Common use of Failure to Cure a Noncompliance Clause in Contracts

Failure to Cure a Noncompliance. If Service Provider (1) requires more than two (2) attempts to cure a particular Noncompliance, (2) does not correct a Noncompliance in a reasonable period of time (not to exceed ten (10) days, unless otherwise mutually agreed), or (3) cures a particular Noncompliance and such cure results in another Noncompliance and Service Provider is not able to collectively cure such Noncompliance(s) within two (2) attempts, then DIR may, in its sole discretion and upon written notification to Service Provider, (A) provide Service Provider an additional cure period to fix the Noncompliance; (B) conditionally Accept the Milestone Deliverable and require Service Provider to develop a remediation plan, subject to DIR's acceptance and within time frames reasonably requested by DIR whereby Service Provider shall design and implement a workaround solution that mitigates the Noncompliance; (C) correct the Noncompliance itself or hire a third party to correct the Noncompliance at Service Provider's expense (all such out-of-pocket expenses and costs of DIR and/or the DIR Customer to be subject to set-off as set forth in Section 12.3; (D) implement and use the Milestone Deliverable despite the Noncompliance and equitably reduce the Charges; or

Failure to Cure a Noncompliance. If Service Provider (1) requires more than two (2) attempts to cure a particular Noncompliance, (2) does not correct a Noncompliance in a reasonable period of time (not to exceed ten (10) days, unless otherwise mutually agreed), or (3) cures a particular Noncompliance and such cure results in another Noncompliance and Service Provider is not able to collectively cure such Noncompliance(s) within two (2) attempts, then DIR may, in its sole discretion and upon written notification to Service Provider, (A) provide Service Provider an additional cure period to fix the Noncompliance; (B) conditionally Accept the Milestone Deliverable and require Service Provider to develop a remediation plan, subject to DIR's ’s acceptance and within time frames reasonably requested by DIR whereby Service Provider shall design and implement a workaround solution that mitigates the Noncompliance; (C) correct the Noncompliance itself or hire a third party to correct the Noncompliance at Service Provider's expense (all such out-of-pocket expenses and costs of DIR and/or the DIR Customer to be subject to set-off as set forth in Section 12.3; (D) implement and use the Milestone Deliverable despite the Noncompliance and equitably reduce the Charges; oror (E) exercise any of its other rights and remedies under this Agreement or available at law or in equity. If DIR elects options (A) or (B) above and Service Provider fails to cure the Noncompliance in accordance with the foregoing, DIR may thereafter elect any of the foregoing options (A) through (E). The remedies above are in addition to and shall not limit DIR's other remedies, whether at Law, in equity, or under this Agreement.