Common use of Network Rules Clause in Contracts

Network Rules. Each of Bank and Retailer acknowledges and agrees that the Co-brand Program shall be operated in accordance with the Network Rules. If and to the extent any of the terms and conditions contained in this Agreement conflict with such Network Rules, said terms and conditions shall generally be deemed to supersede the Network Rules, as between the parties hereto. If however, compliance with this Agreement would directly conflict with the Network Rules and the conflicting provision has not been worked out between Bank and the Network, the parties will convene and negotiate in good faith among themselves and with the Network to resolve the conflict; provided that if a resolution cannot be reached after a good faith effort, this Agreement shall be deemed modified to the extent necessary to comply with such directly conflicting Network Rules. The parties further acknowledge and agree that, in the event of any such modification, the modified terms of this Agreement shall preserve, to the extent practicable, the rights and obligations of the parties as contemplated by this Agreement. If either party becomes aware of any material inconsistency between the Network Rules and this Agreement, such party shall timely advise the other party of any such inconsistency.