Common use of Leading Technology Clause in Contracts

Leading Technology. 8.1.1 The Company shall perform the Development and Operational Services and the Marketing Services: (i) in a professional and workmanlike manner in accordance with the highest applicable industry standards; (ii) in compliance with all Development and Operational Services and Marketing Services obligations and specifications set forth in this Agreement and its exhibits; and (iii) so that the technology used in connection with the Stuff Site and Mall Site is considered leading technology relative to other shopping portals and Internet mall hosting providers. In furtherance of the foregoing, FDMS may elect, at its sole cost and expense, no more frequently than twice in any twelve (12) month period, to cause a third Person to review and benchmark the technologies used in the Stuff Site and Mall Site to ensure that the same is equal to or better than the top ten percent (10%) of all providers of similar services. FDMS and the Company shall promptly agree on the identity of a third Person to perform such review and benchmark services. 8.1.2 If any review and benchmark reveals that the technology does not meet the foregoing standards, and such failure substantially impairs the ability of FDMS to: (i) service its current customers using the Development and Operational Services provided by the Company hereunder; or (ii) add additional customers to use the Development and Operational Services, FDMS shall notify the Company of the same, and the fees payable by FDMS hereunder shall be reduced by fifty percent (50%) commencing upon the Company's receipt of the notice of the failure provided by FDMS and ending on the date on which either: (a) the parties agree that such failure has been cured; or (b) an Arbitration Panel determines that such failure has been cured. If the Company fails to remedy such failure within six (6) months after FDMS' notification to the Company of the same, the Company shall pay FDMS for all reasonable conversion costs and expenses incurred by FDMS and its Affiliates associated with the deconversion of FDMS Merchants.

Leading Technology. 8.1.1 6.1.1 The Company shall perform the Development and Operational Services and the Marketing Services: (i) in a professional and workmanlike manner in accordance with the highest applicable industry standards; (ii) in compliance with all Development and Operational Services and Marketing Services obligations and specifications set forth in this Agreement and its exhibits; and (iii) so that the technology used in connection with the Stuff Site and Mall Site is considered leading technology relative to other shopping portals and Internet mall hosting providers. In furtherance of the foregoing, FDMS may elect, at its sole cost and expense, no more frequently than twice in any twelve (12) month period, to cause a third Person to review and benchmark the technologies used in the Stuff Site and Mall Site to ensure that the same is equal to or better than the top ten percent (10%) of all providers of similar services. FDMS and the Company shall promptly agree on the identity of a third Person to perform such review and benchmark services. 8.1.2 6.1.2 If any review and benchmark reveals that the technology does not meet the foregoing standards, and such failure substantially impairs the ability of FDMS to: (i) service its current customers using the Development and Operational Services provided by the Company hereunder; or (ii) add additional customers to use the Development and Operational Services, FDMS shall notify the Company of the same, and the fees payable by FDMS hereunder shall be reduced by fifty percent (50%) commencing upon the Company's receipt of the notice of the failure provided by FDMS and ending on the date on which either: (a) the parties agree that such failure has been cured; or (b) an Arbitration Panel determines that such failure has been cured. If the Company fails to remedy such failure within six (6) months after FDMS' notification to the Company of the same, the Company shall pay FDMS for all reasonable conversion costs and expenses incurred by FDMS and its Affiliates associated with the deconversion of FDMS Merchants.