Common use of Rate Review Clause in Contracts

Rate Review. 12.8.1 At Reliance’s request, the Parties will regularly review the competitiveness of the Charges for any and all Products and Services in light of technological and marketplace developments (in each case, a “Rate Review”). Reliance may initiate a Rate Review for a Contract Year any time after [***] prior to the beginning of such Contract Year by providing Vendor with written notice. For the purposes of this Section, “Contract Year” shall mean each successive period of twelve (12) consecutive months, with the first Contract Year commencing on the Effective Date and ending on the first anniversary of the Effective Date. At these meetings the Parties, acting in good faith, will seek to determine by mutual agreement whether (and, if so, what) changes to the Charges are appropriate by virtue of such developments, in order to preserve for each Party the expected benefit of, and the intent of the Parties with respect to, the Charges for such Work. In connection with each Rate Review, the Parties will cooperate in good faith to assess the competitiveness of the Charges. Such cooperation will include providing each other with pricing and other relevant information to which they have access (subject to each Party’s non-disclosure and other obligations to third parties), undertaking reasonable analyses of such information and negotiating agreeable adjustments to the Charges. 12.8.2 If the Parties agree that adjustments to the Charges are appropriate, Vendor will take, or will cause its Affiliates or Subcontractors providing affected Service(s) to take, all appropriate actions to implement such adjustments to provide Reliance with the economic benefit of any reduction in Charges effective no later than [***] following the initiation of a Rate Review.