Change Request Procedure. (a) XL may at any time request a Change. If the Supplier receives a written request for a Change, or if the Supplier wishes to, at any time, recommend a Change, it must submit to XL a Change Request in a format required by XL from time to time. If in response to XL’s written request, the CR must be submitted within 5 Business Days of such request, or as otherwise agreed. (b) The Supplier may only propose an increase in Price as a result of a proposed Change if the proposed Change requires increased Supplier resources. Any increase in the Price proposed by the Supplier in any CR must be reasonable and priced using the time and material rates set out in Schedule 8. (c) Upon receipt of a CR, XL may evaluate, discuss and negotiate the CR with the Supplier and, before the date the CR expires, may accept the CR (including as modified by agreement between the Parties during negotiation), in which case both Parties will sign the accepted CR to indicate their agreement and the subject matter of the System and/or Services (including the Price and/or the Specifications, as the case may be) will be varied as set out in the accepted CR. (d) Neither Party shall unreasonably withhold its agreement to any CR, provided that XL shall not be obliged to agree to any Change increasing the Price, or requiring XL to incur any material expenditure, disruption or interference. (e) If the Parties do not reach an agreement on any CR, in accordance with clauses 27(a) to 27(d), due to the Change increasing the Price, XL may temporarily set the value of the Change to the reasonable value determined by XL using the time and material rates set out in Schedule 8, subject to a final determination through the Dispute resolution procedures set out in clause 29. (f) Despite any other provision of this agreement, any work undertaken by the Supplier, its sub-contractors or agents which has not been authorised in advance of a Change in accordance with this clause shall be undertaken entirely at the risk, expense and liability of the Supplier.
Appears in 2 contracts
Samples: System Supply, Integration and Managed Services Agreement (Motricity Inc), System Supply, Integration and Managed Services Agreement (Motricity Inc)
Change Request Procedure. (a) XL may at any time request a Change. If the Supplier receives a written request for a Change, or if the Supplier wishes to, at any time, recommend a Change, it must submit to XL a Change Request in a format required by XL from time to time. If in response to XL’s written request, the CR must be submitted within 5 Business Days of such request, or as otherwise agreed.
(b) The Supplier may only propose an increase in Price as a result of a proposed Change if the proposed Change requires increased Supplier resources. Any increase in the Price proposed by the Supplier in any CR must be reasonable and priced using the time and material rates set out in Schedule 8schedule 8 of the SSIA.
(c) Upon receipt of a CR, XL may evaluate, discuss and negotiate the CR with the Supplier and, before the date the CR expires, may accept the CR (including as modified by agreement between the Parties during negotiation), in which case both Parties will sign the accepted CR to indicate their agreement and the subject matter of the System Deliverables and/or Services Development Work (including the Price and/or the Specifications, as the case may be) will be varied as set out in the accepted CR.
(d) Neither Party shall unreasonably withhold its agreement to any CR, provided that XL shall not be obliged to agree to any Change increasing the Price, or requiring XL to incur any material expenditure, disruption or interference.
(e) If the Parties do not reach an agreement on any CR, in accordance with clauses 27(a15(a) to 27(d15(d), due to the Change increasing the Price, XL may temporarily set the value of the Change to the reasonable value determined by XL using the time and material rates set out in Schedule 8schedule 8 of the SSIA, subject to a final determination through the Dispute resolution procedures set out in clause 2917.
(f) Despite any other provision of this agreement, any work undertaken by the Supplier, its sub-contractors or agents which has not been authorised in advance of a Change in accordance with this clause shall be undertaken entirely at the risk, expense and liability of the Supplier.
Appears in 2 contracts
Samples: Development Work Agreement (Motricity Inc), Development Work Agreement (Motricity Inc)
Change Request Procedure. (a) XL may at any time request a Change. If the Supplier receives a written request for a Change, or if the Supplier wishes to, at any time, recommend a Change, it must submit to XL a Change Request in a format required by XL from time to time. If in response to XL’s written request, the CR must be submitted within 5 Business Days of such request, or as otherwise agreed.
(b) The Supplier may only propose an increase in Price as a result of a proposed Change if the proposed Change requires increased Supplier resources. Any increase in the Price proposed by the Supplier in any CR must be reasonable and priced using the time and material rates set out in Schedule 8schedule 8 of the SSIA.
(c) Upon receipt of a CR, XL may evaluate, discuss and negotiate the CR with the Supplier and, before the date the CR expires, may accept the CR (including as modified by agreement between the Parties during negotiation), in which case both Parties will sign the accepted CR to indicate their agreement and the subject matter of the System Software and/or Services (including the Price and/or the Specifications, as the case may be) will be varied as set out in the accepted CR.
(d) Neither Party shall unreasonably withhold its agreement to any CR, provided that XL shall not be obliged to agree to any Change increasing the Price, or requiring XL to incur any material expenditure, disruption or interference.
(e) If the Parties do not reach an agreement on any CR, in accordance with clauses 27(a16(a) to 27(d16(d), due to the Change increasing the Price, XL may temporarily set the value of the Change to the reasonable value determined by XL using the time and material rates set out in Schedule 8schedule 8 of the SSIA, subject to a final determination through the Dispute resolution procedures set out in clause 2918.
(f) Despite any other provision of this agreement, any work undertaken by the Supplier, its sub-contractors or agents which has not been authorised in advance of a Change in accordance with this clause shall be undertaken entirely at the risk, expense and liability of the Supplier.
Appears in 2 contracts
Samples: Software License and Maintenance Agreement (Motricity Inc), Software License and Maintenance Agreement (Motricity Inc)