PENETRATION RATE FOR BUSINESS DESKTOP Sample Clauses

PENETRATION RATE FOR BUSINESS DESKTOP. So long as certain specified milestone deliverable dates are satisfied as set forth in the Collaborative Development Work Plans, Sun shall use all reasonable efforts to achieve penetration of enterprise desktops by the Third Party Communicator Client and AOL Distributed Communicator Client as set forth in the Marketing and Sales Plan as mutually-agreed in writing prior to the Closing Date, including without limitation bundling the Third Party Communicator with Sun's Solaris operating system, actively promoting the Third Party Communicator on Sun's website, and such other actions as Sun normally takes to promote and market its products, provided that Sun shall be relieved of such obligations to achieve such penetration if Sun embarks on a divergent development path with respect to the Third Party Communicator Client pursuant to Section 3.10. If the agreed level of penetration is not achieved, Sun will take reasonable steps (e.g., increased marketing, promotion and salesforce incentives) to increase the penetration rate to the required level within six months; provided that, if Sun believes that the failure to achieve the requisite level of penetration was due to factors beyond its reasonable control and/or that the penetration rate shortfall cannot reasonably be remedied through increased marketing and promotion unless additional remedial action is also taken during such six month period, Sun will so inform AOL and the parties shall discuss Sun's concerns and attempt to agree through good faith negotiation on an appropriate plan to increase the penetration rate within such six month period. Such plan may include actions by Sun and/or AOL, depending on the circumstances. The Executive Representatives shall facilitate such negotiation. If either AOL CONFIDENTIAL AND PROPRIETARY Final SUN CONFIDENTIAL AND PROPRIETARY CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS (*) DENOTE SUCH OMISSIONS. Executive Representative believes that negotiation will not succeed in a timely fashion, he or she may refer such dispute to the two chief executive officers to resolve. The Incentive Plan referred to in Section 13.1 will set forth the method by which Sun will provide incentives to its sales force to achieve the requisite penetration rate. The escalation procedures set forth in this Section 4.6 shall constitute AOL's sole and exclusive remedy for any failure to achieve the specified target penetration rate.
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