Managed Third Party Agreements Clause Samples

Managed Third Party Agreements. (a) Vendor shall manage, administer and maintain the Managed Third Party Agreements. Vendor shall provide TXUED with reasonable notice of any renewal, termination or cancellation dates and fees with respect to the Managed Third Party Agreements. Vendor shall not renew, modify, terminate or cancel, or request or grant any consents or waivers under, any Managed Third Party Agreements without the consent of the TXUED Account Executive. Any Losses incurred by or obligations imposed on TXUED in connection with (i) any such renewal, modification, termination or cancellation of, or consent or waiver under, the Managed Third Party Agreements, obtained or given without TXUED’s consent, or (ii) Vendor’s failure to comply with the terms of the Managed Third Party Agreements shall be paid or discharged, as applicable, by Vendor, except to the extent such Losses are caused by TXUED. (b) Vendor shall (i) receive all invoices in respect of Managed Third Party Agreements (“Managed Invoices”), (ii) review and correct any errors in any such Managed Invoices in a timely manner and (iii) submit such Managed Invoices to TXUED within a reasonable period of time prior to the due date or, if a discount for payment is offered, the date on which TXUED may pay such Managed Invoice with a discount. TXUED shall pay the Managed Invoices received and approved by Vendor. TXUED shall only be responsible for payment of the Managed Invoices and shall not be responsible to Vendor for any management, administration or maintenance fees of Vendor in connection with the Managed Invoices. TXUED shall be responsible for any late fees in respect of the Managed Invoices, provided that Vendor submitted the applicable Managed Invoices to TXUED for payment within a reasonable period of time prior to the date any such Managed Invoice is due or the date on which TXUED may pay with a discount, but in no event later than fifteen (15) days prior to the due date of such Managed Invoice. If Vendor fails to submit a Managed Invoice to TXUED for payment in accordance with the preceding sentence, Vendor shall be responsible for any discount not received or any late fees in respect of such Managed Invoice.