Termination of Development Services Sample Clauses

Termination of Development Services. Customer may terminate any Development Project for any reason whatsoever by providing not less than the number of days of written notice set forth in the Specifications (or, if no such period is specified therein, fifteen (15) days) to Supplier specifying the date upon which termination becomes effective. In the event of such termination, Supplier shall be entitled to payment for the Development Services rendered by Supplier prior to the effective date of termination, in accordance with the provisions of Section 4.3.4 hereof and the following. If the terminated Development Project was being MIVA/ PSC CONFIDENTIAL performed on a time and materials basis or on a fixed fee basis under which Supplier’s travel or other expenses were not included in its Development Fees, Customer shall reimburse Supplier for any non-cancelable expenses incurred prior to the date of Customer’s notice that would otherwise be due in accordance with the requirements of the “Charges” Schedule. If the terminated Development Project was being performed on a fixed fee basis under which Supplier was paid based upon the achievement of certain milestones, in addition to any amount owed Supplier for milestones completed and accepted by Customer prior to the effective date of termination, Customer shall pay Supplier a pro rata portion of the Development Fees associated with any milestones in progress or not yet accepted as of such date (based upon the actual percentage of the work performed and to the extent Supplier has not, without Customer approval, performed a milestone in advance of the Implementation Schedule set forth in the Specifications); provided, however, that payments shall under no circumstances exceed the maximum amounts specified in the Specifications (as amended by the Parties) as applicable, and such payment shall constitute full settlement of any and all claims of Supplier of every description, including without limitation, claims for lost profits.
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Termination of Development Services. SAP may terminate the Development Services, in whole or in part, upon not less than thirty days' prior written notice. Such termination will result in the termination of Licensor's obligations under Sections 7.1 and 7.2 hereof but will not terminate or otherwise affect any other rights or obligations arising under this Agreement.
Termination of Development Services. UPS may terminate the software development Services of Tumbleweed for any reason whatsoever during any Phase beyond Phase II of this Agreement by not less than [ * ] written notice to Tumbleweed specifying the date upon which termination becomes effective. In the event of any termination during any such Phase, Tumbleweed shall be entitled to payment, on a time and materials basis, for Services rendered by Tumbleweed prior to the effective date of termination; provided, however, that payments for such Phase shall not exceed the maximum amount specified in the applicable Specifications, and such payments shall constitute full settlement of any and all claims of Tumbleweed of every description arising out of or relating to the termination of such Phase, including without limitation, claims for lost profits.
Termination of Development Services. 19.5.1 Hartford, in its sole discretion, may at any time terminate any Development Services Project pursuant to Section 5 above or any portion thereof by sending written notice of such termination to CS. Hartford shall pay CS for the Development Services performed on such Project prior to termination on a pro rata basis in accordance with the payment schedule in Schedules B and/or O. SOFTWARE LICENSE, DEVELOPMENT SERVICES AND MAINTENANCE AGREEMENT --------------------------------------------------------------------------------
Termination of Development Services. The Supplier shall prepare a list of ongoing development activities and make proposals with respect to their transfer or completion.

Related to Termination of Development Services

  • Development Services During the term of this Agreement, the Provider agrees to provide to or on behalf of the Port the professional services and related items described in Exhibit A (collectively, the “Development Services”) in accordance with the terms and conditions of this Agreement. The Provider specifically agrees to include at least one Port representative in any economic development negotiations or discussions in which the Provider is involved concerning (i) a port-related business prospect or (ii) a business transaction which will ultimately require Port involvement, financial or otherwise.

  • Employment Services The Company shall employ the Executive, and the Executive agrees to be so employed, in the capacity of the Chief Operating Officer of the Company to serve for the Term hereof, subject to earlier termination as hereinafter provided. The Executive shall assume and discharge such duties and responsibilities as are commensurate with the Executive’s position. The Executive shall be a full-time employee of the Company and shall exert his best efforts and devote substantially all of his business time and attention to the Company’s affairs and the performance of his duties hereunder.

  • Exclusivity of Services The Subadviser shall devote its best efforts and such time as it deems necessary to provide prompt and expert service to Client and the Fund. The services of Subadviser to be provided hereunder are not to be deemed exclusive and Subadviser shall be free to provide similar services for its own account and the accounts of other persons and to receive compensation for such services. Client acknowledges that Subadviser and its Affiliates and Subadviser's other clients may at any time, have, acquire, increase, decrease or dispose of positions in the same investments which are at the same time being held, acquired for or disposed of under this Agreement for the Fund. Subadviser shall have no obligation to acquire or dispose of a position in any investment pursuant to this Agreement simply because Subadviser, its directors, members, Affiliates or employees invest in such a position for its or their own accounts or for the account of another client.

  • Services and Exclusivity of Services The Company and Executive ------------------------------------ recognize that the services to be rendered by Executive are of such a nature as to be peculiarly rendered by Executive, encompass the individual ability, managerial skills and business experience of Executive and cannot be measured exclusively in terms of hours or services rendered in any particular period. Executive agrees to devote Executive's full business time and to use Executive's best efforts, energy and ability exclusively toward advancing the business, affairs and interests of the Company, and matters related thereto.

  • Collaboration Management Promptly after the Effective Date, each Party will appoint a person who will oversee day-to-day contact between the Parties for all matters related to the management of the Collaboration Activities in between meetings of the JSC and will have such other responsibilities as the Parties may agree in writing after the Effective Date. One person will be designated by Merck (the “Merck Program Director”) and one person will be designated by Moderna (the “Moderna Program Director,”) together will be the “Program Directors”. Each Party may replace its Program Director at any time by notice in writing to the other Party. Any Program Director may designate a substitute to temporarily perform the functions of that Program Director by written notice to the other Party. The initial Program Directors will be: For Moderna: [***] For Merck: [***]

  • Description of Consulting Services Consultant shall perform the following services pursuant to the terms of this Agreement:

  • Termination Assistance Services Following the termination of this Agreement and/or any Ordering Document, the Parties may agree for Axway to provide transition services pursuant to a duly executed SOW, during which time this Agreement will continue in full force and effect solely to the extent necessary to allow such transition services to be performed. Axway agrees that the costs for any such services shall be comparable to the fees charged to other customers for similar types of services.

  • Exclusive Services Executive shall at all times faithfully, industriously and to the best of his or her ability, experience and talent perform to the satisfaction of the Board and the CEO all of the duties that may be assigned to Executive hereunder and shall devote substantially all of his or her productive time and efforts to the performance of such duties. Subject to the terms of the Employee Confidentiality and Invention Assignment Agreement referred to in Section 5(b), this shall not preclude Executive from devoting time to personal and family investments or serving on community and civic boards, or participating in industry associations, provided such activities do not interfere with his or her duties to the Company, as determined in good faith by the CEO. Executive agrees that he or she will not join any boards, other than community and civic boards (which do not interfere with his or her duties to the Company), without the prior approval of the CEO.

  • Compensation for Consulting Services For each quarter (i.e., three-month period) that Executive provides consulting services to MediciNova pursuant to the option of MediciNova contained in Section 9 above, MediciNova shall pay Executive a sum equal to fifteen percent (15%) of Executive’s annual Base Compensation which shall be applicable at the time of Executive’s termination of employment with MediciNova (prorated for any period of less than a quarter). The parties expressly agree that when Executive is performing consulting services for MediciNova, Executive is acting as an independent contractor. Therefore, Executive shall be solely liable for Social Security and income taxes that result from Executive’s compensation as a consultant. In addition, Executive shall not be entitled to any other benefits including, without limitation, such group medical, life and disability insurance and other benefits as may be provided to employees and/or executives of MediciNova.

  • Non-Exclusivity of Services The Manager is free to act for its own account and to provide investment management services to others. The Fund acknowledges that the Manager and its officers and employees, and the Manager's other funds, may at any time have, acquire, increase, decrease or dispose of positions in the same investments which are at the same time being held, acquired or disposed of under this Agreement for the Fund. Neither the Manager nor any of its officers or employees shall have any obligation to effect a transaction under this Agreement simply because such a transaction is effected for his or its own account or for the account of another fund. Fund agrees that the Manager may refrain from providing any advice or services concerning securities of companies for which any officers, directors, partners or employees of the Manager or any of the Manager's affiliates act as financial adviser, investment manager or in any capacity that the Manager deems confidential, unless the Manager determines in its sole discretion that it may appropriately do so. The Fund appreciates that, for good commercial and legal reasons, material nonpublic information which becomes available to affiliates of the Manager through these relationships cannot be passed on to Fund.

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