APPLICABLE SOW SHALL GOVERN.
CLIENT SHALL PROMPTLY REVIEW, EVALUATE AND TEST EACH OF THE DELIVERABLES WITHIN
THE APPLICABLE TIME PERIOD SET FORTH IN AN SOW (AND, IF NO SUCH PERIOD IS
SPECIFIED IN THE SOW, THEN WITHIN THIRTY (45) DAYS FROM THE DATE THE DELIVERABLE
IS DELIVERED TO CLIENT, OR TO CLIENT'S CUSTOMER AS APPLICABLE) TO DETERMINE
WHETHER OR NOT SUCH DELIVERABLE SATISFIES THE APPLICABLE ACCEPTANCE CRITERIA IN
ALL MATERIAL RESPECTS.
FUTURA SHALL HAVE THE RIGHT TO REJECT ANY SOW, IN WHICH
EVENT, SUCH SOW SHALL NOT BE COUNTED IN SATISFYING THE ANNUAL MINIMUM PURCHASE,
IN WHICH EVENT CLIENT SHALL HAVE THE RIGHT TO PROCURE SERVICES FOR THE REJECTED
SOW PROVIDED IT IS AT THE SAME TERMS AND CONDITIONS AS OFFERED TO FUTURA.
1.3
MINIMUM PURCHASE REQUIREMENTS.
FUTURA SHALL HAVE THE EXCLUSIVE RIGHT TO
PERFORM THE SERVICES FOR THE CLIENT IN EXCHANGE FOR THE FEES SET FORTH IN
SECTION 3 BELOW UNTIL THE EARLIER OF (I) TERMINATION OF THIS AGREEMENT PURSUANT
TO SECTION 9.2 HEREIN OR (II) THE FULFILLMENT OF SOWS IN THE AMOUNT OF
$1,500,000 FOR EACH CALENDAR YEAR DURING THE TERM (AS HEREINAFTER DEFINED) (THE
"ANNUAL MINIMUM PURCHASE"), INCLUDING A PRO RATA PORTION OF SUCH ANNUAL MINIMUM
PURCHASE AMOUNT FOR ANY PARTIAL CALENDAR YEAR DURING THE TERM.
AFTER THE ANNUAL
MINIMUM PURCHASE FOR SUCH TWELVE MONTH PERIOD IS ACHIEVED, THE CLIENT MAY USE
OTHER
2
PROVIDERS TO PERFORM THE SERVICES FOR SUCH YEAR, PROVIDED FUTURA SHALL BE GIVEN
THE RIGHT TO PERFORM THE SERVICES ON THE SAME TERMS AND CONDITIONS OF SUCH OTHER
PROVIDERS WITH THE CONSENT OF THE CLIENT NOT TO BE UNREASONABLY WITHHELD.
1.4
RIGHT TO PERFORM SERVICES FOR OTHERS.
SUBJECT TO THE REQUIREMENTS OF
SECTION 5.3 HEREOF, FUTURA MAY PERFORM SERVICES THAT ARE THE SAME OR
SUBSTANTIALLY SIMILAR TO THE SERVICES FOR OTHER FUTURA CLIENTS.
SUBJECT TO THE
REQUIREMENTS OF SECTION 5.3 HEREOF, THIS AGREEMENT SHALL NOT PREVENT OR LIMIT
FUTURA FROM USING ANY OF ITS PERSONNEL, EQUIPMENT, FACILITIES OR TECHNOLOGY FOR
SUCH PURPOSES.
1.5
USE OF SUBCONTRACTORS.
CLIENT ACKNOWLEDGES THAT FUTURA SHALL HAVE THE
RIGHT TO ENGAGE SUBCONTRACTORS IN THE PERFORMANCE OF ANY OF THE SERVICES
HEREUNDER, PROVIDED THAT NO SUBCONTRACTING SHALL RELEASE FUTURA FROM ITS
RESPONSIBILITY FOR ITS OBLIGATIONS UNDER THIS AGREEMENT.
FUTURA SHALL BE
RESPONSIBLE FOR THE WORK AND ACTIVITIES OF ANY SUBCONTRACTOR, INCLUDING
COMPLIANCE WITH THE TERMS OF THIS AGREEMENT.
FUTURA SHALL BE RESPONSIBLE FOR
ALL PAYMENTS TO ITS SUBCONTRACTORS.
2.
CHANGES IN SERVICES
2.1
ADDITIONAL SERVICES.
THE PARTIES MAY AGREE FROM TIME TO TIME FOR FUTURA TO
PERFORM ADDITIONAL SERVICES AND FUNCTIONS (THE "ADDITIONAL SERVICES").
THE
PERFORMANCE OF SUCH ADDITIONAL SERVICES SHALL BE GOVERNED BY THIS AGREEMENT
DURING THE TERM, AND THE TERMS AND CONDITIONS OF SUCH ADDITIONAL SERVICES SHALL
BE REFLECTED IN AN AMENDED OR NEW SOW SIGNED BY BOTH PARTIES.
2.2
EXCUSABLE DELAYS AND FAILURES.
FUTURA, OR ITS SUBCONTRACTORS ENGAGED TO
PERFORM THE SERVICES, WILL BE EXCUSED FROM DELAYS IN PERFORMING, OR FROM A
FAILURE TO PERFORM,
TO THE EXTENT THAT SUCH DELAYS OR FAILURES ARE CAUSED