Common use of Minimum Volume Requirements Clause in Contracts

Minimum Volume Requirements. WRMT hereby guarantees that the aggregate amount of TAS units purchased by WRMT from GI under this Agreement during each of Year 1, 2, 3, 4 and Year 5, commencing January 1, 2018, or an earlier date if applicable, shall equal or exceed the amounts as set forth in Appendix C3, attached hereto. a) If WRMT should fail to meet the yearly volume requirements, WRMT may retain exclusivity by paying One Dollar ($1.00) per TAS unit for the number of shortfall units not purchased in a given year. b) In the event WRMT fails to meet the minimum volume requirements set forth in Appendix C3 and fails to pay the shortfall amount within 45 days from the end of the applicable year period, then, notwithstanding anything in this Agreement to the contrary, and at GI’s election and not obligation, (i) GI shall be free to appoint other distributors for its TAS units in the consumer self-monitoring market, (ii) WRMT’s exclusive rights to the sale, marketing, and distribution of Licensed Products shall become non-exclusive, and (iii) GI will have the right to exclusively license the Licensed Products for sale, marketing, and distribution in the consumer self-monitoring market (and this Agreement and all licenses granted to WRMT hereunder will terminate) upon payment to WRMT for 50% of the total NRE amounts actually paid by WRMT less any NRE repayments to WRMT according to the provisions in Section 3.1. Proprietary and ConfidentialThis Agreement and information contained therein is not for use or disclosure outside of WRMT, its Affiliates, and third party representatives, and GI except under written agreement by the contracting parties