Common use of Right to Terminate for Failure to Meet Latency Requirement Clause in Contracts

Right to Terminate for Failure to Meet Latency Requirement. In the event that the latency requirement described in Section 3.2 is not met for the Service Areas listed in Section 8.3 above in any three calendar months within any four month period, then, at the end of any such third failed month, AT&T shall have the right, in its sole discretion, to terminate the Agreement for cause upon thirty (30) days prior written notice to Motricity or to provide Motricity notice of AT&T’s intent to develop a “Get Well Plan.” In the event that AT&T delivers a “Get Well Plan” notice, the parties will use good faith efforts to agree to and execute on a plan for Motricity to remedy the applicable performance failures and meet the service latency target set forth in Section 3.2. Upon implementation of any such mutually agreed plan, a new four month measurement period to determine compliance with the service availability requirement will commence. Appendix A – Contact & Escalation List Both parties are responsible for ensuring that the contact information is updated and exchanged when circumstances warrant. This information will not be updated and kept current as part of this SLA, but will need to be maintained separately by the two parties outside of this document. Motricity Customer Care Contact Information Primary Contact (Single Point of Contact) 24 X 7 Contact Name Service Operations Center (SOC) / Carrier Care Title N/A Phone *** Email *** Xxxxx 0 Xxxxxxxxxx Xxxxxxx Name *** Title Manager, Service Operations Phone *** Email *** Xxxxx 0 Xxxxxxxxxx Xxxxxxx Name *** Title Director, Commercial Operations Phone *** Email *** Xxxxx 0 Xxxxxxxxxx Xxxxxxx Name *** Title Sr. Director - Systems & Network Operations Phone *** Email *** *** This redacted material has been omitted pursuant to a request for confidential treatment, and the material has been filed separately with the Commisson. AT&T Contact Information AT&T Hours of Operation Role Phone/Email NSD National Operations Center 24 x 7 x 365 Incident Management and Emergency Maintenance *** MMS External Partner Ops 8:00 am – 5:00 pm PT Monday – Friday Incident Root Cause Analysis, Change Management, Performance Reports and Tier 2 Support *** Change Management 8:00 am – 5:00 pm PT Monday – Friday Maintenance Notification – all maintenance *** *** This redacted material has been omitted pursuant to a request for confidential treatment, and the material has been filed separately with the Commisson. Appendix B – Maintenance Request Worksheet This Maintenance Request Worksheet is be sent to: *** and ***

Right to Terminate for Failure to Meet Latency Requirement. In the event that the latency requirement described in Section 3.2 is not met for the Service Areas listed in Section 8.3 above in any three calendar months within any four month period, then, at the end of any such third failed month, AT&T Cingular shall have the right, in its sole discretion, to terminate the Agreement for cause upon thirty (30) days prior written notice to Motricity Infospace or to provide Motricity Infospace notice of AT&TCingular’s intent to develop a “Get Well Plan.” In the event that AT&T Cingular delivers a “Get Well Plan” notice, the parties will use good faith efforts to agree to and execute on a plan for Motricity Infospace to remedy the applicable performance failures and meet the service latency target set forth in Section 3.2. Upon implementation of any such mutually agreed plan, a new four month measurement period to determine compliance with the service availability requirement will commence. EXHIBIT G – SERVICE LEVEL AGREEMENT Appendix A – Contact & Escalation List Both parties are responsible for ensuring that the contact information is updated and exchanged when circumstances warrant. This information will not be updated and kept current as part of this SLA, but will need to be maintained separately by the two parties outside of this document. Motricity Infospace Customer Care Contact Information Primary Contact (*** Single Point of Contact) 24 X 7 Contact Name Service Operations Center (SOC) / Infospace Carrier Care Title Nn/A a Phone *** Email *** Xxxxx 0 Xxxxxxxxxx Xxxxxxx Second Level Contact Name *** Title Manager, Service Manager – Production Operations Phone *** Email *** Xxxxx 0 Xxxxxxxxxx Xxxxxxx Third Level Contact Name *** Title Director, Director – Commercial Operations Phone *** Email *** Xxxxx 0 Xxxxxxxxxx Xxxxxxx Name *** Title Sr. Director - Systems & Network Operations Phone *** Email *** *** This redacted material has been omitted pursuant to a request for confidential treatment, and the material has been filed separately with the Commisson. AT&T Cingular Contact Information AT&T Cingular Hours of Operation Role Phone/Email NSD National Operations Center 24 x 7 x 365 Incident Management and Emergency Maintenance *** MMS External Partner Ops 8:00 am – 5:00 pm PT Monday – Friday Incident Root Cause Analysis, Change Management, Performance Reports and Tier 2 Support *** Change Management 8:00 am – 5:00 pm PT Monday – Friday Maintenance Notification – all maintenance *** *** This redacted material has been omitted pursuant to a request for confidential treatment, and the material has been filed separately with the CommissonCommission. EXHIBIT G – SERVICE LEVEL AGREEMENT Appendix B – Maintenance Request Worksheet This Maintenance Request Worksheet is be sent to: *** and ***

Right to Terminate for Failure to Meet Latency Requirement. In the event that the latency requirement described in Section 3.2 is not met for the Service Areas listed in Section 8.3 above in any three calendar months within any four month period, then, at the end of any such third failed month, AT&T shall have the right, in its sole discretion, to terminate the Agreement for cause upon thirty (30) days prior written notice to Motricity or to provide Motricity notice of AT&T’s intent to develop a “Get Well Plan.” In the event that AT&T delivers a “Get Well Plan” notice, the parties will use good faith efforts to agree to and execute on a plan for Motricity to remedy the applicable performance failures and meet the service latency target set forth in Section 3.2. Upon implementation of any such mutually agreed plan, a new four month measurement period to determine compliance with the service availability requirement will commence. Appendix A – Contact & Escalation List Both parties are responsible for ensuring that the contact information is updated and exchanged when circumstances warrant. This information will not be updated and kept current as part of this SLA, but will need to be maintained separately by the two parties outside of this documentSLA. *** This redacted material has been omitted pursuant to a request for confidential treatment, and the material has been filed separately with the Commission. Motricity Customer Care Contact Information Primary Contact (Single Point of Contact) 24 X 7 Contact Name Service Operations Center (SOC) / Carrier Care Title N/A Phone *** Email *** Xxxxx 0 Xxxxxxxxxx Xxxxxxx Name *** Title Manager, Service Operations Phone *** Email *** Xxxxx 0 Xxxxxxxxxx Xxxxxxx Name *** Title Director, Commercial Operations Phone *** Email *** Xxxxx 0 Xxxxxxxxxx Xxxxxxx Name *** Title Sr. Director - Systems & Network Operations Phone *** Email *** *** This redacted material has been omitted pursuant to a request for confidential treatment, and the material has been filed separately with the CommissonCommission. AT&T Contact Information AT&T Hours of Operation Role Phone/Email NSD Mobility National Operations Center 24 x 7 x 365 Incident Management and Emergency Maintenance *** MMS External Partner Ops 8:00 am – 5:00 pm PT Monday – Friday Incident Root Cause Analysis, Change Management, Performance Reports and Tier 2 Support *** Change Management 8:00 am – 5:00 pm PT Monday – Friday Maintenance Notification – all maintenance *** *** This redacted material has been omitted pursuant to a request for confidential treatment, and the material has been filed separately with the Commisson. Appendix B – Maintenance Request Worksheet This Maintenance Request Worksheet is be sent to: *** and ***Commission.

Right to Terminate for Failure to Meet Latency Requirement. In the event that the latency requirement described in Section 3.2 is not met for the Service Areas listed in Section 8.3 above in any three calendar months within any four month period, then, at the end of any such third failed month, AT&T shall have the right, in its sole discretion, to terminate the Agreement for cause upon thirty (30) days prior written notice to Motricity or to provide Motricity notice of AT&T’s intent to develop a “Get Well Plan.” In the event that AT&T delivers a “Get Well Plan” notice, the parties will use good faith efforts to agree to and execute on a plan for Motricity to remedy the applicable performance failures and meet the service latency target set forth in Section 3.2. Upon implementation of any such mutually agreed plan, a new four month measurement period to determine compliance with the service availability requirement will commence. *** This redacted material has been omitted pursuant to a request for confidential treatment, and the material has been filed separately with the Commission. Appendix A – Contact & Escalation List Both parties are responsible for ensuring that the contact information is updated and exchanged when circumstances warrant. This information will not be updated and kept current as part of this SLA, but will need to be maintained separately by the two parties outside of this document. Motricity Customer Care Contact Information Primary Contact (Single Point of Contact) 24 X 7 Contact Name Service Operations Center (SOC) / Carrier Care Title N/A Phone *** Email *** Xxxxx 0 Xxxxxxxxxx Xxxxxxx Name *** Title Manager, Service Operations Phone *** Email *** Xxxxx 0 Xxxxxxxxxx Xxxxxxx Name *** Title Director, Commercial Operations Phone *** Email *** Xxxxx 0 Xxxxxxxxxx Xxxxxxx Name *** Title Sr. Director - Systems & Network Operations Phone *** Email *** *** This redacted material has been omitted pursuant to a request for confidential treatment, and the material has been filed separately with the CommissonCommission. Level 3 Escalation Contact Name *** Title Sr. Director - Systems & Network Operations Phone *** Email *** AT&T Contact Information AT&T Hours of Operation Role Phone/Email NSD National Operations Center 24 x 7 x 365 Incident Management and Emergency Maintenance *** MMS External Partner Ops 8:00 am – 5:00 pm PT Monday – Friday Incident Root Cause Analysis, Change Management, Performance Reports and Tier 2 Support *** Change Management 8:00 am – 5:00 pm PT Monday – Friday Maintenance Notification – all maintenance *** *** This redacted material has been omitted pursuant to a request for confidential treatment, and the material has been filed separately with the CommissonCommission. Appendix B – Maintenance Request Worksheet This Maintenance Request Worksheet is be sent to: *** and ***

Right to Terminate for Failure to Meet Latency Requirement. In the event that the latency requirement described in Section 3.2 is not met for the Service Areas listed in Section 8.3 above in any three calendar months within any four month period, then, at the end of any such third failed month, AT&T shall have the right, in its sole discretion, to terminate the Agreement for cause upon thirty (30) days prior written notice to Motricity or to provide Motricity notice of AT&T’s intent to develop a “Get Well Plan.” In the event that AT&T delivers a “Get Well Plan” notice, the parties will use good faith efforts to agree to and execute on a plan for Motricity to remedy the applicable performance failures and meet the service latency target set forth in Section 3.2. Upon implementation of any such mutually agreed plan, a new four month measurement period to determine compliance with the service availability requirement will commence. Appendix A – Contact & Escalation List Both parties are responsible for ensuring that the contact information is updated and exchanged when circumstances warrant. This information will not be updated and kept current as part of this SLA, but will need to be maintained separately by the two parties outside of this documentSLA. *** This redacted material has been omitted pursuant to a request for confidential treatment, and the material has been filed separately with the Commission. 304 Motricity Customer Care Contact Information Primary Contact (Single Point of Contact) 24 X 7 Contact Name Service Operations Center (SOC) / Carrier Care Title N/A Phone *** Email *** Xxxxx 0 Xxxxxxxxxx Xxxxxxx Name *** Title Manager, Service Operations Phone *** Email *** Xxxxx 0 Xxxxxxxxxx Xxxxxxx Name *** Title Director, Commercial Operations Phone *** Email *** Xxxxx 0 Xxxxxxxxxx Xxxxxxx Name *** Title Sr. Director - Systems & Network Operations Phone *** Email *** *** This redacted material has been omitted pursuant to a request for confidential treatment, and the material has been filed separately with the CommissonCommission. 305 AT&T Contact Information AT&T Hours of Operation Role Phone/Email NSD Mobility National Operations Center 24 x 7 x 365 Incident Management and Emergency Maintenance *** MMS External Partner Ops 8:00 am – 5:00 pm PT Monday – Friday Incident Root Cause Analysis, Change Management, Performance Reports and Tier 2 Support *** Change Management 8:00 am – 5:00 pm PT Monday – Friday Maintenance Notification – all maintenance *** *** This redacted material has been omitted pursuant to a request for confidential treatment, and the material has been filed separately with the CommissonCommission. Appendix B Xxxxxxxx X – Maintenance Request Worksheet This Maintenance Request Worksheet is be sent to: *** and ***

Right to Terminate for Failure to Meet Latency Requirement. In the event that the latency requirement described in Section 3.2 is not met for the Service Areas listed in Section 8.3 above in any three calendar months within any four month period, then, at the end of any such third failed month, AT&T shall have the right, in its sole discretion, to terminate the Agreement for cause upon thirty (30) days prior written notice to Motricity or to provide Motricity notice of AT&T’s intent to develop a “Get Well Plan.” In the event that AT&T delivers a “Get Well Plan” notice, the parties will use good faith efforts to agree to and execute on a plan for Motricity to remedy the applicable performance failures and meet the service latency target set forth in Section 3.2. Upon implementation of any such mutually agreed plan, a new four month measurement period to determine compliance with the service availability requirement will commence. *** This redacted material has been omitted pursuant to a request for confidential treatment, and the material has been filed separately with the Commission. Appendix A – Contact & Escalation List Both parties are responsible for ensuring that the contact information is updated and exchanged when circumstances warrant. This information will not be updated and kept current as part of this SLA, but will need to be maintained separately by the two parties outside of this document. Motricity Customer Care Contact Information Primary Contact (Single Point of Contact) 24 X 7 Contact Name Service Operations Center (SOC) / Carrier Care Title N/A Phone *** Email *** Xxxxx 0 Xxxxxxxxxx Xxxxxxx Name *** Title Manager, Service Operations Phone *** Email *** Xxxxx 0 Xxxxxxxxxx Xxxxxxx Name *** Title Director, Commercial Operations Phone *** Email *** Xxxxx 0 Xxxxxxxxxx Xxxxxxx Name *** Title Sr. Director - Systems & Network Operations Phone *** Email *** *** This redacted material has been omitted pursuant to a request for confidential treatment, and the material has been filed separately with the CommissonCommission. Level 3 Escalation Contact Name *** Title Sr. Director - Systems & Network Operations Phone *** Email *** AT&T Contact Information AT&T Hours of Operation Role Phone/Email NSD National Operations Center 24 x 7 x 365 Incident Management and Emergency Maintenance *** MMS External Partner Ops 8:00 am – 5:00 pm PT Monday – Friday Incident Root Cause Analysis, Change Management, Performance Reports and Tier 2 Support *** Change Management 8:00 am – 5:00 pm PT Monday – Friday Maintenance Notification – all maintenance *** *** This redacted material has been omitted pursuant to a request for confidential treatment, and the material has been filed separately with the Commisson. Appendix B – Maintenance Request Worksheet This Maintenance Request Worksheet is be sent to: *** and ***Commission.