Common use of Order Falloff Clause in Contracts

Order Falloff. ▇▇▇▇▇▇▇▇▇.▇▇▇ may terminate this Agreement, upon thirty (30) days prior written notice to Client, in the event that, as calculated on an annual basis, the Order Falloff Percentage (as defined below) for Orders (as defined in Exhibit D) exceeds the lesser of (i) Client’s historical Order Falloff Percentage, as reported to ▇▇▇▇▇▇▇▇▇.▇▇▇ within thirty (30) days following the commencement of each calendar year during the Term and (ii) fifteen percent (15%). For purposes hereof, the “Order Falloff Percentage” shall mean the percentage of Orders executed by Customers of Client that, do not result in Delivered Sales (as defined in Exhibit D). Any surveys used to determine the reason for Order Falloff shall be subject to the reasonable review and approval of Client.