NRTC Role Sample Clauses

NRTC Role. NRTC shall complete each of the following tasks and --------- responsibilities: (a) Marketing to Members. NRTC shall market and attempt to sell the -------------------- right to distribute the DBS Distribution Services (as defined below in Section 2) to all Members of NRTC. The term "Members" means (i) the members of NRTC listed on Exhibit 1.01(a)-1, which Exhibit is current as of this date and may be amended by NRTC from time to time to reflect additions and deletions of such members, (ii) certain non-locally owned and operated telephone or utility companies that serve the NRTC Territories and are listed on Exhibit 1.01(a)-1, and (iii) prospective members of NRTC that are mutually agreed upon by the parties and are listed on Exhibit 1.01(a)-1. NRTC shall encourage and promote each such Member's execution of a Member Contract (defined below in Section 1.01(b)). The Member Contract shall be executed by Committed Members in substantially identical form and shall include the provisions set forth in Section 1.01(b). NRTC may use persons and entities other than Members to distribute the DBS Distribution Services; provided that any such distributor shall be bound by an agreement between NRTC and such distributor (with HCG as an intended third party beneficiary) substantially similar to the Member Contract, whose form shall be agreed to by HCG and NRTC in each party's sole discretion and executed (or agreed to, as applicable) by HCG, NRTC and such distributor in each party's sole discretion (such discretion of HCG and NRTC not to be arbitrarily exercised). Any such distributor bound by such an agreement shall be deemed a "Committed Member" for all purposes of this Agreement. NRTC shall consult with HCG with respect to, and provide HCG with information regarding, any such marketing efforts and provide HCG with reasonable notice of and an opportunity to participate in such efforts. In any case, however, such marketing shall be conducted in NRTC's sole discretion and NRTC shall be solely responsible for such marketing obligations. As part of such marketing efforts, NRTC shall encourage early execution of the Member Contract by Members through the implementation of an "early sign-up" incentive plan as set forth in Exhibit 1.01(a)-2.