Standard of Performance; Standard of Care Clause Samples
The "Standard of Performance; Standard of Care" clause defines the level of quality and diligence that a party, typically a service provider or contractor, is required to meet when fulfilling their contractual obligations. It usually specifies that the party must perform their duties with the skill, care, and professionalism expected in their industry, and may reference industry standards or best practices as benchmarks. This clause ensures that the work delivered meets agreed-upon expectations and provides a basis for evaluating whether the party has fulfilled their responsibilities, thereby protecting the interests of the party receiving the services.
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Standard of Performance; Standard of Care. (i) The Provider will use its commercially reasonable efforts to provide and cause its Affiliates to provide the Services in a manner which is substantially similar in nature, quality and timeliness to the services provided by the applicable Provider to the applicable Recipient immediately prior to the date hereof; provided, however, that nothing in this Agreement will require the Provider to prioritize or otherwise favor the Recipient over any third parties or any of the Provider’s or the Provider’s Affiliates’ business operations. The Recipient acknowledges that the Provider’s obligation to provide the Services is contingent upon the Recipient (A) providing in a timely manner all information, documentation, materials, resources and access requested by the Provider and (B) making timely decisions, approvals and acceptances and taking in a timely manner such other actions requested by the Provider, in each case that the Provider (in its reasonable business judgment) believes is necessary or desirable to enable the Provider to provide the Services; provided, however, that the Provider requests such approvals, information, materials or services with reasonable prior notice to the extent practicable. Notwithstanding anything to the contrary herein, the Provider shall not be responsible for any failure to provide any Service in the event that the Recipient has not fully complied with the immediately preceding sentence. The parties acknowledge and agree that nothing contained in the Schedule will be deemed to (A) increase or decrease the standard of care imposed on the Provider, (B) expand the scope of the Services to be provided as set forth in Section 2, except to the extent that the Schedule references a Service that was not provided immediately prior to the date hereof, or (C) limit Sections 5(a) and 5(b).
(ii) In providing the Services, except to the extent necessary to maintain the level of Service provided on the date hereof (or with respect to any Additional Service, the agreed-upon level), the Provider will not be obligated to: (A) hire any additional employees or (B) purchase, lease or license any additional equipment, software or other assets; and in no event will the Provider be obligated to (x) maintain the employment of any specific employee or (y) pay any costs related to the transfer or conversion of the Recipient’s data to the Provider or any alternate supplier of Services. Further, the Provider will have the right to designate which personnel ...
Standard of Performance; Standard of Care. Each of Parent and Hampton will perform, or will cause to be performed, the Transition Services (a) in such manner as is substantially similar in nature, quality and timeliness to the services provided by Parent, Hampton or their respective Subsidiaries, as applicable, prior to the date hereof and (b) in accordance with all applicable Laws.
Standard of Performance; Standard of Care. Each of NACCO and Hyster-Yale will perform, or will cause to be performed, the Transition Services (a) in such manner as is substantially similar in nature, quality and timeliness to the services provided by NACCO, Hyster-Yale or their respective Subsidiaries, as applicable, prior to the date hereof and (b) in accordance with all applicable Laws.
Standard of Performance; Standard of Care. Patriot will perform, or will cause to be performed, the Transition Services (a) in such manner as is substantially similar in nature, quality and timeliness to the services provided by Patriot or its Subsidiaries, as applicable, prior to the date hereof and (b) in accordance with all Applicable Laws.
Standard of Performance; Standard of Care. (i) The Providing Party shall perform and cause its Affiliates to perform all Services in a manner which is substantially similar in nature, quality and timeliness to the services provided by the applicable Provider to the applicable Recipient prior to Contribution Date.
(ii) The Providing Party shall, and shall cause its Affiliates to, perform its duties and responsibilities hereunder in good faith based on their past practices. No member of the Providing Party's Group shall be liable or held accountable, in damages or otherwise, for any error of judgment or any mistake of fact or law or for anything that any member of the Providing Party's Group does or refrains from doing, except in the case of their gross negligence or wilful misconduct.
(iii) Nothing in this Agreement shall require the Providing Party to perform or cause to be performed any Service in a manner that would constitute a violation of applicable laws, including the Foreign Corrupt Practices Act.
Standard of Performance; Standard of Care. NACCO will perform, or will cause to be performed, the Transition Services (a) in such manner as is substantially similar in nature, quality and timeliness to the services provided by NACCO or its Subsidiaries, as applicable, prior to the date hereof and (b) in accordance with all applicable Laws.
Standard of Performance; Standard of Care. NMHG will perform, or will cause to be performed, the Services (a) in such manner as is substantially similar in nature, quality and timeliness to the services provided by NMHG or its Subsidiaries prior to the date hereof and (b) in accordance with all applicable Laws.
Standard of Performance; Standard of Care. (a) Unless otherwise specified in this Agreement or any applicable schedule to this Agreement, the Services will be performed initially in substantially the same manner and in substantially the same locations that such Services were generally performed by Service Provider for Customer’s business immediately prior to the Effective Date, and thereafter will continue to be performed in substantially the same locations and in substantially the same manner as Service Provider generally performs such services for its own retained businesses, except to the extent such Services are limited or changed because of the separation of Customer’s and Service Provider’s businesses as contemplated by the Separation Agreement. The Services will include reports provided by Service Provider for Customer’s business immediately prior to the Effective Date, and thereafter will continue to be provided in substantially the same manner as Service Provider generally provides such reports for its own retained businesses, except to the extent the reports are limited or changed because of the separation of Customer’s and Service Provider’s businesses as contemplated by the Separation Agreement. Customer may request additional reporting and Service Provider will consider and respond in good faith to such requests; provided, however, nothing herein will be construed as obligating Parent to provide any reports other than reports provided by Service Provider for Customer’s business immediately prior to the Effective Date.
(b) In no event will Service Provider be required to do any of the following: (i) make any customization to the Services (or Service Provider’s associated systems or processes) that are unique to Customer, beyond the customizations that Service Provider elects to make to support its own shared services environment, except for customizations that are expressly agreed upon in writing by Service Provider and Customer, (ii) provide access to Service Provider’s Systems to Recipient Personnel, other than those Recipient Personnel who were employees of Service Provider prior to the Effective Date that had access to Service Provider systems during such time (or those persons hired after the Effective Date to replace such Recipient Personnel, regardless of whether they had prior access to Service Provider systems); provided, that Customer and such Recipient Personnel comply with the requirements of Section 6.2, (iii) provide Services in a location other than locations where Servic...
Standard of Performance; Standard of Care. Unless otherwise specified in this Agreement or any SOW, the Services will be performed initially in substantially the same manner that the Services were generally performed by Service Provider for the Customer business immediately prior to the Effective Date, and thereafter will continue to be performed in substantially the same manner as Service Provider generally performs such services for its own retained businesses, except to the extent the Services are limited or changed to reflect the separation of Customer’s and Service Provider’s businesses as contemplated by the Separation Agreement. In no event will Service Provider be required to make any customization to the Services (or Service Provider’s associated systems or processes) that are unique to Customer, beyond the customizations that Service Provider elects to make to support its own shared services environment. Service Provider reserves the right to make changes to the Services in the ordinary course of business including with respect to Service Provider’s planned maintenance activities. The provision of the Services will be subject, in all cases, to Customer’s compliance in all material respects with Service Provider’s then-current work processes, policies and procedures for the Services and in compliance with all material Laws. Notwithstanding the foregoing, Service Provider has no obligation to perform its obligations pursuant to this Section in a manner that exceeds Service Provider’s past practices, policies and procedures for Services. Nothing in this Agreement shall require Service Provider or any of its Affiliates to perform the Services in a manner that would constitute a violation of applicable Laws.
Standard of Performance; Standard of Care. The Provider will use, and will cause its subsidiaries to use, commercially reasonable efforts in the performance of its obligations under this Agreement in a manner consistent with the past practice of the Previous Providers, including the scope, quality and quantity of services. The Provider will perform its duties and obligations under this Agreement in compliance with all applicable Laws.