Common use of Phase II Clause in Contracts

Phase II. The parties acknowledge that this Agreement is not exclusive and Acquirer shall have the right to offer the DCC services of Acquirer, any of Acquirer’s Affiliates, or of any third party, subject to the provisions of Section 5.4 above. During the Term of this Agreement, Acquirer will probably choose to develop the functionality of its own processing platform, or use a third person’s processing platform to enable Acquirer to support certain functions in the clearing and settlement of DCC Transactions (“Phase II”). At such time as it is ready to begin implementing Phase II, Acquirer shall inform Planet Payment of its plans and the parties shall discuss how Phase II may be integrated into the Acquirer Program. Nothing herein shall prohibit Acquirer from implementing Phase II, and Planet Payment agrees that it will use its commercially reasonable efforts to provide assistance to Acquirer to implement Phase II, provided that Planet Payment shall not have any obligation whatsoever to assist Acquirer in any way in specifying, designing or implementing functions similar to any of Planet Payment’s functions provided hereunder relating to the conversion, calculation, reporting or reconciliation of cross-currency Transactions. Nothing herein shall oblige Planet Payment to disclose, transfer or license any of its IP to Acquirer for the purposes of Phase II. Planet Payment shall not charge Acquirer for such assistance, unless Acquirer requests modifications or enhancements to the Planet Payment Platform to facilitate Phase II, in which case Planet Payment shall only charge Acquirer for its actual and out of pocket costs incurred in connection with such modifications or enhancements. The parties shall use good faith efforts to modify the parties’ respective obligations under this Agreement relating to processing of Transactions (but without any change to their respective Revenue Shares) to reflect the reallocation of their respective functions following implementation of Phase II.

Phase II. The parties acknowledge that this Agreement is not exclusive and Acquirer GPPC shall have the right to offer provide consulting services regarding the marketing of the DCC services of AcquirerMember, GPPC, any of AcquirerGPPC’s Affiliates, or of any third party, subject to the provisions of Section 5.4 above. During the Term of this Agreement, Acquirer will probably GPPC may choose to develop the functionality of its own processing platform, or use a third person’s processing platform to enable Acquirer GPPC to support certain functions in the clearing and settlement of DCC Transactions (“Phase II”). At such time as it is ready to begin implementing Phase II, Acquirer GPPC shall inform Planet Payment of its plans and the parties shall discuss how Phase II may be integrated into the Acquirer Program. Nothing herein shall prohibit Acquirer GPPC from implementing Phase II, and Planet Payment agrees that it will use its commercially reasonable efforts to provide assistance to Acquirer GPPC to implement Phase II, provided that Planet Payment shall not have any obligation whatsoever to assist Acquirer GPPC in any way in specifying, designing or implementing functions similar to any of Planet Payment’s functions provided hereunder relating to the conversion, calculation, reporting or reconciliation of cross-currency Transactions. Nothing herein shall oblige Planet Payment to disclose, transfer or license any of its IP to Acquirer GPPC for the purposes of Phase II. Planet Payment shall not charge Acquirer GPPC for such assistance, unless Acquirer GPPC requests modifications or enhancements to the Planet Payment Platform to facilitate Phase II, in which case Planet Payment shall only charge Acquirer GPPC for its actual and out of pocket costs incurred in connection with such modifications or enhancements. The parties shall use good faith efforts to modify the parties’ respective obligations under this Agreement relating to processing of Transactions (but without any change to their respective Revenue Shares) to reflect the reallocation of their respective functions following implementation of Phase II.