Common use of Telecommunications and Value Added Data Services Advertisements and Products Clause in Contracts

Telecommunications and Value Added Data Services Advertisements and Products. Following the Closing, subject to Pre-existing Commitments set forth on Schedule 4.2(b) of the Strategic and Marketing Agreement, SBC shall have the exclusive right to sell and to place all of the Telecommunications Advertisements and Value Added Data Services Advertisements on the Prodigy Portal (subject to payment by SBC to Operating Partnership of rates that are the best rates offered by Operating Partnership to any unaffiliated Third Party for similar Advertisements on the Prodigy Portal on a non-exclusive basis) with no sharing by SBC or its Affiliates of revenue with Prodigy or Operating Partnership and provide all products for the provision of Telecommunications Services and Value Added Data Services to Subscribers of the Prodigy Service except to the extent such sale, placement or provision materially disadvantages Operating Partnership (either financially or competitively) as determined in accordance with the Escalation Process. Notwithstanding SBC's exclusive right to sell and place all of the Value Added Data Services Advertisements on the Prodigy Portal as described above, Operating Partnership may sell and place Advertisements on the Prodigy Portal relating to Prodigy's or its Subsidiaries' Web hosting services (shared or dedicated) that are provided directly by Prodigy or its Subsidiaries to its customers. In the event SBC does not offer a Telecommunications Service, Value Added Data Service, or electronic yellow or white pages which the Prodigy Board determines that Operating Partnership should provide, Operating Partnership shall notify SBC in writing that Operating Partnership wishes to provide such Telecommunications Service, Value Added Data Service, or electronic yellow or white pages. SBC shall have 60 days from receipt of such notification within which to provide or procure such service on a basis that does not materially disadvantage Operating Partnership (as determined in accordance with the Escalation Process) relative to competitive alternatives and if SBC fails to provide such service on such basis Operating Partnership shall be permitted to carry such services of a Third Party; provided, that, Operating Partnership in consultation and cooperation with SBC, shall first use its commercially reasonable efforts to procure such services from a Person that is not an SBC Designated Entity. In the event that Operating Partnership is unable to procure such services from a Person that is not an SBC Designated Entity, Operating Partnership may procure such services from an SBC Designated Entity so long as the term of the agreement pursuant to which Operating Partnership agrees to do so is limited to one year or less or is otherwise terminable by Prodigy in its sole discretion on 60 days' or less notice. If SBC subsequently obtains the ability to provide such services then, subject to the Pre-existing Commitments set forth in Schedule 4.2(b)(i) of the Strategic and Marketing Agreement or other commitments entered into in accordance with this Section 5.2(d) after the Closing Date, Operating Partnership will give SBC an opportunity to match the terms upon which any Third Party is providing such services and replace the Third Party as promptly as is commercially practicable if SBC does match such terms.

Telecommunications and Value Added Data Services Advertisements and Products. Following the Closing, subject to Pre-existing Commitments set forth on Schedule 4.2(b) of the Strategic and Marketing Agreement5.2(b), SBC shall have the exclusive right to sell and to place all of the Telecommunications Advertisements and Value Added Data Services Advertisements on the Prodigy Portal (subject to payment by SBC to Operating Partnership of rates that are the best rates offered by Operating Partnership to any unaffiliated Third Party for similar Advertisements on the Prodigy Portal on a non-exclusive basis) with no sharing by SBC or its Affiliates of revenue with Prodigy or Operating Partnership and provide all products for the provision of Telecommunications Services and Value Added Data Services to Subscribers of the Prodigy Service and the Resold Prodigy Service except to the extent such sale, placement or provision materially disadvantages Operating Partnership (either financially or competitively) as determined in accordance with the Escalation Process. Notwithstanding SBC's exclusive right to sell and place all of the Value Added Data Services Advertisements on the Prodigy Portal as described above, Operating Partnership may sell and place Advertisements on the Prodigy Portal (but not the Portal for the Resold Prodigy Service) relating to Prodigy's or its Subsidiaries' Web hosting services (shared or dedicated) that are provided directly by Prodigy or its Subsidiaries to its customers. In Solely with respect to the Prodigy Service (but not the Resold Prodigy Service), in the event SBC does not offer a Telecommunications Service, Value Added Data Service, or electronic yellow or white pages which the Prodigy Board determines that Operating Partnership should provide, Operating Partnership shall notify SBC in writing that Operating Partnership wishes to provide such Telecommunications Service, Value Added Data Service, or electronic yellow or white pages. SBC shall have 60 days from receipt of such notification within which to provide or procure such service on a basis that does not materially disadvantage Operating Partnership (as determined in accordance with the Escalation Process) relative to competitive alternatives and if SBC fails to provide such service on such basis Operating Partnership shall be permitted to carry such services of a Third Party; provided, that, Operating Partnership in consultation and cooperation with SBC, shall first use its commercially reasonable efforts to procure such services from a Person that is not an SBC Designated Entity. In the event that Operating Partnership is unable to procure such services from a Person that is not an SBC Designated Entity, Operating Partnership may procure such services from an SBC Designated Entity so long as the term of the agreement pursuant to which Operating Partnership agrees to do so is limited to one year or less or is otherwise terminable by Prodigy in its sole discretion on 60 days' or less notice. If SBC subsequently obtains the ability to provide such services then, subject to the Pre-existing Commitments set forth in Schedule 4.2(b)(i5.2(b)(i) of the Strategic and Marketing Agreement or other commitments entered into in accordance with this Section 5.2(d5.2(b) after the Closing Date, Operating Partnership will give SBC an opportunity to match the terms upon which any Third Party is providing such services and replace the Third Party as promptly as is commercially practicable if SBC does match such terms.

Telecommunications and Value Added Data Services Advertisements and Products. Following the Closing, subject to Pre-existing Commitments set forth on Schedule 4.2(b) of the Strategic and Marketing Agreement), SBC shall have the exclusive right to sell and to place all of the Telecommunications Advertisements and Value Added Data Services Advertisements on the Prodigy Portal (subject to payment by SBC to Operating Partnership of rates that are the best rates offered by Operating Partnership to any unaffiliated Third Party for similar Advertisements on the Prodigy Portal on a non-exclusive basis) with no sharing by SBC or its Affiliates of revenue with Prodigy or Operating Partnership and provide all products for the provision of Telecommunications Services and Value Added Data Services to Subscribers of the Prodigy Service except to the extent such sale, placement or provision materially disadvantages Operating Partnership (either financially or competitively) as determined in accordance with the Escalation Process. Notwithstanding SBC's exclusive right to sell and place all of the Value Added Data Services Advertisements on the Prodigy Portal as described above, Operating Partnership may sell and place Advertisements on the Prodigy Portal relating to Prodigy's or its Subsidiaries' Web hosting services (shared or dedicated) that are provided directly by Prodigy or its Subsidiaries to its customers. In the event SBC does not offer a Telecommunications Service, Value Added Data Service, or electronic yellow or white pages which the Prodigy Board determines that Operating Partnership should provide, Operating Partnership shall notify SBC in writing that Operating Partnership wishes to provide such Telecommunications Service, Value Added Data Service, or electronic yellow or white pages. SBC shall have 60 days from receipt of such notification within which to provide or procure such service on a basis that does not materially disadvantage Operating Partnership (as determined in accordance with the Escalation Process) relative to competitive alternatives and if SBC fails to provide such service on such basis Operating Partnership shall be permitted to carry such services of a Third Party; provided, that, Operating Partnership in consultation and cooperation with SBC, shall first use its commercially reasonable efforts to procure such services from a Person that is not an SBC Designated Entity. In the event that Operating Partnership is unable to procure such services from a Person that is not an SBC Designated Entity, Operating Partnership may procure such services from an SBC Designated Entity so long as the term of the agreement pursuant to which Operating Partnership agrees to do so is limited to one year or less or is otherwise terminable by Prodigy in its sole discretion on 60 days' or less notice. If SBC subsequently obtains the ability to provide such services then, subject to the Pre-existing Commitments set forth in Schedule 4.2(b)(i) of the Strategic and Marketing this Agreement or other commitments entered into in accordance with this Section 5.2(d4.2(b) after the Closing Datedate hereof, Operating Partnership will give SBC an opportunity to match the terms upon which any Third Party is providing such services and replace the Third Party as promptly as is commercially practicable if SBC does match such terms.