Common use of Control Point Clause in Contracts

Control Point. If during the Term of this Agreement Neustar deploys a Registry and Clearinghouse system, then Neustar shall during the Term configure into such system the ability to enable and disable the clearing of Transactions if either a Resolution Authority or a License Customer fails to comply with either (a) policies issued by the Governing Authority, (b) its written agreement with Neustar, or (c) terms and conditions that Neustar and NeoMedia have agreed are to be flowed down to Neustar agreements with its Neustar License Customer. The policies concerning the enabling and disabling of Transaction clearing (the “Control Point Policies”) shall be developed and agreed to by the Parties within four (4) months after the award to Neustar of a contract to implement a Clearinghouse in the Territory. Neustar shall prevent Code-related Transactions that fail to comply with the Control Point Policies. As part of the Control Point Policies, Neustar and NeoMedia shall in good faith develop an escalation process for bringing License Customer’s into compliance with the Control Point Policy or terminating/suspending the License Customer’s sublicense.