COOPERATION AND SHALL TRANSFER TO
BUYER ANY TECHNICAL INFORMATION, IN EACH CASE AS REASONABLY NECESSARY FOR BUYER
TO IMPLEMENT SUCH REPLACEMENT GATEWAY WITHIN THE FOREGOING TIMEFRAME.
2.5
WEBSITE.
(A)
SELLER CURRENTLY USES A WEBSITE LOCATED AT THE DOMAIN NAME
"" TO PROVIDE INTEGRAL SERVICES TO CUSTOMERS OF THE
TRACKWARE PRODUCT LINE AND 20/20V PRODUCT LINE.
PROMPTLY AFTER CLOSING, BUYER
SHALL DISPLAY THE CONTENT OF THIS WEBSITE, WHICH HAS BEEN TRANSFERRED TO BUYER
PURSUANT TO THE PURCHASE AGREEMENT, UNDER A NEW DOMAIN NAME OF BUYER'S CHOOSING
(THE "NEW WEBHOST WEBSITE") AND SELLER SHALL PROVIDE BUYER WITH TECHNICAL
ASSISTANCE REASONABLY NECESSARY FOR BUYER TO IMPLEMENT THE NEW WEBHOST WEBSITE.
UNTIL BUYER DISPLAYS SUCH CONTENT AT THE NEW WEBHOST WEBSITE, SELLER SHALL ALLOW
BUYER TO CONTINUE TO DISPLAY SUCH CONTENT AT "."
(B)
SELLER SHALL, AT ITS OWN EXPENSE, MAINTAIN THE ""
REGISTRATION AND, WITHIN TWO (2) BUSINESS DAYS AFTER INSTRUCTION BY BUYER TO DO
SO, SELLER SHALL DISPLAY CONTENT AT SUCH WEBSITE THAT AUTOMATICALLY REDIRECTS
USERS TO THE NEW WEBHOST WEBSITE AND NOTIFIES USERS OF THE DOMAIN NAME THE NEW
WEBHOST WEBSITE (THE "LINK CONTENT").
SELLER SHALL CONTINUE TO DISPLAY THE LINK
CONTENT AT THE "" WEBSITE UNTIL THE FIRST ANNIVERSARY OF
THE CLOSING.
WITHIN FIVE (5) BUSINESS DAYS AFTER CLOSING, SELLER SHALL PROVIDE
A DRAFT VERSION OF THE LINK CONTENT TO BUYER FOR REVIEW AND COMMENT.
SELLER
SHALL INCORPORATE ALL SUGGESTIONS AND CHANGES REASONABLY REQUESTED BY BUYER TO
THE LINK CONTENT.
SELLER SHALL NOT DISPLAY ANY CONTENT AT
"" THAT HAS NOT BEEN PREVIOUSLY APPROVED BY BUYER IN
WRITING.
TO THE EXTENT THAT BUYER TAKES LONGER THAN TWO (2) BUSINESS DAYS TO
PROVIDE SUGGESTIONS AND COMMENTS TO SELLER WITH RESPECT TO THE PROPOSED LINK
CONTENT OR TO NOTIFY
* Confidential information.
Information has been redacted.
6
SELLER THAT IT HAS NO SUCH SUGGESTIONS OR COMMENTS, THE TIMEFRAME IN WHICH
SELLER SHALL BE REQUIRED TO DISPLAY THE LINK CONTENT SHALL BE EXTENDED.
(C)
THE PARTIES SHALL COOPERATE AND COMMUNICATE WITH RESPECT TO THE ACTIVITIES
SET FORTH IN THIS SECTION 2.5 SUCH THAT ANY LAG TIME BETWEEN WHEN THE NEW
WEBHOST WEBSITE BECOMES AVAILABLE FOR USE BY CUSTOMERS AND WHEN THE LINK CONTENT
IS DISPLAYED AT "" SHALL BE ELIMINATED OR MINIMIZED TO
THE GREATEST EXTENT POSSIBLE AND THAT ANY SUCH LAG TIME SHALL OCCUR DURING NON
PEAK-USE HOURS.
3.
TRANSITION OF THE BUSINESS IN GENERAL.
3.1
CUSTOMER CARE.
(A)
CUSTOMER INQUIRIES.
SELLER SHALL PROMPTLY REFER ALL INQUIRES IT RECEIVES
FROM CUSTOMERS OR POTENTIAL CUSTOMERS OF THE BUSINESS (INCLUDING THE HM5000
CUSTOMERS), E.G., ALL REQUESTS FOR "CUSTOMER CARE," TECHNICAL SUPPORT, BILLING
INQUIRES, WARRANTY SERVICE OR NON-WARRANTY SERVICE, WHETHER WRITTEN OR VERBAL,
IN EACH CASE WITH RESPECT TO THE BUSINESS, TO A BUYER CUSTOMER CARE
REPRESENTATIVE AND BUYER SHALL HAVE THE SOLE RIGHT TO RESPOND TO ALL SUCH
INQUIRIES.
(B)
CUSTOMER PHONE CALLS.
ALL TELEPHONE NUMBERS TO WHICH THE CUSTOMERS OF THE
BUSINESS (INCLUDING THE HM5000 CUSTOMERS) HAVE BEEN DIRECTED FOR CUSTOMER OR
TECHNICAL SUPPORT INQUIRIES, INCLUDING THOSE NUMBERS LISTED IN THE