Scope of Services; Dell Customer Agreement Sample Clauses

Scope of Services; Dell Customer Agreement. Customer may purchase Services for its internal use. In addition, Customer may purchase Services to be provided to third parties (“Dell Customers”), by or on behalf of Dell, in connection with Dell’s provision of complex, bundled services (such Services, the “Customer Deliverables”). In certain instances Customer Deliverables may be delivered to Dell Customers by Spyglass as Dell’s subcontractor. Before any Customer Deliverables are sold, delivered or provided to a Dell Customer, Dell and Dell Customer will execute and deliver a valid and binding written agreement (a “Dell Customer Agreement”) containing, at a minimum, terms and conditions substantially similar to those set forth on Exhibit A (the “Standard Spyglass Terms”). In the event Dell Customer will not agree to the Standard Spyglass Terms, Dell and Spyglass will work together in good faith to arrive at commercially reasonable alternative terms and conditions (“Alternative Spyglass Terms”) that are agreeable to Dell Customer and that will be included in the Dell Customer Agreement; provided, however, that in the event Dell and Spyglass cannot reach agreement on Alternative Spyglass Terms, if Dell nonetheless sells, delivers or provides Customer Deliverables to Dell Customer pursuant to terms agreed on by and between Dell and Dell Customer (such terms, the “Non-Standard Terms”), the difference between the Standard Spyglass Terms and the Non-Standard Terms will constitute “Missing Terms” for purposes of this MSA. The parties agree that there will be no cross warranties, liabilities or obligations established with or for any Dell Customer, and each party shall be solely accountable for any warranties, liabilities or obligations it establishes, incurs or undertakes with any Dell Customer. Except as is otherwise set forth in the Standard Spyglass Terms or any agreed upon Alternative Spyglass Terms, Dell, without the express written approval of Spyglass, will not make any representations, warranties or statements regarding the Services or as to quality, merchantability, compatibility, fitness, non-infringement or other matter, other than those contained in the sales and marketing literature and promotional materials that may be provided to Dell by Spyglass. Notwithstanding anything herein to the contrary, Spyglass reserves the right to refuse to provide Services to any Dell Customer if Spyglass determines in its reasonable discretion that such Dell Client is inappropriate or unacceptable. Spyglass will pr...
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Related to Scope of Services; Dell Customer Agreement

  • Customer Agreement In the event of a conflict between this Agreement and any other agreement between the Bank and the Customer relating to the Account, the terms of this Agreement will prevail, and in all other respects the terms of the other agreement relating to the Account shall apply with respect to any matters not covered by this Agreement. Regardless of any provision in any such agreement, the State of New York shall be deemed to be the Bank’s location for the purposes of this Agreement and the perfection and priority of the Secured Party’s security interest in the Account.

  • Scope of Services The specific scope of work for each job shall be determined in advance and in writing between TIPS Member, Member’s design professionals and Vendor. It is permitted for the TIPS Member to provide a general scope description, but the awarded vendor should provide a written scope of work, and if applicable, according to the TIPS Member’s design Professional as part of the proposal. Once the scope of the job is agreed to, the TIPS Member will issue a PO and/or an Agreement or Contract with the Job Order Contract Proposal referenced or as an attachment along with bond and any other special provisions agreed by the TIPS Member. If special terms and conditions other than those covered within this solicitation and awarded Agreements are required, they will be attached to the PO and/or an Agreement or Contract and shall take precedence over those in this base TIPS Vendor Agreement.

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

  • Service Level Agreement Subject to the terms and conditions of this Agreement, Bank agrees to perform the custody services provided for under this Agreement in a manner that meets or exceeds any service levels as may be agreed upon by the parties from time to time in a written document that is executed by both parties on or after the date of this Agreement, unless that written document specifically states that it is not contractually binding. For the avoidance of doubt, Bank’s Service Directory shall not be deemed to be such a written document.

  • Hosting Services 13.1 If Supplier or its subcontractor, affiliate or any other person or entity providing products or services under the Contract Hosts Customer Data in connection with an Acquisition, the provisions of Appendix 1, attached hereto and incorporated herein, apply to such Acquisition.

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

  • Transition Services The Purchasers will provide to the Sellers termination assistance as reasonably requested in order to provide an orderly transition following the termination of the Agreement (or any portion thereof), and the Sellers will provide to the Purchasers reasonable cooperation and assistance in connection therewith. In connection with this transition assistance, the Purchasers and Sellers will reasonably cooperate in the transition of the Services from the Purchasers to any Replacement Provider. With respect to the Serviced Appointments subject to termination, the Sellers shall provide the Purchasers with notice of the effective date (each, a “Transition Effective Date”) of the transition of the Services to a Replacement Provider. Notwithstanding any termination of the Agreement (or any portion thereof) in accordance with this Article II, with respect to the Serviced Appointments subject to termination, the rights and obligations of the parties under the Servicing Agreement shall remain in effect until the applicable Transition Effective Date.

  • Substantial Customers and Suppliers (a) Section 3.27(a) of the Disclosure Schedule lists the twenty (20) largest customers of the Company on the basis of revenues on the basis of invoiced amount for the twelve (12) month period ending on the Balance Sheet Date.

  • Customer Agreements 29.1 Trader to include provisions in Customer Agreements: The following clauses apply in respect of the Trader’s Customer Agreements:

  • TAX SUPPORT SERVICES BNY Mellon shall provide the following tax support services for each Fund:  Provide various data and reports as agreed upon in the SLDs to support TRP’s tax reporting and tax filing obligations, including: · Wash sales reporting; · QDI reporting; · DRD reporting; · PFIC analysis; · Straddle analysis; · Paydown adjustments; · Equalization debit adjustments · Tax compliance under §851, §817(h); · Foreign bond sale analysis (§988); · Troubled debt analysis; · Estimation of income for excise tax purposes; · Swap analysis; · Inflation adjustments; · §1256 adjustments; · Market discount analysis; OID adjustments; · CPDI analysis; · Shareholder tax reporting information (e.g. FTC, UGG income, foreign source income by country, exempt income by state);  Provide data, and reports based on such data, maintained by BNY Mellon on its fund accounting platform as reasonably requested by TRP to support TRP’s obligations to comply with requests from tax authorities and TRP’s tax reporting and tax filing obligations.  Assist with other tax-related data needs as mutually agreed upon in writing from time-to-time.

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