Development Initiatives. TiVo may request, in writing, quality improvements and other enhancements to the TMS Licensed Data. TMS agrees to respond in writing to each request with a high-level scope document within [*] of receipt of the initial request, plus the number of days it takes for TiVo to respond to TMS questions. If multiple requests are made in tandem or succession, TMS response times will be [*] per request. If TMS determines that a given request cannot be adequately scoped within the given timeframe due to its size or complexity, TMS agrees to submit a draft scope within the given timeframe that includes the delivery date for the final scope document. Each scope document will outline the feasibility, recommended approach, and a good faith estimate of the timeframe for implementing a given request. TiVo agrees to respond to TMS questions, in writing, within 5 business days. After TiVo receives a scope document, TiVo may request in writing that TMS proceed with the development initiative. TMS, in turn, will use commercially reasonable efforts to implement such requests that are reasonably feasible. Prior to TMS commencing work on a development initiative, the parties will work cooperatively to define acceptance standards and the scope of the project in writing. If the initiative solely benefits TiVo, then development and licensing fees will be negotiated in good faith between TiVo and TMS; otherwise, development will be completed at no cost TiVo. TiVo hereby requests the development initiatives set forth in Exhibit B. TMS will provide scope documents for the [*] within [*] after the Effective Date, plus the number days it takes for TiVo to respond to TMS questions. TMS will use commercially reasonable efforts to implement the [*] from Exhibit B [*] from the Effective Date and the rest of the development initiatives will be completed [*] from the Effective Date. Thereafter, TiVo may request in writing [*] development initiatives each year from the Effective Date. During the scoping phase, TMS will provide cost estimates to TiVo for the implementation of these requests. TMS will incur a maximum of [*] in development costs at no charge to TiVo for each twelve month period from the Effective Date (“Development Cost Commitment”). TiVo and TMS will reasonably cooperate to negotiate any costs that exceed [*]. TMS will use best efforts to deliver products to TiVo in the amount of time TMS scoped. [*]. [*] Certain information on this page has been omitted and filed separately wit...
Development Initiatives
