Earthlink 2008 Annual Report Download - page 222

(c)
TWC may, but shall not be required to, advertise, promote and market the Premium EarthLink High-Speed Service, if any,
offered by TWC.
(d)
EarthLink will have the opportunity to seek TWC’s (and the TWC Divisions’) assistance in promoting and marketing the
EarthLink High-Speed Service. TWC shall use reasonable efforts to provide contact information for appropriate TWC Division personnel, and
shall send a communication to such personnel to introduce key EarthLink personnel. TWC and the TWC Divisions will reasonably consider
EarthLink’s requests for promotion and marketing assistance in its reasonable business judgment.
(e)
Subject to complying with the provisions of this Agreement (including Sections 5.2 and Exhibit C) and any other procedures
mutually agreed in writing by the Parties, each Party may perform such advertising, promotion and marketing via whatever means, methods or
media, it deems suitable; provided that neither Party shall use the Marks of the other Party without the express prior written consent of such other
Party, such approval not to be unreasonably withheld. Each Party shall bear all costs associated with its respective marketing of the EarthLink
High-Speed Service.
5.2
Bundling.
(a)
Subject to Section 5.3, TWC may bundle any Premium EarthLink High-Speed Service with the Basic EarthLink High-
Speed
Service (it being understood that TWC would be acting as EarthLink’s agent for any such offering of any Premium EarthLink High-Speed
Service), provided that with respect to any individual Premium EarthLink High-Speed Service, bundling and/or order entry is practical and
technically feasible; that EarthLink’s systems support such bundling and order entry and, if billing rights are requested, third-party billing of the
bundled offerings; and that EarthLink’s inability to support bundling for TWC shall not restrict EarthLink from offering and selling the bundle
itself including under the Agency Agreement between TWC and EarthLink dated as of the Execution Date.
(b)
TWC may, on a TWC Division level in its sole discretion, bundle the EarthLink High-Speed Service with other TWC
products or services, including but not limited any or all of TWC’s voice, data and video services (“Bundled Packages”) . If EarthLink and a
TWC Division agree that such TWC Division will include any Service Level of the EarthLink High-Speed Service in a Bundled Package (an
“EarthLink Bundled Package”), EarthLink and such TWC Division will enter into an agreement (the “Marketing Letter”), in the form set
forth as Exhibit E, to memorialize the arrangement and related marketing obligations. Notwithstanding anything contained in any Marketing
Letter executed after the date hereof, the following terms and conditions shall apply to each EarthLink Bundled Package offered by a TWC
Division: (i) The retail price for each EarthLink Bundled Package shall be a discounted price compared to the aggregate a la carte
price of each service component of such EarthLink Bundled Package (the resulting difference, the “Discount”), based on the TWC
Division’s then-current a la carte retail prices; provided, however, that to the extent any such EarthLink Bundled Package includes TWC’
s
digital phone service, the retail
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