Common use of Interface Use Clause in Contracts

Interface Use. With respect to the use of the Interface, DealerTrack and CMSI shall perform their respective responsibilities as set forth in this Section 3. (a) CMSI acknowledges that the sole purpose for DealerTrack's disclosure of the Lender Requirements Document to CMSI is to allow CMSI to develop and maintain the CMSI System in connection with CMSI's use of the Service under the terms of this Agreement. CMSI shall develop and maintain the CMSI Interface Components in accordance with the specifications, requirements, standards and formats in the Lender Requirements Document ("CMSI SYSTEM SPECIFICATIONS"). If the Lender Requirements Document was disclosed to CMSI under a separate confidentiality/non-disclosure agreement, then such disclosure is now governed by the terms of this Agreement, and the terms of such confidentiality/non-disclosure agreement with respect to the subject matter of this Agreement are hereby superseded by the terms of this Agreement. The Lender Requirements Document shall be considered the "Confidential Information" of DealerTrack, subject to Section 15 of this Agreement. (b) DealerTrack and CMSI shall cooperate reasonably and in good faith with respect to such issues that may arise from time to time in connection with the maintenance of and enhancement to 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 other than those specifically set forth in the Interface Development Schedule. If CMSI 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.

Interface Use. With respect to the use of the Interface, DealerTrack and CMSI shall perform their respective responsibilities as set forth in this Section 3. (a) CMSI acknowledges that the sole purpose for DealerTrack's disclosure of the Lender Requirements Document to CMSI is to allow CMSI to develop and maintain the CMSI System in connection with CMSI's use of the Service under the terms of this Agreement. CMSI shall develop and maintain the CMSI Interface Components in accordance with the specifications, requirements, standards and formats in the Lender Requirements Document ("CMSI SYSTEM SPECIFICATIONS"). If the Lender Requirements Document was disclosed to CMSI under a separate confidentiality/non-disclosure agreement, then such disclosure is now governed by the terms of this Agreement, and the terms of such confidentiality/non-disclosure agreement with respect to the subject matter of this Agreement are hereby superseded by the terms of this Agreement. The Lender Requirements Document shall be considered the "Confidential Information" of DealerTrack, subject to Section 15 of this Agreement. . (b) DealerTrack and CMSI shall cooperate reasonably and in good faith with respect to such issues that may arise from time to time in connection with the maintenance of and enhancement to 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 other than those specifically set forth in the Interface Development Schedule. If CMSI 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.