Statements of Work. From time to time, the Parties may execute statements of work that describe the specific services to be performed by Modernizing Medicine, including any work product to be delivered by Modernizing Medicine (as executed by the Parties, a “Statement of Work”). Each Statement of Work will expressly refer to this Agreement, will form a part of this Agreement, and will be subject to the terms and conditions contained herein.
Statements of Work. 3.1 Each Statement of Work shall be agreed in the following manner:
(a) the Customer shall ask the Supplier to provide any or all of the Available Services and provide the Supplier with as much information as the Supplier reasonably requests in order to prepare a draft Statement of Work for the Available Services requested;
(b) following receipt of the information requested from the Customer the Supplier shall, as soon as reasonably practicable either:
(i) inform the Customer that it declines to provide the requested Available Services; or
(ii) provide the Customer with a draft Statement of Work.
(c) if the Supplier provides the Customer with a draft Statement of Work pursuant to Clause 3.1(b)(ii), the Supplier and the Customer shall discuss and agree that draft Statement of Work; and
(d) both parties shall sign the draft Statement of Work when it is agreed.
3.2 Unless otherwise agreed, the SoW Charges shall be calculated in accordance with the Reference Charges.
3.3 The Supplier may charge for the preparation of Statements of Work on a time and materials basis in accordance with the Supplier’s daily fee rates as set out in Schedule 3.
3.4 Once a Statement of Work has been agreed and signed in accordance with Clause 3.1(d), no amendment shall be made to it except in accordance with Clause 8 (Change control) or Clause 19 (Variation).
3.5 Each Statement of Work shall be part of this agreement and shall not form a separate contract to it.
Statements of Work. In addition to the services set forth on Schedule I, from time to time during the term of this Agreement the parties shall have the right to enter into SOWs to set forth the terms of any related or additional services to be performed hereunder. Any SOW shall be agreed to by each party, shall be in writing and (I) shall contain, to the extent applicable: (i) the identity of each of the Providing Party and the Customer Party; (ii) a description of the Services to be performed thereunder; (iii) the applicable Performance Standard for the provision of such Service, if different from the Performance Standard; (iv) a description of the penalties of nonperformance and the incentives for performance in accordance with the applicable Performance Standard; (v) a description of the Customer Party’s criteria for evaluating the acceptance of deliverables; (vi) the amount, schedule and method of compensation for provision of such Service; and (vii) the Customer Party’s standard operating procedures for receipt of services similar to such Service, including operations, compliance requirements and related training schedules; and (II) may contain (i) a description of the renewal option for such SOW; (ii) information technology support requirements of the Customer Party with respect to such Service; (iii) training and support commitments with respect to such Service; (iv) the number of full-time employees required for such Service; and (v) any other terms the parties desired by. For the avoidance of doubt, the terms and conditions of this Agreement shall apply to any SOW.
Statements of Work. From time to time, Company and Consultant may execute one or more statements of work, substantially in the form attached hereto as Exhibit A, that describe the specific services to be performed by Consultant (as executed, a “Statement of Work”). Each Statement of Work will expressly refer to this Agreement, will form a part of this Agreement, and will be subject to the terms and conditions contained herein. A Statement of Work may be amended only by written agreement of the parties.
Statements of Work. 3.1.1. If Customer requires the Supplier to supply Products or Services, Customer will either:
a) send separate Statement of Work; or
b) notify the Supplier of the nature of any Products or Services required by Customer, in which case the Supplier will send Customer a Statement of Work as soon as reasonably possible
3.1.2. Either party may request the other party to provide such additional information that is reasonably required by the party to complete the Statement of Work in accordance with clause 3.1.1, in which case the other party will use reasonable endeavours to comply with such request within five Business Days of its receipt of such request, or such other time as may be agreed by the parties in writing.
3.1.3. The Charges for the Products and Services set out in any Statement of Work prepared under this clause 3.1 will be determined by the Product and Services Price List in Schedule 1. If Customer considers that any of the Charges cannot be determined by reference to the Product and Services Price List in Schedule 1, the parties will endeavour in good faith and without delay, to agree those details.
3.1.4. Once a Statement of Work has been sent by either party pursuant to clause 3.1.1, Customer and Supplier will work together to complete the Statement of Work in accordance with this Agreement. Once a Statement of Work has been completed, Customer may:
a) accept the Statement of Work, in which case the Statement of Work will become a part of this Agreement on and from the date of its execution by both Customer and the Supplier;
b) reject the Statement of Work and require the Supplier to amend part or all of the Statement of Work, in which case the Supplier will amend the Statement of Work as required by Customer and send the amended Statement of Work to Customer within five Business Days, unless specifically agreed different timelines, of the Supplier's receipt of such requirement from Customer; or
c) reject the Statement of Work, in which case the parties will not execute the Statement of Work and the Supplier shall not supply those Products or Services.
3.1.5. Once an agreed Statement of Work has been executed by both parties, the Statement of Work will be implemented in accordance with, and be subject to:
a) the terms and conditions set out in the relevant Statement of Work; and
b) the terms and conditions of this Agreement (including the schedules and attachments to this Agreement).
3.1.6. Once executed by the parties, a Statement of Work will...
Statements of Work. This Agreement, by itself, does not obligate Spirent to provide any services to Client nor does it obligate Client to procure any services from Spirent. To the extent Client wishes to procure services from Spirent and Spirent wishes to provide services to Client, the parties shall execute a statement of work in a format similar to Exhibit A attached which specifically references this Agreement and is signed by both parties (each an “SOW”). The SOW which may contain the following information: (a) the start date, location and scheduled completion of the project; (b) a description of the project and the services to be performed by Spirent; (c) the charges for the services; (d) any copyrightable works to be developed by Spirent and delivered to Client (“Deliverables”); and
Statements of Work. This Agreement, by itself, does not obligate Spirent to provide any services to Client nor does it obligate Client to procure any services from Spirent. To the extent Client wishes to procure services from Spirent and Spirent wishes to provide services to Client, the parties shall execute a statement of work in a format similar to Exhibit A which specifically references this Agreement and is signed by both parties (each an “SOW”). Upon execution of an SOW, Spirent shall perform the services set forth in the SOW using generally accepted industry standards and practices. Spirent shall determine in its sole discretion what personnel is required to complete the work contemplated by this Agreement and may use third parties, as determined by Spirent in its sole discretion, to complete any work.
Statements of Work. Each Professional Services project Licensor undertakes on behalf of Customer shall be described in a Statement of Work or Order Form setting forth the agreed upon scope of the Professional Services, Service Deliverables, estimated hours/work effort, billing rates and other pricing information, project schedule (if applicable) and estimated delivery dates. Both Parties shall execute each Statement of Work, all of which shall be deemed incorporated into the Agreement. If there is a conflict between the terms set forth in the Agreement and a Statement of Work, the terms set forth in the applicable Statement of Work will control.
Statements of Work. Each Statement of Work shall be agreed in the following manner:
Statements of Work. This Agreement, by itself, does not obligate Spirent to provide any services to Client nor does it obligate Client to procure any services from Spirent. To the extent Client wishes to procure services from Spirent and Spirent wishes to provide services to Client, the parties shall execute a statement of work in a format similar to Exhibit A attached which specifically references this Agreement and is signed by both parties (each an “SOW”). The SOW which may contain the following information: (a) the start date, location and scheduled completion of the project; (b) a description of the project and the services to be performed by Spirent; (c) the charges for the services; (d) any copyrightable works to be developed by Spirent and delivered to Client (“Deliverables”); and (e) such other information as may be agreed to by the parties. In the event of a conflict between the terms of this Agreement and the SOW, the terms of the SOW shall govern. Upon execution of an SOW, Spirent shall perform the services set forth in the SOW using generally accepted industry standards and practices. Spirent shall determine in its sole discretion what personnel is required to complete the work contemplated by this Agreement and may use third parties, as determined by Spirent in its sole discretion, to complete any work.
