Earthlink 2008 Annual Report Download - page 227

8.5
Termination for Transit Fee Surcharge.
EarthLink shall have the right to terminate this Agreement in connection with an increase the monthly Transit Surcharge
specifically as provided for in Section 2.2(d)(v) herein. Such termination will be effective sixty (60) days from EarthLink’s notification thereof.
The provisions of Section 8.6 shall apply with respect to a termination under this Section 8.5, and the Transit Surcharge during the Transition
Period shall be the Transit Surcharge calculated based on a Benchmark Date Average of 54 kbps.
8.6
Transition.
Upon any expiration or termination of this Agreement other than pursuant to Section 8.3 (for cause due to actions of EarthLink) or
Section 8.4 (for bankruptcy/insolvency of EarthLink), any existing Service Subscribers to the EarthLink High-Speed Service that are affected by
such expiration or termination will be able to continue receiving such EarthLink High-Speed Service for three (3) years thereafter (such period
the “Transition Period” ), except that in the event of TWC’s termination of this Agreement pursuant to Section 8.3 (for cause due to actions of
EarthLink) or Section 8.4 (for bankruptcy/insolvency of EarthLink), the Transition Period shall be limited to six (6) months from termination.
The terms and conditions of this Agreement applicable to the provision of the EarthLink High-Speed Service, as well as those terms and
conditions set forth in Exhibit C (subject to the express provisions of such terms and conditions regarding expiration), shall continue to apply
during the Transition Period, and must be complied with for a Party to require the other to continue to honor the Transition Period.
9.
DEDICATION OF RESOURCES; BUSINESS PRACTICES; TERMS OF SERVICE
9.1
Dedication of Resources.
Both EarthLink and TWC will commit personnel and resources to address, coordinate and resolve back-
end issues, particularly with
respect to provisioning, authentication, billing, customer service and technical support for the EarthLink High-Speed Service. EarthLink and
TWC will cooperate to ensure that the EarthLink High-Speed Service, the EarthLink Software, the Systems Facilities and the TWC Cable
Systems remain compatible. Each Party agrees to cover its costs associated with the development, integration, testing and deployment of the
corresponding systems it owns or operates.
9.2
Business Practices.
The Parties agree to comply with the Business Practices Handbook attached as Exhibit B as the same has been or may in future be
supplemented or augmented by TWC’s reasonable business policies and practices. With respect to shared information, and information that one
Party receives hereunder regarding the high-speed data service customers of the other, the receiving Party shall abide by the disclosing Party’s
(or Party with the customer relationship, if applicable) privacy policies, as provided by such other Party.
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