Common use of Implementation Milestones Clause in Contracts

Implementation Milestones. The parties will mutually agree on an implementation plan to migrate traffic from an existing AOL dial-up network services vendor to the Level 3 network. The implementation plan will include the obligation of AOL to: (i) obtain and provide to ▇▇▇▇▇ ▇ promptly following the date of this Letter Agreement (if not already provided) all necessary letters of authority (LOAs) required to port-in to ▇▇▇▇▇ ▇ all [****] telephone numbers (identified in Exhibit “D” hereto) associated with AOLs existing dial-up network services provider, including LOAs between (a) AOL’s current dial-up network services vendor for which telephone numbers will be ported to Level 3 and (b) such vendor’s underlying suppliers, authorizing the transfer of such telephone numbers to Level 3; provided, however, that: (a) AOL reserves the right to withdraw telephone numbers from the list of LOAs and remove such telephone numbers from the implementation plan on 60 days prior written notice from AOL to Level 3 and b) AOL may only withdraw telephone numbers under subpart (a) immediately above where the remaining telephone numbers (after such withdrawals) will accommodate the below milestone percentages; (ii) not delay the porting-in of telephone numbers or the migration of traffic to Level 3; and (iii) reasonably cooperate with Level 3 upon request in such porting and migration efforts as respects AOL’s current dial up access provider. The parties acknowledge and agree that Subsection (i)(a) above has been completed by AOL and no further obligations exists. As part of the joint implementation plan, the parties have agreed upon certain milestones dates that Level 3 shall endeavor to meet related to the migration of traffic and Level 3’s ability to successfully port-in telephone numbers and associated traffic from AOL’s third-party dial-up network services provider, as stated in the chart below. The percentages stated in the chart below shall be the percentage of AOL’s Total AOL Dial-up Hours corresponding to each Rate Center (and telephone number) as such Rates Centers and telephone numbers are identified in Exhibit “D.” To determine the total percentage of overall Total AOL Dial-up Hours successfully ported-in to the Level 3 network (and whether the below milestones have been achieved) for each telephone number identified in Exhibit “D” successfully ported-in to ▇▇▇▇▇ ▇, the corresponding “% of AOL Traffic” stated in Exhibit “D” shall be added together (the “Percentage”). * Percentages noted will adjust for telephone numbers that AOL removes from the LOA lists and implementation plan based on the corresponding “% of AOL Traffic” stated in Exhibit “D”. Respecting the milestones stated above for July 1, 2006 and August 1, 2006, Level 3 and AOL agree that the [****] telephone numbers (identified as being “subject to the 3rd party LEC carve-out” in Exhibit “D”) are intended to be ported to satisfy such milestones. In the event the July 1, 2006 and August 1, 2006 milestones stated above are not met for reasons (i) within AOL’s control or (ii) due to the unreasonable delay of the underlying carriers that supply any of such [****] telephone numbers and services to AOL’s existing dial-up network services provider in porting-out such telephone numbers to Level 3 based on conflicting customer of record information, the July 1, 2006 and August 1, 2006 milestone will be reduced according to the “% of AOL Traffic associated with the impacted telephone numbers as stated in Exhibit “D”. In the event the milestones stated above are otherwise not met for reasons not within AOL’s control, AOL shall be entitled, as its sole remedy for such failure, to a service credit calculated as follows: [****] Level 3 will provide such credits in the month in which AOL provides notification of Total AOL Dial-up Hours as stated in part (b) immediately above. Level 3 reserves the right to audit AOL’s relevant books and records to verify the information AOL has supplied in connection with the foregoing. For avoidance of doubt, the foregoing limitation applies solely with respect to the monetary remedy available under this Section 11 and AOL is not limited with respect to other remedies provided under the Managed Modem Agreement and this Letter of Agreement, including but not limited to Level 3’s indemnification obligations and AOL’s rights to terminate Services, to the extent such remedies are triggered by events that also trigger by Level 3’s failure to reach the milestones.