Common use of Interface Development Clause in Contracts

Interface Development. With respect to the development of the Interface, DealerTrack and Lender shall perform their respective responsibilities as set forth in this Section 3. a. Immediately after the Effective Date, both parties shall consult with each other on a continuing basis and as reasonably necessary to finalize the Interface Development Schedule, with the objective of finalizing the Interface Development Schedule as soon as possible and no later than 30 days after the Effective Date which will be attached as Exhibit C. The form of the Interface Development Schedule sets forth the respective responsibilities of each party relating to the development, testing and acceptance of the Interface. The Interface Development Schedule with respect to development, testing and acceptance of the Interface for Lender, the parties have established the date on which they shall commence work on their respective responsibilities (the "Interface Development Schedule Commencement Date") and the schedule for completion of such responsibilities. Both parties shall proceed with their respective responsibilities as set forth in the Interface Development Schedule in a diligent manner and shall use commercially reasonable efforts to allocate such skilled personnel and other resources to the project as shall be necessary to complete the development of the Interface so that the Acceptance Date occurs according to Exhibit C. b. DealerTrack has either provided the Interface Requirements Document to Lender under a separate Non-Disclosure Agreement between the parties, or shall provide the Interface Requirements Document to Lender following the Effective Date. Lender acknowledges that the sole purpose for DealerTrack's disclosure of the Interface Requirements Document to Lender is to allow Lender to develop and maintain the Lender Interface Software Components and changes to the Lender System in connection with Lender's use of the Service under the terms of this Agreement. If the Interface Requirements Document was disclosed to Lender under a separate Non-Disclosure Agreement, then such disclosure is now governed by the terms of this Agreement, and the terms of such Non-Disclosure Agreement with respect to the subject matter of this Agreement are hereby superseded by the terms of this Agreement. c. DealerTrack and Lender shall cooperate reasonably and in good faith with respect to such issues that may arise from time to time in connection with the development of the Interface, to the extent that specific responsibility has not been designated to one party or the other in this Agreement. The foregoing notwithstanding, unless otherwise agreed in writing, DealerTrack shall not be required to incur any expenses or costs in connection with any tasks which would normally be performed by the Lender and the Lender seeks DealerTrack to perform these tasks on the Lender's behalf. If Lender requires DealerTrack to perform any such tasks and DealerTrack agrees, the parties agree to negotiate in good faith the terms and related costs (if any) associated with such tasks. d. The parties shall use their best efforts to cause the performance dates and the Acceptance Date to occur by the dates established in Exhibit C.

Interface Development. With respect to the development of the Interface, DealerTrack and Lender shall perform their respective responsibilities as set forth in this Section 3. a. Immediately after the Effective Date, both parties shall consult with each other on a continuing basis and as reasonably necessary to finalize the Interface Development Schedule, with the objective of finalizing the Interface Development Schedule as soon as possible possible, and no later than 30 thirty (30) days after the Effective Date which will be attached as Exhibit C. Date. The form of the Interface Development Schedule sets shall set forth the respective responsibilities of each party relating to the development, testing and acceptance development of the Interface. The To finalize the Interface Development Schedule with respect to development, testing and acceptance development of the Interface for Lender, the parties have established shall establish the date on which they shall commence work on their respective responsibilities (the "Interface Development Schedule Commencement Date") and the schedule for completion of such responsibilities. Upon finalization and execution by the parties of the Interface Development Schedule, the Interface Development Schedule shall become a part of this Agreement as Exhibit C and shall be binding on both parties. Both parties shall proceed with their respective responsibilities as set forth in the Interface Development Schedule in a diligent manner and shall use commercially reasonable efforts to allocate such skilled personnel and other resources to the project as shall be necessary to complete the development of the Interface so that the Acceptance Date occurs according to Exhibit C.within one hundred and twenty (120) days of the Interface Development Schedule Commencement Date. b. DealerTrack has either provided the Interface Requirements Document to Lender under a separate Non-Disclosure Agreement between the parties, or shall provide the Interface Requirements Document to Lender following the Effective Date. Lender acknowledges that the sole purpose for DealerTrack's disclosure of the Interface Requirements Document to Lender is to allow Lender to develop and maintain the Lender Interface Software Components and changes to the Lender System in connection with Lender's use of the Service under the terms of this Agreement. If the Interface Requirements Document was disclosed to Lender under a separate Non-Disclosure Agreement, then such disclosure is now governed by the terms of this Agreement, and the terms of such Non-Disclosure Agreement with respect to the subject matter of this Agreement are hereby superseded by the terms of this Agreement. c. DealerTrack and Lender shall cooperate reasonably and in good faith with respect to such issues that may arise from time to time in connection with the development of the Interface, to the extent that specific responsibility has not been designated to one party or the other in this Agreement. The foregoing notwithstanding, unless otherwise agreed in writing, DealerTrack shall not be required to incur any expenses or costs in connection with such cooperation to the extent that such cooperation requires its involvement in any tasks which would normally be performed by other than those specifically set forth in the Lender and the Lender seeks DealerTrack to perform these tasks on the Lender's behalfInterface Development Schedule. If Lender requires DealerTrack to perform any such tasks and DealerTrack agrees, the parties agree to negotiate in good faith the terms and related costs (if any) associated with such tasks. d. The parties shall use their best efforts to cause the performance dates and the Acceptance Date to occur by the dates established in Exhibit C.earlier of (i) one hundred and twenty (120) days after the Interface Development Schedule Commencement Date, or (ii) one hundred and fifty (150) days after the Effective Date.

Interface Development. With respect to the development of the Interface, DealerTrack and Lender shall perform their respective responsibilities as set forth in this Section 3. a. Immediately after the Effective Date, both parties shall consult with each other on a continuing basis and as reasonably necessary to finalize the Interface Development Schedule, with the objective of finalizing the Interface Development Schedule as soon as possible possible, and no later than 30 thirty (30) days after the Effective Date which will be attached as Exhibit C. Date. The form of the Interface Development Schedule sets shall set forth the respective responsibilities of each party relating to the development, testing and acceptance development of the Interface. The To finalize the Interface Development Schedule with respect to development, testing and acceptance development of the Interface for Lender, the parties have established shall establish the date on which they shall commence work on their respective responsibilities (the "Interface Development Schedule Commencement Date") 5 of 49 and the schedule for completion of such responsibilities. Upon finalization and execution by the parties of the Interface Development Schedule, the Interface Development Schedule shall become a part of this Agreement as Exhibit C and shall be binding on both parties. Both parties shall proceed with their respective responsibilities as set forth in the Interface Development Schedule in a diligent manner and shall use commercially reasonable efforts to allocate such skilled personnel and other resources to the project as shall be necessary to complete the development of the Interface so that the Acceptance Date occurs according to Exhibit C.within one hundred and twenty (120) days of the Interface Development Schedule Commencement Date. b. DealerTrack has either provided the Interface Requirements Document to Lender under a separate Non-Disclosure Agreement between the parties, or shall provide the Interface Requirements Document to Lender following the Effective Date. Lender acknowledges that the sole purpose for DealerTrack's disclosure of the Interface Requirements Document to Lender is to allow Lender to develop and maintain the Lender Interface Software Components and changes to the Lender System in connection with Lender's use of the Service under the terms of this Agreement. If the Interface Requirements Document was disclosed to Lender under a separate Non-Disclosure Agreement, then such disclosure is now governed by the terms of this Agreement, and the terms of such Non-Disclosure Agreement with respect to the subject matter of this Agreement are hereby superseded by the terms of this Agreement. c. DealerTrack and Lender shall cooperate reasonably and in good faith with respect to such issues that may arise from time to time in connection with the development of the Interface, to the extent that specific responsibility has not been designated to one party or the other in this Agreement. The foregoing notwithstanding, unless otherwise agreed in writing, DealerTrack shall not be required to incur any expenses or costs in connection with such cooperation to the extent that such cooperation requires its involvement in any tasks which would normally be performed by other than those specifically set forth in the Lender and the Lender seeks DealerTrack to perform these tasks on the Lender's behalfInterface Development Schedule. If Lender requires DealerTrack to perform any such tasks and DealerTrack agrees, the parties agree to negotiate in good faith the terms and related costs (if any) associated with such tasks. d. The parties shall use their best efforts to cause the performance dates and the Acceptance Date to occur by the dates established in Exhibit C.earlier of (i) one hundred and twenty (120) days after the Interface Development Schedule Commencement Date, or (ii) one hundred and fifty (150) days after the Effective Date.