Common use of Telecommunications Services Clause in Contracts

Telecommunications Services. (a) Subject to the Pre-existing Commitments set forth in Schedule 2.8(i) of the Strategic and Marketing Agreement, in no event following the Closing Date will the Prodigy Service or the Resold Prodigy Service include any advertising or other promotion or product offering for a Telecommunications Service, Value Added Data Service, electronic yellow or white pages from any Person other than SBC or an Affiliate of SBC unless such action complies with the requirements of Section 5.2(b) of this Agreement and such exclusivity would materially disadvantage Operating Partnership (financially or competitively) as determined in accordance with Section 2.2(b) of this Agreement. Following the Closing Date, SBC and its Affiliates shall not offer any Telecommunications Service, Value Added Data Service, electronic yellow or white pages to any other ISP, which is comparable to Operating Partnership in terms of both product offerings and number of subscribers, with terms, prices and conditions more favorable than the terms, prices and conditions offered to Operating Partnership. (b) In the event Prodigy or Operating Partnership wishes to include in the Prodigy Service any such advertising or other promotion or product offering for a Telecommunications Service, Value Added Data Service, or electronic yellow or white pages from any Person other than SBC or an Affiliate of SBC (a "Non-SBC Telecommunications Offering") because (i) neither SBC nor any of its Affiliates offer such Telecommunications Service, Value Added Data Service, or electronic yellow or white pages and (ii) Prodigy or Operating Partnership believes the failure to include in the Prodigy Service any such advertising or other promotion or other product offering would materially disadvantage Prodigy or Operating Partnership (financially or competitively), Prodigy or Operating Partnership may refer resolution of such issue pursuant to the Escalation Process. If SBC agrees, or if it is determined through the Escalation Process, that Prodigy or Operating Partnership is permitted to include in the Prodigy Service a Non-SBC Telecommunications Offering, Prodigy in consultation and cooperation with SBC shall first use its commercially reasonable efforts to include in the Prodigy Service a Non-SBC Telecommunications Offering offered by a Person that is not a SBC Designated Entity. In the event that such Non-SBC Telecommunications Offering is not offered by a Person that is not a SBC Designated Entity, Prodigy and Operating Partnership may include in the Prodigy Service such Non-SBC Telecommunications Offering offered by a SBC Designated Entity so long as the term of the agreement pursuant to which Prodigy and Operating Partnership agree to do so is limited in its duration to one year or less or is otherwise terminable by Prodigy in its sole discretion on 60 days' notice or less.

Telecommunications Services. (a) Subject to the Pre-existing Commitments set forth in Schedule 2.8(i) of the Strategic and Marketing Agreement, in no event following the Closing Date will the Prodigy Service or the Resold Prodigy Service include any advertising or other promotion or product offering for a Telecommunications Service, Value Added Data Service, or electronic yellow or white pages from any Person other than SBC or an Affiliate of SBC unless such action complies with the requirements of Section 5.2(b5.2(d) of this Agreement and such exclusivity would materially disadvantage Operating Partnership (financially or competitively) as determined in accordance with Section 2.2(b) of this Agreement). Following the Closing Date, SBC and its Affiliates shall not offer any Telecommunications Service, Value Added Data Service, or electronic yellow or white pages to any other ISP, which is comparable to Operating Partnership in terms of both product offerings and number of subscribers, with terms, prices and conditions more favorable than the terms, prices and conditions offered to Operating Partnership. (b) In the event Prodigy or Operating Partnership wishes to include in the Prodigy Service any such advertising or other promotion or product offering for a Telecommunications Service, Value Added Data Service, or electronic yellow or white pages from any Person other than SBC or an Affiliate of SBC (a "Non-SBC Telecommunications Offering") because (i) neither SBC nor any of its Affiliates offer such Telecommunications Service, Value Added Data Service, or electronic yellow or white pages and (ii) Prodigy or Operating Partnership believes the failure to include in the Prodigy Service any such advertising or other promotion or other product offering would materially disadvantage Prodigy or Operating Partnership (financially or competitively), Prodigy or Operating Partnership may refer resolution of such issue pursuant to the Escalation Process. If SBC agrees, or if it is determined through the Escalation Process, that Prodigy or Operating Partnership is permitted to include in the Prodigy Service a Non-SBC Telecommunications Offering, Prodigy in consultation and cooperation with SBC shall first use its commercially reasonable efforts to include in the Prodigy Service a Non-SBC Telecommunications Offering offered by a Person that is not a SBC Designated Entity. In the event that such Non-SBC Telecommunications Offering is not offered by a Person that is not a SBC Designated Entity, Prodigy and Operating Partnership may include in the Prodigy Service such Non-SBC Telecommunications Offering offered by a SBC Designated Entity so long as the term of the agreement pursuant to which Prodigy and Operating Partnership agree to do so is limited in its duration to one year or less or is otherwise terminable by Prodigy in its sole discretion on 60 days' notice or less.

Telecommunications Services. (a) Subject to the Pre-existing Commitments set forth in Schedule 2.8(i) of the Strategic and Marketing this Agreement, in no event following the Closing Date will the Prodigy Service or the Resold Prodigy Service include any advertising or other promotion or product offering for a Telecommunications Service, Value Added Data Service, electronic yellow or white pages from any Person other than SBC or an Affiliate of SBC unless such action complies with the requirements of Section 5.2(b4.2(b) of this Agreement and such exclusivity would materially disadvantage Operating Partnership (financially or competitively) as determined in accordance with Section 2.2(b) of this Agreement2.8(b). Following the Closing Date, SBC and its Affiliates shall not offer any Telecommunications Service, Value Added Data Service, electronic yellow or white pages to any other Retail ISP, which is comparable to Operating Partnership in terms of both product offerings and number of subscribers, with terms, prices and conditions on terms more favorable than the terms, prices and conditions those offered to Operating Partnership. (b) In the event Prodigy or Operating Partnership wishes to include in the Prodigy Service any such advertising or other promotion or product offering for a Telecommunications Service, Value Added Data Service, or electronic yellow or white pages from any Person other than SBC or an Affiliate of SBC (a "Non-SBC Telecommunications Offering") because (i) neither SBC nor any ----------------------------------- of its Affiliates offer such Telecommunications Service, Value Added Data Service, or electronic yellow or white pages and (ii) Prodigy or Operating Partnership believes the failure to include in the Prodigy Service any such advertising or other promotion or other product offering would materially disadvantage Prodigy or Operating Partnership (financially or competitively), Prodigy or Operating Partnership may refer resolution shall notify SBC in writing that it wishes to include such advertising or other promotion or product offering and such notice shall include the terms and conditions of such issue advertising or other promotion or product offering and a detailed written statement of the reasons Prodigy or Operating Partnership believes such failure would materially disadvantage Prodigy or Operating Partnership. In the event that SBC disagrees with Prodigy's or Operating Partnership's belief that such failure would materially disadvantage Prodigy or Operating Partnership (financially or competitively), representatives of SBC and Prodigy shall meet in good faith and use commercially reasonable efforts to resolve whether such failure would materially disadvantage Prodigy or Operating Partnership (financially and competitively). If the disagreement is not resolved within five Business Days, either Prodigy or SBC may request in writing that such disagreement be referred to the SBC and Prodigy representatives appointed pursuant to Section 2.5(b) of this Agreement, who shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach an agreement as to whether such failure would materially disadvantage Prodigy or Operating Partnership (financially and competitively). If such agreement is not reached by such representatives within five Business Days, the disagreement will be resolved pursuant to Article VI of this Agreement; provided, however, that for purposes of this process, any award -------- ------- to be made pursuant to Article VI shall be made within one month of filing of the Arbitration Notice notwithstanding anything to the contrary contained in Section 6.2(f) (the foregoing process set forth in this Section 2.8(b), which shall also be used by the Parties to resolve certain disagreements among them as specified in the relevant provisions of this Agreement, being hereinafter referred to as the "Escalation Process"). If SBC agrees, or if it is determined ------------------ through the Escalation Process, that Prodigy or Operating Partnership is permitted to include in the Prodigy Service a Non-SBC Telecommunications Offering, Prodigy in consultation and cooperation with SBC shall first use its commercially reasonable efforts to include in the Prodigy Service a Non-SBC Telecommunications Offering offered by a Person that is not a SBC Designated Entity. In the event that such Non-SBC Telecommunications Offering is not offered by a Person that is not a SBC Designated Entity, Prodigy and Operating Partnership may include in the Prodigy Service such Non-SBC Telecommunications Offering offered by a SBC Designated Entity so long as the term of the agreement pursuant to which Prodigy and Operating Partnership agree to do so is limited in its duration to one year or less or is otherwise terminable by Prodigy in its sole discretion on 60 days' notice or less.

Telecommunications Services. (a) Subject to the Pre-existing Commitments set forth in Schedule 2.8(i) of the Strategic and Marketing this Agreement, in no event following the Closing Date will the Prodigy Service or the Resold Prodigy Service include any advertising or other promotion or product offering for a Telecommunications Service, Value Added Data Service, electronic yellow or white pages from any Person other than SBC or an Affiliate of SBC unless such action complies with the requirements of Section 5.2(b4.2(b) of this Agreement and such exclusivity would materially disadvantage Operating Partnership (financially or competitively) as determined in accordance with Section 2.2(b) of this Agreement2.8(b). Following the Closing Date, SBC and its Affiliates shall not offer any Telecommunications Service, Value Added Data Service, electronic yellow or white pages to any other Retail ISP, which is comparable to Operating Partnership in terms of both product offerings and number of subscribers, with terms, prices and conditions on terms more favorable than the terms, prices and conditions those offered to Operating Partnership. (b) In the event Prodigy or Operating Partnership wishes to include in the Prodigy Service any such advertising or other promotion or product offering for a Telecommunications Service, Value Added Data Service, or electronic yellow or white pages from any Person other than SBC or an Affiliate of SBC (a "Non-SBC Telecommunications Offering") because (i) neither SBC nor any of its Affiliates offer such Telecommunications Service, Value Added Data Service, or electronic yellow or white pages and (ii) Prodigy or Operating Partnership believes the failure to include in the Prodigy Service any such advertising or other promotion or other product offering would materially disadvantage Prodigy or Operating Partnership (financially or competitively), Prodigy or Operating Partnership may refer resolution shall notify SBC in writing that it wishes to include such advertising or other promotion or product offering and such notice shall include the terms and conditions of such issue advertising or other promotion or product offering and a detailed written statement of the reasons Prodigy or Operating Partnership believes such failure would materially disadvantage Prodigy or Operating Partnership. In the event that SBC disagrees with Prodigy's or Operating Partnership's belief that such failure would materially disadvantage Prodigy or Operating Partnership (financially or competitively), representatives of SBC and Prodigy shall meet in good faith and use commercially reasonable efforts to resolve whether such failure would materially disadvantage Prodigy or Operating Partnership (financially and competitively). If the disagreement is not resolved within five Business Days, either Prodigy or SBC may request in writing that such disagreement be referred to the SBC and Prodigy representatives appointed pursuant to Section 2.5(b) of this Agreement, who shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach an agreement as to whether such failure would materially disadvantage Prodigy or Operating Partnership (financially and competitively). If such agreement is not reached by such representatives within five Business Days, the disagreement will be resolved pursuant to Article VI of this Agreement; provided, however, that for purposes of this process, any award to be made pursuant to Article VI shall be made within one month of filing of the Arbitration Notice notwithstanding anything to the contrary contained in Section 6.2(f) (the foregoing process set forth in this Section 2.8(b), which shall also be used by the Parties to resolve certain disagreements among them as specified in the relevant provisions of this Agreement, being hereinafter referred to as the "Escalation Process"). If SBC agrees, or if it is determined through the Escalation Process, that Prodigy or Operating Partnership is permitted to include in the Prodigy Service a Non-SBC Telecommunications Offering, Prodigy in consultation and cooperation with SBC shall first use its commercially reasonable efforts to include in the Prodigy Service a Non-SBC Telecommunications Offering offered by a Person that is not a SBC Designated Entity. In the event that such Non-SBC Telecommunications Offering is not offered by a Person that is not a SBC Designated Entity, Prodigy and Operating Partnership may include in the Prodigy Service such Non-SBC Telecommunications Offering offered by a SBC Designated Entity so long as the term of the agreement pursuant to which Prodigy and Operating Partnership agree to do so is limited in its duration to one year or less or is otherwise terminable by Prodigy in its sole discretion on 60 days' notice or less.