Common use of Performance Fee Clause in Contracts

Performance Fee. Notwithstanding any other provision herein, to the extent Seller’s performance is the direct and proximate cause of Buyer losing some or all of Buyer’s fee that it would have otherwise earned under its prime contract, Seller shall be liable to Buyer for the amount of such lost fee (“Lost Fee”). Prior to Buyer taking action to recover such Lost Fee, Buyer shall provide written notice to Seller. Such notice shall set forth the basis for Xxxxx’s assertion that Xxxxxx was responsible for the Lost Fee. Upon receipt of such notice, Seller shall have fifteen (15) business days to provide Buyer with a written response. Buyer shall then have an additional fifteen (15) business days to evaluate and consider Seller’s response. In the event that the Parties fail to reach agreement based on the foregoing procedure, the Parties shall escalate the Lost Fee dispute to their respective management designees who shall have an additional thirty (30) days to confer to resolve the dispute. If, after such additional time, the Parties cannot resolve the Lost Fee dispute, either Party may seek relief from a court of competent jurisdiction. If Xxxxxx and Buyer reach agreement of the amount of Seller’s liability for Buyer’s Lost Fee, Buyer may debit such amount against amounts owing to Seller under this Contract or other contracts between the Parties.

Performance Fee. Notwithstanding any other provision herein, to the extent Seller’s performance is the direct and proximate cause of Buyer losing some or all of Buyer’s fee that it would have otherwise earned under its prime contract, Seller shall be liable to Buyer for the amount of such lost fee (“Lost Fee”). Prior to Buyer taking action to recover such Lost Fee, Buyer shall provide written notice to Seller. Such notice shall set forth the basis for Xxxxx’s assertion that Xxxxxx was responsible for the Lost Fee. Upon receipt of such notice, Seller shall have fifteen (15) business days to provide Buyer with a written response. Buyer shall then have an additional fifteen (15) business days to evaluate and consider SellerXxxxxx’s response. In the event that the Parties fail to reach agreement based on the foregoing procedure, the Parties shall escalate the Lost Fee dispute to their respective management designees who shall have an additional thirty (30) days to confer to resolve the dispute. If, after such additional time, the Parties cannot resolve the Lost Fee dispute, either Party may seek relief from a court of competent jurisdiction. If Xxxxxx and Buyer reach agreement of the amount of Seller’s liability for Buyer’s Lost Fee, Buyer may debit such amount against amounts owing to Seller under this Contract or other contracts between the Parties.