Extract to table

Our first draft established that if an MFN audit reveals a pricing differential greater than 3%, Cedarpoint must issue a retroactive credit within forty-five (45) days of the audit finding and adjust prospective pricing within thirty (30) days

We must reject this change and maintain the 200-node threshold

For example, we could specify that the approval must be by a majority of the directors serving at the beginning of the relevant twelve-month period, or add a materiality qualifier that the board changes must result in a shift in the strategic direction or management of the company

IP Infringement Indemnification Must Remain Uncapped

If Cedarpoint insists on a remediation framework, require that: (A) option (c) (replacement) must include a functionally equivalent managed network solution that satisfies Northgate's then-current operational requirements, with a minimum transition period of no less than 180 days; (B) Cedarpoint's right to terminate under option (d) must be subject to Northgate's prior written consent, not exercisable unilaterally; and (C) in the event of termination following an IP infringement claim, Cedarpoint must bear all costs of transition to a replacement platform, including professional services, migration costs, and parallel operation expenses

The material breach trigger establishes a floor below which the SLA credit mechanism is insufficient and Northgate must have the right to exit the relationship