Common use of For Material Breach Clause in Contracts

For Material Breach. a) In the event that either Party believes that the other Party is in Material Breach of its obligations under this Agreement, such aggrieved Party may terminate this Agreement upon giving a one month’s notice for curing the Material Breach to the other Party. In case the Material Breach continues, after the notice period, the Purchaser or Managed Service Provider, as the case may be will have the option to terminate the Agreement. Any notice served pursuant to this Clause shall give reasonable details of the Material Breach, which could include the following events and the termination will become effective: (i) Managed Service Provider becomes insolvent, bankrupt, resolution is passed for the winding up of the Managed Service Provider’s organization; (ii) Information provided to the Purchaser is found to be incorrect; (iii) Contract conditions are not met as per the requirements specified in the application document; (iv) Misleading claims about the empanelment status with MeitY are made; (v) If the Managed Service Provider fails to perform any other obligation(s) under the Agreement (vi) If the Managed Service Provider is not able to deliver the services as per the SLAs which translates into Material Breach, then the Purchaser may serve a 30 days written notice for curing this Material Breach. In case the Material Breach continues, after the expiry of such notice period, the Purchaser will have the option to terminate this Agreement. Further, the Purchaser may offer a reasonable opportunity to the Managed Service Provider to explain the circumstances leading to such a breach. b) In the event, the Purchaser terminates the Agreement in whole or in part, the Purchaser may procure, upon such terms and conditions as it deems appropriate, services similar to those undelivered, and the Managed Service Provider shall be liable to the Purchaser for any excess costs for such similar services where such excess costs shall not exceed 10% of the value of the undelivered services. However, the Managed Service Provider shall continue to work with the Purchaser to the extent not terminated. On termination, the exit management and transition provisions as per the Agreement will come into effect. c) The Purchaser may by giving a one month’s written notice, terminate this Agreement if a change of control of the Managed Service Provider has taken place. For the purposes of this Clause, in the case of Managed Service Provider, change of control shall mean the events stated in Clause 1.4, and such notice shall become effective at the end of the notice period as set out in Clause 1.4. d) In the event that Managed Service Provider undergoes such a change of control, Purchaser may, as an alternative to termination, require a full Performance Guarantee for the obligations of Managed Service Provider by a guarantor acceptable to Purchaser or its nominated agencies. If such a guarantee is not furnished within 30 days of Purchaser’s demand, the Purchaser may exercise its right to terminate this Agreement in accordance with this Clause by giving 15 days further written notice to the Managed Service Provider. e) The termination provisions set out in this Clause shall apply mutatis mutandis to the SLA.

For Material Breach. (a) In the event that either Party believes that the other Party is in Material Breach of its obligations under this Agreement, such aggrieved Party may terminate this Agreement upon giving a one month’s notice for curing the Material Breach to the other Party. In case the Material Breach continues, after the notice period, the Purchaser or Managed Service ProviderImplementation Agency, as the case may be will have the option to terminate the Agreement. Any notice served pursuant to this Clause shall give reasonable details of the Material Breach, which could include the following events and the termination will become effective: (i) Managed If the Service Provider becomes insolvent, bankrupt, resolution is passed for the winding up of the Managed Service Provider’s organization; (iiSP) Information provided to the Purchaser is found to be incorrect; (iii) Contract conditions are not met as per the requirements specified in the application document; (iv) Misleading claims about the empanelment status with MeitY are made; (v) If the Managed Service Provider fails to perform any other obligation(s) under the Agreement (vi) If the Managed Service Provider is not able to deliver the services as per the SLAs defined in RFP which translates into Material Breach, then the Purchaser may serve a 30 days written notice for curing this Material Breach. In case the Material Breach continues, after the expiry of such notice period, the Purchaser will have the option to terminate this Agreement. Further, the Purchaser may offer a reasonable opportunity to the Managed Service Provider (SP) to explain the circumstances leading to such a breach. b(ii) In If there is a Material Breach by the eventPurchaser or its nominated agencies which results in not providing support for effecting data migration or not providing the certification of User Acceptance then the Service Provider (SP) will give a one month’s notice for curing the Material Breach to the Purchaser. After the expiry of such notice period, the Purchaser terminates the Agreement in whole or in part, the Purchaser may procure, upon such terms and conditions as it deems appropriate, services similar to those undelivered, and the Managed Service Provider shall be liable (SP) will have the option to terminate the Purchaser for any excess costs for such similar services where such excess costs shall not exceed 10% of the value of the undelivered services. However, the Managed Service Provider shall continue to work with the Purchaser to the extent not terminated. On termination, the exit management and transition provisions as per the Agreement will come into effectAgreement. c(b) The Purchaser may by giving a one month’s written notice, terminate this Agreement if a change of control of the Managed Service Provider (SP) has taken place. For the purposes of this Clause, in the case of Managed Service Provider, change of control shall mean the events stated in Clause 1.45.3, and such notice shall become effective at the end of the notice period as set out in Clause 1.45.3 (c). d(c) In the event that Managed Service Provider (SP) undergoes such a change of control, Purchaser may, as an alternative to termination, require a full Performance Guarantee for the obligations of Managed Service Provider (SP) by a guarantor acceptable to Purchaser or its nominated agencies. If such a guarantee is not furnished within 30 days of Purchaser’s demand, the Purchaser may exercise its right to terminate this Agreement in accordance with this Clause by giving 15 days further written notice to the Managed Service Provider. e(d) The termination provisions set out in this Clause shall apply mutatis mutandis to the SLA.

For Material Breach. (a) In the event that either Party believes that the other Party is in Material Breach of its obligations under this Agreement, such aggrieved Party may terminate this Agreement upon giving a one month’s notice for curing the Material Breach to the other Party. In case the Material Breach continues, after the notice period, the Purchaser or Managed Service ProviderImplementation Agency, as the case may be will have the option to terminate the Agreement. Any notice served pursuant to this Clause shall give reasonable details of the Material Breach, which could include the following events and the termination will become effective: (i) Managed Service Provider becomes insolvent, bankrupt, resolution is passed for the winding up of the Managed Service Provider’s organization; (ii) Information provided to the Purchaser is found to be incorrect; (iii) Contract conditions are not met as per the requirements specified in the application document; (iv) Misleading claims about the empanelment status with MeitY are made; (v) If the Managed Service Provider fails to perform any other obligation(s) under the Agreement (vi) If the Managed Service Provider Implementation Agency is not able to deliver the services as per the SLAs defined in RFP which translates into Material Breach, then the Purchaser may serve a 30 days written notice for curing this Material Breach. In case the Material Breach continues, after the expiry of such notice period, the Purchaser will have the option to terminate this Agreement. Further, the Purchaser may offer a reasonable opportunity to the Managed Service Provider Implementation Agency to explain the circumstances leading to such a breach. b(ii) In If there is a Material Breach by the eventPurchaser or its nominated agencies which results in not providing support for effecting data migration or not providing the certification of User Acceptance then the Implementation Agency will give a one month’s notice for curing the Material Breach to the Purchaser. After the expiry of such notice period, the Purchaser terminates Implementation Agency will have the Agreement in whole or in part, option to terminate the Purchaser may procure, upon such terms and conditions as it deems appropriate, services similar to those undelivered, and the Managed Service Provider shall be liable to the Purchaser for any excess costs for such similar services where such excess costs shall not exceed 10% of the value of the undelivered services. However, the Managed Service Provider shall continue to work with the Purchaser to the extent not terminated. On termination, the exit management and transition provisions as per the Agreement will come into effectAgreement. c(b) The Purchaser may by giving a one month’s written notice, terminate this Agreement if a change of control of the Managed Service Provider Implementation Agency has taken place. For the purposes of this Clause, in the case of Managed Service ProviderImplementation Agency, change of control shall mean the events stated in Clause 1.45.3, and such notice shall become effective at the end of the notice period as set out in Clause 1.45.3 (c). d(c) In the event that Managed Service Provider Implementation Agency undergoes such a change of control, Purchaser may, as an alternative to termination, require a full Performance Guarantee for the obligations of Managed Service Provider Implementation Agency by a guarantor acceptable to Purchaser or its nominated agencies. If such a guarantee is not furnished within 30 days of Purchaser’s demand, the Purchaser may exercise its right to terminate this Agreement in accordance with this Clause by giving 15 days further written notice to the Managed Service ProviderImplementation Agency. e(d) The termination provisions set out in this Clause shall apply mutatis mutandis to the SLA.