Common use of Company Dependencies Clause in Contracts

Company Dependencies. 7.1 The Company acknowledges that the Supplier is dependent upon the Company fulfilling the Company Dependencies in order for the Supplier to deliver the Services and satisfy its obligations under this Agreement. 7.2 The Company shall: a) provide the Supplier with access to appropriate members of staff and nominated third parties; b) provide such Documentation, data and/or other information that the Supplier requests that is necessary to perform its obligations in a timely manner; c) promptly notify the Supplier of any proposed change to the agreed requirements set out in this Agreement, such change to be agreed in writing between the parties; d) provide any consents, instructions or approvals promptly; e) where the Company does not give its written approval, sign off, authority to proceed or similar, provide the Supplier with its reasons for not doing so; and f) procure for the Supplier such access and use of the Company’s premises and facilities, systems, software, licences and computing environment. g) provide such information as the Supplier may reasonably request in order to carry out the Services in a timely manner and ensure such information is complete and accurate in all material respects; h) ensure that Company Materials are properly maintained and operating and are free from any defects; 7.3 Further Company Dependencies which are specific to the Services shall be set out in the Order, Statement of Work and/or Service Schedule as applicable. 7.4 In the event the Company fails to meet a Company Dependency then: a) the parties shall work together to mitigate the impact of such failure and if necessary shall agree a change to this Agreement to deal with the impact of such failure, including revising any Project Plan, timescales and Charges; b) the Supplier may charge for such additional costs incurred; c) the Supplier may raise an interim invoice for any work already completed; and d) the Supplier shall not be liable for any delay, failure to comply with the terms of this Agreement, failure to deliver a Deliverable, failure to meet any Service Levels or any Losses incurred by the Company or any third party as a result of the Company’s failure to meet the Company Dependency and the Company shall not be entitled to exercise any rights as a result of such failure.

Company Dependencies. 7.1 The Company acknowledges that the Supplier is dependent upon the Company fulfilling the Company Dependencies in order for the Supplier to deliver the Services and satisfy its obligations under this Agreement. 7.2 The Company shall: a) provide the Supplier with access to appropriate members of staff and nominated third parties; b) provide such Documentation, data and/or other information that the Supplier requests that is necessary to perform its obligations in a timely manner; c) promptly notify the Supplier of any proposed change to the agreed requirements set out in this Agreement, such change to be agreed in writing between the parties; d) provide any consents, instructions or approvals promptly; e) where the Company does not give its written approval, sign off, authority to proceed or similar, provide the Supplier with its reasons for not doing so; and f) procure for the Supplier such access and use of the Company’s premises and facilities, systems, software, licences and computing environment. g) provide such information as the Supplier may reasonably request in order to carry out the Services in a timely manner and ensure such information is complete and accurate in all material respects; h) ensure that Company Materials are properly maintained and operating and are free from any defects;and 7.3 Further Company Dependencies which are specific to the Services shall be set out in the Order, Statement of Work and/or Service Schedule as applicable. 7.4 In the event the Company fails to meet a Company Dependency then: a) the parties shall work together to mitigate the impact of such failure and if necessary shall agree a change to this Agreement to deal with the impact of such failure, including revising any Project Plan, timescales and Charges; b) the Supplier may charge for such additional costs incurred; c) the Supplier may raise an interim invoice for any work already completed; and d) the Supplier shall not be liable for any delay, failure to comply with the terms of this Agreement, failure to deliver a Deliverable, failure to meet any Service Levels or any Losses incurred by the Company or any third party as a result of the Company’s failure to meet the Company Dependency and the Company shall not be entitled to exercise any rights as a result of such failure.