Scope of This Agreement and General Provisions
Scope of This Agreement and General Provisions Sample Clauses
Related to Scope of This Agreement and General Provisions
General Provisions This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.
Term of Agreement This Agreement becomes effective upon the date of the last signature below ("Effective Date") and shall remain in effect until the completion of all obligations of both Parties hereto, or five years from the Effective Date, whichever comes first.
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.
General Requirements The Contractor hereby agrees:
Effect of Termination Upon any expiration of the Term or termination of this Agreement, the obligations and rights of the parties hereto shall cease, provided that such expiration or termination of this Agreement shall not relieve the parties of any obligation or breach of this Agreement accruing prior to such expiration or termination, including, without limitation, all accrued payment obligations arising under Article 6. In addition, Article 5, Article 7, Section 2.12, Section 4.5, and this Section 4.6 shall survive the expiration or termination of this Agreement. For the avoidance of doubt, the rights of Registry Operator to operate the registry for the TLD shall immediately cease upon any expiration of the Term or termination of this Agreement.
Termination for Convenience TIPS may, by written notice to Vendor, terminate this Agreement for convenience, in whole or in part, at any time by giving thirty (30) days’ written notice to Vendor of such termination, and specifying the effective date thereof.
Term and Termination 13.1 This agreement shall commence on the Effective Date and shall continue for a period of one (1) year from the Service Commencement Date, unless otherwise terminated as provided in this agreement. After the initial term of one (1) year (“Initial Term”), this agreement shall automatically renew for yearly periods, unless either party gives notice terminating this agreement, in writing, at least ninety (90) days before the end of the then current term of this agreement. 13.2 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this agreement without liability to the other if: (a) the other party fails to pay any undisputed amount due under this agreement on the due date for payment and it remains in default not less than ten (10) business days after being notified in writing to make such payment; (b) the other party commits a material breach of any of the terms of this agreement provided, if such a breach is remediable, the party in breach fails to remedy that breach within thirty (30) days of that party being notified in writing of the breach; or (c) the other party becomes insolvent, is the subject of a petition for creditor protection or a petition in bankruptcy or of any other proceedings under bankruptcy, insolvency or similar laws or makes an assignment for the benefit of creditors (or any event occurs, or proceeding is taken, with respect to the other party that has an effect equivalent or similar to any of the events mentioned in this clause). 13.3 On termination of this agreement for any reason: (a) all licences granted under this agreement shall immediately terminate; (b) each party shall return and make no further use of any Confidential Information, equipment, property, materials and other items (and all copies of them) belonging to the other party; (c) within fifteen (15) days of the effective date of termination, the Supplier shall return to the Customer the then most recent back-up of the Customer Data in the Supplier’s possession, either in its then current format or in an industry standard format nominated by the Customer (in which event the Customer will reimburse the Supplier’s reasonable data conversion expenses), save that the Supplier may keep one copy of any such data or information for a period of up to twelve (12) months to comply with its obligations under clause 13.3(d); (d) the Customer shall for a period of twelve (12) months following termination of this agreement be entitled to require access to any Customer Data held by the Supplier (in which event the Customer will reimburse the Supplier’s reasonable expenses incurred in providing such access); and (e) the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination (including, clause 9, clause 10, clause 11 and clause 12), shall not be affected or prejudiced.
Definitions and Interpretation 1.1 In this Agreement:
Relationship of the Parties Nothing contained in this Agreement shall be construed to make one Party an agent of the other Party nor shall either party have any authority to bind the other in any respect, unless expressly authorized by the other party in writing. The Parties are independent contractors and nothing in this Agreement creates a relationship of employment, trust, agency or partnership between them.
NOW, THEREFORE the parties hereto agree as follows:
