Common use of Licensed Data Reductions Clause in Contracts

Licensed Data Reductions. Notwithstanding any language to the contrary set forth in this Agreement, beginning on the first anniversary of the Effective Date, if (i) the total volume of Licensed Data that constitutes prescription or medical transactions (excluding EMR Data (as defined below)) for any contract year during the Term declines by more than ten percent (10%) from the Baseline Volumes (as defined below) set forth in Exhibit A (other than with respect to EMR Data), Company and Client agree to a reduction in the Base Fees (as defined below) for the applicable contract year consistent with the actual percentage decrease in total Licensed Data (i.e. a twelve percent (12%) decrease in total transactions will trigger a twelve percent (12%) decrease in the Base Fees for the applicable contract year, which shall be credited to Client within ninety (90) days of the end of the applicable contract year); and (ii) after the first anniversary of the Effective Date, (w) the total volume of Licensed Data that constitutes prescription or medical transactions (excluding EMR Data) for any contract year during the Term declines by more than twenty percent (20%) from the prior contract year, (x) the total volume of Licensed Data that constitutes prescription or medical transactions (excluding EMR Data) at anytime during the Term (calculated using the trailing six-month transaction volume annualized) is twenty-five percent (25%) less than the applicable Baseline Volume, (y) the total volume of Licensed Data that constitutes prescription data at any time during the Term (calculated using the trailing six-month prescription Licensed Data volume annualized) is twenty-five percent (25%) less than the Licensed Data that constitutes the Baseline Volume of prescription data, or (z) the total volume of Licensed Data that constitutes medical data at any time during the Term (calculated using the trailing six-month medical Licensed Data volume annualized) is twenty-five percent (25%) less than the Licensed Data that constitutes the Baseline Volume of medical data, Company and Client agree to negotiate a reduction in the Base Fees consistent with the value proposition change (it being understood that in no event shall such reduction be less than the reduction in Licensed Data relative to applicable Baseline Volume). If the parties cannot agree on a reduction in the Base Fees following such good faith negotiations, then Client may terminate the Agreement upon thirty (30) days’ written notice to Company and shall receive a pro rata refund for Base Fees paid with respect to any period of Licensed Data deficiency prior thereto.