***** records. e-centives will pay Excite@Home $***** in payments for these Qualified Program Member User Data records over the Term of this Agreement, in accordance with the schedule set out in Section 7.d. In the event that more than ***** Qualified Program Member User Data records are supplied, payments for such additional records shall be governed by Section 7.e. v) The failure of Excite@Home to deliver at least ***** such Qualified Program Member User Data records shall not be deemed a breach of this Agreement. To the extent that Excite@Home fails to Source: INVENDA CORP, S-1/A, 8/28/2000 deliver at least ***** Qualified Program Member User Data records, however, e-centives' total payment obligations under Section 7.b.iv shall be correspondingly reduced at the rate of $***** per record for any shortfall. In no event will any failure to deliver at least ***** Qualified Program Member User Data records constitute cause to extend the Term of this Agreement. c) Conversion of General Program Members to Qualified Program Members i) It is anticipated that a substantial number of Program Members who started as General Program Members will subsequently become Qualified Program Members. Both parties stipulate that it is in their interests for this to occur. ii) If Excite@Home supplies e-centives with a Qualified Program Member User Data record for a Program Member for whom it has 11 12 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission. previously submitted a General Program Member User Data record, the record shall be accounted for as follows: (1) If the Qualified Program Member User Data record is supplied in the same quarter in which