Common use of Independent Operation Clause in Contracts

Independent Operation. Audible has provided in Schedules 2.1 and 2.2 a description of the material systems, software, infrastructure and other technology components (based on the initial design for the Business as of the Effective Date), that are necessary for Company to have in place if the Business is Transitioned from an Audible Services environment, so that Company may operate the Business in substantially the same manner as was designed to be operated while Audible was providing the Services (the “Necessary Technologies”). The parties will mutually agree upon a process for updating Schedules 2.1 and 2.2 so that the description of Necessary Technologies remains reasonably current as the design and functionality of Business evolves until and after Launch. As part of the Transition process, software owned by Audible and then-used in the Business will be licensed to the Company at no additional cost for use in the Business following a Transition. The use and licensing of such elements shall be addressed as part of the Transition process, including the specific terms governing use of such elements that are owned or provided by Audible. Audible will work with Company as part of any Transition to make available Audible’s existing standard documentation that is necessary for Company to operate the software and systems being transitioned to Company for operation independent of Audible.