Changes to Exhibit C Clause Samples
Changes to Exhibit C. (a) Notwithstanding anything to the contrary expressed or implied by this Agreement or any Exhibit hereto, no changes to Exhibit C (whether in original or amended form) shall become effective unless and until the Parties execute a revised Exhibit C (whether in original or amended form), numbered "C-2", "C-3", etc. and describing such changes and their impact on the affected Exhibit. iPrint shall have no obligation to perform any Services described in any proposed or requested revisions to Exhibit C (whether in original or amended form), unless and until such revised Exhibit has been executed by both Parties.
(b) If, during the term of this Agreement, WA wishes to implement any changes that deviate in any material respect from Exhibit C (whether in original or amended form), WA shall submit the requested changes to iPrint in a writing specifying such changes in detail. iPrint shall review such requested changes and, if such requested changes are acceptable to iPrint, shall submit to WA a written proposal for implementing such requested changes, including, without limitation, any price or schedule changes. WA shall have five (5) business days from receipt of iPrint's proposal to accept or reject such proposal in writing. Upon WA's acceptance of such proposal, the Parties shall execute a revised Exhibit C (whether in original or amended form), as provided in Paragraph 2.3(a).
(c) If an event occurs during the term of this Agreement which is beyond iPrint's reasonable control and which would affect iPrint's performance of its obligations hereunder or under Exhibit C (whether in original or amended form), including, without limitation, with respect to performance or delivery schedule or pricing (a "Material Change"), iPrint shall, as soon as practicable after becoming aware of such Material Change, submit iPrint's proposed changes to this Agreement or Exhibit C (whether in original or amended form) to WA in writing. Notwithstanding anything to the contrary expressed or implied by this Agreement or any Exhibit hereto, in no event shall iPrint be penalized or held liable for any Material Change, and any failure or delay by iPrint in meeting the applicable performance or delivery schedule hereunder or under Exhibit C (whether in original or amended form) (the "Schedule") due to a Material Change caused, in whole or in part, by WA's failure or delay in performing any of its obligations under this Agreement and/or such Exhibit (a "Delay"), shall result in an automat...
Changes to Exhibit C. On an annual basis (or more frequently as deemed necessary in the written opinion of PBM or Sponsor), PBM and Sponsor shall in good faith agree on any necessary changes in the Specialty Drugs that will be included on, or excluded from, Exhibit C, as well as changes in Specialty Drug Pricing for all existing or newly added Specialty Drugs reflected on Exhibit C. All such changes shall be memorialized in writing no later than thirty (30) days after the initiation of such communications, and shall be made a part of this Agreement as amendments to Exhibit C. If the parties are unable to agree on such proposed changes within such thirty (30) day period following the initiation of communications, Sponsor shall have the right to terminate this Agreement upon sixty (60) days’ written notice to PBM.
