OTHER APPROPRIATE MATTERS. TO THE
EXTENT NECESSARY, EACH PARTY SHALL IDENTIFY A SINGLE POINT OF CONTACT FOR THE
DEVELOPMENT AND PERFORMANCE OF ANY IMPLEMENTATION PLAN PROVIDED FOR IN SECTION
1.5(A) OF THIS AGREEMENT.
(B)
ADVERTISING AND PROMOTION:
(1)
ALL ADVERTISING AND PROMOTION BY THE PARTIES SHALL CONFORM TO THE
STANDARDS OF LAWFUL ADVERTISING. ALL ADVERTISING AND PROMOTIONAL MATERIALS
PREPARED BY A PARTY WHICH REFER TO THE OTHER PARTY, OR ANY OTHER PUBLIC
STATEMENTS REFERRING TO THE TERMS OF THIS AGREEMENT, SHALL BE SUBMITTED TO THE
OTHER PARTY IN ADVANCE FOR WRITTEN APPROVAL. SUCH WRITTEN APPROVAL (I) SHALL NOT
UNREASONABLY BE WITHHELD, CONDITIONED, OR DELAYED AND SHALL BE DEEMED GIVEN IF
SUCH OTHER PARTY DOES NOT OBJECT TO THE SUBMISSION WITHIN TEN (10) BUSINESS DAYS
AFTER RECEIPT THEREOF, AND (II) SHALL NOT RELIEVE THE GENERATING PARTY OF
RESPONSIBILITY FOR LEGAL COMPLIANCE WITH THE ADVERTISEMENT. MATERIALS PREVIOUSLY
APPROVED BY A PARTY SHALL NOT BE SUBJECT TO REPEATED APPROVALS BEFORE SUBSEQUENT
USE.
(2)
NEITHER PARTY SHALL HAVE ANY RIGHT, TITLE OR INTEREST IN OR TO THE
OTHER'S NAME, LOGO, TRADEMARKS OR OTHER TRADE DESIGNATIONS, AND NEITHER PARTY
SHALL MAKE ANY USE THEREOF WITHOUT THE EXPRESS PRIOR WRITTEN PERMISSION OF THE
OTHER.
(3)
NOTHING HEREIN IS INTENDED TO PROHIBIT PNC FROM IDENTIFYING
MOTIENT AS PNC'S SATELLITE SERVICE PROVIDER, AND PNC SHALL NOT BE REQUIRED TO
OBTAIN MOTIENT'S PRIOR WRITTEN APPROVAL FOR ANY SUCH STATEMENT OR IDENTIFICATION
IN ANY ADVERTISING OR PROMOTIONAL MATERIALS.
(C)
ETHICAL RESPONSIBILITIES OF THE PARTIES: MOTIENT AND PNC SHALL
EACH REFRAIN FROM DOING ANYTHING THAT WOULD TEND TO DISCREDIT, DISHONOR, REFLECT
ADVERSELY UPON, OR IN ANY MANNER INJURE THE REPUTATION OF THE OTHER OR ADVERSELY
AFFECT THE OTHER, OR, IN THE CASE OF MOTIENT, ADVERSELY AFFECT MOTIENT'S STATUS
AS A LICENSED COMMON CARRIER, EXCEPT THAT A PARTY'S ENFORCEMENT OF ITS RIGHTS
AND PERFORMANCE OF ITS DUTIES AND OBLIGATIONS CONTAINED HEROIN SHALL NOT BE
DEEMED A VIOLATION OF THE PROVISIONS OF THIS PARAGRAPH (C).
EACH PARTY SHALL BE
GOVERNED IN ALL ITS DEALINGS UNDER THIS AGREEMENT BY THE HIGHEST STANDARDS OF
HONESTY, INTEGRITY, AND FAIR DEALING.
ARTICLE TWO
RATES, BILLING, AND PAYMENT
2.1
RATES AND CHARGES; PREPAYMENTS:
The rates for the Service are as follows:
(A)
SERVICE:
Per Watt per year:
[*]
Per Kilohertz per year:
[*]
(B)
RACK RENTAL:
[*]
(C)
PREPAYMENT OBLIGATION: PNC AGREES TO PREPAY MOTIENT FOR THE
SERVICES, ACCORDING TO THE FOLLOWING SCHEDULE:
[*]
(D)
USAGE REPORTS:
[*].
(E)
PAYMENT FOR EXCESS USAGE:
[*]
2.2
TAXES:
All rates set forth in this Agreement are exclusive of Applicable Taxes, which
shall be the responsibility of PNC. For purposes of this Agreement, "Applicable
Taxes" are taxes, assessments, surcharges, levies, or similar items assessed by
a governmental body. Unless an appropriate tax exemption certificate is
provided, PNC is liable for, and shall indemnify Motient from and against all
Applicable Taxes properly chargeable to PNC or its customers with respect to
Motient's provision of the Service to PNC or relating to PNC's purchase, use,
resale, or lease of the Service