Performance Upgrades Sample Clauses

Performance Upgrades. From time to time, XXX may provide Client with specific advice and directions relating to the performance of the Services, and suggest certain performance improvements, modifications or upgrades to enhance the performance of said Service (including, without limitation, pursuant to Section 9.3 above) (herein known as "Performance Upgrades"), which shall be set forth in a “Critical Action Letter” delivered to Client. Client agrees to promptly follow and implement any such Performance Upgrades at Client’s sole cost. XXX does not accept any responsibility or any liability for any problems which may result from failure to implement Performance Upgrades set forth therein. If Client’s failure to follow or implement NED’s advice renders part or all of the Services economically or technically unreasonable to provide in NED’s discretion, then XXX may terminate the applicable SOW. Unless specifically and expressly stated in a SOW, any services required to remediate issues caused by Client’s failure to follow NED's advice or directions, as well as any services required to bring the System up to or maintain the Minimum Requirements, are not covered under any SOW and will be out-of-scope. Should Client elect to forego implementation of the Performance Upgrades or corrective action as set forth in the Critical Action Letter, Client shall execute the Critical Action Letter Waiver (attached to the Critical Action Letter) identifying all Performance Upgrades or corrective actions the Client has elected to forgo, and shall indemnify, defend and hold harmless XXX and its Contracted Subcontractors, and their respective directors, officers, employees, consultants and agents) for any losses (including attorneys’ fees and costs) arising out of the same.
Sample 1
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Related to Performance Upgrades

  • Performance Standard Contractor shall perform all work hereunder in a manner consistent with the level of competency and standard of care normally observed by a person practicing in Contractor's profession. County has relied upon the professional ability and training of Contractor as a material inducement to enter into this Agreement. Contractor hereby agrees to provide all services under this Agreement in accordance with generally accepted professional practices and standards of care, as well as the requirements of applicable federal, state and local laws, it being understood that acceptance of Contractor’s work by County shall not operate as a waiver or release. If County determines that any of Contractor's work is not in accordance with such level of competency and standard of care, County, in its sole discretion, shall have the right to do any or all of the following: (a) require Contractor to meet with County to review the quality of the work and resolve matters of concern; (b) require Contractor to repeat the work at no additional charge until it is satisfactory; (c) terminate this Agreement pursuant to the provisions of Article 4; or (d) pursue any and all other remedies at law or in equity.

  • Performance Schedule The Parties will perform their respective responsibilities in accordance with the Performance Schedule. By executing this Agreement, Customer authorizes Motorola to proceed with contract performance.

  • Performance Pay In accordance with Section 8 of the General Appropriations Act for Fiscal Year 2020-2021, contingent upon the availability of funds and at the Agency Head’s discretion, each agency is authorized to grant merit pay increases based on the employee’s exemplary performance, as evidenced by a performance evaluation conducted pursuant to Rule 60L-35, Florida Administrative Code.

  • PERFORMANCE OUTCOMES 8 A. CONTRACTOR shall achieve performance objectives, tracking and reporting Performance 9 Outcome Objective statistics in monthly programmatic reports, as appropriate. ADMINISTRATOR 10 recognizes that alterations may be necessary to the following services to meet the objectives, and,

  • Performance Levels (a) The Performance Levels which apply to the performance by the respective Parties of their obligations under this Agreement are set out in Part 1 of Schedule 5. A failure by either Party to achieve the relevant Performance Level will not constitute a breach of this Agreement and the only consequences of such failure as between the Parties shall be the consequences set out in this Clause 5.6.

  • PERFORMANCE OBJECTIVES 4.1 The Performance Plan (Annexure A) sets out-

  • Performance Orders A Performance Order:

  • PERFORMANCE PERIOD This Agreement shall be performed during the period which begins Oct 01 2020 and ends Sep 30 2022. All services under this Agreement must be rendered within this performance period, unless directly specified under a written change or extension provisioned under Article 14, which shall be fully executed by both parties to this Agreement.

  • Performance Goals A. The Trust and State Street have developed mutually acceptable performance goals dated March 1, 2011 , and as may be amended from time to time, regarding the manner in which they expect to deliver and receive the services under this Agreement (hereinafter referred to as “Service Level Agreement”). The parties agree that such Service Level Agreement reflects performance goals and any failure to perform in accordance with the provisions thereof shall not be considered a breach of contract that gives rise to contractual or other remedies. It is the intention of the parties that the sole remedy for failure to perform in accordance with the provisions of the Service Level Agreement, or any dispute relating to performance goals set forth in the Service Level Agreement, will be a meeting of the parties to resolve the failure pursuant to the consultation procedure described in Sections V. B. and V.C. below. Notwithstanding the foregoing, the parties hereby acknowledge that any party’s failure (or lack thereof) to meet the provisions of the Service Level Agreement, while not in and of itself a breach of contract giving rise to contractual or other remedies, may factor into the Trust’s reasonably determined belief regarding the standard of care exercised by State Street hereunder.

  • Performance Delay Time is of the essence in the Vendor’s performance of this Agreement. If at any time it appears to Vendor that it may not meet any of the performance schedules or the scheduled completion date of the services to be performed for any reason, including labor disputes, Vendor shall immediately by verbal means (to be confirmed in writing) notify Customer of the reasons for and the estimated duration of such delay. If requested by Customer, Vendor shall make every effort to avoid or minimize the delay to the maximum extent possible including the expenditure of premium time. Any additional cost caused by these requirements of Customer shall be borne by Vendor, unless the delay in performance arises out of causes beyond the control and without the fault or negligence of Vendor or its subcontractors within the meaning of the Cancellation- Default clause herein. The foregoing requirements are in addition to any of Customer’s other rights and remedies as may be provided by law or this Agreement.

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