Common use of Most Favorable Pricing Clause in Contracts

Most Favorable Pricing. The parties recognize that, during the term of this Agreement, Seller may reduce its prices for competitive reasons, in order to reflect changes in technology, product line pricing, and market conditions. Seller intends to offer Buyer its “Most Favorable Pricing” for the Goods purchased or licensed by Buyer hereunder. “Most Favorable Pricing” pricing is that which is similar to (within 2% of) the pricing offered by Seller to other corporate customers purchasing similar products and services in similar volumes. Accordingly, Seller will conduct an internal evaluation sufficient to determine and to certify to Buyer, thirty (30) days prior to the end of each eighteen (18) month period during the term of this Agreement, that the pricing for the Goods purchased or licensed by Buyer hereunder reflects Seller’s Most Favorable Pricing. At Buyer’s request, ▇▇▇▇▇▇ will describe the process it intends to use for such determination. Seller’s certification to Buyer will be in the form of a letter to Buyer from one of Seller’s senior executives either (a) confirming that the pricing for the Goods purchased or licensed by Buyer hereunder is within the two-percent range required to constitute Most Favorable Pricing, or (b) submitting to Buyer, for its approval, revised pricing schedule reflecting appropriate price reductions to enable Seller to make such certification. Any revisions to the applicable pricing schedule proposed by Seller hereunder will be finalized by the Parties in an amendment thereto. The new Most Favorable Pricing will be effective retroactively, to the time that Seller began charging lower prices to another corporate customer purchasing similar services in similar volumes, and Seller will issue Buyer a retroactive credit for fees paid by Buyer in excess of the Most Favorable Pricing.