Agreement Framework Clause Samples
The Agreement Framework clause establishes the overall structure and foundational terms that govern the relationship between the parties entering into a contract. It typically outlines the scope of the agreement, the key obligations of each party, and the general principles that will apply to all subsequent transactions or arrangements under the contract. By setting these baseline rules and expectations, the clause ensures that both parties have a clear understanding of their roles and responsibilities, thereby reducing the risk of misunderstandings or disputes throughout the duration of the agreement.
Agreement Framework. (1) This FASSA establishes the general terms and conditions applicable to BNY Mellon’s provision, and Voya’s receipt, of the Services contemplated by the Agreement.
(2) Voya hereby appoints BNY Mellon as a sub-administrator to Voya and BNY Mellon will provide the Services in accordance with the terms and conditions of the Agreement. BNY Mellon hereby accepts such appointment.
Agreement Framework. 2.1 Under these T&Cs, NTT may enter into (a) Statements of Work for Services to be performed by Supplier and/or (b) POs for Goods to be provided by Supplier. Each SOW and PO entered into by the parties will be subject to the provisions of these T&Cs.
2.2 Affiliates of NTT may separately enter into Adoption Agreements (in the form and content as NTT thinks fit) with Supplier (or a Supplier Affiliate) in order for the applicable parties to subsequently enter into direct SOWs and/or POs. For the avoidance of doubt, each Adoption Agreement will form a separate legal agreement between the parties to such Adoption Agreement. Accordingly, (a) NTT will not be responsible or liable for any breach by an Authorized Affiliate under an Adoption Agreement and Supplier’s (or applicable Supplier Affiliate’s) sole right in respect of the Adoption Agreement will be to assert a claim against the applicable Authorized Affiliate; and (b) Authorized Affiliate will not be responsible or liable for any breach by NTT under these T&Cs and Supplier’s sole right in respect of these T&Cs will be to assert a claim against NTT.
2.3 In the event of a conflict between the terms of a SOW or PO and the provisions of these T&Cs, the provisions of these T&Cs will take precedence unless (a) the SOW or PO expressly references the conflicting provision of these T&Cs and expresses an intent to override it or (b) a specific term of these T&Cs is expressly stated to give deference to a term of the SOW or PO. For the avoidance of doubt, Clause 4.3 of these T&Cs (with respect to payment timeline only), Clause Part 1(d) of Appendix A (warranty timeline only), Clause 5 of these T&Cs, Clause 7.1(a) of this Agreement (with respect to the types of insurances only) and Clause 15.1 of these T&Cs (term of contract only including renewal timelines) shall give deference to a corresponding term of the SOW or PO.
Agreement Framework. That the framework and foundation for any agreement hereunder for the wholesale sale and delivery of potable water from Green Bay to Pulaski shall be based upon the framework and format of the Green Bay Water Utility Wholesale Water Service Agreement as previously approved by the Wisconsin Public Service Commission (the “PSC”).
Agreement Framework. (a) The Services will be provided by ElectraNet pursuant to Work Orders executed between the parties from time to time.
(b) Upon a Work Order being executed by both parties, a separate and independent agreement (each agreement referred to in these Master Terms as ‘this agreement’) will be formed between the parties, which comprises:
(1) the terms of the relevant Work Order (including any documentation attached or incorporated into the relevant Work Order); and
(2) these Master Terms.
Agreement Framework. (1) This MSA establishes the general terms and conditions applicable to Cognizant Group’s provision, and NAIC Group’s receipt of, Services.
(2) This MSA contemplates the future execution by NAIC Group and Cognizant Group of one or more statements of work for Services in the form set forth in Exhibit 1 (each such statement of work, an “SOW” and collectively, the “SOWs”). Each SOW shall be effective when executed by an authorized representative of NAIC and an authorized representative of Cognizant (or any member of Cognizant Group). The terms of this MSA shall be deemed to be incorporated into each SOW and the terms and conditions set forth in this MSA shall govern Cognizant’s provision of Services under an SOW, except for provisions in this MSA that are specifically excluded or modified in such SOW, which shall include a reference to the applicable Section in this MSA being excluded or modified; provided, however, that such exclusion or modification shall only be applicable to such SOW.
(3) Each SOW shall contain, to the extent applicable: (a) a description of any technology to be developed or provided, any systems or operations to be supported or the Services to be performed by Cognizant; (b) the related tasks to be completed by NAIC Group and any third parties (other than Cognizant Agents); (c) a list of all Cognizant IP to be incorporated or embedded in, or that are necessary for the use, operation or maintenance of, the Deliverables, Systems or Services; (d) a description of the Deliverables to be produced by Cognizant Group, including the Acceptance Criteria for such Deliverables; (e) the performance and delivery schedule; (f) the Fees to be paid to Cognizant Group and a payment schedule; (g) the description of any Service Levels;
Agreement Framework. This Master Services Agreement, together with all of its Schedules, Ordering Documents, and any other document signed by the parties and submitted pursuant to the Agreement constitutes the “Agreement.” A “Schedule” consists of additional terms specific to a certain category of Products or Services purchased under the Agreement. “Ordering Documents” may take the form of an Order Form, an SOW, or a purchase order (“PO”). An “Order Form” consists of a description of pricing, quantities, license type, license term, Applicable Specifications, and other business information specific to a Product purchase under the Agreement. An “SOW” is an order for Services consisting of a description of work product, Applicable Specifications, and Services the Supplier will perform under the Agreement, including tasks, Deliverables, milestones, payments, ownership, project timeline, project managers, and other information. These documents may contain “Attachments” or “Exhibits” that contain additional information relevant to a particular Product, Service, or purchase.
Agreement Framework. 1 1.01 Purpose..............................................................................1
Agreement Framework. 1.4.1 The objective of this Agreement is the elaboration of the baseline System RAMS docu- mentation for the development of the Rail Baltica Infrastructure, and the deilvery of RAMS studies for specific operational cases.
1.4.2 Study implementation area is the complete Rail Baltica railway infrastructure within three Baltic States: Lithuania, Latvia, Estonia and interface from/to Poland. 2 CONTENT OF THE ASSIGNMENT
Agreement Framework. This Agreement establishes the general terms and conditions applicable to Service Provider's provision, and Prudential's receipt of, the Services. This Agreement contemplates the future negotiation and execution by the Parties of one or more engagement schedules for Services in the form set forth in Exhibit 2 (each such engagement schedule, an "Engagement Schedule" and collectively, the "Engagement Schedules"). Each Engagement Schedule shall be effective when executed by an authorized representative of Prudential and an authorized representative of Service Provider. The terms of this Agreement shall be deemed to be incorporated into each Engagement Schedule.
Agreement Framework. (1) This MSA establishes the general terms and conditions applicable to Milliman Group’s provision, and Voya Group’s receipt, of Services.
(2) This MSA contemplates the future execution by Voya Group and Milliman Group of one or more statements of work for Services in the form set forth in Exhibit 1 (each such statement of work, an “SOW” and collectively, the “SOWs”). Each SOW shall be effective when executed by an authorized representative of Voya and an authorized representative of Milliman (or any member of Milliman Group). The terms of this MSA shall be deemed to be incorporated into each SOW and the terms and conditions set forth in this MSA shall govern Milliman’s provision of Services under an SOW, except for provisions in this MSA that are specifically excluded or modified in such SOW, which shall include a reference to the applicable Section in this MSA being excluded or modified; provided, however, that such exclusion or modification shall only be applicable to such SOW.
(3) Milliman and Voya shall, simultaneously with the execution of this MSA, execute three SOWs:
(a) Statement of Work #1 for Implementation Services;
(b) Statement of Work #2 for Hedging Services under which Milliman Group will provide certain services for Voya Group in connection with hedging guarantee liabilities with respect to the CBVA Segment; and
(c) Statement of Work #3 for Financial and Risk Reporting Services under which Milliman Group will provide certain services related to financial and regulatory reporting and risk analytics with respect to the CBVA Segment.