Customer Cause Clause Samples

Customer Cause any of the following causes:
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Customer Cause. Corero will not be in breach of any of its obligations under this Agreement and will not be liable to Customer (and Customer shall not be entitled to terminate for breach) to the extent that Corero’s or an Authorized Partner’s performance of the Services (or any of its other obligations) is delayed, prevented, impacted or otherwise affected by a Customer Cause. For the purposes of this Exhibit, “Customer Cause” means anything which results directly or indirectly from the Customer’s: (a) breach of this Agreement; (b) misuse or improper use of the Products (including any acts or omissions of the Customer or its users which are prohibited or not expressly permitted in the Documentation); (c) delay or failure in performing its own obligations, or in providing notices, arrangements, engagement, access, assistance or information to Corero; (d) combination, merger, or use of the Products with any hardware or software not provided or recommended by Corero; and/or (e) Customer’s Security Requirements. Customer shall provide Corero at least thirty (30) days advance written notice of its intention to move the hardware on which the Software is running which notice must specify the new location. In the event of an emergency move, Customer must notify Corero in writing within ten (10) days of such emergency move.
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Customer Cause. 10.1 Pure IP shall not be in breach of any aspect of the Contract to the extent its failure to perform an obligation under the Contract is the result of an act or omission of the Customer, the Customer Affiliates or their Personnel (“Customer Cause”). 10.2 In the event of a Customer Cause, the Customer shall be liable to pay to Pure IP on demand all reasonable costs, charges or losses sustained or incurred by Pure IP (including, without limitation, any direct or indirect consequential losses, loss of profit and loss of reputation, loss or damage to property, injury to or death of any person and loss of opportunity to deploy resources elsewhere), subject to Pure IP confirming such costs, charges and losses to the Customer in writing.
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Customer Cause. In the event that ▇▇▇▇▇▇’s non-conformance with an obligation is due to Customer Cause, Tribal: (a) shall be entitled to relief from liability; (b) shall be entitled to additional time for delivery of the Services and may delay, postpone or revise any deadline, milestone, timeline, plan or obligation taking into account the consequences caused by the Customer Cause; (c) may amend any Implementation Services to reflect any consequences caused by the Customer Cause; (d) shall be entitled to claim payment of fees and additional expenses it has incurred as a result of the Customer Cause; and (e) shall be entitled to invoice for Fees for Services delivered, notwithstanding that a milestone has not yet been achieved and/or a Fee is not yet due for payment in accordance with a Payment Term, provided that Tribal uses Commercially Reasonable Efforts to mitigate the impact resulting from the Customer Cause.
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Customer Cause. 29.1 Notwithstanding any other provision of this Agreement, if: 29.1.1 there is a Delay; and/or 29.1.2 the Service Provider has failed to: 29.1.2.1 provide the Operational Services in accordance with the Target Performance Levels; and/or 29.1.2.2 comply with its obligations under this Agreement, (each a “Service Provider Non-Performance”), and can demonstrate that the Service Provider Non-Performance would not have occurred but for an Customer Cause, then (subject to the Service Provider fulfilling its obligations in this clause 29): 29.1.2.3 the Service Provider shall not be treated as being in breach of this Agreement to the extent the Service Provider can demonstrate that the Service Provider Non-Performance was caused by the Customer Cause; 29.1.2.4 the Customer shall not be entitled to exercise any rights that may arise as a result of that Service Provider Non-Performance: (a) to terminate this Agreement pursuant to clause 31.1.2 (Termination by the Customer); or (b) to take action pursuant clause 28 (Remedial Adviser); 29.1.2.5 where the Service Provider constitutes a failure to Achieve a Milestone by its Milestone Date: (a) the Milestone Date shall be postponed by a period equal to the period of Delay that the Service Provider can demonstrate was caused by the Customer Cause; (b) if the Milestone is a Key Milestone, the Service Provider shall have no liability to pay any Delay Payments associated with the relevant Key Milestone to the extent that the Service Provider can demonstrate that such failure was caused by the Customer Cause; and (c) the Service Provider shall be entitled to claim compensation subject to and in accordance with the principles set out in Paragraph 2 of Part C of Schedule 7 (Charges and Invoicing); and/or 29.1.2.6 where the Service Provider Non-Performance constitutes a KPI Failure: (a) the Service Provider shall not be liable to accrue Service Credits; (b) the Customer shall not be entitled to withhold any of the Service Charges pursuant to clause 9.2.4.2 (Performance Failures); and (c) the Service Provider shall be entitled to invoice for the Service Charges for the relevant Operational Services affected by the Customer Cause, in each case, to the extent that the Service Provider can demonstrate that the KPI Failure was caused by the Customer Cause. 29.2 In order to claim any of the rights and/or relief referred to in clause 29.1, the Service Provider shall as soon as reasonably practicable (and in any event within ten (10) W...
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Customer Cause. If a Customer Cause has a material and/or adverse affect on the JVCo’s ability to comply with its obligations under this Agreement, then to the extent that the JVCo’s failure to comply with its obligations arises as a result of such Customer Cause: such failure by the JVCo to perform, and any poor performance, shall not constitute a breach by the JVCo of the provisions of this Agreement; such failure shall be disregarded when measuring the performance of any affected part of the Services in accordance with the Performance Management and Monitoring Framework which shall be operated as though the relevant part of the Services has been performed free of such failure; any such failure shall be deemed not to have occurred so that the JVCo shall be entitled to payment under the Agreement as if there has been no such failure; and the occurrence of the Customer Cause must be notified to the Customer by the JVCo as soon as reasonably practicable and in any case within ten (10) Working Days of the date on which the JVCo became aware (or ought to reasonably to have become aware) of the occurrence of the Customer Cause. The JVCo shall use reasonable endeavours to mitigate the impact of the Customer Cause and continue to provide that part of the Services and observe those obligations unaffected by the Customer Cause. The Customer shall reimburse the JVCo for any additional costs incurred by the JVCo being the reasonable additional costs above the costs the JVCo would have incurred had it not been for the Customer Cause.
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Customer Cause. Corero will not be in breach of any of its obligations under this Agreement, and will not be liable to Customer (and Customer shall not be entitled to terminate for delayed, failed or inadequate performance) to the extent that ▇▇▇▇▇▇’s or an Authorized Partner’s performance of the Services (or any of its other obligations) is delayed, prevented, impacted or otherwise affected by a Customer Cause. For the purposes of this Exhibit, “Customer Cause” means anything which results directly or indirectly from Customer’s: (a) breach of this Agreement; (b) misuse or improper use of the Products (including any acts or omissions of Customer or its users which are prohibited or not expressly permitted in the Documentation); (c) delay or failure in performing its own obligations, or in providing notices, arrangements, engagement, access, assistance or information to Corero; (d) combination, merger, or use of the Products with any hardware or software not provided or recommended by Corero; and/or (e) Change Management Process, or failure or delay in making a Customer contact available to Corero.
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Customer Cause. Corero will not be in breach of any of its obligations under this Agreement, and will not be liable to Customer (and Customer shall not be entitled to terminate for delayed, failed or inadequate performance) to the extent that ▇▇▇▇▇▇’s or an Authorized Partner’s performance of the Services (or any of its other obligations) is delayed, prevented, impacted or otherwise affected by a Customer Cause. For the purposes of this Exhibit, “Customer Cause” means anything which results directly or indirectly from Customer’s: (a) breach of this Agreement; (b) misuse or improper use of the Products (including any acts or omissions of Customer or its users which are prohibited or not expressly permitted in the Documentation); (c) delay or failure in performing its own obligations, or in providing notices, arrangements, engagement, access, assistance or information to Corero; (d) combination, merger, or use of the Products with any hardware or software not provided or recommended by Corero; and/or (e) Change Management Process, or failure or delay in making a Customer contact available to Corero. Exhibit C‌ SecureWatch is a suite of subscription-based security services to provide additional support to maximize the effectiveness of Corero security solutions in protecting customer infrastructure and data. Within the context and scope of the SecureWatch service delivery, Corero requires access to the installed SmartWall Solution for the purposes of fault, configuration, performance and security management. In addition, the Service requires the capture and analysis of device management and security events generated by the Corero products for the purposes of optimizing customer security protections, maintaining system performance and incident handling. ▇▇▇▇▇▇ assigns critical importance to the control, security and confidentiality of Customer’s information and places major significance on providing clear definitions of the scope of the information collected and the nature of any analysis undertaken. The Corero Network Security data usage policy is described below: The Corero SecureWatch Service leverages industry-standard, enterprise-grade monitoring tools that have been customized to gather detailed operational information from the SmartWall Solution providing automated administration and response where required. The service is restricted to monitoring Corero products only including software and where applicable hardware components (collectively the “SmartWall Solution”). For...
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Customer Cause. GBG shall have no obligation to provide the Standard Support Services where the cause(s) of any fault in the Service have been identified by GBG as having arisen from any misuse or incorrect use of the Service by the Customer; or any breach of Customer’s obligations under the Agreement.
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Related to Customer Cause

  • For Cause For a material breach that remains uncured for more than thirty calendar days or other specified period after written notice to the Contractor, the Contract or Purchase Order may be terminated by the Commissioner or Authorized User respectively, at the Contractor’s expense where Contractor becomes unable or incapable of performing, or meeting any requirements or qualifications set forth in the Contract, or for non-performance, or upon a determination that Contractor is non-responsible. Such termination shall be upon written notice to the Contractor. In such event, the Commissioner or Authorized User may complete the contractual requirements in any manner it may deem advisable and pursue available legal or equitable remedies for breach.

  • Without Cause If this Amended Agreement shall be terminated by the Company Without Cause: (a) the Company shall pay to the Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the following amounts: (1) if not theretofore paid, the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination; and (2) in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred and not yet paid by the Company shall be paid in accordance with the plan documents governing such deferrals; (b) the Company shall, promptly upon submission by the Employee of supporting documentation, pay or reimburse to the Employee any costs and expenses (including moving and relocation expenses) paid or incurred by the Employee which would have been payable under Section 4.5 of this Amended Agreement if the Employee’s employment had not terminated, to be paid no later than 21/2 months after the end of the calendar year in which such expenses were incurred; and (c) for the 12-month period commencing on the Date of Termination, the Company shall pay the Company portion of any premiums and shall otherwise continue benefits to the Employee and/or the Employee’s family in accordance with the Company’s normal payroll practices at least equal to those which would have been provided to them under Section 4.4 if the Employee’s employment had not been terminated. With respect to benefits set forth in this subsection (c), to the extent possible, all insurance premium and/or benefit payments by the Company shall be made so as to be exempt from Code Section 409A, and for the purposes thereof, each payment shall be treated as a separate payment under Code Section 409A. Notwithstanding the foregoing, with respect to any benefits that are for medical, dental or vision expenses under a self-insured plan, the Employee shall pay the premiums for such coverage and the Company shall reimburse the Employee for the Company portion of the cost of such premiums by the 15th day of the month following the month such premiums are paid by the Employee. After the group health benefits hereunder have expired, the Employee and his dependents shall be eligible to elect continuation of health insurance coverage under COBRA and shall be responsible for the applicable premiums under COBRA. With respect to any other premiums or amounts payable under this Section 6.3(c), to the extent that such amounts are taxable and not otherwise exempt from deferred compensation under Code Section 409A, the Employee shall pay the premiums for such coverage and the Company shall promptly reimburse the Employee upon Employee’s submission of reasonable documentation of such premiums, and the Company’s payment of such reimbursements or any other benefits under this Section 6.3(c) shall be subject to the following: (i) all amounts to be paid under this paragraph and that are includable in Employee’s income shall only be paid if such expenses are incurred during the 2 year period after the Termination Date; (ii) any amount reimbursable or paid in one tax year shall not affect the amount to be reimbursed or paid in another tax year; (iii) if Employee is reimbursed for any expenses hereunder, he must provide the Company with reasonable documentation of such expenses; (iv) payments for such expenses will be made in cash promptly after the expenses are incurred but in no event later than the end of Employee’s taxable year following the tax year in which the expenses are incurred; and (v) the payments under this paragraph cannot be substituted for another benefit. (d) the Company shall pay to the Employee, in equal semi-monthly installments, the Employee’s Base Salary (as in effect on the Date of Termination) for 12 months after the Date of Termination.