Common use of Production Work Clause in Contracts

Production Work. In the event that MP requests ICQ's production assistance for activities outside the scope of ICQ's obligations under this Agreement in connection with (i) ongoing programming and maintenance related to the MP Areas, (ii) a redesign of or addition to the MP Areas (e.g., a change to an existing screen format or construction of a new custom form), (iii) production to modify work performed by a third party provider or (iv) any other type of production work, MP will work with ICQ to develop a detailed production plan for the requested production assistance (the "Production Plan"). Following receipt of the final Production Plan, ICQ will notify MP of (i) ICQ's availability to perform the requested production work, (ii) the proposed fee or fee structure for the requested production and maintenance work and (iii) the estimated development schedule for such work. ICQ will make commercially reasonable efforts to respond to MP promptly and to undertake in good faith the production assistance requested by MP. To the extent the Parties reach agreement regarding implementation of the agreed-upon Production Plan after good faith negotiations, such agreement will be reflected in a separate work order signed by the Parties. To the extent MP elects to retain a third party provider to perform any such production work, work produced by such third party provider must generally conform to ICQ's standards & practices (and any standard ICQ "styleguide"). The specific production resources which ICQ allocates to any production work to be performed on behalf of MP will be as determined by the Parties in the work order. With respect to any routine production, maintenance or related services which are necessary for ICQ to perform in order to support the proper functioning and integration of the MP Areas ("Routine Services"), MP will pay the then-standard fees charged by ICQ for such Routine Services provided that ICQ notifies MP in advance of incurring these charges (providing MP an explanation of the basis for them) and obtains MP's prior approval for them.

Production Work. In the event that MP SmartAge requests ICQAOL's production --------------- assistance for activities outside the scope of ICQ's obligations under this Agreement in connection with the following (except for a reasonable amount of assistance with integration of the SmartAge Functionality as set forth in Exhibit D, integration into Netscape's "Universal Registration" or AOL's "SNAP" system as set forth in Exhibit G, and integration of AOL's Quick Checkout tool as set forth in Section 2.1 of the main body of this Agreement): (i) ongoing programming and maintenance related to the MP AreasCo-Branded Sites, (ii) a redesign of or addition to the MP Areas Co-Branded Sites (e.g., a change to an existing screen format or construction of a new custom form), (iii) production to modify work performed by a third party provider or (iv) any other type of production work, MP SmartAge will work with ICQ AOL to develop a detailed production plan for the requested production assistance (the "Production Plan"). Following receipt of the final Production Plan, ICQ AOL will notify MP SmartAge of (i) ICQAOL's availability to perform the requested production work, (ii) the proposed fee or fee structure for the requested production and maintenance work and (iii) the estimated development schedule for such work. ICQ will make commercially reasonable efforts to respond to MP promptly and to undertake in good faith the production assistance requested by MP. To the extent the Parties reach agreement regarding implementation of the agreed-upon Production Plan after good faith negotiationsPlan, such agreement will be reflected in a separate work order signed by the Parties. To the extent MP SmartAge elects to retain a third party provider to perform any such production work, work produced by such third party provider must generally conform to ICQAOL's standards & practices (and any standard ICQ as provided on the America Online brand service at Keyword term "styleguide"). The specific production resources which ICQ AOL allocates to any production work to be performed on behalf of MP SmartAge will be as determined by the Parties AOL in the work orderits sole discretion. With respect to any routine additional production, maintenance or related services which AOL reasonably determines are necessary for ICQ AOL to perform in order to support the proper functioning and integration of the MP Areas Co-Branded Sites ("Routine Extranormal Services"), MP SmartAge will pay the then-standard fees charged by ICQ AOL for such Routine Services provided that ICQ notifies MP in advance of incurring these charges (providing MP an explanation of the basis for them) and obtains MP's prior approval for themExtranormal Services.