New Technology Arrangement Following the Sample Clauses

New Technology Arrangement Following the. [____]* month after the effective date of this Agreement, ENVOY shall have the right to terminate this Agreement with GTEDS if it is able to enter into a New Technology arrangement with a third party provider that: (a) provides ENVOY with a minimum [____]* lower total price for the Services then being provided by GTEDS than if ENVOY continued to receive Services in accordance with this Agreement; and, (b) will utilize "New Technology" which is capable of performing the Services being provided by GTEDS, which technology is not being used by GTEDS at that time to provide ENVOY the contracted Services; and, (c) has a term of at least two years or the remaining term of this Agreement, whichever is greater. Prior to entering into any "New Technology" Arrangement, ENVOY shall provide a written notice to GTEDS of its desire to enter into a New Technology Arrangement setting forth the material terms and conditions of such arrangement, including a copy of a valid proposal between ENVOY and the third party. GTEDS shall have the right and option to enter into such "New Technology" Arrangement upon substantially the same terms and conditions as set forth in the proposal between ENVOY and the third party by giving written notice to ENVOY within [____]* days after receipt of ENVOY's written notice (the "Option Period"). If GTEDS does not exercise its right and option described above or ENVOY and GTEDS fail to agree upon the terms and conditions for the New Technology Arrangement, the restrictions outlined in Section 5.1 will no longer apply. ENVOY shall have the right to receive Services from GTEDS for a total of [_____]* days from the date of ENVOY's initial written notice to GTEDS as specified above and subject to Section 6.9 of this Agreement. If ENVOY is unable to execute an agreement with its vendor on the terms stated in the proposal submitted to GTEDS for the New Technology, or executes an agreement but is unable to implement the New Technology within the [_____]* day time period set forth above, the terms and conditions of this Agreement shall remain in full force and effect. Notwithstanding the foregoing, if ENVOY enters into a New Technology Arrangement with an entity other than GTEDS, this Agreement shall remain valid and effective throughout the Term, except with respect to the New Technology.
Sample 1
AutoNDA by SimpleDocs

Related to New Technology Arrangement Following the

  • EFFECTIVE DATE; TERM OF AGREEMENT This Agreement shall become effective as of January 29, 2010 (the “Effective Date”). Upon effectiveness of this Agreement on the Effective Date, the Employment Agreement between the Company and the Executive dated as of September 8, 2006 (as amended, the “Prior Agreement”) shall terminate and be of no further force and effect. Subject to earlier termination as provided herein, Executive’s employment hereunder shall continue on the terms provided herein until February 2, 2013 (the “End Date”). The period of Executive’s employment by the Company from and after the Effective Date, whether under this Agreement or otherwise, is referred to in this Agreement as the “Employment Period,” it being understood that nothing in this Agreement shall be construed as entitling Executive to continuation of his employment beyond the End Date and that any such continuation shall be subject to the agreement of the parties. This Agreement is intended to comply with the applicable requirements of Section 409A and shall be construed accordingly.

  • AGREEMENT RE-OPENER This Agreement may be amended by mutual consent. If either party wishes to amend or vary this Agreement, it shall give to the other party notice of any amendment proposed and the parties shall meet and discuss such proposal not later than one (1) calendar month after receipt of such notice.

  • No Construction as Employment Agreement Nothing contained in this Agreement shall be construed as giving Indemnitee any right to be retained in the employ of the Company or any of its subsidiaries.

  • Rights to Inventions Made Under a Contract or Agreement For any federally assisted contract, awarded to a small business firm or nonprofit organization as defined in 37 CFR

  • Effective Date and Term of Agreement This Agreement is effective and binding on the Company and Employee as of the date hereof; provided, however, that, subject to Section 2(d), the provisions of Sections 3 and 4 shall become operative only upon the Change in Control Date.

  • CFR Part 200 or Federal Provision - Xxxx Anti-Lobbying Amendment - Continued If you answered "No, Vendor does not certify - Lobbying to Report" to the above attribute question, you must download, read, execute, and upload the attachment entitled "Disclosure of Lobbying Activities - Standard Form - LLL", as instructed, to report the lobbying activities you performed or paid others to perform. Compliance with all applicable standards, orders, or requirements issued under section 306 of the Clean Air Act (42 U.S.C. 1857(h)), section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR part 15). (Contracts, subcontracts, and subgrants of amounts in excess of $100,000) Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, ESC Region 8 and TIPS Members requires the proposer certify that in performance of the contracts, subcontracts, and subgrants of amounts in excess of $250,000, the vendor will be in compliance with all applicable standards, orders, or requirements issued under section 306 of the Clean Air Act (42 U.S.C. 1857(h)), section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR part 15). Does vendor certify compliance? Yes

  • Effective Date of Agreement The provisions of the agreement will come into full force and effect on the date of ratification, unless specified otherwise.

  • First Source Hiring Program Contractor must comply with all of the provisions of the First Source Hiring Program, Chapter 83 of the San Francisco Administrative Code, that apply to this Agreement, and Contractor is subject to the enforcement and penalty provisions in Chapter 83.

  • Agreement Xxx 0000 The Company shall not produce iron ore under this Agreement for transportation in any calendar year in excess of the approved production limit nor shall the total number of the mine workforce exceed the approved mine workforce without the prior consent in principle of the Minister and, subject to that consent, approval of detailed proposals in regard thereto in accordance with this Clause.

  • Effective Date Term and Termination 1.1 The effective date ("EFFECTIVE DATE") of this Agreement shall be the date first above written. 1.2 The term of this Agreement ("TERM") commences on the Effective Date, and unless the Agreement is terminated pursuant to Section 1.3 or 1.4, it shall continue in force until "Completion Date" (as defined in Section 3.2). 1.3 Each party may terminate this Agreement (effective immediately upon written notice) if the other party materially breaches any provision of this Agreement if such breach continues and is not cured within [***] after written notice thereof by the non-breaching party, including the nature of the breach upon which such notice is based. SVI may terminate this Agreement upon written notice to Customer if Customer fails to pay, within [***] of a Payment Date, any amount payable hereunder. SVI may suspend its performance of services under the terms of this Agreement pending receipt of such payment. Any such termination by SVI shall not affect SVI and Customer's respective rights with respect to any Deliverables and/or Professional Services delivered or performed and fully paid during the Term. 1.4 Customer may terminate this Agreement during the Term (a) upon written notice to SVI after [***] prior written notice, provided that Customer shall remain obligated to pay to SVI all amounts due SVI to such termination date (b) upon [***] written notice to SVI after a change of control (as defined in Section 13.1), or (c) on the occurrence of any of the following: (i) an assignment by SVI for the benefit of creditors; (ii) the appointment of a trustee or receiver for substantially all of SVI's assets; or (iii) to the extent termination is enforceable under the U.S. Bankruptcy Code, a proceeding in bankruptcy is instituted against SVI which is acquiesced in, is not dismissed within [***], or results in an adjudication of bankruptcy. 1.5 After expiration or termination of this Agreement for any reason, other than related to Customer's breach, SVI shall promptly deliver any partially-created Deliverable that exists as of the expiration or termination date; provided that Customer pays SVI all amounts then due SVI. Upon delivery, such Deliverable shall be considered a "Deliverable" for all purposes hereunder. 1.6 Subject to each party's rights, remedies and defenses relating to any breach by the other party, the provisions of Sections 1.5, 1.6, 6 (with respect to Deliverables delivered in the Term, subject to Section 1.5), 9.1 (with respect to fees accrued prior to expiration or termination), 9.3, 12.2(a), 12.3-12.7, 14-33 shall survive expiration or termination of this Agreement (including the Revenue Sharing Term in Section 17.1) for any reason. [***] = Confidential Treatment Requested

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!