Notice of Missing Functionality Sample Clauses

Notice of Missing Functionality. If VAR is unable to convince a Utility to accept the NES System or in good faith believes that the NES System cannot meet the technical or business requirements of a specific Utility, VAR will present to ECHELON a written summary of the “Missing Functionality” describing (i) the function(s) needed that the NES System does not supply, (ii) the volume of meters associated with the needed function(s), (iii) the timeframe in which the needed function(s) must be available in the NES System to meet the Utility’s needs, and (iv) an estimate of the incremental value of the needed function(s). ECHELON and VAR shall work together in good faith to determine if the Missing Functionality can be added to the NES System or if the Utility’s needs can be otherwise fulfilled through the NES System. If the parties cannot reach a mutually agreeable conclusion to this process after a reasonable period of time, VAR shall be free to offer Competitive Products to such Utility and such offer shall not be deemed to be in breach of this Section 4.3.