Client Changes and/or Actions Sample Clauses
The 'Client Changes and/or Actions' clause defines how modifications or interventions by the client during a project are managed within the agreement. It typically outlines the process for requesting changes, the approval steps required, and any potential impacts on project scope, timeline, or costs. For example, if a client requests additional features or alters agreed-upon deliverables, this clause specifies how such requests are handled and how adjustments are made to the contract terms. Its core function is to ensure that both parties have a clear, structured approach to managing changes, thereby minimizing misunderstandings and disputes related to project modifications.
Client Changes and/or Actions. Prior to taking any of the actions identified below, and unless different (or no) notice requirements with respect to any such actions are agreed upon in a written implementation plan, Client shall give Synacor notice, as set forth below, with respect to the various actions set forth below: Addition, by the Client, of third-party Content or application to the System (for example, advertising or marketing promotions) that is not routine or otherwise the subject of an integration plan. Client will provide full technical details of proposed change to Synacor [*] prior to implementation. Insertion, by the Client or its delegates, of HTML Content using Synacor’s content publishing interfaces and APIs. Client will notify Synacor at least [*] prior to insertion. Addition of new cookies to portal or webmail domain or ▇.▇▇▇ domain (or other domains managed by Synacor on behalf of the Client under this Agreement) by Client or third party acting on behalf of Client. Client will notify Synacor at least [*] prior to implementation. Promotions or other marketing activities that Client reasonably believes will increase Client Branded Portal usage by [*] or more. Client will notify Synacor at least [*] prior to undertaking such promotions or marketing activities. Material changes to Synacor-facing APIs and data exchange mechanisms. Client will use reasonable efforts to notify Synacor at least [*] prior to implementation. Changes to the hosting facilities (inclusive of managed network infrastructure, and exclusive of a move of the data center which would require more advanced notice) and/or bandwidth provided to Synacor hereunder. Client will notify Synacor at least [*] prior to undertaking maintenance or testing that Client reasonably believes will impact Synacor’s provision of the Services. Sending of mass emails by Client. Client will notify Synacor at least [*] prior to mailings to [*] or more of HSI Subscribers. Changes / configurations to name service, including MX record. Client will notify Synacor at least [*] prior to implementation.
Client Changes and/or Actions. Client acknowledges that it may have the ability to take actions or make any changes that can adversely affect the performance of the Services. In some cases, Synacor may be able to mitigate the risk of the actions or changes as described in the table below; provided however, that this risk mitigation will require Client to provide notice to Synacor of its intent to make these changes, in sufficient detail and in advance of the actual change. [*]. Some examples of when notice is required to be given to Synacor are delineated below. Client should always provide a reasonable amount of notice to Synacor before taking any actions or making any changes that may adversely affect the performance of the Services, [*]
Client Changes and/or Actions. Client acknowledges that it may have the ability to take actions or make any changes that can adversely affect the performance of the New Services. In some cases, Synacor may be able to mitigate the risk of the actions or changes as described in the table below; provided however, that this risk mitigation will require Client to provide notice to Synacor of its intent to make these changes, in sufficient detail and in advance of the actual change. [*] Some examples of when notice is required to be given to Synacor are delineated below. Client should always provide a reasonable amount of notice to Synacor before taking any actions or making any changes that may adversely affect the performance of the New Services[*]. 16 BUS_RE/5266520.1 [*] = CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. CONFIDENTIAL TREATMENT REQUESTED [*]. [*] [*]. [*]
Client Changes and/or Actions. Client acknowledges that it or the Programmers may have the ability to take actions or make changes which can adversely affect the performance of the TV Everywhere Services. In some cases, Synacor may be able to mitigate the risk of the actions or changes as described in the table below; provided however, that this risk mitigation will require Client to provide notice to Synacor of its or any Programmer’s intent to make these changes, as well as all pertinent details, in advance of the actual change. In the event Client does not provide sufficient notice (as set forth in the table below), Synacor will not be responsible for any downtime, degradation or other SLA-related problems that were caused, in whole or in part, by the change. Synacor makes no representation or warranty that any Client or Programmer change will be successful and Synacor shall have no liability for any changes or modifications by Client or any third party. Some examples of when notice is required to be given to Synacor are delineated below. However, Client should always provide a reasonable amount of notice to Synacor before taking any actions or making any changes that may adversely affect the performance of the TV Everywhere Services, and Synacor reserves the right to require a postponement of any actions that it believes requires mitigation before deployment. [*] = CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. [*]
Client Changes and/or Actions. In the event Client or Synacor requests changes to be made, the Parties will use commercially reasonable efforts to comply with the following:
1. Client and Synacor will produce a Change Control Matrix identifying what tasks are considered business as usual and what tasks require a change control
2. All changes must be tested prior to the change being scheduled. The testing process for the change must be documented and linked to the change request.
3. All changes require at least [*] advance notification prior to implementation, unless considered an emergency change, in which case approval and implementation may be less than [*]
4. All change controls must have an assigned event number that can be historically tracked.
5. All changes must have an attached Method of Procedure (MOP) that can be reviewed in advance.
6. All changes must document how success / failure will be determined. That procedure will be included in the MOP
7. All changes must have a documented back out procedure within the MOP
8. If a change is backed out, it must be completed prior to [*] Eastern time unless otherwise agreed. The Parties will work together to ensure that the agreed upon maintenance window is long enough to allow for implementation and a possible back out before such time.
9. Backed out changes will be reviewed for the root cause of the failure. The testing of the repair must be documented and completed before a follow up change is scheduled.
10. Client reserves the right to cancel or reschedule a Synacor change if it conflicts with another planned change, provided however, if the Synacor change is critical, Verizon may cancel the conflicting change instead. In the event Verizon cancels a Synacor change, and an incident occurs that would have been avoided by such change, such incident shall not be included in the calculation of the SLA.
11. Synacor must comply with all Client planned network quiet periods and directed moratoriums, and Client shall comply with all Synacor planned network quiet periods and directed moratoriums.
12. All change controls will be performed in a maintenance window. This does not apply to repairs necessary to recover from an outage.
13. Synacor will disclose to Client which infrastructure, if any, is shared with other Synacor customers. To the extent is it commercially reasonable to do so, such shared infrastructure will be redundant. [*] = CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS ...