ADVANCE UNDERSTANDINGS Clause Samples

The "Advance Understandings" clause serves to formally acknowledge and incorporate any prior agreements, discussions, or understandings between the parties that relate to the subject matter of the contract. In practice, this clause clarifies whether previous negotiations, emails, or informal arrangements are recognized as part of the binding agreement, or if only the terms explicitly stated in the contract are enforceable. Its core function is to prevent misunderstandings or disputes by ensuring that all relevant prior communications are either included or excluded, thereby providing certainty about what governs the parties' relationship.
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ADVANCE UNDERSTANDINGS. Other provisions of this contract notwithstanding, approval of the following items within the limits set forth is hereby granted without further authorization from the Contracting Officer.
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ADVANCE UNDERSTANDINGS. 1. This contract is for the preparation, completion, and analysis of a Phase 2b clinical trial. [***]. 2. Certain sections of this contract refer to requirements that are applicable to activities outside the Statement of Work as of the effective date of the contract. Such sections include, but are not limited to: Sections B.6.6, B.6.15, B.6.16, C.6, H.1.1, H.35, H.36. For clarity, the Contractor will comply with the requirements set forth in these or any other sections only if applicable to the activities in the Statement of Work as of the effective date of the contract or resulting modification. 3. The type of contract is a hybrid contract with a Firm-Fixed-Price Base Period and two Cost Plus Fixed Fee Option Periods. 4. The Option Periods contained in Article I.2 will be exercised by a unilateral modification and notification by the Government to the Contractor. BARDA may effect certain administrative changes unilaterally. The study results and learnings from the base period Statement of Work will inform or form the basis for the decision to exercise the FAR options, pivot or stop the program. 5. Gritstone’s approved and not to exceed ceiling rates for the option periods of the contract are shown in the table below: Fringe Benefits [***] [***] Total salaries and wages Labor Overhead [***] [***] Total direct labor plus allocated fringe costs G&A [***] [***] Total direct costs excluding total subcontract costs Any change to these rates must be supported by an approved audit from an acceptable Government agency and incorporated into the contract by bilateral modification.
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ADVANCE UNDERSTANDINGS a. Man-in-Plant
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ADVANCE UNDERSTANDINGS b. For purpose of the clause of the General Clauses entitled LIMITATION OF FUNDS, the total estimated cost to the Government is $7,583,879. c. Total funds currently available for payment and allotted to this contract are $4,652,739. For further provisions on funding, see the LIMITATION OF FUNDS clause referenced in Part II, ARTICLE
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ADVANCE UNDERSTANDINGS a. The estimated level of effort set forth below is for guidance to serve not as a measure of the ▇▇▇ ▇▇▇▇▇▇'▇ obligation but as a further description of the required tasks. It will represent the basis of direct labor agreed to in the MAO negotiations for the period from September 30, 1995 through September 29, 1997, and will be used by both the Government and the MAO Holder to monitor progress toward achievement of the MAO objectives.
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ADVANCE UNDERSTANDINGS. Other provisions of this contract notwithstanding, approval of the following items within the limits set forth is hereby granted without further authorization from the Contracting Officer. a. To negotiate a cost reimbursement type subcontract with Children's Hospital of Philadelphia for an amount not to exceed $18,902,433. Award of the subcontract shall not proceed without the prior written approval of the Contracting Officer upon review of the draft subcontract agreement. After written approval of the subcontract by the Contracting Officer, a copy of the signed, approved subcontract shall be provided to the Contracting Officer. b. To negotiate a cost reimbursement type lower tier subcontract with Targeted Genetics Corporation for an amount not to exceed $18,243,919. Award of the lower tier subcontract shall not proceed without the prior written approval of the Contracting Officer upon review of the draft subcontract agreement. After written approval of the subcontract by the Contracting Officer, a copy of the signed, approved lower tier subcontract shall be provided to the Contracting Officer. c. Targeted Genetics Corporation is authorized to ▇▇▇▇ indirect costs as follows for the period August 31, 2005 through August 30, 2010: Fringe Benefits of 13.02% of salaries and wages; Overhead of 100% of direct labor plus fringe benefits; and G&A of 14.93% of Direct Labor, Fringe Benefits, Overhead and Other Direct Costs. APPENDIX A - PRIME ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇ -01-01 In no event shall the final amount reimbursable for Overhead for the Targeted Genetics Corporation exceed a ceiling of 100% of direct labor and fringe benefits. d. To negotiate fixed price type lower tier subcontracts with Targeted Genetics Corporation for the following amounts not to exceed: [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] Award of the lower tier subcontracts shall not proceed without the prior written approval of the Contracting Officer upon review of the draft subcontract agreements. After written approval of the subcontracts by the Contracting Officer, a copy of the signed, approved lower tier subcontracts shall be provided to the Contracting Officer. e. Invoices - Cost and Personnel Reporting, and Variances from the Negotiated Budget (1) The Contractor agrees to provide a detailed breakdown on invoices of the following cost categories: (a) Direct Labor - List individuals by name, title/position, ho...
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ADVANCE UNDERSTANDINGS. Other provisions of this contract notwithstanding, approval of the following items within the limits set forth is hereby granted without further authorization from the Contracting Officer. 1. As stated in the Federal Register, Volume 57, No.190, page 45096, dated September 30, 1992, Policy Letter on Inherently Governmental Functions, no personal services shall be performed under this contract. All work requirements shall flow only from the Project Officer to the Contractor's Project Manager. No contractor employee will be directly supervised by the Government. All individual employee assignments, and daily work direction, shall be given by the applicable employee supervisor. If the Contractor believes any Government action or communication has been given that would create a personal services relationship between the Government and any Contractor employee, the Contractor shall promptly notify the Contracting Officer of this communication or action. 2. The Contractor agrees to immediately notify the Contracting Officer in writing if there is an anticipated overrun (any amount) or unexpended balance (greater than 10 percent) of the amount allotted to the contract, and the reasons for the variance. Also refer to the requirements of the Limitation of Funds and Limitation of Cost Clauses in the contract. 3. The contractor may charge directly to this contract an equal monthly amount for the depreciation of each Animal Enclosure (cage) used for this project, not to exceed a ten (10) year recovery period from the date the enclosure was first placed in service. The contractor shall add " Animal Enclosure" refurbishing costs to its overhead cost pool. 4. Fringe Benefits, Overhead and G&A rates, as proposed in Bioqual, --------------------------------------- Incorporated Final Revised Offer, dated October 10, 2000, are accepted for proposal purposes only. The Government will not approve reimbursements based on these proposed rates until such time as a new rate agreement has been negotiated and approved by the cognizant Contracting Officer, in accordance with ARTICLE G.4, INDIRECT COST ------------- RATES. -----
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ADVANCE UNDERSTANDINGS 
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Related to ADVANCE UNDERSTANDINGS

  • Prior Understandings This Agreement supersedes all prior understandings and agreements (whether written, oral or otherwise) pertaining to the subject matter hereof, and constitutes the entire agreement between the parties hereto relating to the subject matter hereof and the transactions provided for herein.

  • Entire Understanding This Amendment sets forth the entire understanding of the parties with respect to the matters set forth herein, and shall supersede any prior negotiations or agreements, whether written or oral, with respect thereto.

  • Complete Understanding The terms and conditions set forth in this Agreement represent the full and complete understanding between the parties. The terms and conditions may be modified only through the written mutual consent of the parties.

  • Prior Understanding This Agreement and the other Loan Documents supersede all prior understandings and agreements, whether written or oral, between the parties hereto and thereto relating to the transactions provided for herein and therein, including any prior confidentiality agreements and commitments.

  • Entire Agreement; No Oral Modification This Agreement contains the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings with respect thereto and may not be amended or modified except in a writing signed by both of the parties hereto.