Common use of Primary Offering Clause in Contracts

Primary Offering. VAR agrees that, during the term of this Agreement, VAR (i) will aggressively promote VAR’s Value-Added Utility Solution as VAR’s preferred and primary system offering for residential and light commercial metering applications over, without limitation, VAR’s own Legacy Systems and Competitive Products (as such terms are defined below); (ii) will publicly announce (subject to Section 6.2) and promote VAR’s Value-Added Utility Solution and the NES System as its new, strategic and long-term direction for utility solutions; (iii) will use best efforts to maximize sales of VAR’s Value-Added Utility Solution to Utilities and to convince Utilities of the value of the NES System; and (iv) will give ECHELON at least ninety (90) days notice prior to entering into a joint venture, co-marketing, reseller, distribution, OEM, value added reseller or other relationship with a third party to develop, have developed, offer for sale, sell or resell (on its behalf or on behalf of a third party) Competitive Products. For purpose of this Agreement, “Competitive Products” means networked meter systems or components thereof that are functionally similar to or competitive with the NES System or any Hardware or Software components thereof that are marketed for use in residential or light commercial settings, but in any case excluding products and services functionally similar to components of the NES System which are targeted for use in heavy commercial and industrial settings. VAR’s marketing and sales support shall include maintaining a demonstration implementation of VAR’s Value-Added Utility Solution for promotion to prospective Utilities, as well as for training. VAR shall make the demonstration implementation available for use by ECHELON for marketing and other purposes upon reasonable notice and during normal business hours.