Common use of Marketing and Sales Clause in Contracts

Marketing and Sales. A. Prior to use with any member of the public, the Company shall provide to the Distributor copies of any promotional, sales and advertising material developed by the Company for the Distributor's review and written approval. Upon receipt of such material from the Company, the Distributor shall be given a reasonable amount of time to complete its review. The Distributor will respond on a prompt and timely basis in approving any such material. Failure to respond shall not relieve the Company of the obligation to obtain the prior written approval of the Distributor. In the event that the Distributor shall design any promotional, sales or advertising material relating to the Contracts, the Distributor shall provide to the Company copies of such material for the Company's review and written approval. Upon receipt of such material from the Distributor, the Company shall be given a reasonable amount of time to complete its review. The Company will respond on a prompt and timely basis in approving any such material. Failure to respond shall not relieve the Distributor of the obligation to obtain the prior written approval of the Company. The Underwriter shall be responsible for filing, as required, all promotional, sales or advertising material, whether developed by the Company, Underwriter or Distributor, with the NASD and any federal and state securities governmental or regulatory agencies. The Company shall be responsible for filing, as required, such material, whether developed by the Company, Underwriter or Distributor, with any state insurance governmental or regulatory agencies. Neither the Distributor nor Distributor Agency Affiliates shall have any responsibility for any of the filings referred to in this paragraph. If any such promotional, sales or advertising material names the Fund or the Fund's investment adviser, the Company shall furnish such material to the Fund or the Fund's distributor (if other than the Distributor) prior to its use. Such material shall not be used unless written approval has been obtained from the Fund or the Fund's distributor. Failure of the Fund or the Fund's distributor to respond shall not relieve the Company or Underwriter of the obligation to obtain the prior written approval of the Fund or the Fund's distributor. B. The Distributor acknowledges that the Company shall have the unconditional right to reject, in whole or in part, any application for a Contract. In the event an application is rejected, any Purchase Payment submitted will be returned by or on behalf of the Company to the applicant. The Company will notify the Distributor and the Broker-Dealer who submitted the Purchase Payment of such action. In the event that a purchaser exercises his/her free look right under his/her Contract, any amount to be refunded as provided in such Contract will be so refunded to the purchaser by or on behalf of the Company. The Company will notify the Distributor and the Broker-Dealer who solicited the sale of the Contract of such action. C. The Distributor will pay the following expenses related to its wholesaling activities contemplated by this Agreement: (i) the compensation, if any, of its Associated Persons; (ii) expenses associated with the initial licensing, if any, and training of its Associated Persons involved in the wholesaling activities; (iii) expenses for design and development of (1) marketing kits and prospectus covers in a design which are agreed upon by the Company and the Distributor, which meet regulatory requirements as determined by the Company, and which are provided to the Company in camera-ready format, and (2) of promotional and advertising materials; (iv) printing of promotional and advertising materials (not including marketing kits and prospectuses); (v) mailing of any promotional and advertisng material and marketing kits in connection with the distribution of the contracts (vi) fulfillment of marketing materials and forms to broker-dealers (vii) the printing, mailing (such mailing to be conducted by the Distributor), and all other activities associated with proxy solicitations; (viii) mailing of Fund prospectuses, supplements and periodic reports relating to the Fund to contract owners; (ix) any additions, inserts, or packaging enhancements to the Company's basic "Welcome Package"; (x) expenses associated with telecommunications with the Company at the sites of the Distributor or its Associated Persons, including site installations and purchases, leases or rentals of modems, terminals and other hardware, and lease line telephone charges; and (xi) any other expenses incurred by the Distributor or its Associated Persons for the purpose of carrying out the obligations of the Distributor hereunder. Except for such expenses and the expenses described in this Section 4.C and in Section 4.G of this Agreement, the Distributor shall not be responsible for any expenses relating to the Contracts or distribution of the Contracts or the processing of Contracts or applications, including without limitation any expenses incurred in connection with the return of Purchase Payments solicited by Broker-Dealers for applications rejected or not timely received by the Company, or relating to any of the matters or acts contemplated by this Agreement. D. The Company will pay all expenses in connection with: (i) the preparation and filing with appropriate governmental or regulatory agencies of the Registration Statements and each preliminary Prospectus and definitive Prospectus; (ii) the preparation and issuance of the Contracts, including the Company's basic "Welcome Package" (any additions, inserts, or packaging enhancements to the Company's basic "Welcome Package" shall be at the expense of the Distributor, as set forth in Section 4.C.(x), above). (iii) any authorization, registration, qualification or approval of the Contracts required under the securities, blue-sky laws or insurance laws of the States in the Territory; (iv) registration fees for the Contracts payable to the SEC, the NASD or any other governmental or regulatory agency; (v) printing of marketing kits materials, including prospectus (other than those born by the Fund pursuant to the Participation Agreement) used in connection with the distribution of the Contracts based on the schedule for each product as set forth in Schedule 6. (vi) the mailing of Contract Prospectuses and any supplements thereto, as required by federal securities laws, and periodic reports relating to the Accounts to Contract owners; (vii) the preparation and printing of administrative forms utilized in connection with the distribution of the Contracts, including but not limited to the form of application; (viii) the preparation of Contract Owner lists for the purposes of proxy solicitations; (ix) compensation as provided in Section 9 hereof; and (x) any other expenses related to the distribution of the Contracts except those set forth in Section 4.C of this Agreement and except as provided in Section 4.E of this Agreement. E. The Company alone shall be responsible for and bear the cost of administration of the Contracts following their issuance including all Contract Owner service and communication activities, but the Distributor shall be responsible for answering inquiries from Broker-Dealers or Representatives regarding the investment performance of the Contracts as permitted by applicable law. F. The Company, as agent for the Underwriter, will confirm to each applicant for and owner of a Contract in accordance with Rule lOb-10 under the 1934 Act its acceptance of Purchase Payments and such other transactions as are required by Rule l0b-10 or administrative interpretations thereunder and in accordance with Release 8389 under the 1934 Act. G. The Distriubtor agrees to reimburse the Company for development and implementation costs for each new product based upon the schedule set forth in Schedule 5.

Marketing and Sales. A. a. The Company shall be responsible for the design and cost of initial promotional, sales and advertising material relating to the Contracts, which include the marketing brochure, application, broker-dealer guide book, and asset allocator worksheet. Prior to use with any member of the public, the Company shall provide to the Distributor copies of any all promotional, sales and advertising material developed by the Company for the Distributor's review and written approval. Upon receipt of such material from the Company, the Distributor shall be given a reasonable amount of time to complete its review. The Distributor will respond on a prompt and timely basis in approving any such material. Failure to respond shall not relieve the Company of the obligation to obtain the prior written approval of the Distributor. In the event that the Distributor shall design any promotional, sales or advertising material relating to the Contracts, the Distributor shall provide to the Company copies of such material for the Company's review and written approval. Upon receipt of such material from the Distributor, the Company shall be given a reasonable amount of time to complete its review. The Company will respond on a prompt and timely basis in approving any such material. Failure to respond shall not relieve the Distributor of the obligation to obtain the prior written approval of the Company. The Underwriter shall be responsible for filing, as required, all promotional, sales or advertising material, whether developed by the Company, Underwriter or Distributor, with the NASD and any federal and state securities governmental or regulatory agencies. The Company shall be responsible for filing, as required, such material, whether developed by the Company, Underwriter or Distributor, with any state insurance governmental or regulatory agencies. Neither the Distributor nor Distributor Agency Affiliates shall have any responsibility for any of the filings referred to in this paragraph. If any such promotional, sales or advertising material names the Fund or the Fund's investment adviser, the Company shall furnish such material to the Fund or the Fund's distributor (if other than the Distributor) prior to its use. Such material shall not be used unless written approval has been obtained from the Fund or the Fund's distributor. Failure of the Fund or the Fund's distributor to respond shall not relieve the Company or Underwriter of the obligation to obtain the prior written approval of the Fund or the Fund's distributor. B. b. The Distributor acknowledges that the Company shall have the unconditional right to reject, in whole or in part, any application for a Contract. In the event an application is rejected, any Purchase Payment submitted will be returned by or on behalf of the Company to the applicant. The Company will notify the Distributor and the Broker-Dealer who submitted the Purchase Payment of such action. In the event that a purchaser exercises his/her free look right under his/her Contract, any amount to be refunded as provided in such Contract will be so refunded to the purchaser by or on behalf of the Company. The Company will notify the Distributor and the Broker-Dealer who solicited the sale of the Contract of such action. C. c. The Company and Distributor shall equally share the costs (other than those borne by the Fund pursuant to the Participation Agreement) for printing any preliminary and all definitive Prospectuses for the Contracts and Fund Prospectuses and any supplements thereto. d. The Distributor will pay the following expenses related to its wholesaling activities contemplated by this Agreement: (i) the compensation, if any, of its Associated Persons; (ii) expenses associated with the initial licensing, if any, and training of its Associated Persons involved in the wholesaling activities; (iii) expenses for design the printing and development of (1) marketing kits and prospectus covers in a design which are agreed upon by the Company and the Distributor, which meet regulatory requirements as determined by the Company, and which are provided to the Company in camera-ready format, and (2) of promotional and advertising materials; (iv) printing of promotional and advertising materials (not including marketing kits and prospectuses); (v) mailing of any promotional and advertisng promotional, sales or advertising material and marketing kits for use in connection with the distribution of the contractsContracts; (vi) fulfillment of marketing materials and forms to broker-dealers (viiiv) the printing, mailing (such mailing to be conducted by the Distributor)mailing, and all other activities associated with proxy solicitations; (viii) mailing of Fund prospectuses, supplements and periodic reports relating to the Fund to contract owners; (ix) any additions, inserts, or packaging enhancements to the Company's basic "Welcome Package"; (xv) expenses associated with telecommunications with the Company at the sites of the Distributor or its Associated Persons, including site installations and purchases, leases or rentals of modems, terminals and other hardware, and lease line telephone charges; and (xivi) any other expenses incurred by the Distributor or its Associated Persons for the purpose of carrying out the obligations of the Distributor hereunder. Except for such expenses and the expenses described in this Section 4.C and in Section 4.G 4.c of this Agreement, the Distributor shall not be responsible for any expenses relating to the Contracts or distribution of the Contracts or the processing of Contracts or applications, including without limitation any expenses incurred in connection with the return of Purchase Payments solicited by Broker-Dealers for applications rejected or not timely received by the Company, or relating to any of the matters or acts contemplated by this Agreement. D. e. The Company will pay all expenses in connection with: (i) the preparation and filing with appropriate governmental or regulatory agencies of the Registration Statements and each preliminary Prospectus and definitive Prospectus; (ii) the preparation and issuance of the Contracts, including the Company's basic "Welcome Package" (any additions, inserts, or packaging enhancements to the Company's basic "Welcome Package" shall be at the expense of the Distributor, as set forth in Section 4.C.(x), above).; (iii) any authorization, registration, qualification or approval of the Contracts required under the securities, blue-sky laws or insurance laws of the States in the Territory; (iv) registration fees for the Contracts payable to the SEC, the NASD or any other governmental or regulatory agency; (v) printing of marketing kits materials, including prospectus (other than those born by the Fund pursuant to the Participation Agreement) used in connection with the distribution of the Contracts based on the schedule for each product as set forth in Schedule 6. (vi) the mailing of Contract Prospectuses for the Contracts and Fund Prospectuses, any supplements thereto, as required by federal securities laws, and periodic reports relating to the Fund or the Accounts to Contract owners; (viivi) the preparation and printing of administrative forms utilized in connection with the distribution of the Contracts, including but not limited to the form of application; (viiivii) the preparation of Contract Owner lists for the purposes of proxy solicitations; (ixviii) compensation as provided in Section 9 hereof; and (xix) any other expenses related to the distribution of the Contracts except those set forth in Section 4.C 4.d of this Agreement and except as provided in Section 4.E 4.c of this Agreement. E. f. The Company alone shall be responsible for and bear the cost of administration of the Contracts following their issuance including all Contract Owner service and communication activities, but the Distributor shall be responsible for answering inquiries from Broker-Dealers or Representatives regarding the investment performance of the Contracts as permitted by applicable law. F. g. The Company, as agent for the Underwriter, will confirm to each applicant for and owner of a Contract in accordance with Rule lOb-10 10b-10 under the 1934 Act its acceptance of Purchase Payments and such other transactions as are required by Rule l0b-10 1Ob-10 or administrative interpretations thereunder and in accordance with Release 8389 under the 1934 Act. G. The Distriubtor h. At the end of 15 months from the date (a) on which the Company notifies the Underwriter that it has received approval of the Contracts from twenty (20) or more states (as provided in Section 2(d), or (b) on such date as the Contracts may be legally distributed under the federal securities laws, or (c) from March 1, 1995, whichever is later, the Underwriter agrees to reimburse the Company for development and implementation administrative costs for each new product of the Contracts based upon on the schedule set forth in Schedule 5.following schedule: Aggregate Sales Reimbursement --------------- ------------- $0 up to $60,000,000 $250,000 $60,000,001 to $70,000,000 $200,000 $70,000,001 to $80,000,000 $150,000 $80,000,001 to $90,000,000 $100,000 $90,000,001 to $100,000,000 $ 50,000 $100,000,001 and over $ 0

Marketing and Sales. A. Prior to use with any member of the public, the Company shall provide to the Distributor copies of any promotional, sales and advertising material developed by the Company for the Distributor's review and written approval. Upon receipt of such material from the Company, the Distributor shall be given a reasonable amount of time to complete its review. The Distributor will respond on a prompt and timely basis in approving any such material. Failure to respond shall not relieve the Company of the obligation to obtain the prior written approval of the Distributor. In the event that the Distributor shall design any promotional, sales or advertising material relating to the Contracts, the Distributor shall provide to the Company copies of such material for the Company's review and written approval. Upon receipt of such material from the Distributor, the Company shall be given a reasonable amount of time to complete its review. The Company will respond on a prompt and timely basis in approving any such material. Failure to respond shall not relieve the Distributor of the obligation to obtain the prior written approval of the Company. The Underwriter shall be responsible for filing, as required, all promotional, sales or advertising material, whether developed by the Company, Underwriter or Distributor, with the NASD and any federal and state securities governmental or regulatory agencies. The Company shall be responsible for filing, as required, such material, whether developed by the Company, Underwriter or Distributor, with any state insurance governmental or regulatory agencies. Neither the Distributor nor Distributor Agency Affiliates shall have any responsibility for any of the filings referred to in this paragraph. If any such promotional, sales or advertising material names the Fund or the Fund's investment adviser, the Company shall furnish such material to the Fund or the Fund's distributor (if other than the Distributor) prior to its use. Such material shall not be used unless written approval has been obtained from the Fund or the Fund's distributor. Failure of the Fund or the Fund's distributor to respond shall not relieve the Company or Underwriter of the obligation to obtain the prior written approval of the Fund or the Fund's distributor. B. The Distributor acknowledges that the Company shall have the unconditional right to reject, in whole or in part, any application for a Contract. In the event an application is rejected, any Purchase Payment submitted will be returned by or on behalf of the Company to the applicant. The Company will notify the Distributor and the Broker-Dealer who submitted the Purchase Payment of such action. In the event that a purchaser exercises his/her free look right under his/her Contract, any amount to be refunded as provided in such Contract will be so refunded to the purchaser by or on behalf of the Company. The Company will notify the Distributor and the Broker-Dealer who solicited the sale of the Contract of such action. C. The Distributor will pay the following expenses related to its wholesaling activities contemplated by this Agreement: (i) the compensation, if any, of its Associated Persons; (ii) expenses associated with the initial licensing, if any, and training of its Associated Persons involved in the wholesaling activities; (iii) expenses for design and development of (1) marketing kits and prospectus covers in a design which are agreed upon by the Company and the Distributor, which meet regulatory requirements as determined by the Company, and which are provided to the Company in camera-ready format, and (2) of promotional and advertising materials; (iv) printing of promotional and advertising materials (not including marketing kits and prospectuses); (v) mailing of any promotional and advertisng material and marketing kits in connection with the distribution of the contracts (vi) fulfillment of marketing materials and forms to broker-broker- dealers (vii) the printing, mailing (such mailing to be conducted by the Distributor), and all other activities associated with proxy solicitations; (viii) mailing of Fund prospectuses, supplements and periodic reports relating to the Fund to contract owners; (ix) any additions, inserts, or packaging enhancements to the Company's basic "Welcome Package"; (x) expenses associated with telecommunications with the Company at the sites of the Distributor or its Associated Persons, including site installations and purchases, leases or rentals of modems, terminals and other hardware, and lease line telephone charges; and (xi) any other expenses incurred by the Distributor or its Associated Persons for the purpose of carrying out the obligations of the Distributor hereunder. Except for such expenses and the expenses described in this Section 4.C and in Section 4.G of this Agreement, the Distributor shall not be responsible for any expenses relating to the Contracts or distribution of the Contracts or the processing of Contracts or applications, including without limitation any expenses incurred in connection with the return of Purchase Payments solicited by Broker-Dealers for applications rejected or not timely received by the Company, or relating to any of the matters or acts contemplated by this Agreement. . D. The Company will pay all expenses in connection with: (i) the preparation and filing with appropriate governmental or regulatory agencies of the Registration Statements and each preliminary Prospectus and definitive Prospectus; (ii) the preparation and issuance of the Contracts, including the Company's basic "Welcome Package" (any additions, inserts, or packaging enhancements to the Company's basic "Welcome Package" shall be at the expense of the Distributor, as set forth in Section 4.C.(x), above). (iii) any authorization, registration, qualification or approval of the Contracts required under the securities, blue-sky laws or insurance laws of the States in the Territory; (iv) registration fees for the Contracts payable to the SEC, the NASD or any other governmental or regulatory agency; (v) printing of marketing kits materials, including prospectus (other than those born by the Fund pursuant to the Participation Agreement) used in connection with the distribution of the Contracts based on the schedule for each product as set forth in Schedule 6. (vi) the mailing of Contract Prospectuses and any supplements thereto, as required by federal securities laws, and periodic reports relating to the Accounts to Contract owners; (vii) the preparation and printing of administrative forms utilized in connection with the distribution of the Contracts, including but not limited to the form of application; (viii) the preparation of Contract Owner lists for the purposes of proxy solicitations; ; (ix) compensation as provided in Section 9 hereof; and (x) any other expenses related to the distribution of the Contracts except those set forth in Section 4.C of this Agreement and except as provided in Section 4.E of this Agreement. E. The Company alone shall be responsible for and bear the cost of administration of the Contracts following their issuance including all Contract Owner service and communication activities, but the Distributor shall be responsible for answering inquiries from Broker-Dealers or Representatives regarding the investment performance of the Contracts as permitted by applicable law. F. The Company, as agent for the Underwriter, will confirm to each applicant for and owner of a Contract in accordance with Rule lOb-10 under the 1934 Act its acceptance of Purchase Payments and such other transactions as are required by Rule l0b-10 or administrative interpretations thereunder and in accordance with Release 8389 under the 1934 Act. G. The Distriubtor agrees to reimburse the Company for development and implementation costs for each new product based upon the schedule set forth in Schedule 5.

Marketing and Sales. A. Prior to use with any member of the public, the Company shall provide to the Distributor copies of any promotional, sales and advertising material developed by the Company for the Distributor's review and written approval. Upon receipt of such material from the Company, the Distributor shall be given a reasonable amount of time to complete its review. The Distributor will respond on a prompt and timely basis in approving any such material. Failure to respond shall not relieve the Company of the obligation to obtain the prior written approval of the Distributor. In the event that the Distributor shall design any promotional, sales or advertising material relating to the Contracts, the Distributor shall provide to the Company copies of such material for the Company's review and written approval. Upon receipt of such material from the Distributor, the Company shall be given a reasonable amount of time to complete its review. The Company will respond on a prompt and timely basis in approving any such material. Failure to respond shall not relieve the Distributor of the obligation to obtain the prior written approval of the Company. The Underwriter shall be responsible for filing, as required, all promotional, sales or advertising material, whether developed by the Company, Underwriter or Distributor, with the NASD and any federal and state securities governmental or regulatory agencies. The Company shall be responsible for filing, as required, such material, whether developed by the Company, Underwriter or Distributor, with any state insurance governmental or regulatory agencies. Neither the Distributor nor Distributor Agency Affiliates shall have any responsibility for any of the filings referred to in this paragraph. If any such promotional, sales or advertising material names the Fund or the Fund's investment adviser, the Company shall furnish such material to the Fund or the Fund's distributor (if other than the Distributor) prior to its use. Such material shall not be used unless written approval has been obtained from the Fund or the Fund's distributor. Failure of the Fund or the Fund's distributor to respond shall not relieve the Company or Underwriter of the obligation to obtain the prior written approval of the Fund or the Fund's distributor. B. The Distributor acknowledges that the Company shall have the unconditional right to reject, in whole or in part, any application for a Contract. In the event an application is rejected, any Purchase Payment submitted will be returned by or on behalf of the Company to the applicant. The Company will notify the Distributor and the Broker-Dealer who submitted the Purchase Payment of such action. In the event that a purchaser exercises his/her free look right under his/her Contract, any amount to be refunded as provided in such Contract will be so refunded to the purchaser by or on behalf of the Company. The Company will notify the Distributor and the Broker-Dealer who solicited the sale of the Contract of such action. C. The Distributor will pay the following expenses related to its wholesaling activities contemplated by this Agreement: (i) the compensation, if any, of its Associated Persons; (ii) expenses associated with the initial licensing, if any, and training of its Associated Persons involved in the wholesaling activities; (iii) expenses for design and development of (1) marketing kits and prospectus covers in a design which are agreed upon by the Company and the Distributor, which meet regulatory requirements as determined by the Company, and which are provided to the Company in camera-ready format, and (2) of promotional and advertising materials; (iv) printing of promotional and advertising materials (not including marketing kits and prospectuses); (v) mailing of any promotional and advertisng material and marketing kits in connection with the distribution of the contracts (vi) fulfillment of marketing materials and forms to broker-dealers (vii) the printing, mailing (such mailing to be conducted by the Distributor), and all other activities associated with proxy solicitations; (viii) mailing of Fund prospectuses, supplements and periodic reports relating to the Fund to contract owners; (ix) any additions, inserts, or packaging enhancements to the Company's basic "Welcome Package"; (x) expenses associated with telecommunications with the Company at the sites of the Distributor or its Associated Persons, including site installations and purchases, leases or rentals of modems, terminals and other hardware, and lease line telephone charges; and (xi) any other expenses incurred by the Distributor or its Associated Persons for the purpose of carrying out the obligations of the Distributor hereunder. Except for such expenses and the expenses described in this Section 4.C and in Section 4.G of this Agreement, the Distributor shall not be responsible for any expenses relating to the Contracts or distribution of the Contracts or the processing of Contracts or applications, including without limitation any expenses incurred in connection with the return of Purchase Payments solicited by Broker-Dealers for applications rejected or not timely received by the Company, or relating to any of the matters or acts contemplated by this Agreement. D. The Company will pay all expenses in connection with: (i) the preparation and filing with appropriate governmental or regulatory agencies of the Registration Statements and each preliminary Prospectus and definitive Prospectus; (ii) the preparation and issuance of the Contracts, including the Company's basic "Welcome Package" (any additions, inserts, or packaging enhancements to the CompanyCompay's basic "Welcome Package" shall be at the expense of the Distributor, as set forth in Section 4.C.(x), above). (iii) any authorization, registration, qualification or approval of the Contracts required under the securities, blue-sky laws or insurance laws of the States in the Territory; (iv) registration fees for the Contracts payable to the SEC, the NASD or any other governmental or regulatory agency; (v) printing of marketing kits materials, including prospectus (other than those born by the Fund pursuant to the Participation Agreement) used in connection with the distribution of the Contracts based on the schedule for each product as set forth in Schedule 6. (vi) the mailing of Contract Prospectuses and any supplements thereto, as required by federal securities laws, and periodic reports relating to the Accounts to Contract owners; (vii) the preparation and printing of administrative forms utilized in connection with the distribution of the Contracts, including but not limited to the form of application; (viii) the preparation of Contract Owner lists for the purposes of proxy solicitations; (ix) compensation as provided in Section 9 hereof; and (x) any other expenses related to the distribution of the Contracts except those set forth in Section 4.C of this Agreement and except as provided in Section 4.E of this Agreement. E. The Company alone shall be responsible for and bear the cost of administration of the Contracts following their issuance including all Contract Owner service and communication activities, but the Distributor shall be responsible for answering inquiries from Broker-Dealers or Representatives regarding the investment performance of the Contracts as permitted by applicable law. F. The Company, as agent for the Underwriter, will confirm to each applicant for and owner of a Contract in accordance with Rule lOb-10 under the 1934 Act its acceptance of Purchase Payments and such other transactions as are required by Rule l0b-10 or administrative interpretations thereunder and in accordance with Release 8389 under the 1934 Act. G. The Distriubtor agrees to reimburse the Company for development and implementation costs for each new product based upon the schedule set forth in Schedule 5.