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 following such attempts (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 within two (2) attempts, then TxDOT 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 TxDOT's acceptance and within time frames reasonably requested by TxDOT 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 reasonable expense (all such out-of-pocket expenses and costs of TxDOT shall 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 (E) exercise any of its other rights and remedies under this Agreement or available at law or in equity. If TxDOT elects options (A) or (B) above and Service Provider fails to cure the Noncompliance in accordance with the foregoing, TxDOT may thereafter elect any of the foregoing options (C) through (E). The remedies above are in addition to and shall not limit TxDOT's other remedies, whether at Law, in equity, or under this Agreement.

Failure to Cure a Noncompliance. If Service Provider (1) requires more than two (2) attempts to cure a particular Noncompliance, (2) Contractor does not correct all Noncompliance of a Noncompliance in Deliverable or provide and interim workaround within a reasonable period of time following resubmission and receipt of a second notice of such attempts Noncompliance (not to exceed ten five (105) days, unless otherwise mutually agreedBusiness Days), or (3) cures a particular Noncompliance and such cure results in another Noncompliance and Service Provider is not able to collectively cure such Noncompliance within two (2) attempts, then TxDOT OCA may, in its sole discretion and upon written notification to Service ProviderContractor, (A) provide Service Provider Contractor an additional cure period to fix the Noncompliance; (B) conditionally Accept the Milestone Deliverable and and, at no cost to OCA, require Service Provider Contractor to develop a remediation plan, subject to TxDOT's acceptance and within time frames reasonably requested by TxDOT OCA’s approval of such plan, whereby Service Provider Contractor shall design and implement a workaround solution that mitigates the Noncompliance; (C) reject the Deliverable entirely, in which case Contractor shall fully refund any Charges paid for such Deliverable; or (D) correct the Noncompliance itself or hire a third party to correct the Noncompliance at Service Provider's Contractor’s reasonable expense (all such out-of-pocket expenses and costs of TxDOT incurred by OCA shall be subject to set-off as set forth in Section 12.311.2); (DE) implement and use the Milestone Deliverable despite the Noncompliance and equitably reduce the ChargesCharges in an amount reasonably determined by OCA; or (EF) exercise any of its other rights and remedies under this Agreement or available at law or in equityrequire Contractor to pay the Deliverable Fees. If TxDOT OCA elects options (A) or (B) above and Service Provider Contractor fails to cure the Noncompliance in accordance with the foregoing, TxDOT OCA may thereafter also elect any of the foregoing to pursue options (C) through ), or (D), (E) or (F). The remedies above are in addition to and shall not limit TxDOT's OCA’s other remedies, whether at Law, in equity, or under this Agreement. Contractor reserves its rights to dispute the amount of proposed reduction or other actions.

Failure to Cure a Noncompliance. If Service Provider Successful Respondent (1) requires more than two (2) attempts to cure a particular Noncompliance, (2) does not correct a Noncompliance in a reasonable period of time following such attempts (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 Successful Respondent is not able to collectively cure such Noncompliance Noncompliance(s) within two (2) attempts, then TxDOT DIR may, in its sole discretion and upon written notification to Service ProviderSuccessful Respondent, (A) provide Service Provider Successful Respondent an additional cure period to fix the Noncompliance; (B) conditionally Accept the Milestone Deliverable and require Service Provider Successful Respondent to develop a remediation plan, subject to TxDOTDIR's acceptance and within time frames reasonably requested by TxDOT DIR whereby Service Provider Successful Respondent 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 reasonable Successful Respondent’s expense (all such out-of-pocket expenses and costs of TxDOT shall DIR and/or the DIR Customer to be subject to set-off as set forth in Section 12.312.4; (D) implement and use the Milestone Deliverable despite the Noncompliance and equitably reduce the Charges; or (E) exercise any of its other rights and remedies under this Agreement or available at law or in equity. If TxDOT DIR elects options (A) or (B) above and Service Provider Successful Respondent fails to cure the Noncompliance in accordance with the foregoing, TxDOT DIR may thereafter elect any of the foregoing options (CA) through (E). The remedies above are in addition to and shall not limit TxDOTDIR's other remedies, whether at Law, in equity, or under this Agreement.

Failure to Cure a Noncompliance. If Service Provider Successful Respondent (1) requires more than two (2) attempts to cure a particular Noncompliance, (2) does not correct a Noncompliance within the timeframes defined in a reasonable period of time following such attempts (not to exceed ten (10Section 4.5(b)(iv) days, unless or as otherwise mutually agreed), or (3) cures a particular Noncompliance and such cure results in another Noncompliance and Service Provider Successful Respondent is not able to collectively cure such Noncompliance Noncompliance(s) within two one (21) attemptsattempt in five (5) Business Days, then TxDOT DIR may, in its sole discretion and discretion, apply any remedies including Deliverable Credits. After the cure process stated above, upon written notification to Service ProviderSuccessful Respondent, DIR in its sole discretion may (A) provide Service Provider Successful Respondent an additional cure period to fix the Noncompliance; (B) conditionally Accept the Milestone Deliverable and require Service Provider Successful Respondent to develop a remediation plan, subject to TxDOTDIR's acceptance and within time frames reasonably requested by TxDOT DIR whereby Service Provider Successful Respondent 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 reasonable Successful Respondent’s expense (all such out-of-pocket expenses and costs of TxDOT shall DIR and/or the DIR Customer to be subject to set-off as set forth in Section 12.312.3 and subject to Section 18.3, Limitation of Liability; (D) implement and use the Milestone Deliverable despite the Noncompliance and equitably reduce the Charges; or (E) exercise any of its other rights and remedies under this Agreement or available at law or in equity. If TxDOT DIR elects options (A) or (B) above and Service Provider Successful Respondent fails to cure the Noncompliance in accordance with the foregoing, TxDOT DIR may thereafter elect any of the foregoing options options (CA) through (E). The remedies above are in addition to and shall not limit TxDOTDIR's other remedies, whether at Law, in equity, or under this Agreement.