Common use of Proposed Enhancements Clause in Contracts

Proposed Enhancements. Licensor will reasonably consider changes to the Electronic Systems proposed by Licensee which address issues specifically relevant to the MVW Xxxx-Xxxxxxx Business (including any enhancements to the Electronic Systems needed to implement such changes). Licensor shall respond to such requests within one hundred twenty (120) days following Licensor’s receipt of the written request. Licensor may condition its consent to changes to the Electronic Systems suggested by Licensee based on factors such as: Licensee’s payment of the costs related to such implementation, including, without limitation, incremental internal or out-of-pocket design costs and operating costs (and the allocation thereof on a fair and commercially reasonable basis to other users of the applicable Electronic Systems who benefit from the change); the difficulties of designing or administering such changes; the impact of such changes on the Electronic Systems generally; third party consent requirements; the prioritization of other Electronic Systems projects; the general feasibility of implementing and maintaining such changes over time; and considerations relating to owners and franchisees associated with Licensor Lodging Facilities.

Appears in 2 contracts

Samples: License Agreement (Marriott Vacations Worldwide Corp), License, Services and Development Agreement (Marriott Vacations Worldwide Corp)

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Proposed Enhancements. Licensor will reasonably consider changes to the Electronic Systems proposed by Licensee which address issues specifically relevant to the MVW Xxxx-Xxxxxxx Licensed Business (including any enhancements to the Electronic Systems needed to implement such changes). Licensor shall respond to such requests within one hundred twenty (120) days following Licensor’s receipt of the written request. Licensor may condition its consent to changes to the Electronic Systems suggested by Licensee based on factors such as: Licensee’s payment of the costs related to such implementation, including, without limitation, incremental internal or out-of-pocket design costs and operating costs (and the allocation thereof on a fair and commercially reasonable basis to other users of the applicable Electronic Systems who benefit from the change); the difficulties of designing or administering such changes; the impact of such changes on the Electronic Systems generally; third party consent requirements; the prioritization of other Electronic Systems projects; the general feasibility of implementing and maintaining such changes over time; and considerations relating to owners and franchisees associated with Licensor Lodging Facilities.

Appears in 2 contracts

Samples: License Agreement (Marriott International Inc /Md/), License, Services and Development Agreement (Marriott Vacations Worldwide Corp)

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