Professional Services; Statements of Work Sample Clauses

Professional Services; Statements of Work. Greenway shall use its commercially reasonable efforts to provide the Professional Services set forth in a Statement of Work executed by the Parties from time-to-time. All Statements of Work will be subject to the terms of the Agreement and this Schedule and in the event of any conflict or inconsistency between the terms of a Statement of Work and the Agreement or this Schedule, the terms of the Agreement and this Schedule shall control and the conflicting or inconsistent terms of the Statement of Work shall be void and of no effect. Greenway shall not perform any Professional Services until a written Statement of Work detailing the Professional Services is executed by the parties. Unless otherwise agreed by the parties, Statements of Work will set forth: (a) the Professional Services to be performed by Greenway; (b) the timing for the Professional Services (including relevant deadlines, milestones and delivery dates); (c) the specifications, technical standards, protocols or other requirements for the deliverables; (d) the cost and payment schedule with respect to such Professional Services; (e) any individuals designated to have management and/or technical responsibility for the project or otherwise required to perform the Professional Services (“Project Representatives”); (f) any assumptions of Greenway and/or requirements or obligations that Client must fulfill for Greenway’s performance of the Professional Services; and (g) to the extent necessary and appropriate, additional provisions applicable to the Professional Services to be provided pursuant to the Statement of Work, which shall not be inconsistent with the terms of the Agreement.
Sample 1Sample 2
AutoNDA by SimpleDocs
Professional Services; Statements of Work. The term of each SOW will be as set forth in the applicable SOW. If no term is expressed in a SOW, then the term of that SOW will begin upon commencement of the Professional Services and will continue until the Professional Services described in that SOW are complete or the SOW is earlier terminated as set forth herein. Unless otherwise stated in a SOW, Customer may terminate a SOW at any time for its convenience by providing at least thirty (30) days’ prior written notice to Innerspace; provided, however, that no refund will be owed and Customer is obligated to pay any amounts owing for Professional Services and Deliverables provided or performed under that SOW up to and including the date of termination.
Sample 1Sample 2
Professional Services; Statements of Work. Professional Services described on an Order will be provided at mutually agreed-upon times, and will continue until complete, unless otherwise terminated as set forth
Sample 1
Professional Services; Statements of Work. Professional Services described on an Order will be provided at mutually agreed-upon times, and will continue until complete, unless otherwise terminated as set forth herein. The term of each SOW will be as set forth in that SOW. If no term is expressed in an SOW, then the term of that SOW will begin on the SOW Effective Date and continue until the Professional Services described in that SOW are complete or the SOW is earlier terminated as set forth herein. Unless otherwise stated in a SOW, Customer may terminate a SOW at any time for convenience by giving KPMG at least thirty (30) days’ written notice of its intent to terminate the SOW. If Customer terminates an SOW for convenience as set forth in this Section, Customer will pay any amounts owing for Professional Services and Deliverables provided under that SOW up to and including the date of termination. Customer may request that KPMG suspend performing Professional Services during the term of a Statement of Work, and KPMG will suspend such Professional Services within 24 hours of Customer’s request. Customer acknowledges that any such suspension will not affect Customer’s obligation to pay fees for Professional Services rendered through the date of suspension, and that resumption of Professional Services may be delayed if KPMG redeploys personnel to other engagements during the period of suspension.
Sample 1
Professional Services; Statements of Work. Ordering Activity may request that ZeroFOX provide certain Professional Services related to Ordering Activity’s use of the Application Services. Any Professional Services to be provided will be included in a Purchase Order. ZeroFOX shall be under no obligation to perform Professional Services until a Purchase Order in relation thereto has been mutually executed.
Sample 1
Professional Services; Statements of Work. 3.1. In respect of any professional services to be performed by Rogers (“Professional Services”), you and Rogers shall enter into a specific Agreement for such Professional Services. 3.2. Each such Agreement shall include, to the extent applicable: 3.2.1. Project identification and the agreed scope of the Professional Services; 3.2.2. The commencement date for the Professional Services and the period of performance for the Professional Services under the Professional Services Agreement; 3.2.3. Any project assumptions, and any resource commitments and responsibilities required from you in addition to those set forth in the Agreement; 3.2.4. Intellectual property rights of the parties to the extent they differ from the rights set out in the Agreement; and 3.2.5. Any other information or agreements deemed relevant by the parties. 3.3. Each Statement of Work shall be executed by the Parties, and is incorporated by reference into and shall form part of the Agreement. The Parties may agree at any time in writing to amend any Statement of Work by way of a Change Request. 3.4. As part of its fulfillment of its obligations under any Statement of Work, Rogers may outsource some or all of the work to be performed to a third party. In such case, Rogers shall be responsible for the delivery of the Professional Services by the third party, and shall manage the relationship with the third party. The fees associated with the delivery of the Professional Services by the third party shall be included in Rogers’ fees, and shall be payable by you as if the Professional Services were performed by Rogers.
Sample 1

Related to Professional Services; Statements of Work

  • Professional Services Fees You agree to pay us the professional services fees in the amounts set forth in the Investment Summary. Those amounts are payable in accordance with our Invoicing and Payment Policy. You acknowledge that the fees stated in the Investment Summary are good-faith estimates of the amount of time and materials required for your implementation. We will bill you the actual fees incurred based on the in-scope services provided to you. Any discrepancies in the total values set forth in the Investment Summary will be resolved by multiplying the applicable hourly rate by the quoted hours.

  • Professional Services Bodily injury" or "property damage" arising out of the rendering of or failure to render profes- sional services;

  • Transitional Services Upon cancellation, termination, or expiration of the Contract for any reason, the Contractor shall provide reasonable cooperation, assistance and Services, and shall assist the Department to facilitate the orderly transition of the work under the Contract to the Department and/or to an alternative contractor selected for the transition upon written notice to the Contractor at least thirty (30) business days prior to termination or cancellation, and subject to the terms and conditions set forth in the Contract.

  • Approved Services; Additional Services Registry Operator shall be entitled to provide the Registry Services described in clauses (a) and (b) of the first paragraph of Section 2.1 in the Specification 6 attached hereto (“Specification 6”) and such other Registry Services set forth on Exhibit A (collectively, the “Approved Services”). If Registry Operator desires to provide any Registry Service that is not an Approved Service or is a material modification to an Approved Service (each, an “Additional Service”), Registry Operator shall submit a request for approval of such Additional Service pursuant to the Registry Services Evaluation Policy at xxxx://xxx.xxxxx.xxx/en/registries/rsep/rsep.html, as such policy may be amended from time to time in accordance with the bylaws of ICANN (as amended from time to time, the “ICANN Bylaws”) applicable to Consensus Policies (the “RSEP”). Registry Operator may offer Additional Services only with the written approval of ICANN, and, upon any such approval, such Additional Services shall be deemed Registry Services under this Agreement. In its reasonable discretion, ICANN may require an amendment to this Agreement reflecting the provision of any Additional Service which is approved pursuant to the RSEP, which amendment shall be in a form reasonably acceptable to the parties.

  • The Services The HSP agrees to provide the Services on the terms and conditions of this PFA including all of its Appendices and schedules.

  • Contract for Professional Services of Physicians Optometrists, and Registered Nurses

  • Additional Services Registry Operator shall be entitled to provide the Registry Services described in clauses (a) and (b) of the first paragraph of Section 2.1 in the Specification 6 attached hereto (“Specification 6”) and such other Registry Services set forth on Exhibit A (collectively, the “Approved Services”). If Registry Operator desires to provide any Registry Service that is not an Approved Service or is a material modification to an Approved Service (each, an “Additional Service”), Registry Operator shall submit a request for approval of such Additional Service pursuant to the Registry Services Evaluation Policy at xxxx://xxx.xxxxx.xxx/en/registries/rsep/rsep.html, as such policy may be amended from time to time in accordance with the bylaws of ICANN (as amended from time to time, the “ICANN Bylaws”) applicable to Consensus Policies (the “RSEP”). Registry Operator may offer Additional Services only with the written approval of ICANN, and, upon any such approval, such Additional Services shall be deemed Registry Services under this Agreement. In its reasonable discretion, ICANN may require an amendment to this Agreement reflecting the provision of any Additional Service which is approved pursuant to the RSEP, which amendment shall be in a form reasonably acceptable to the parties.

  • Transitional Services Agreement Seller shall have executed and delivered the Transitional Services Agreement.

  • Professional Services Warranty 5.1 Oracle warrants that Professional Services will be provided in a professional manner consistent with industry standards. Customer must notify Oracle of any warranty deficiencies within 60 days from performance of the deficient Professional Services. 5.2 ORACLE DOES NOT WARRANT THAT THE PROFESSIONAL SERVICES WILL BE PERFORMED ERROR- FREE OR UNINTERRUPTED, THAT ORACLE WILL CORRECT ALL PROFESSIONAL SERVICES ERRORS, OR THAT THE PROFESSIONAL SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS. ORACLE IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATION OR SECURITY OF THE PROFESSIONAL SERVICES THAT ARISE FROM CUSTOMER DATA OR THIRD PARTY APPLICATIONS OR PROFESSIONAL SERVICES PROVIDED BY THIRD PARTIES. 5.3 FOR ANY BREACH OF THE PROFESSIONAL SERVICES WARRANTY, CUSTOMER’S EXCLUSIVE REMEDY AND ORACLE’S ENTIRE LIABILITY SHALL BE THE CORRECTION OF THE DEFICIENT PROFESSIONAL SERVICES THAT CAUSED THE BREACH OF WARRANTY, OR, IF ORACLE CANNOT SUBSTANTIONALLY CORRECT THE DEFICIENCY IN A COMMERCIALLY REASONABLE MANNER, CUSTOMER MAY END THE DEFICIENT PROFESSIONAL SERVICES AND ORACLE WILL REFUND TO THE CUSTOMER THE FEES FOR THE TERMINATED PROFESSIONAL SERVICES THAT CUSTOMER PRE-PAID TO ORACLE FOR THE PERIOD FOLLOWING THE EFFECTIVE DATE OF TERMINATION. 5.4 TO THE EXTENT NOT PROHIBITED BY LAW, THIS WARRANTY IS EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, INCLUDING FOR SOFTWARE, HARDWARE, SYSTEMS, NETWORKS OR ENVIRONMENTS OR FOR MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE.

  • Scope of Professional Services 3.1 On the terms and conditions set forth in this Agreement, COUNTY hereby engages CONTRACTOR to provide all labor, materials and equipment to complete the Project/Service in accordance with the Scope of Services, attached hereto and incorporated herein as Attachment A, as modified or clarified by Addendum(s) # , dated , attached hereto and incorporated herein by reference as Attachment B. It is understood that the Scope of Services may be modified by change order as the Project/Service progresses, but to be effective and binding, any such change order must be in writing, executed by the parties, and in accordance with the COUNTY’s Purchasing Policies and Procedures. A copy of these policies and procedures shall be made available to the CONTRACTOR upon request. 3.2 The term of this Agreement shall be as follows (please check box): The parties acknowledge that this is a project specific agreement and that the single Project/Service shall be completed by the CONTRACTOR within ( ) calendar days after the Notice to Proceed is issued. The CONTRACTOR and COUNTY acknowledge that this Agreement is for a twelve (12) month term and that the CONTRACTOR shall complete the work as specified in the Scope of Services. The COUNTY has the option to renewal this Agreement for four (4) additional one (1) year period(s). The prices set forth in this Agreement shall prevail for the full duration of the initial contract term unless otherwise indicated elsewhere in this document. Prior to completion of each exercised contract term, the COUNTY may consider an adjustment to price based on changes in the following pricing index: CPI. It is the CONTRACTOR’s responsibility to request any pricing adjustment in writing under this provision. The CONTRACTOR’s written request for adjustment should be submitted thirty (30) calendar days prior to expiration of the then current contract term and clearly substantiate the requested increase. The written request for adjustment should not be in excess of the relevant pricing index change. If no adjustment request is received from the CONTRACTOR, the COUNTY will assume that the CONTRACTOR has agreed that the optional term may be exercised without pricing adjustment. Any adjustment request received after the commencement of a new option period shall not be considered. The COUNTY reserves the right to reject any written price adjustments submitted by the CONTRACTOR and/or to not exercise any otherwise available option period based on such price adjustments. Continuation of the contract beyond the initial period, and any option subsequently exercised, is a COUNTY’s prerogative, and not a right of the CONTRACTOR. This prerogative will be exercised only when such continuation is clearly in the best interest of the COUNTY. All work shall be performed in accordance with good commercial practice. The work schedule and completion dates shall be adhered to by the CONTRACTOR except in such cases where the completion date will be delayed due to acts of God, strikes, or other causes beyond the control of the CONTRACTOR. In these cases, the CONTRACTOR shall notify the COUNTY of the delays in advance of the original completion so that a revised delivery schedule can be appropriately considered by the COUNTY. No additional days shall be granted for rain delays. 3.3 The CONTRACTOR shall be solely responsible for obtaining all necessary approvals and permits to complete the Project/Service. 3.4 The CONTRACTOR shall remain appropriately licensed and/or employ the services of a subcontractor who is appropriately licensed throughout the course of the Project/Service. Failure to maintain all required licenses shall entitle the COUNTY, at its option, to terminate this Agreement. 3.5 Although this Agreement identifies specific facilities to be serviced, it is hereby agreed and understood that any County department or agency facility may be added to this Agreement at the option of the County. When required by the pricing structure of the Agreement, the CONTRACTOR shall be invited to submit price quotes for these additional facilities. The additional site(s) shall be added to this Agreement by formal modification. The COUNTY may obtain price quotes for the additional facilities from other vendors in the event that fair and reasonable pricing is not obtained from the CONTRACTOR or for other reasons at the County’s discretion. Although this Agreement identifies specific facilities to be serviced, it is hereby agreed and understood that any County department or agency may delete service for any facility when such service is no longer required, upon fourteen (14) calendar days written notice. 3.6 The CONTRACTOR acknowledges that it has sufficient understanding of the nature and location of the work; the general and local conditions, including but not limited to, those bearing upon transportation, disposal, handling and storage of materials; availability of labor, water, electric power, and roads; and uncertainties of weather or similar physical conditions at the site; the character of equipment and facilities needed preliminary to and during the completion of the Project/Service. The CONTRACTOR further acknowledges that the CONTRACTOR has satisfied itself as to the character, quality and quantity of surface and subsurface materials, obstacles or conditions of the site. Any failure by the CONTRACTOR to acquaint itself with any aspect of the work or with any of the applicable conditions shall not relieve the CONTRACTOR from responsibility for adequately evaluating the difficulty or cost of successfully performing the work required, nor shall it be considered a basis for any claim for additional time or compensation. The COUNTY assumes no responsibility for any conclusions or interpretations made by the CONTRACTOR on the basis of the information made available by the COUNTY. The COUNTY also assumes no responsibility for any understanding or representations made by its officers or agents during or prior to the execution of this contract, unless such understanding or interpretations are made in writing and incorporated herein by reference. 3.7 If required, the Contractors shall attend a mandatory pre-bid meeting. Whether or not there is a mandatory or non-mandatory pre-bid, the contractor shall be required to carefully examine any supplied drawings and/or specifications and be thoroughly aware regarding any and all conditions that may in any manner affect the work to be performed under the contract. If a pre-bid meeting is not required the Contractor shall visit the site to familiarize themselves with the Project/Service, see existing conditions, and take measurements. No additional allowances will be made for lack of knowledge of these conditions. 3.8 In the event of any conflict between the drawings and specifications contained within this Agreement, the following shall govern: A. Addenda shall supersede all other contract documents to the extent specified in the addenda. Subsequent addenda shall supersede prior to addenda only to the extent specified therein. B. Drawings and specifications are intended to agree and be mutually complete. Any item not contained within the drawings, but contained in the specifications, or vice-versa, shall be provided and/or executed as shown in either the drawing or specification at no extra costs to the COUNTY. Should anything not included in either the drawing and/or the specifications be necessary for the proper construction and/or operation of the Project/Service as herein specified, or should any error or disagreement between the specifications and drawings exist or appear to exist, the CONTRACTOR shall not derive unjust benefit thereby, or use such disagreement counter to the best interests of the COUNTY. The CONTRACTOR shall immediately notify the COUNTY’s Project Manager of any discrepancy and await the Project Manager’s direction before proceeding with the work in question. 3.9 CONTRACTOR acknowledges and agrees that CONTRACTOR shall utilize the U.S. Department of Homeland Security’s E-Verify system in accordance with the terms governing use of the system to confirm the employment eligibility of: A. All persons employed by the CONTRACTOR during the term of this Agreement to perform employment duties within Lake County; and B. All persons, including subcontractors, assigned by the CONTRACTOR to perform work pursuant to the contract. 3.10 CONTRACTOR acknowledges and agrees that, in accordance with Section 255.099, Florida Statutes, if the Project/Service assigned to CONTRACTOR is being supported in whole or in part by State funding the CONTRACTOR shall give preference to the employment of state residents in the performance of the work on the Project/Service if state residents have substantially equal qualifications to those of non- residents. If the CONTRACTOR is required to employ state residents, the CONTRACTOR shall contact the Department of Economic Opportunity to post the employment needs in the State’s job bank system. However, in work involving the expenditure of federal aid funds, this section may not be enforced in such a manner as to conflict with or be contrary to federal law prescribing a labor preference to honorably discharged soldiers, sailors, or marines, or prohibiting as unlawful any other preference or discrimination among the citizens of the United States.

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