Common use of Favored Pricing Clause in Contracts

Favored Pricing. ViaSat agrees to provide any Person operating (or selling) a two way broadband service over the Loral Payload (“Canadian Operator”) with the same price (based on the then-current total price for terminals (indoor and outdoor units together)) being delivered to the Key Distributor (defined below) for ViaSat’s next generation Surfbeam equipment (“Equipment”) that is provided to the Key Distributor; provided, that the Canadian Operator must purchase the Equipment on the same terms and conditions as the Key Distributor, including warranty terms, delivery lead times, annual maintenance fees, and support levels (but excluding terms related to the minimum number of aggregate committed terminals). ViaSat agrees to provide commercially reasonable pricing for any additional terms or items requested by the Canadian Operator. For purposes of this Agreement, “Key Distributor” means the distributor (and the pricing and terms of such distributor) selected by the Canadian Operator among the distributors purchasing Equipment at the time the Canadian Operator first enters into an agreement to purchase such Equipment from ViaSat. In the event any distributor is purchasing and taking delivery of user terminals at a lower total terminal price (indoor and outdoor unit together) than the price provided to the Canadian Operator (the “Improved Distributor’), ViaSat shall inform the Canadian Operator of such lower price (and the terms under which the Improved Distributor is purchasing terminals). The Canadian Operator shall then have the right for a reasonable period of time (no longer than 60 days) to elect to substitute the pricing and terms of the Key Distributor (for future orders) for the terminal pricing and terms of the Improved Distributor. Thereafter, in the event there is a new Improved Distributor, then the Canadian Operator shall again maintain the rights to substitute terminal pricing and terms described above. The terms of this paragraph shall not apply to limited quantities of terminals provided at discounted (or no cost) pricing that may be sold or loaned to a potential distributor for testing or demonstration purposes. In the event ViaSat enters into an agreement with a Key Distributor or Improved Distributor that provides that such Key Distributor or Improved Distributor is to receive the lowest pricing of any distributor, then the Canadian Operator agrees that ViaSat can charge a per unit price $1.00 higher to the Canadian Operator than such distributor.