FOR THE PRODUCTS, ENGAGE IN ANY ADVERTISING OR
PROMOTIONAL ACTIVITIES RELATING TO THE PRODUCTS, OR MARKET OR SOLICIT ORDERS FOR
THE PRODUCTS BY ANY MEANS, INCLUDING, WITHOUT LIMITATION, BY MEANS OF MAIL ORDER
CATALOGS OR SIMILAR MEANS, OUTSIDE OF THE TERRITORY, WITHOUT THE CONSENT OF
VISTULA, SUCH CONSENT NOT TO BE UNREASONABLY WITHHELD OR DELAYED.
NOTWITHSTANDING THE PRECEDING SENTENCE, TELSTRA AND ITS AFFILIATES MAY
SUBLICENSE (ON A NON-EXCLUSIVE BASIS) AN INDIVIDUAL OR ENTITY WITH ITS PRINCIPAL
PLACE OF BUSINESS WITHIN THE TERRITORY FOR DISTRIBUTION TO SITES OR USE BY
EMPLOYEES, AGENTS OR CUSTOMERS OF THAT INDIVIDUAL OR ENTITY LOCATED OUTSIDE OF
THE TERRITORY.
TELSTRA SHALL NOT EXERCISE ANY RIGHTS AND LICENSES WITH RESPECT
TO THE PRODUCTS EXCEPT THOSE SPECIFICALLY GRANTED TO TELSTRA UNDER THIS
AGREEMENT.
3.3
COMMUNICATION.
THE PARTIES SHALL COMMUNICATE REGULARLY DURING THE
TERM OF THIS AGREEMENT REGARDING THE STATUS OF THEIR JOINT EFFORTS TO MARKET THE
PRODUCTS, AND SHALL WORK TOGETHER TO DEVELOP AND MAINTAIN AN ACTION PLAN
RELATING TO THEIR OBLIGATIONS UNDER THIS AGREEMENT.
THE PARTIES SHALL MEET AT
LEAST QUARTERLY TO ASSESS THE RESULTS OF THEIR ACTIVITIES UNDER THIS AGREEMENT
AND THE STATUS OF THEIR RELATIONSHIP.
3.4
EUROPEAN SOFTWARE DIRECTIVE.
IF THE PROVISIONS OF THE COUNCIL OF
EUROPEAN COMMUNITIES DIRECTIVE OF MAY 14, 1991 ON THE LEGAL PROTECTION OF
COMPUTER PROGRAMS AS IMPLEMENTED IN APPLICABLE NATIONAL LEGISLATION (THE
"SOFTWARE DIRECTIVE") APPLY TO USE OF A PRODUCT BY TELSTRA, ITS AFFILIATES OR A
TELSTRA CUSTOMER, AND IF TELSTRA, ANY OF ITS AFFILIATES OR A TELSTRA CUSTOMER
WISHES TO OBTAIN THE INFORMATION NECESSARY TO ACHIEVE INTEROPERABILITY OF AN
INDEPENDENTLY CREATED COMPUTER PROGRAM WITH A PRODUCT AS PERMITTED UNDER ARTICLE
6 OF THE SOFTWARE DIRECTIVE ("INTEROPERABILITY INFORMATION"), THEN TELSTRA WILL
NOTIFY VISTULA IN WRITING, SPECIFYING THE NATURE OF THE INTEROPERABILITY
INFORMATION IT NEEDS AND THE PURPOSE FOR WHICH IT WILL BE USED. IF VISTULA
REASONABLY DETERMINES THAT TELSTRA, ITS AFFILIATE OR THE TELSTRA CUSTOMER IS
ENTITLED TO SUCH INTEROPERABILITY INFORMATION UNDER ARTICLE 6, VISTULA SHALL, AT
ITS OPTION AND SUBJECT TO THE NETYANTRA AGREEMENT, (I) PROVIDE SUCH INFORMATION
TO TELSTRA, ITS AFFILIATE OR THE
3
Telstra Customer or (ii) authorize Telstra, its Affiliate or the Telstra
Customer to reverse engineer the Product, within the limits prescribed by
Article 6, solely to the extent indispensable to obtain such Interoperability
Information.
If Telstra elects clause (i), subject to the NetYantra Agreement,
Vistula shall provide all information and assistance reasonably requested by
Telstra to enable Telstra to perform clause (i), and Vistula may charge Telstra
a reasonable fee, determined in Vistula's reasonable discretion, for making
available the requested Interoperability Information, unless such a fee is
prohibited under Article 6.
3.5
SERVICE CUSTOMERS.
IF TELSTRA LICENSES A COPY OF A PRODUCT FROM
VISTULA, TELSTRA MAY, IN LIEU OF SUBLICENSING SUCH TELSTRA PRODUCT TO A TELSTRA
CUSTOMER, ELECT TO USE THE PRODUCT FOR THE SOLE PURPOSE OF PROVIDING TO ONE OR
MORE TELSTRA CUSTOMERS
(EACH, A "SERVICE CUSTOMER") THE SERVICES THAT THE
PRODUCT WAS DESIGNED AND INTENDED TO SUPPORT AND/OR PROVIDE (THE "SERVICES").