Common use of Upgrades and Modifications Clause in Contracts

Upgrades and Modifications. In order to ensure compatibility with, and optimum performance and robustness of, the Digital Content Network and the LLC Equipment (including hardware and software), LLC reserves the right to request of [Circuit A] the replacement, upgrade or modification of any [Circuit A] Equipment installed at any Theatre or the assistance with an upgrade to Software on [Circuit A] Equipment; provided that such requests are equally and timely communicated to each of [Circuit A], [Circuit B] and [Circuit C] (the “Upgrade Request”). In the event of an Upgrade Request, LLC shall provide [Circuit A] as much written notice as is reasonably practicable under the circumstances, but in no event less than ten (10) business days written notice. LLC and [Circuit A] will negotiate with each other in good faith on the terms of any Upgrade Requests, including cost sharing terms, if any. If LLC and [Circuit A] are not able to come to agreement about an Upgrade Request, LLC may elect to pay for the replacements, upgrades or modifications contained in the Upgrade Request including all reasonable incidental and incremental costs to [Circuit A], and [Circuit A] shall be obligated to permit LLC to perform all necessary work to fulfill the Upgrade Request, provided (i) there is no additional unreimbursed cost to it to accept such replacement, upgrade or modification and (ii) that such replacement, upgrade or modification does not unreasonably interfere with [Circuit A]’s theatre operations and does not include any replacement, upgrade or modification of [Circuit A] software without [Circuit A]’s express prior written consent. LLC agrees that, to the extent practicable, it will develop a system that seeks to minimize the need to enter the Theatres in order to update the Software.