Extract to table

The proposed MFN provision would require Cedarpoint to warrant that the per-unit pricing for managed network services offered to Northgate Americas shall not exceed the lowest pricing offered to any other customer of comparable volume, defined as any customer with 200 or more managed nodes

Northgate Americas will have 60 days from receipt of the change of control notice to elect one of the following: (a) consent to the assignment of the MSA to the successor entity (such consent not to be unreasonably withheld, conditioned, or delayed); or (b) elect to terminate the MSA, subject to a 180-day wind-down period during which Cedarpoint (or its successor) is required to continue providing services

Any assignment of the MSA without Northgate Americas' prior written consent shall be void and of no force or effect

The interaction between the change of control termination right and the wind-down escrow must be carefully coordinated

Data Security and Privacy Given that Cedarpoint will be monitoring and managing Northgate Americas' network infrastructure — which carries enterprise communications data, potentially including data subject to sector-specific regulatory requirements — the MSA must include detailed data security and privacy provisions

Cedarpoint must be obligated to notify Northgate Americas of any actual or suspected data breach within a specified timeframe