Availability Percentage. Availability Percentage will be calculated as follows: (Total Service Minutes – Total Downtime Minutes) (Total Service Minutes per month) PowerSchool MSA, February 2022 version 6 Last Updated: February 14, 2022 EXHIBIT B PROFESSIONAL SERVICES POLICY This Exhibit B sets forth the additional policy and expectations supporting PowerSchool’s provision of Professional Services to the Customer in connection with a PowerSchool Offering provided pursuant to this Agreement.
Availability Percentage. Seller shall report to Buyer the Availability Percentage for each month within fifteen (15) days following the end of such month. At the end of each Contract Year (excluding the first and last Contract Years, which are not full calendar years), Buyer shall calculate the overall Availability Percentage for such Contract Year. If the Availability Percentage for any such Contract Year is at or above 90%, irrespective of the fluctuations from month to month, there will not be any Availability Shortfall Damages due from Seller to Buyer. In the event the Availability Percentage is below 90% for any such Contract Year, Seller shall pay Buyer Availability Shortfall Damages. The Availability Shortfall Damages shall be calculated by comparing the Deemed Output against the Contract Capacity for each month in such Contract Year. Only the months where the Availability Percentage was less than 90% will be subject to the Availability Shortfall Damages. The Availability Shortfall Damages for any such month shall be equal to (x) the difference between the Deemed Output and Contract Capacity for such month (expressed in MWhs) multiplied by (y) five dollars ($5) per MWh. The sum of the Availability Shortfall Damages for each applicable month in such Contract Year is the amount Seller will be obligated to pay to Buyer. Buyer shall send an invoice to Seller reflecting the amount due, and Seller shall make the payment to Buyer within 30 days of the invoice date. An example of how the Availability Shortfall Damages are to be calculated is set forth in the attached Exhibit 14 [Example of Availability Shortfall Damages].
Availability Percentage. “Availability” percentage is calculated as: (a) the total number of minutes in a Contracted Month, minus (b) the total number of minutes of Downtime in a Contracted Month, with the resulting fraction expressed as a percentage.
Availability Percentage. The number of minutes in an applicable measurement period where the Advertising Service is available, divided by the total minutes in such measurement period.
