BEING TRAINED.
6
5.5
MARKETING SUPPORT.
AT THE REQUEST OF TELSTRA, VISTULA WILL
PROVIDE REASONABLE ASSISTANCE TO SUPPORT TELSTRA'S MARKETING EFFORTS TO
POTENTIAL CUSTOMERS TO THE EXTENT THAT VISTULA HAS AVAILABLE ADEQUATE PERSONNEL
AND OTHER NECESSARY RESOURCES TO PROVIDE SUCH ASSISTANCE.
WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, IF REQUESTED BY TELSTRA, VISTULA SHALL (I) ATTEND
SALES CALLS AND/OR PRESENTATIONS WITH TELSTRA AS REASONABLY REQUESTED BY TELSTRA
GIVING NOT LESS THAN TWO (2) DAYS' WRITTEN NOTICE AND AGREED TO BY VISTULA IN
CONNECTION WITH THE PRESENTATION OF PRODUCTS TO POTENTIAL TELSTRA CUSTOMERS;
(II) PROVIDE REASONABLE SUPPORT AND AID IN ANY RESPONSE TO A REQUEST FOR
PROPOSAL ISSUED BY A POTENTIAL TELSTRA CUSTOMER TO WHICH A RESPONSE IS PREPARED
BY TELSTRA INVOLVING ONE OR MORE PRODUCTS; AND (III) PROVIDE REASONABLE SUPPORT
AND ASSISTANCE WITH ANY FIELD TRIAL OF ONE OR MORE PRODUCTS WITH ANY POTENTIAL
TELSTRA CUSTOMER.
VISTULA SHALL KEEP TELSTRA REASONABLY INFORMED OF THE STATUS
OF SIGNIFICANT PRODUCT ENHANCEMENTS OR NEW PRODUCTS.
5.6
TECHNICAL SUPPORT AND ASSISTANCE.
VISTULA WILL PROVIDE TELSTRA
WITH TECHNICAL SUPPORT AND ASSISTANCE INCLUDING REMOTE DIAGNOSTICS, PRODUCT
ADVICE AND UPGRADES.
THE PROVISION OF TECHNICAL SERVICES ARE MORE PARTICULARLY
SET OUT IN EXHIBIT D AND WILL BE SUBJECT TO THE TERMS OF A MORE DETAILED SERVICE
LEVEL AGREEMENT TO BE AGREED BETWEEN THE PARTIES BY 1ST JANUARY 2006 (THE
"SERVICE LEVEL AGREEMENT"), SUCH SERVICE LEVEL AGREEMENT TO INCLUDE TIMESCALES
FOR VISTULA TO RESPOND, RESTORE AND RESOLVE CRITICAL, URGENT, FUNCTIONAL
NON-URGENT AND COSMETIC NON-URGENT FAULTS AND SHALL PROVIDE FOR SERVICE LEVEL
REBATES TO BE PROVIDED TO TELSTRA IN THE EVENT THAT THERE IS A FAILURE BY
VISTULA TO COMPLY WITH SUCH TIMESCALES.
THE SERVICE LEVEL AGREEMENT SHALL ALSO
INCLUDE TELSTRA'S RIGHTS TO TERMINATE ITS OBLIGATION NOT TO PROMOTE, MARKET OR
DISTRIBUTE COMPETING PRODUCTS OR SERVICES AS SET OUT IN SECTION 4.2.3, IN THE
EVENT OF VISTULA'S FAILURE TO ACHIEVE ITS OBLIGATIONS UNDER THE SERVICE LEVEL
AGREEMENT.
5.7
PRODUCT DEVELOPMENT SUPPORT. VISTULA WILL, AT ITS SOLE EXPENSE,
PROVIDE SUCH REASONABLE ASSISTANCE TO TELSTRA TO ASSIST TELSTRA IN DEVELOPING
ITS SERVICE OFFERING AND INTEGRATED VOIP PRODUCT AND PORTAL, INCORPORATING THE
PRODUCTS.
5.8
INITIAL PRODUCT DEVELOPMENT.
VISTULA WILL, AT ITS SOLE EXPENSE,
ENSURE THAT THE PRODUCT IS WORKING TO TELSTRA'S SPECIFICATION AND HAS THE
WORKING FEATURES AND FUNCTIONALITY EXPECTED FROM A PRODUCT OF THIS TYPE, THE
DETAILED SPECIFICATION TO BE AGREED BETWEEN THE PARTIES.
TELSTRA WILL PROVIDE
VISTULA DETAILS OF THE DETAILED SPECIFICATION REQUIRED IN ORDER FOR INITIAL
PRODUCT DEVELOPMENT TO BE COMPLETED AND COMMERCIAL LAUNCH TO TAKE PLACE.
FOR
THE PURPOSES OF THIS AGREEMENT, "COMMERCIAL LAUNCH" SHALL OCCUR ON THE EARLIER
OF:
(I) THE DATE FOR SUCH COMMERCIAL LAUNCH AS AGREED BETWEEN THE PARTIES, OR
(II) TELSTRA ENTERING INTO A CONTRACT FOR THE SUPPLY OF SERVICES TO A TELSTRA
CUSTOMER WHICH REQUIRES THE TELSTRA CUSTOMER TO PAY FOR THE SERVICES.
6.
ORDERS AND PAYMENTS.
6.1
PRICES.
TELSTRA SHALL HAVE THE SOLE RIGHT TO ESTABLISH PRICES FOR
ITS DISTRIBUTION OF THE PRODUCTS TO TELSTRA CUSTOMERS.
6.2
PAYMENTS.
TELSTRA SHALL PAY VISTULA