OR LIMIT IBM FROM PROVIDING CONSULTING SERVICES
OR DEVELOPING SOFTWARE OR MATERIALS FOR ITSELF OR OTHER ENTITIES, OR ACI FROM
DEVELOPING ELECTRONIC PAYMENT SOFTWARE APPLICATIONS, IRRESPECTIVE OF THE
POSSIBLE SIMILARITY TO MATERIALS WHICH MIGHT BE DELIVERED TO OR RECEIVED FROM
THE OTHER PARTY, INCLUDING SCREEN FORMATS, STRUCTURE, SEQUENCE AND
ORGANIZATION.
NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS PARAGRAPH SHALL BE
DEEMED TO DIMINISH EITHER PARTY'S OBLIGATIONS WITH RESPECT TO
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CONFIDENTIAL INFORMATION SET FORTH IN ARTICLE IX HEREOF OR EXPAND THE SCOPE OF
ANY LICENSE RIGHTS SET FORTH IN THIS SECTION 6.10.
ARTICLE VII
Delivery
SECTION 7.01.
DELIVERY.
ON THE DATE HEREOF:
(A)
IBM SHALL DELIVER TO ACI:
(I) COUNTERPARTS OF EACH ALLIANCE AGREEMENT EXECUTED BY DULY AUTHORIZED
REPRESENTATIVES OF IBM; AND
(II) THE INITIAL PAYMENT, IN IMMEDIATELY AVAILABLE FUNDS, WIRED TO A BANK
ACCOUNT THAT HAS BEEN DESIGNATED BY ACI NOT LATER THAN THREE BUSINESS DAYS PRIOR
TO THE DATE HEREOF, SUCH INITIAL PAYMENT TO BE SUBJECT TO SECTION 6.08(B).
(B)
ACI SHALL DELIVER TO IBM:
(I) COUNTERPARTS OF EACH ALLIANCE AGREEMENT EXECUTED BY DULY AUTHORIZED
REPRESENTATIVES OF ACI; AND
(II) ACI SHALL DELIVER TO IBM AN EXECUTED RECEIPT IN THE FORM OF EXHIBIT E
HERETO EVIDENCING RECEIPT BY ACI OF THE INITIAL PAYMENT.
ARTICLE VIII
TERM AND TERMINATION
SECTION 8.01.
TERM.
THE BASE ALLIANCE AGREEMENTS SHALL COMMENCE AND BECOME
EFFECTIVE ON THE DATE HEREOF AND, SUBJECT TO SECTION 8.02, SHALL TERMINATE ON
THE FIFTH ANNIVERSARY OF THE DATE HEREOF IN THE EVENT THAT EITHER PARTY PROVIDES
A TERMINATION NOTICE (AN "INITIAL TERMINATION NOTICE") TO THE OTHER PARTY ON OR
PRIOR TO THE FOURTH ANNIVERSARY OF THE DATE HEREOF OF ITS TERMINATION OF THE
BASE ALLIANCE AGREEMENTS.
ANY SUCH INITIAL TERMINATION NOTICE SHALL TERMINATE
THE BASE ALLIANCE AGREEMENTS EFFECTIVE AS OF THE FIFTH ANNIVERSARY OF THE DATE
HEREOF.
IF NEITHER PARTY TIMELY PROVIDES THE OTHER PARTY WITH AN INITIAL
TERMINATION NOTICE, THE BASE ALLIANCE AGREEMENTS SHALL CONTINUE TO BE EFFECTIVE
UNTIL THE DATE THAT IS AT LEAST TWO YEARS FROM THE DATE THAT EITHER PARTY
PROVIDES A TERMINATION NOTICE TO THE OTHER PARTY, SUBJECT TO SECTION 8.02;
PROVIDED THAT, IN ANY EVENT, IF NOT EARLIER TERMINATED PURSUANT TO THIS
ARTICLE VIII, THE BASE ALLIANCE AGREEMENTS SHALL TERMINATE, WITH OR WITHOUT
NOTICE BY EITHER PARTY, ON THE TENTH ANNIVERSARY OF THE DATE HEREOF.
SECTION 8.02.
TERMINATION.
NOTWITHSTANDING ANYTHING IN SECTION 8.01 TO THE
CONTRARY, BUT SUBJECT TO SECTION 8.04,
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(A)
IBM SHALL BE ENTITLED TO TERMINATE ALL OF THE BASE ALLIANCE AGREEMENTS AT
ANY TIME UPON DELIVERY TO ACI OF A TERMINATION NOTICE IN THE EVENT THAT A CHANGE
IN CONTROL OCCURS, WHICH TERMINATION SHALL BE EFFECTIVE UPON SUCH DELIVERY;
PROVIDED THAT IBM MAY ONLY DELIVER A TERMINATION NOTICE PURSUANT TO THIS
SECTION 8.02(A) (I) WITHIN 60 DAYS AFTER THE OCCURRENCE OF A CHANGE IN CONTROL
AND (II) AFTER EACH OF THE AMC AND THE SENIOR ALLIANCE EXECUTIVES HAVE ENGAGED
IN DISCUSSIONS WITH RESPECT TO THE IMPACT OF SUCH CHANGE IN CONTROL ON THE
ALLIANCE (UNLESS ACI'S AMC