Non-Material Breaches Clause Samples

The Non-Material Breaches clause defines how minor or insignificant breaches of a contract are treated differently from major breaches. Typically, this clause clarifies that if a party fails to fulfill a minor obligation that does not substantially affect the contract's overall purpose, such a breach does not entitle the other party to terminate the agreement. Instead, remedies may be limited to requiring the breaching party to correct the issue. The core function of this clause is to prevent disproportionate consequences, such as contract termination, for minor infractions, thereby promoting fairness and stability in contractual relationships.
Non-Material Breaches. If either Party refuses or fails to perform any of its non-material obligations in this Agreement, the other Party may give written notice of the failure. If the breaching Party fails or refuses to cure the failure of any non-material obligation in the notice within ten (10) calendar days after notice is given, the other Party may terminate this Agreement immediately. HCED is authorized to give notice for County.
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Non-Material Breaches. In the event of any non-material breach under this Agreement, the aggrieved party shall promptly provide written notice of the non-material breach. The parties agree that non-material breaches cannot be a basis for terminating this Agreement and shall be subject to the dispute resolution provision in paragraph 21, except as provided in paragraphs 6.4, 6.2 and 6. 1. The parties further agree that the matters that may result in non-material breaches include, but are not limited to, the following: 6.3.1 Whether SSG has complied with the procedures referenced in paragraph 3.8; 6.3.2 Whether SSG has sold a MacGregor-branded Product to a customer that is not covered by SSG's license under this Agreement; 6.3.3 Whether SSG has sold a MacGregor-branded product that is not covered by SSG's license under this Agreement; 6.3.4 Whether a product advertised, offered or sold by SSG is a new product that requires approval under paragraph 8.2 or is already a Product as defined in this Agreement; 6.3.5 Whether a customer is an Excluded Customer, Exclusive Customer, Individual Customer or On-line Seller as defined in this Agreement;
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Non-Material Breaches. Non-material breaches or failures to perform by a party hereunder shall not be grounds for postponing the Closing, or terminating this Agreement, but such breaches or failures shall apply to the limitation of liability in Section 12.6 above.
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Non-Material Breaches. If Service Provider commits a breach of any term of this Agreement which constitutes a non-material breach and fails to remedy such breach within 21 (twenty-one) days of notice thereof from Transnet, Transnetshall be entitled (in addition to any other rights and remedies that it may have in terms of the Agreement or otherwise and without prejudice to any claims which Transnet may have for damages against the Service Provider) to terminate this Agreement and/or any or all Schedules and Appendices upon written notice to Service Provider in circumstances where:
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Non-Material Breaches. 39.4.2.1 If Service Provider commits a breach of any term of this Agreement which constitutes a non-material breach and fails to remedy such breach within 21 (twenty-one) days of notice thereof from Transnet, Transnetshall be entitled (in addition to any other rights and remedies that it may have in terms of the Agreement or otherwise and without prejudice to any claims which Transnet may have for damages against the Service Provider) to terminate this Agreement and/or any or all Schedules and Appendices upon written notice to Service Provider in circumstances where: 39.2.3.1.1 during the first 6 (six) months following the Effective Date, Service Provider has failed to remedy more than 12 (twelve) non-material breaches within the 21 (twenty one) day notice period in a Three Month Period; 39.2.3.1.2 after a period of 6 (six) months following the Effective Date, Service Provider has failed to remedy more than 6 (six) non- material breaches within the 21 (twenty-one) day notice period in a Three Month Period.
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Related to Non-Material Breaches

  • Material Breach A material breach for purposes of this Agreement shall include, but not be limited to: (a) Failure to timely furnish the documents described in Section 6 or the information requested by GO-Biz or the FTB relating to Taxpayer’s compliance with this Agreement. (b) Material misstatements in any information provided to GO-Biz as part of the application process and/or after this Agreement is signed. (c) Failure to materially satisfy applicable Milestones as set forth in Exhibit A, materiality of which shall be determined by GO-Biz, by the end of the last taxable year identified in Exhibit A. (d) Failure to maintain one or more Milestones for a minimum of three (3) subsequent taxable years after achieving the Milestone(s).

  • Termination for Material Breach If either Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more of its obligations under this Agreement, then the Non-Breaching Party may deliver notice of such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party shall have the right to terminate this Agreement if the breach asserted in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentence.

  • Termination on Material Default 30.2.1 The Authority may terminate this Framework Agreement for material Default by issuing a Termination Notice to the Supplier where: (a) the Supplier fails to accept a Call Off Agreement pursuant to paragraph 6.2 of Framework Schedule 5 (Call Off Procedure); (b) a Contracting Body terminates a Call Off Agreement for the Supplier’s breach of that Call Off Agreement; (c) an Audit reveals that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due; (d) the Supplier refuses or fails to comply with its obligations as set out in Framework Schedule 12 (Continuous Improvement and Benchmarking); (e) in the event of two (2) or more failures by the Supplier to meet the specific KPI Targets at Framework Schedule 2 (except in relation to the “Spend under Management”, “On Time Delivery” and “On Quote Delivery” KPIs set out in Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators)), whether the failures relate to the same or different KPI targets, in any rolling period of three (3) Months; (f) the Authority expressly reserves the right to terminate this Framework Agreement for material Default including pursuant to: (i) Clause 16.1.4(c)(ii) (Variation Procedure); (ii) Clause 24.2.10 (Confidentiality); (iii) Clause 37.6.2 (Prevention of Fraud and ▇▇▇▇▇▇▇); (iv) Clause 33.1.2 (Compliance) (v) Clause 38.3 (Conflicts of Interest); (vi) paragraph 6.2 of Framework Schedule 9 (Management Information); and/or (vii) anywhere that is stated in this Framework Agreement that the Supplier by its act or omission will have committed a material Default; (g) the Supplier commits a Default of any of the following Clauses or Framework Schedules: (i) Clause 6 (Representations and Warranties); (ii) Clause 9 (Framework Agreement Performance); (iii) Clause 15 (Records, Audit Access and Open Book Data); (iv) Clause 17 (Management Charge); (v) Clause 18 (Promoting Tax Compliance); (vi) Clause 22 (Supply Chain Rights and Protection); (vii) Clause 24.1 (Provision of Management Information); (viii) Clause 24.4 (Freedom of Information); (ix) Clause 24.5 (Protection of Personal Data); (x) paragraph 1.2 of Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators); and/or (xi) paragraph 2.3 of Part A of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators); and/or (xii) paragraph 4 of Framework Schedule 16 (Financial Distress); and/or (h) the Supplier commits any material Default which is not, in the reasonable opinion of the Authority, capable of remedy; and/or (i) the Supplier commits a Default, including a material Default, which in the opinion of the Authority is remediable but has not remedied such Default to the satisfaction of the Authority within twenty (20) Working Days, or such other period as may be specified by the Authority, after issue of a written notice from the Authority to the Supplier specifying the remediable Default and requesting it to be remedied in accordance with any instructions of the Authority.

  • Data Breaches Contractor shall notify the School District in writing as soon as commercially practicable, however no later than forty-eight (48) hours, after Contractor has either actual or constructive knowledge of a breach which affects the School District’s Data (an “Incident”) unless it is determined by law enforcement that such notification would impede or delay their investigation. Contractor shall have actual or constructive knowledge of an Incident if Contractor actually knows there has been an Incident or if Contractor has reasonable basis in facts or circumstances, whether acts or omissions, for its belief that an Incident has occurred. The notification required by this section shall be made as soon as commercially practicable after the law enforcement agency determines that notification will not impede or compromise the investigation. Contractor shall cooperate with law enforcement in accordance with applicable law provided however, that such cooperation shall not result in or cause an undue delay to remediation of the Incident. Contractor shall promptly take appropriate action to mitigate such risk or potential problem at Contractor’s or OPERATOR’s expense. In the event of an Incident, Contractor shall, at its sole cost and expense, restore the Confidential Information, to as close its original state as practical, including, without limitation any and all Data, and institute appropriate measures to prevent any recurrence of the problem as soon as is commercially practicable. Contractor will conduct periodic risk assessments and remediate any identified security vulnerabilities in a timely manner. Contractor will also have a written incident response plan, to include prompt notification of the District in the event of a security or privacy incident, as well as best practices for responding to a breach of PII.