Common use of Maintenance and Modifications Clause in Contracts

Maintenance and Modifications. With respect to maintenance and modifications to the Interface, the DealerTrack System and the CMSI System, the parties shall perform their respective responsibilities as set forth in this Section 4. (a) In the event that DealerTrack makes any generally released modifications to DealerTrack Software, and such modifications make changes to the CMSI System necessary or advisable, DealerTrack shall give CMSI at least thirty (30) days prior written notice of the modifications; provided, that, DealerTrack may give less notice if such modification is necessary to comply with applicable law. With respect to such changes to the CMSI System, in DealerTrack's discretion; (i) DealerTrack shall be responsible, at its expense, for making necessary or advisable changes to the DealerTrack System prior to releasing the modifications to such DealerTrack Software, and (ii) CMSI shall be responsible, at its expense, for making the necessary or advisable changes to the CMSI System. The parties shall establish a mutually agreeable schedule for making such changes properly and in a timely manner. The foregoing notwithstanding, DealerTrack shall not be responsible for any interruption in CMSI's or any Shared Financial Institution's use of the Service prior to CMSI's implementation of the appropriate changes to the CMSI System or caused by CMSI's failure to implement the appropriate changes to the CMSI System. (b) If any Shared Financial Institution desires to subscribe to any Additional Product, the parties will consult with each other as reasonably necessary to amend the Interface Development Schedule (including, without limitation, by setting forth the parties' respective responsibilities and the schedule for completion of such responsibilities) with respect to the Interface development for such Additional Product. CMSI shall be responsible for costs associated with modification or further development of the CMSI Interface Components and the CMSI System and DealerTrack shall be responsible for costs associated with modification or further development of the DealerTrack Interface Components and the DealerTrack System. Both parties shall proceed with their respective responsibilities set forth in the amended 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 Interface development so that the CMSI System is capable of interfacing with the DealerTrack System so as to transmit or receive Data through the applicable Additional Product component of the Service. DealerTrack may, in its sole discretion, amend or modify the Lender Requirements Document to include requirements associated with any Additional Product. (c) In addition to changes to the CMSI System required as a result of a generally released modification to the DealerTrack Software as set forth in Section 4(a) or an Additional Product as set forth in Section 4(b), CMSI shall be responsible, from time to time, for making necessary changes to the CMSI System in order to maintain CMSI's and Shared Financial Institutions' current level of functionality.

Maintenance and Modifications. With respect to maintenance and modifications to the Interface, the DealerTrack System and the CMSI System, the parties shall perform their respective responsibilities as set forth in this Section 4. . (a) In the event that DealerTrack makes any generally released modifications to DealerTrack Software, and such modifications make changes to the CMSI System necessary or advisable, DealerTrack shall give CMSI at least thirty (30) days prior written notice of the modifications; provided, that, DealerTrack may give less notice if such modification is necessary to comply with applicable law. With respect to such changes to the CMSI System, in DealerTrack's discretion; (i) DealerTrack shall be responsible, at its expense, for making necessary or advisable changes to the DealerTrack System prior to releasing the modifications to such DealerTrack Software, and (ii) CMSI shall be responsible, at its expense, for making the necessary or advisable changes to the CMSI System. The parties shall establish a mutually agreeable schedule for making such changes properly and in a timely manner. The foregoing notwithstanding, DealerTrack shall not be responsible for any interruption in CMSI's or any Shared Financial Institution's use of the Service prior to CMSI's implementation of the appropriate changes to the CMSI System or caused by CMSI's failure to implement the appropriate changes to the CMSI System. (b) If any Shared Financial Institution desires to subscribe to any Additional Product, the parties will consult 4 <PAGE> with each other as reasonably necessary to amend the Interface Development Schedule (including, without limitation, by setting forth the parties' respective responsibilities and the schedule for completion of such responsibilities) with respect to the Interface development for such Additional Product. CMSI shall be responsible for costs associated with modification or further development of the CMSI Interface Components and the CMSI System and DealerTrack shall be responsible for costs associated with modification or further development of the DealerTrack Interface Components and the DealerTrack System. Both parties shall proceed with their respective responsibilities set forth in the amended 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 Interface development so that the CMSI System is capable of interfacing with the DealerTrack System so as to transmit or receive Data through the applicable Additional Product component of the Service. DealerTrack may, in its sole discretion, amend or modify the Lender Requirements Document to include requirements associated with any Additional Product. (c) In addition to changes to the CMSI System required as a result of a generally released modification to the DealerTrack Software as set forth in Section 4(a) or an Additional Product as set forth in Section 4(b), CMSI shall be responsible, from time to time, for making necessary changes to the CMSI System in order to maintain CMSI's and Shared Financial Institutions' current level of functionality. 5. Responsibilities of DealerTrack Relating to On-Going Operation of the Service. In addition to DealerTrack's obligations under Section 3 and 4 above, with respect to the on-going operation of the Service, DealerTrack shall perform its responsibilities as set forth in this Section 5. (a) DealerTrack shall use commercially reasonable efforts to maintain the DealerTrack System so that, subject to CMSI's performance of its obligations under this Agreement, the CMSI System shall be capable of receiving Data from, and transmitting Data to, the DealerTrack Computer. (b) DealerTrack shall use commercially reasonable efforts to provide appropriate resources including technical, implementation and program management support to establish and maintain the DealerTrack Site and the Service.