Significant Service or System Changes Clause Samples
The 'Significant Service or System Changes' clause defines the procedures and requirements for making major modifications to a service or system covered by an agreement. Typically, this clause outlines what constitutes a significant change, such as upgrades, feature removals, or alterations that could impact performance or user experience, and may require advance notice, mutual consent, or specific approval processes. Its core function is to ensure that both parties are informed and have a say in substantial changes, thereby preventing unexpected disruptions and maintaining transparency in the management of the service or system.
Significant Service or System Changes. The Service Provider shall have the right, at its expense, to upgrade or replace its systems through which Services are provided to the Service Recipient as part of any upgrade or replacement made generally to the Service Provider’s shared systems. The Service Provider shall notify the Service Recipient in writing reasonably in advance of any such upgrade or replacement (other than routine software upgrades). In the event the Service Provider determines to upgrade or replace any of its systems through which Services are provided to the Service Recipient hereunder, then, any additional or incremental costs or expenses shall be borne by the Service Provider, including costs and expenses to the extent incurred in connection with such upgrade or replacement as a result of the need to purchase additional capacity to accommodate the SpinCo Business or the Citrix Business, as applicable, incremental license or similar fees required to be paid to Third Parties or installation of security hardware and software items necessary to enable the Service Provider to use such systems to provide Services to the Service Recipient hereunder.
Significant Service or System Changes. Parent shall have the right to upgrade or replace its systems through which Services are being provided to Spinco as part of any upgrade or replacement made generally to its shared systems, business units or Affiliates. In the case of any such upgrade or replacement (other than routine software upgrades), Parent shall notify Spinco in writing reasonably in advance of any such upgrade or replacement. Subject to the provisions of this Section 2.01(g), Spinco shall be responsible for its proportionate share of any costs, including security costs, incurred in implementing any such upgraded or replaced shared systems through which Services are being provided to Spinco and its Subsidiaries hereunder. In the event Parent shall determine to upgrade or replace, during the term of this Agreement, any of its systems through which Services are being provided to Spinco under this Agreement, then, if and to the extent Parent and its Affiliates are required to incur additional or incremental costs or expenses (including capital expenditures) that Parent would not otherwise incur if such upgrade or replacement applied only to Parent’s and its Affiliates’ need for or use of such systems (including costs and expenses incurred as a result of the need to purchase additional capacity to accommodate the Spinco Business, incremental license or similar fees required to be paid to third parties or installation of security hardware and software items (e.g. firewalls) necessary to enable Parent to use such systems to provide Services to Spinco hereunder), then Spinco shall be responsible for such additional or incremental costs and expenses (including capital expenditures). In such case, Parent shall provide a good faith estimate of Spinco’s allocable share of the costs and expenses of any such upgrade or replacement in advance of such system replacement or upgrade. Subject to the advance notice period and other requirements of Section 5.02 (including with respect to interdependent Services), Spinco may discontinue any particular Services that use or are dependent on the systems to be upgraded or replaced and thereupon will not be responsible for costs and expenses related to such upgrade or replacement; provided that Spinco shall provide such notice of discontinuation to Parent no later than 30 days following Parent’s notice to Spinco of such upgrade or replacement; and provided further that nothing in this Section 2.01(g) shall relieve Spinco of any obligation to make payments in ...