Ambiguous Terms. This Agreement will not be construed against any party by reason of its preparation.
Ambiguous Terms. Any ambiguities in this XXXX will not be strictly construed against the drafter of the language concerned but will be resolved by applying the most reasonable interpretation under the circumstances, giving full consideration to the intentions of the parties at the time of contracting. This XXXX will not be construed against any party by reason of its preparation.
Ambiguous Terms. Any ambiguities in this Agreement will not be strictly --------------- construed against the drafter of the language concerned but will be resolved by applying the most reasonable interpretation under the circumstances, giving full consideration to the intentions of the parties at the time of contracting. This Agreement will not be construed against any party by reason of its preparation.
Ambiguous Terms. Any ambiguities in this Agreement will not be strictly construed against the drafter of the language concerned but will be resolved by applying the most reasonable interpretation under the circumstances, giving full consideration to the intentions of the parties at the time of contracting. This Agreement will not be construed against any party by reason of its preparation. Eli Lilly and Company Software License Agreement - December, 2000 Edixxxn 1.0 APPENDIX A - FEES AND ADDITIONAL PROVISIONS I. FEES.
1. DESCRIPTION OF HARDWARE, SOFTWARE, AND MAINTENANCE SERVICES ANNUAL QUANTITY DESCRIPTION UNIT COST TOTAL COST MAINTENANCE -------- ----------- --------- ---------- ----------- Inform(TM) Software v. 2.5 * * * Inform Architect(TM) Software v.__ * * * Total: * *
2. PAYMENT FOR HARDWARE, SOFTWARE, AND MAINTENANCE SERVICES
Ambiguous Terms. (a) If the State considers, or the Contractor gives notice to the State that it considers, that any of the terms of this Agreement contain an ambiguity, the State must direct the interpretation of this Agreement which the Contractor must follow.
(b) The State, in giving a direction in accordance with clause 1.4(a), is not required to determine whether or not there is an ambiguity in the terms of this Agreement.
(c) Any direction the State gives in accordance with clause 1.4(a):
(i) does not lessen or otherwise affect the Contractor’s Obligations; and
(ii) must, in response to a notice given by the Contractor under clause 1.4(a), be given within 14 days of receipt of that notice.
(d) The Contractor will bear the costs of compliance with a direction under clause 1.4(a) which direction will not constitute a Variation.
Ambiguous Terms. A. The parties and their respective legal counsel have actively negotiated and drafted the provisions of this Agreement. Notwithstanding any rule to the contrary, no provision of this Agreement shall be interpreted or construed against any party because such party or its legal counsel was the drafter thereof. The term ‘or’ shall
Ambiguous Terms. Any ambiguities in this Agreement will not be strictly construed against the drafter of the language concerned but will be resolved by applying the most reasonable interpretation under the circumstances, giving full consideration to the intentions of the parties at the time of contracting. This Agreement will not be construed against any party by reason of its preparation. Xxx Lilly and Company Consulting and Professional Services Agreement - December, 2000, Edition 1.0 [LILLY LOGO] CONSULTING AND PROFESSIONAL SERVICES AGREEMENT EXHIBIT A WORK ORDER NO.________ This Work Order is entered into by and between Xxx Xxxxx and Company ("LILLY") and the Consultant signing below pursuant to the Consulting and Professional Services Agreement between the parties (the "Agreement"), and is subject to the terms and conditions of the Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY, NO WORK ORDER OR CHANGE ORDER SHALL BE EFFECTIVE UNLESS SIGNED BY THE LICENSOR'S CHIEF FINANCIAL OFFICER OR GENERAL COUNSEL.
I. OWNERSHIP OF PROPERTY AND PROPRIETARY RIGHTS CONSULTANT AND LILLY MUST DESIGNATE EACH DELIVERABLE IN THIS WORK ORDER AS TYPE I, II OR III MATERIAL PURSUANT TO SECTION 8 OF THE AGREEMENT. PLEASE REFER TO THE DEFINITIONS OF TYPE I, II AND III MATERIAL AND THE RELATED OWNERSHIP OF PROPERTY AND PROPRIETARY RIGHTS IN SECTION 8 OF THE AGREEMENT.
II. DESCRIPTION OF SERVICES AND MILESTONES [INCLUDE A DETAILED DESCRIPTION OF THE SERVICES TO BE RENDERED AND A PROJECT SCHEDULE, IDENTIFYING ALL CRITICAL MILESTONES] DELIVERABLES [LIST AND DESCRIBE ALL DELIVERABLES TO BE GENERATED AND PROVIDED TO LILLY] START DATE:_____________________________ PROJECTED END DATE: _______________ III. FEES (INDICATE ALL THAT APPLY) ______FIXED PRICE OF $____________. _____The above Fixed Price includes Materials and Expenses. _____The above Fixed Price does not include Materials and Expenses _____TIME, MATERIALS AND EXPENSES (SUBJECT TO THE "NOT-TO-EXCEED AMOUNT") Estimated Senior Consultant Labor Hours Required to Complete the Scope of Work:________ Labor Rate: $____________per_____________ Maximum Pre-authorized Fees: $____________________(Estimated Labor Hours x Hourly Rate) Estimated Junior Consultant Labor Hours Required to Complete the Scope of Work:_________ Labor Rate: $____________per_____________ Maximum Pre-authorized Fees: $____________________(Estimated Labor Hours x Hourly Rate) Estimated Other Labor Hours Required to Complete the Scope of Work:___________ Labor Rate: $___________...
Ambiguous Terms. Any ambiguities in this Agreement will not be strictly construed against the drafter of the language concerned but will be resolved by applying the most reasonable interpretation under the circumstances, giving full consideration to the intentions of the parties at the time of contracting. This Agreement will not be construed against any party by reason of its preparation. [LILLY LOGO] CONSULTING AND PROFESSIONAL SERVICES AGREEMENT EXHIBIT A WORK ORDER NO. _______ This Work Order is entered into by and between Eli Lilly and Company ("LILLY") and the Consultant signing below pursxxxt xx xhe Consulting and Professional Services Agreement between the parties (the "Agreement"), and is subject to the terms and conditions of the Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY, NO WORK ORDER OR CHANGE ORDER SHALL BE EFFECTIVE UNLESS SIGNED BY THE LICENSOR'S CHIEF FINANCIAL OFFICER OR GENERAL COUNSEL.
Ambiguous Terms. The Parties cooperated in the drafting of this Agreement, and if it is finally determined that any provision in this Agreement is ambiguous, that provision shall not be presumptively construed against any Party.
Ambiguous Terms.
(a) If the Principal's Representative considers, or if the CIDS/ODS Contractor notifies the Principal's Representative in writing that it considers, that there is an ambiguity, inconsistency or discrepancy in the Contract (including in any Schedule or Exhibit), then unless clause 1.4(a) applies, the Principal's Representative must direct the interpretation of this Contract which the CIDS/ODS Contractor must follow.
(b) The Principal's Representative, in giving a direction in accordance with clause 1.3(a), is not required to determine whether or not there is an ambiguity, inconsistency or discrepancy in this Contract.
(c) To the extent that the CIDS/ODS Contractor reasonably considers that complying with a direction from the Principal's Representative under clause 1.3(b):
(i) imposes greater or different obligations to the obligations that the CIDS/ODS Contractor would otherwise have to comply with under this Contract;
(ii) causes the CIDS/ODS Contractor to incur additional costs; or
(iii) causes any delay to the performance of the CIDS/ODS Contractor's Activities or the Works, then the CIDS/ODS Contractor may issue a written notice to the Principal's Representative requesting the Principal's Representative issue a 'Variation Proposal Request' pursuant to clause 9.1(a).
(d) Subject to clause 1.3(e), upon receipt of a notice from the CIDS/ODS Contractor under clause 1.3(c), the Principal must issue a 'Variation Proposal Request' pursuant to clause 9.1(a).
(e) The Principal is not required to comply with clause 1.3(d) to the extent the ambiguity, inconsistency or discrepancy arises as a result of, or in between, any document that has been created, prepared, developed or updated by the CIDS/ODS Contractor.
