Services; Statements of Work. 1.1 Provider is prequalified by the Trust as a potential service provider pursuant to a notice of award under RFQ-EM-020-2024 (the “RFQ”). The Trust may, from time to time, request that Provider provide and perform certain services and/or develop and prepare certain materials or deliverables for the Trust during the Term of this Agreement (“Services”). If Provider agrees to perform Services as may be requested by the Trust, the Parties shall execute a Statement of Work in the form attached hereto as Rider A (“SOW”) for the performance and delivery of the Services. The Trust is under no obligation to request Services from Provider or to enter into any SOW with Provider during the Term.
1.2 Services under this Agreement shall be authorized only by an SOW issued and executed by the Trust. It is understood and agreed that any engagement of Provider is on a project basis and that no work or services may be performed in the absence of an SOW. Each SOW, when executed by the Parties, shall be (i) effective and binding in accordance with its terms, and (ii) deemed to incorporate and be governed by the terms of this Agreement as if set out fully therein (except solely to the extent expressly stated in the SOW). Any terms and conditions that may appear in or on any order acknowledgements, invoices, or other documents of Provider have no force or effect with respect to this Agreement (including the applicable SOW) or the Services and will not serve to alter, amend, or modify this Agreement or any SOW unless the Parties have expressly agreed to such new or additional terms in writing. Provider acknowledges that the Trust’s program budgets may increase or decrease depending on funding sources or changes in the Trust’s allocation of program funds. Modifications within the scope of Services of an existing SOW may be authorized or directed by the Trust in a signed change order (a “SOW Modification Memorandum”) issued by the Trust and acknowledged by the Provider.
Services; Statements of Work. The Services to be provided by the parties to each other shall be as set forth in the Statements of Work provided for below
Services; Statements of Work. SH Data Technologies will provide Customer the specific services set forth on a Proposal (collectively, the “Services”), under the terms and conditions set forth in the MSA. The parties may add or modify Services by executing a subsequent Statement of Work or Proposal, which will become a part of the Agreement on the Effective Date of that Proposal, which is the latter date of signing by each party.
Services; Statements of Work. Subject to the terms and conditions of this Agreement, Client requests, and APQC agrees to provide, the services and deliverables described more fully in one or more statements of work that may be agreed to by the parties (each a "Statement of Work"). Each Statement of Work shall contain at least the following: (a) an express reference to this Agreement; (b) the specific services and deliverables to be performed or provided by APQC; (c) the date(s) by which the services or deliverables are to be satisfactorily completed and provided to Client; and (d) the fees to be paid to APQC for satisfactory completion and delivery of the services and deliverables to Client. A Statement of Work shall be considered successfully completed upon APQC meeting each of the requirements outlined therein and providing the same to Client, subject to any change of scope or schedule otherwise agreed to in writing by the parties. In the event of a conflict between any of terms of this Agreement and any Statement of Work, the terms of this Agreement shall control, unless the Statement of Work expressly references the provision(s) of this Agreement to be amended or superseded. In no event shall any Statement of Work be binding on either party unless signed by the party to be charged with performance.
Services; Statements of Work. Brite shall provide Customer with certain professional services, managed IT services and/or managed security services (the “Work”) as specified on each executed Statement of Work. On and subject to the terms and conditions of this MSA and each executed Statement of Work, Brite shall perform and deliver the Work, and Customer shall accept and pay for the Work as described in each executed Statement of Work. Each Statement of Work shall be signed by the authorized signatory of each Party. Each Statement of Work shall be referenced by date and shall be deemed to be incorporated into this MSA. In the event of a conflict between the terms of this MSA and any Statement of Work entered into after the Effective Date of this MSA, the terms of the Statement of Work shall govern.
Services; Statements of Work. This Agreement is intended to be the master agreement under which Customer may request professional services to be performed by Vendor (the “Services”). Vendor shall provide only those Services specified in a written Statement of Work (“SOW”) signed by both Parties. Each SOW is governed exclusively by the terms of this Agreement, whether or not this Agreement is specifically mentioned.
Services; Statements of Work. (a) From time to time during the Term, Intuit may request SDM to perform certain services, including without limitation services relating to the procurement, mastering, replicating, printing, packaging, inventory management, fulfillment and shipment of Intuit’s CD and DVD products (collectively, the “Services”). All Services shall be performed pursuant to one or more mutually agreed upon Statements of Work, each of which shall take the form of a separate agreement between the parties that will expressly incorporate the terms and conditions of this Agreement. Each Statement of Work shall specify: (i) SDM’s obligations, including a description of the Services to be performed, any specifications that must be met, and the deliverables to be provided to Intuit (the “Deliverables”); (ii) the performance schedule relating to such Services, including order time deadlines, delivery requirements, and any liquidated damages (as defined in section 5(b)) applicable in the case of late deliveries; (iii) a description of any materials to be provided by or on behalf of Intuit for incorporation with any Deliverables and any artwork or logos to be applied to the Deliverables by SDM; (iv) any specific inspection or testing requirements, including any requirement for the provision and inspection of samples prior to commencement of production; (v) the applicable fees, discounts and payment terms for the Services; (vi) any terms and conditions relating to obsolescence and the parties’ respective responsibilities therefore; and (vii) any other pertinent terms and conditions. In the event of a conflict between the provisions of this Agreement and the specific provisions set forth in a Statement of Work, the provisions of the Statement of Work shall control for that engagement only.
(b) SDM agrees to use commercially reasonable efforts to perform the Services and provide the Deliverables in accordance with the terms and conditions of this Agreement and each separate Statement of Work. SDM acknowledges and agrees that all terms under this Agreement and any Statement of Work regarding quality, quantity, time of delivery and/or performance, and other specifications are material terms and must be strictly complied with. SDM certifies it owns, or intends to purchase at its own expense, all the equipment and tools it requires to perform the Services. SDM acknowledges and agrees that time is of the essence with respect to any Services performed under this Agreement and under each separat...
Services; Statements of Work. Services will be (i) provided to Company and/or its affiliates (Company and its affiliates are collectively referred hereinafter as “Company Parties”) on an as-needed project-by-project basis and (ii) will be comprised of the services, work product and/or deliverables (the “Services”) set forth on the applicable Statement of Work (as defined below). Each project to be performed by Contractor at the applicable Company Party’s request will be described in a statement of work (“Statement of Work”) substantially in the form attached hereto as Exhibit A that must be signed by such Company Party and Contractor. Any rights, obligations, liabilities and remedies in connection with any Statement of Work shall solely be between Contractor on the one hand and the Company Parties on the other hand, to such Statement of Work. For the avoidance of doubt, no Company Party shall be liable to Contractor under any Statement of Work such Company Party is not a party to. In the event of any conflict or inconsistency between the terms of this Agreement and any Statement of Work, the terms of the Statement of Work will prevail. Each Statement of Work will include, at a minimum, the following: (a) the start date, location and scheduled completion date of the project; (b) a description of the project and the Services to be performed by Contractor; (c) project milestones or other project assessment points; (d) Company acceptance criteria for the project and any applicable deliverables and any warranties in addition to those contained herein related to the deliverables; (e) the project rate or hourly rates, as applicable, for the project; (f) the names of all Key Personnel (as defined herein), if any; and (g) such other information as may be agreed to by the parties. Company will not be required to compensate Contractor for any work not described in a Statement of Work signed by both parties.
Services; Statements of Work. TBH shall be responsible for administration of the TBH Platform and shall facilitate access by the Customer’s students (individually, a “Student” and, collectively, the “Students”) to a Counselor for a telehealth or coaching consultation, relating to, as applicable and appropriate, the care and personal coaching of a Student with the use of telehealth technology (the “Telehealth or Coaching Consultation”). Requirements of access to and use of the TBH Platform and the services provided by Counselors shall be set forth in a Statement of Work (“SOW”) incorporated and attached to this Agreement as Exhibit A. To the extent the Parties enter into multiple SOWs, each SOW shall be numbered consecutively (e.g., Statement of Work No. 1, Statement of Work No. 2, etc.) and collectively attached to Exhibit A of this Agreement. In the event of any conflict between the terms of this Agreement or any SOW, the SOW shall control. The services described in this Agreement, Exhibit and/or any Statement of Work, including TBH’s provision of the TBH Platform, and facilitating access to Counselors, shall be collectively referred to herein as the “Services”. TBH shall be responsible for delivering and performing only those Services specified in a duly executed Statement of Work under this Agreement and in the case of clinical teletherapy activities which may be listed on a SOW, providing administrative support to licensed providers providing such clinical care.
Services; Statements of Work. HETI shall perform eighty (80) hours per week of Services. The particular nature of and timeframe for the Services provided by HETI to the Company pursuant to this Agreement shall be set forth in statements of work executed by both the Company and HETI on a periodic, as-needed basis (each, a “SOW”).
