------------------------------------------------------------------------------------- (3) IBM's exclusivity under Section 3.04(1) shall terminate at such time as IBM shall have received $1.5 billion in cumulative revenue from EMW for the provision of the Services. At such time, and upon at least 60 days' notice to IBM, EMW may insource or obtain fro...
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