Prime Agreement. HP and Supplier agree that the terms and conditions set forth in the Prime Agreement between HP and Customer which are applicable to the Services and/or Deliverables (“Flow Downs”) shall be binding on Supplier. These Customer Flow Downs and any additional or clarifying details will be set forth in the SOW.
Prime Agreement. Attach the Prime Agreement.
Prime Agreement. (1) Contractor acknowledges and understands that PARCC is operating under contract with the Maryland State Department of Education (“MSDE”), under Contract Number: R00B4400093 (“Prime Agreement”), serving as fiscal agent to the Partnership for Assessment of Readiness for College and Careers consortium of states, including Districts, Charter Schools and affiliated educational agencies (the “Consortium”) on behalf of a grant provided by the U.S. Department of Education (“USED”), and therefore subject to contracting requirements of both MSDE and the USED. Contractor further understands that the funding grant expires September 30, 2015 and Contractor will not be able to be paid for deliverables tendered and accepted after July 31, 2015. Contractor acknowledges and agrees that Exhibit B, Government Provisions, will incorporate any Federal provisions required by the USED and State provisions that may be required by the MSDE and will be incorporated into this Agreement by reference or full text. Referenced provisions are applicable shall have the same force and effect as if fully set forth herein. PARCC released Request For Proposal (“RFP”) Number: entitled: PARCC desires to enter into an Agreement to provide service or products, in accordance with the specifications and statements of work, agreed to by the parties and incorporated into this agreement at Exhibit A. Contractor shall provide all personnel (including Key Personnel and supporting personnel), supplies, and Services as are required to complete and deliver the Work in a timely manner in conformance with the applicable terms and conditions of the Prime Agreement to the same extent as PARCC is obligated there under. The parties hereto will take such actions as may be necessary or appropriate to facilitate PARCC’s performance of the Prime Agreement as it relates to this Contract. Notwithstanding any other provision hereof, any decision of the Client, including any Technical Representative or Procurement Officer of the Client under the Prime Agreement, shall bind Contractor to the extent that it relates to this Contract upon being communicated to Contractor in writing by PARCC.
Prime Agreement. 2.1 Subconsultant agrees to be bound to Consultant as Consultant is bound to Owner under the Prime Agreement for the performance of the Scope of Services described in Exhibit B.
2.2 Subconsultant agrees that Consultant's rights and remedies are cumulative under this Agreement and include, without limitation, all the rights and remedies of the Owner under the Prime Agreement
2.3 Subconsultant agrees that if the Prime Agreement is amended or changed, this Agreement is amended or changed to the same extent.
2.4 Subconsultant agrees that if a term or condition of the Prime Agreement and this Agreement conflict, then the term or condition of the Prime Agreement applies to Subconsultant unless this Agreement imposes a greater requirement or burden on Subconsultant.
2.5 Subconsultant agrees that if the Prime Agreement requires Consultant to include a term or condition of the Prime Agreement textually in this Agreement, then those required terms and conditions are considered incorporated and textually included.
Prime Agreement. A copy of the Prime Agreement is attached as Attachment D. All portions thereof are incorporated herein and made binding on Subconsultant. In the event of a conflict between the terms and conditions of this Agreement and those of the Prime Agreement, the terms and conditions of this Prime Agreement shall prevail.
Prime Agreement. Exhibit C in the initial agreement is amended with Attachment C- , the new Prime Agreement.
Prime Agreement. HP and Supplier acknowledge that certain terms and conditions set forth in the Prime Agreement between HP and Customer may relate to Supplier’s Services and/or Deliverables, and may be different than the terms and conditions of this Agreement and/or the SOW. To the extent if any that HP and Supplier agree to incorporate such a conflicting term or condition from a Prime Agreement into a particular SOW, that conflicting provision will be expressly set forth in the SOW and agreed upon by the Parties (each a “Customer Flow Down”). Except to the extent (if any) expressly incorporated into an SOW that is agreed upon by HP and Supplier, conflicting provisions in a Prime Agreement will have no effect on the terms and conditions of this Agreement or the SOW.
Prime Agreement. HPE and Supplier agree that the terms and conditions set forth in the Prime Agreement between HPE and Customer which are applicable to the Services and/or Deliverables (“Flow Downs”) shall be binding on Supplier. These Customer Flow Downs and any additional or clarifying details will be set forth in the SOW.
Prime Agreement. Perspecta and Supplier agree that the terms and conditions set forth in the Prime Agreement between Perspecta and Customer which are applicable to the Services and/or Deliverables (“Flow Downs”) shall be binding on Supplier. These Customer Flow Downs and any additional or clarifying details are included in a schedule attached hereto or in an applicable SOW or Purchase Order. In the event that the Flow Down conflicts with the terms of the Agreement and where Supplier cannot reasonably or practically comply with both a Flow Down and conflicting term(s) of the Agreement, Perspecta shall have the sole authority to deem which conflicting term(s) prevails.
Prime Agreement. Subcontractor agrees that it has received, read, and understands the Prime Agreement. Those obligations FA has assumed from the Client under the Prime Agreement, which are applicable to the Subcontractor’s Scope of Services herein, shall in turn be assumed by the Subcontractor from FA. Where a provision or clause of the Prime Agreement incorporated herein is inconsistent with a provision of this Subcontract, the provision of the Prime Agreement shall govern. Subcontractor shall perform the Services in strict compliance with the requirements of the Prime Agreement.
