Common use of Scope and Performance of Services Clause in Contracts

Scope and Performance of Services. a. Each Order Form will reference a Statement of Work (“SOW”) or similar document that details (i) the Professional Services purchased by you, and (ii) any Deliverables. Any such Order Form, when executed by the parties pursuant to the terms of this Schedule C, will be deemed incorporated into this Agreement and made a part hereof for all purposes. Each SOW will be subject to the terms and limitations set forth in this Agreement. In the event of any conflict between an SOW and this Agreement, this Agreement shall control. b. NS1 is permitted to, at its sole cost and expense, subcontract the performance of some or all of the Professional Services to be provided pursuant to a SOW, provided that NS1 remains fully responsible for the performance of such subcontractor in accordance with the terms herein. In performing any Professional Services at your site, NS1’s and its subcontractors’ personnel (collectively, the “Consulting Personnel”) will adhere in all material respects to all of your reasonable personal conduct security policies provided to NS1 in advance. Unless otherwise agreed to by both parties, the Consulting Personnel will observe your working hours and holiday schedules while working on your premises. c. In order to facilitate the performance of the Professional Services, you will make available in a timely manner, at no charge to NS1, all facilities, programs, files, equipment, documentation, test data, sample output, or other information and resources reasonably required by NS1 for the performance of the Professional Services (“Customer Resources”). NS1 and its subcontractors are hereby granted a nonexclusive, non-transferrable, non- sub-licensable, fully paid-up license to use the Customer Resources during the term of this Agreement for the sole purpose of performing the Professional Services and/or producing any Deliverables. NS1 will not be liable for any damages or claims arising from delays caused by your failure to fulfill the foregoing obligations.

Appears in 2 contracts

Samples: End User License Agreement, End User License Agreement

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Scope and Performance of Services. a. Each Purchase Order Form will reference a Statement of Work (“SOW”) or similar document that details (i) the Professional Services purchased by youCustomer, and (ii) any Deliverables. Any such Order Form, when executed by the parties pursuant to the terms of this Schedule CSOW, will be deemed incorporated into this Agreement and made a part hereof for all purposes. Each SOW will be subject to the terms and limitations set forth in this Agreement. In the event of any conflict between an SOW and this Agreement, this Agreement shall control. b. NS1 is permitted to, at its sole cost and expense, subcontract the performance of some or all of the Professional Services to be provided pursuant to a SOW, provided that NS1 remains fully responsible for the performance of such subcontractor in accordance with the terms herein. In performing any Professional Services at your Customer’s site, NS1’s and its subcontractors’ personnel (collectively, the “Consulting Personnel”) will adhere in all material respects to all of your reasonable personal conduct and security policies of Customer provided in writing to NS1 in advance. Unless otherwise agreed to by both parties, the Consulting Personnel will observe your the working hours and holiday schedules of Customer while working on your Customer’s premises. c. In order to facilitate the performance of the Professional Services, you Customer will make available in a timely manner, at no charge to NS1, all facilities, programs, files, equipment, documentation, test data, sample output, or other information and resources reasonably required by NS1 for the performance of the Professional Services (“Customer Resources”). NS1 and its subcontractors are hereby granted a nonexclusive, non-transferrable, non- sub-licensable, fully paid-up license to use the Customer Resources during the term of this Agreement for the sole purpose of performing the Professional Services and/or producing any Deliverables. NS1 will not be liable for any damages or claims arising from delays caused by your Customer’s failure to fulfill the foregoing obligationsobligations or any other Customer obligations set forth in an SOW.

Appears in 1 contract

Samples: End User License Agreement

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Scope and Performance of Services. a. Each Purchase Order Form will reference a Statement of Work (“SOW”) or similar document that details (i) the Professional Services purchased by youCustomer, and (ii) any Deliverables. Any such Order Form, when executed by the parties pursuant to the terms of this Schedule CSOW, will be deemed incorporated into this Agreement and made a part hereof for all purposes. Each SOW will be subject to the terms and limitations set forth in this Agreement. In the event of any conflict between an SOW and this Agreement, this Agreement shall control. b. NS1 is permitted to, at its sole cost and expense, subcontract the performance of some or all of the Professional Services to be provided pursuant to a SOW, provided that NS1 remains fully responsible for the performance of such subcontractor in accordance with the terms herein. In performing any Professional Services at your Customer’s site, NS1’s and its subcontractors’ personnel (collectively, the “Consulting Personnel”) will adhere in all material respects to all of your reasonable personal conduct and security policies of Customer provided in writing to NS1 in advance. Unless otherwise agreed to by both parties, the Consulting Personnel will observe your the working hours and holiday schedules of Customer while working on your Customer’s premises. c. In order to facilitate the performance of the Professional Services, you Customer will make available in a timely manner, at no charge to NS1, all facilities, programs, files, equipment, documentation, test data, sample output, or other information and resources reasonably required by NS1 for the performance of the Professional Services (“Customer Resources”). NS1 and its subcontractors are hereby granted a nonexclusive, non-transferrable, non- non-sub-licensable, fully paid-up license to use the Customer Resources during the term of this Agreement for the sole purpose of performing the Professional Services and/or producing any Deliverables. NS1 will not be liable for any damages or claims arising from delays caused by your Customer’s failure to fulfill the foregoing obligationsobligations or any other Customer obligations set forth in an SOW.

Appears in 1 contract

Samples: Master Agreement

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