Contract analysis

Section 1 — Definitions For the purposes of this Schedule 3, the following terms shall have the meanings set forth below: 1.1 "Most Favored Nation" or "MFN" means the pricing commitment undertaken by Service Provider pursuant to this Schedule 3, under which the per-unit pricing charged to Customer for Managed Network Services under the Agreement shall not, at any time during the Term, exceed the lowest per-unit prici

Section 2 — Most Favored Nation Pricing Commitment 2.1 MFN Warranty Service Provider hereby warrants and covenants that, throughout the entire Term of the Agreement — including the initial term commencing on June 9, 2023 and continuing through June 8, 2028, and any and all renewal terms thereafter — the Per-Unit Pricing charged to Customer for Managed Network Services shall not exceed the lowest Per-Unit Pricing offe

Section 3 — Pricing Differential Trigger and Remedies 3.1 Pricing Differential Threshold An MFN Violation shall be deemed to have occurred when the Pricing Differential, as calculated in accordance with Section 1.5 of this Schedule 3, exceeds three percent (3%). That is, an MFN Violation exists when Customer's Per-Unit Pricing is more than three percent (3%) higher than the lowest Per-Unit Pricing offered by Service

Section 4 — Audit Rights 4.1 Annual Audit Right Customer shall have the right to conduct an MFN compliance audit not more than once per calendar year during the Term and, subject to Section 8 below, for a period of twelve (12) months following the expiration or termination of the Agreement. The MFN audit right is in addition to, and does not limit or replace, any general audit rights granted to Customer under the Agr

Section 5 — Confidentiality of MFN Information All pricing information, contracts, invoices, schedules, records, and other documentation disclosed by Service Provider to Customer or to the independent third-party auditor in connection with an MFN audit conducted pursuant to Section 4 of this Schedule 3, or in connection with a dispute resolution proceeding conducted pursuant to Section 6 of this Schedule 3, shall be

Section 6 — Dispute Resolution for MFN Claims 6.1 Escalation Procedure In the event of a dispute between the Parties regarding the existence or extent of an MFN Violation, including without limitation disputes regarding the calculation of the Pricing Differential, the amount of any retroactive credit, the applicability of any exclusion under Section 2.3, or the adequacy of Service Provider's cooperation with an MFN a

Section 7 — Interaction with Other Agreement Provisions The MFN pricing provisions set forth in this Schedule 3 are in addition to, and do not limit, modify, or supersede, the pricing terms set forth in Exhibit C (Pricing Schedule and Fee Structure) to the Agreement, except to the extent that a prospective price adjustment under Section 3.3 of this Schedule 3 results in a modification to Customer's Per-Unit Pricing f

Section 8 — Term and Survival The MFN pricing commitment set forth in this Schedule 3 shall remain in full force and effect for the duration of the initial five (5) year Term of the Agreement, commencing on June 9, 2023 and continuing through June 8, 2028. The MFN pricing commitment shall also remain in full force and effect during any renewal terms of the Agreement, including the two (2) automatic two (2)-year renew

Section 9 — Miscellaneous 9.1 Amendment. This Schedule 3 may not be amended, modified, supplemented, or waived except by a written instrument duly executed by authorized representatives of both Parties. No course of dealing, course of performance, or usage of trade shall operate to modify the terms of this Schedule 3. Any purported amendment or modification that is not in compliance with this Section 9.1 shall be nul