Service Level Agreement 6.1 NCR Voyix will use commercially reasonable efforts to make the Service available to you at or above the Availability Rate set forth at xxxxx://xxx.xxx.xxx/support/aloha-sla. If NCR Voyix does not meet the Availability Rate, you are entitled to request a service-level credit subject to the terms of this Agreement. This credit is calculated as a percentage of the monthly recurring bill (or monthly pro rata share of billing, if billing does not occur monthly) for the Service for the month in which the Availability Rate was not met. The Availability Rate is determined by: (a) dividing the total number of valid outage minutes in a calendar month by the total number of minutes in that month; (b) subtracting that quotient from 1.00; (c) multiplying that difference by 100; and (d) rounding that result to two decimal places in accordance with standard rounding conventions. The number of outage minutes per day for a given service is determined by the lesser of the number of outage minutes.
6.2 Unavailability due to other conditions or caused by factors outside of NCR Voyix’s reasonable control will not be included in the calculation of the Availability Rate. Further, the following are expressly excluded from the calculation of the Availability Rate: (a) service unavailability affecting services or application program interfaces that are not used by you; (b) cases where fail-over to another data center is available but not utilized; (c) transient time-outs, required re-tries, or slower-than-normal response caused by factors outside of NCR Voyix’s reasonable control; (d) Scheduled Downtime, including maintenance and upgrades; (e) force majeure; (f) transmission or communications outages outside the NCR Voyix- controlled environment; (g) store-level down-time caused by factors outside of NCR Voyix’s reasonable control; (h) outages attributable to services, hardware, or software not provided by NCR Voyix, including, but not limited to, issues resulting from inadequate bandwidth or related to third-party software or services;
(i) use of the Service in a manner inconsistent with the documentation for the application program interface or the NCR Voyix Product; (j) your Point of Sale (“POS”) failure or the failure to properly maintain the POS environment, including updating the POS firmware or version of the software running on the POS as recommended by either NCR Voyix, a third-party POS reseller or servicer; and (k) issues related to third party domain name system (“DNS”) errors or failures.
6.3 To obtain a service-level credit, you must submit a claim by contacting NCR Voyix through the website at xxxxx://xxx.xxx.xxx/support/aloha-sla Your failure to provide the claim and other information will disqualify you from receiving a credit. NCR Voyix must receive claims within 60 days from the last day of the impacted month. After that date, claims are considered waived and will be refused. You must be in compliance with the Agreement in order to be eligible for a service-level credit. You may not unilaterally offset for any performance or availability issues any amount owed to NCR Voyix. If multiple Services experience an outage in a given month, the total credit for that month will be the highest credit allowed for any single Service which failed; there is no stacking of credits.
6.4 The remedies set forth in the Section are your sole and exclusive remedies for performance or availability issues affecting the Services, including any failure by NCR Voyix to achieve the Availability Rate.
NOW THEREFORE THE PARTIES AGREE TO THE FOLLOWING During the term of this agreement, if the proclamation of the above noted legislation results in additional costs for teachers or School Divisions, TEBA and the Association shall meet within sixty (60) days to discuss the appropriate apportionment of costs.
Deadlines for Providing Insurance Documents after Renewal or Upon Request As set forth herein, certain insurance documents must be provided to the OGS Procurement Services contact identified in the Contract Award Notice after renewal or upon request. This requirement means that the Contractor shall provide the applicable insurance document to OGS as soon as possible but in no event later than the following time periods:
Review of Agreement Each party acknowledges that it has had time to review this agreement and, as desired, consult with counsel. In the interpretation of this agreement, no adverse presumption shall be made against any party on the basis that it has prepared, or participated in the preparation of, this agreement.
Coordination of Work Licensee shall be responsible for coordination of its Equipment installation work to avoid any interference with existing utilities, substructures, facilities and/or SFMTA transit operations. Licensee shall be the City's point of contact for all Equipment installation and except in case of emergency, all communications concerning Equipment installation shall be through Licensee's field representatives.
Procedure for Termination, Amendment, Extension or Waiver A termination of this Agreement pursuant to Section 7.01, an amendment of this Agreement pursuant to Section 7.03 or an extension or waiver of this Agreement pursuant to Section 7.04 shall, in order to be effective, require in the case of Parent, Sub or the Company, action by its Board of Directors.
Publicity; Terms of Agreement (a) The Parties agree that the material terms of this Agreement are the Confidential Information of both Parties, subject to the special authorized disclosure provisions set forth in Section 12.2 and this Section 12.3. The Parties have agreed to make a joint public announcement of the execution of this Agreement substantially in the form of the press release attached as Exhibit F on or after the Effective Date.
(b) After issuance of such joint press release, if either Party desires to make a public announcement concerning the material terms of this Agreement, such Party shall give reasonable prior advance notice of the proposed text of such announcement to the other Party for its prior review and approval (except as otherwise provided herein), such approval not to be unreasonably withheld, except that in the case of a press release or governmental filing required by Applicable Law (where reasonably advised by the disclosing Party’s counsel), the disclosing Party shall provide the other Party with such advance notice as it reasonably can and shall not be required to obtain approval therefor. A Party commenting on such a proposed press release shall provide its comments, if any, within five (5) Business Days (or within three (3) Business Days in the event that Ambrx (or its Affiliate) is a public reporting company) after receiving the press release for review and the other Party shall give good faith consideration to same. Ambrx shall have the right to make a press release announcing the achievement of each milestone under this Agreement as it is achieved, and the achievements of Regulatory Approvals as they occur, subject only to the review procedure set forth in the preceding sentence. In relation to BMS’ review of such an announcement, BMS may make specific, reasonable comments on such proposed press release within the prescribed time for commentary, but shall not withhold its consent to disclosure of the information that the relevant milestone or Regulatory Approval has been achieved and triggered a payment hereunder. Neither Party shall be required to seek the permission of the other Party to repeat any information regarding the terms of this Agreement that have previously been publicly disclosed by such Party, or by the other Party, in accordance with this Section 12.3. For clarity, neither Party shall disclose the financial terms of this Agreement without the prior written approval of the other Party, except as and to the extent otherwise expressly permitted under this Agreement.
(c) The Parties acknowledge that either or both Parties may be obligated to file under Applicable Law a copy of this Agreement with the SEC or other Government Authorities. Each Party shall be entitled to make such a required filing, provided that it requests confidential treatment of at least the financial terms and sensitive technical terms hereof and thereof to the extent such confidential treatment is reasonably available to such Party. In the event of any such filing, each Party will provide the other Party with a copy of this Agreement marked to show provisions for which such Party intends to seek confidential treatment not less than five (5) Business Days prior to such filing (and any revisions to such portions of the proposed filing a reasonable time prior to the filing thereof), and shall reasonably consider the other Party’s comments thereon to the extent consistent with the legal requirements, with respect to the filing Party, governing disclosure of material agreements and material information that must be publicly filed, and shall only disclose Confidential Information which it is advised by counsel or the applicable Governmental Authority is legally required to be disclosed. No such notice shall be required under this Section 12.3(c) if the substance of the description of or reference to this Agreement contained in the proposed filing has been included in any previous filing made by either Party hereunder or otherwise approved by the other Party.
(d) Each Party shall require each of its Affiliates and private investors to which Confidential Information of the other Party is disclosed as permitted hereunder to comply with the covenants and restrictions set forth in Sections 12.1 through Section 12.3 as if each such Affiliate and each such investor were a Party to this Agreement and shall be fully responsible for any breach of such covenants and restrictions by any such Affiliate or investor.
Your Billing Rights: Keep this Document for Future Use This notice tells you about your rights and our responsibilities under the Fair Credit Billing Act.
NEGOTIATING PROCEDURES 1. Prior to the time set for entering into the process for negotiations, the Board through the Superintendent, and the Association, through its President, shall each designate in writing the names of not more than seven persons who shall serve on their respective negotiating teams and be responsible for negotiations pursuant to the provisions of this Agreement. Each party shall also designate the person on its team who will be the chief negotiator. If either party finds it necessary to change members of the team during negotiations, the party shall so inform the other party in writing, each party agreeing to keep changes as minimal as possible.
2. Negotiation meetings shall be closed to all except the Association and the Board designated negotiations team members and consultants.
3. Negotiation meetings will be conducted at the times and places mutually agreeable to the negotiators named by each party. A maximum time limit of two hours will be set for each session; however, an extension of time may be taken, if such extension is mutually agreeable to both teams. Any emergency meeting can be called by mutual consent of the spokesperson of both teams.
4. Negotiation meetings shall be scheduled at times which will not interfere with the teacher work day and the education program.
5. The requests for negotiations by the Association or by the Board of Education shall be in writing. The written requests shall be submitted by the President of the Association to the Superintendent, or by the Board of Education to the President of the Association, no later than April 1st of each year.
6. When using non-collaborative bargaining, the Association and the Board of Education will submit their packages of proposals to be negotiated by April 1st with the first meeting to be held no later than May 1st. However, when collaborative bargaining is being utilized, both parties will come to an agreement upon the date for beginning negotiations. At this meeting, proposals and/or issues requested for negotiations shall be within the scope of negotiable items as previously set forth.
7. Each team is responsible for the disposal of its' own respective proposals and/or issues in one of the following methods:
a. Agreement on the item
b. Agreement to withdraw the item
c. Sending the item to impasse In case of collective bargaining, all non-monetary items shall be disposed of by June 15. By mutual agreement of both teams, the June 15 date may be altered by written notification. In the case of either collective or collaborative bargaining, all items shall be disposed no later than the first day of school. By mutual agreement, all timelines may be extended.
8. Tentative agreements reached as a result of such negotiations shall be reduced to writing to be presented to the Association for ratification. Following such ratification, the agreements shall be presented to the Board for ratification. The Board shall act upon the agreements within two regular board meetings following Association ratification. Upon ratification and after necessary action by the Board, terms of the agreement shall be implemented. The Board recognizes that wages, hours, fringe benefits and terms and conditions of employment are negotiable items and such negotiated items will not be changed except through the negotiations process as outlined in this agreement.
9. Negotiations shall begin upon the first meeting between the duly appointed teams.
10. All negotiation items sent to impasse by the respective teams shall be sent to fact-finding as a package at the conclusion of discussions.
COMMENCEMENT OF WORK UNDER A SOW AGREEMENT Commencement of work as a result of the SOW-RFP process shall be initiated only upon issuance of a fully executed SOW Agreement and Purchase Order.
