Common use of Direct Orders Clause in Contracts

Direct Orders. 4.1.1. On an exception basis, in the event a customer within the Territory elects to place a direct order with Empirix, Reseller shall be compensated for bringing the order to Empirix in the form of a direct order fee, which shall equal up to fifteen percent (15%) of net value of the direct order for Software or Services. The actual amount of the direct order fee shall be determined in the sole discretion of Empirix, after taking into consideration various factors, including but not limited to: 4.1.1.1. whether a Customer has required any material change that increases Empirix’s risk or costs to the Empirix standard purchase terms and conditions as set out in a Terms and Conditions of License or this Agreement, and, despite good faith diligent efforts of Empirix, customer was not willing to pay increased fees for such direct order to compensate Empirix for such changes; 4.1.1.2. the stage of the order process at which time the customer determined to place a direct order; and 4.1.1.3. the nature and extent of the relative contributions of the Parties in successfully obtaining the bid from the customer and completing the direct order.