Failure to Meet Performance Guarantees Sample Clauses

The "Failure to Meet Performance Guarantees" clause defines the consequences and remedies if one party does not achieve the agreed-upon performance standards specified in the contract. Typically, this clause outlines the specific metrics or benchmarks that must be met, such as delivery timelines, quality levels, or service uptime, and details the actions to be taken if these are not fulfilled, which may include financial penalties, corrective measures, or even contract termination. Its core practical function is to protect the interests of the party relying on the promised performance by providing clear recourse in the event of underperformance, thereby allocating risk and incentivizing compliance.
Failure to Meet Performance Guarantees. 1. Contractor agrees to payment of liquidated damages (“Performance Guarantees”) if it fails to meet the Performance Standards set forth within ATTACHMENT F, Performance Guarantee, to this Contract. 2. Performance Guarantees are intended only to cover the Department’s internal staffing and administrative costs and the diminished value of the Services provided under the Contract. In accepting liquidated damages, the Department does not waive its right to pursue other remedies provided for under this Contract, including a claim for any damages not covered by the liquidated damages. 3. Notwithstanding anything in the Contract to the contrary, the total of any and all Performance Guarantees paid or to be paid by Contractor pursuant to this Contract for any calendar quarter will not exceed 100% of the Compensation due under Section 2.5 above. 4. Upon mutual agreement of the Parties, Performance Guarantees may be suspended from time to time for special circumstances. Suspension of a Performance Guarantee will not excuse Contractor from accumulating data relevant to that Performance Guarantee and reporting such data to the Department as part of the management reports delivered pursuant to this Contract. 5. The Department may require the Contractor to propose and implement a reasonable Corrective Action Plan to address and correct the root causes of any missed Performance Standard. 6. The inclusion of Performance Guarantees in this Agreement is intended to address unsatisfactory performance in the context of ongoing operations without resort to the default provisions set forth in Section 9 of the Contract. However, if Contractor's performance falls below the minimum level of performance for the same Performance Guarantee for three (3) quarters and such failure is not otherwise excused, then the Department may declare an Event of Default. 7. Contractor will be excused for failing to meet any Performance Standard to the extent such failure is caused by the Department not performing any of its obligations under the Contract. 8. Contractor will advise the Department in writing as soon as possible of any circumstance or occurrence which would excuse or affect Contractor's ability to achieve any of the Performance Standards. In all such cases, Contractor will continue to make all reasonable efforts to achieve the Performance Standards.
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Failure to Meet Performance Guarantees a. Contractor agrees to payment of additional financial consequences if it fails to meet the Performance Guarantees set forth within Attachment B to this Contract. b. Financial consequences are intended only to cover the Department’s internal staffing and administrative costs and the diminished value of the Services provided under the Contract. c. Notwithstanding anything in the Contract to the contrary, the total of any and all financial consequences paid or to be paid by Contractor pursuant to this Contract for any calendar quarter will not exceed one hundred percent (100%) of the payment due under section 2 above. d. Upon mutual agreement of the Parties, Performance Guarantees may be suspended from time to time for special circumstances. Suspension of a Performance Guarantee will not excuse Contractor from accumulating data relevant to that Performance Guarantee and reporting such data to the Department as part of the management reports delivered pursuant to this Contract.
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Related to Failure to Meet Performance Guarantees

  • Performance Guarantees Contractor agrees to provide the County the performance guarantees specified in Attachment A and to pay any penalties incurred in accordance with the terms of Attachment A.

  • Performance Guarantee 9.4.1 The Concessionaire shall, for the performance of its obligations hereunder during the Concession Period, provide to the Authority no later than [90] days prior to expiry of the Performance Security, an irrevocable and unconditional guarantee from a Bank for a sum equivalent to Rs. ***** crore (Rupees ***** crore)7 in the form set forth in Schedule-FF (the “Performance Guarantee”). Until such time the Performance Guarantee is provided by the Concessionaire pursuant hereto and the same comes into effect, notwithstanding anything contained in clause 9.3 the Performance Security shall remain in force and effect, and upon such provision of the Performance Guarantee pursuant hereto, the Authority shall release the Performance Security to the Concessionaire. 9.4.2 Notwithstanding anything to the contrary contained in this Agreement, in the event Performance Guarantee is not provided by the Concessionaire within a period of [90] days prior to expiry of the Performance Security, the Authority may invoke and encash the Performance Security and appropriate the proceeds thereof as Damages, and thereupon all rights, privileges, claims and entitlements of the Concessionaire under or arising out of this Agreement shall be deemed to have been waived by, and to have ceased with the concurrence of the Concessionaire, and this Agreement shall be deemed to have been terminated by mutual agreement of the Parties.

  • Performance Guaranty Parent hereby guarantees the due, prompt and faithful performance and discharge by, and compliance with, all of the obligations, covenants, terms, conditions and undertakings of Merger Sub under this Agreement in accordance with the terms hereof, including any such obligations, covenants, terms, conditions and undertakings that are required to be performed, discharged or complied with following the Effective Time by the Surviving Corporation.

  • SYSTEM PERFORMANCE REQUIREMENTS Certain functions of the Platform are subject to the service level agreement described in the Agreement. The following additional terms apply to Electronic Communication Services (as defined below). Such terms control in the event of a conflict with the terms of the Agreement. 1. These terms apply only to NCR Voyix’s provision of electronic communication services, such as NCR Voyix Pulse Real Time Text Paging, certain NCR Voyix online ordering functionalities and NCR Voyix Consumer Marketing (collectively, “Communication Services”). The Communication Services may enable you to send communications to your patrons, end-users or other recipients (collectively, “Recipients”), including e-mails, text messages or other electronic messages (collectively, “Communications”). Communications may be routed through wireless or mobile carriers, internet service providers or other communication service providers (each, a “CSP”). 2. You are entirely responsible for your use of the Communication Services, including, but not limited to: (a) proper account setup and configuration settings; (b) obtaining consents or opt-ins from Recipients to receive Communications; (c) compliance with requests to opt-out or unsubscribe from Communications; (d) providing all required disclosures; and (e) use of valid phone numbers, e-mail addresses or other communications identifiers as appropriate for the particular type of Communication. You are responsible for compliance with (i) all laws, rules, regulations and ordinances (including, without limitation, the Telephone Consumer Protection Act, the Federal Trade Commission Act, and the CAN-SPAM Act) and (ii) all industry standards and CSP requirements and policies (including, without limitation, all “S.H.A.F.T” rules and similar standards), in each case, as applicable to your use of the Communication Services or the conduct of your business (collectively, “Applicable Legal Requirements”). You will not use the Communication Services in violation of Applicable Legal Requirements or to engage in any illegal or unethical activity. You are solely responsible for the content and accuracy of your Communications and any products or services offered for sale therein. You will not send any misleading, inaccurate, threatening, libelous, obscene, harassing, or offensive Communication. If NCR Voyix provides images or other materials as part of the Communication Services, you may only use them for your permitted use of the Communication Services. Further, you may not use any third-party or purchased e-mail list(s) in connection with the Communication Services. NCR Voyix may immediately suspend or terminate your use of the Communication Services if you breach any obligation under this Section. You agree to immediately report any violation of this Section to NCR Voyix and provide cooperation, as requested by NCR Voyix, to investigate and/or remedy that violation. You are responsible for any and all charges (including, but not limited to, fees associated with text or email messaging) imposed by your CSP. Message and data rates may apply. Such charges include those from your mobile carrier or other CSP. 3. Communications may not be encrypted, so you should use appropriate care when determining the content of any Communications. Delivery and receipt of Communications may be delayed or impacted by technical or other issues with CSPs or other third parties or due to other reasons outside of NCR Voyix’s control. NCR Voyix will not be liable for any losses or damages arising from the disclosure of any Communication to any third party or the non-delivery, delayed delivery, misdirected delivery or mishandling of, or inaccurate content in, any Communication sent via the Communication Services. 4. You will indemnify, defend and hold harmless NCR Voyix and its affiliates, suppliers, agents and representatives against any and all claims, losses, costs, fines, fees, liabilities or obligations arising from: (a) your use of the Communication Services or the conduct of your business; or (b) your violation of Applicable Legal Requirements. The indemnified parties hereunder are intended third-party beneficiaries of this Section.

  • Failure to Maintain Financial Viability The System Agency may terminate the Grant Agreement if the System Agency, in its sole discretion, determines that Grantee no longer maintains the financial viability required to complete the services and deliverables, or otherwise fully perform its responsibilities under the Grant Agreement.