Minimum Annual Commitment Clause Samples
A Minimum Annual Commitment clause requires one party, typically the buyer or customer, to purchase or pay for a specified minimum quantity of goods or services each year. This obligation ensures that the supplier receives a guaranteed level of business, regardless of the buyer’s actual usage or needs during the year. For example, a software provider may require a client to commit to paying for at least 100 user licenses annually, even if fewer are used. The core function of this clause is to provide revenue predictability and financial security for the supplier, while also incentivizing the buyer to accurately forecast and utilize the contracted services or products.
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Minimum Annual Commitment. During each year of this Agreement, DISTRIBUTOR shall accrue and timely pay to TITANIUM the net prices for the Products licensed, sold or otherwise distributed under this Agreement. DISTRIBUTOR agrees to a volume commitment for each year of this Agreement in the amount set forth in the Term Sheet. Progress towards the annual commitment will be monitored quarterly and failure to achieve this phased commitment will be taken into account by TITANIUM when deciding about the renewal or termination of this Agreement. For the avoidance of doubt, failure to achieve the said commitment will be considered by TITANIUM as a factor as to whether or not to renew or terminate this Agreement only and will not otherwise entitle TITANIUM to claim for any damages or compensation in relation to such failure or any termination of this Agreement as a result of such failure.]
Minimum Annual Commitment. 10.1. If the aggregate amounts paid by Bridge to SAVVIS for the Networks hereunder for any Agreement Year during the Initial Term of this Agreement, using not only the Acquired Network Facilities but also any Additional Network Facilities, is less than the Minimum Annual Commitment (as defined below), then the amount of such deficiency shall be payable by Bridge to SAVVIS upon the receipt by Bridge of an invoice therefor, in accordance with Section 5 of the Agreement.
Minimum Annual Commitment. During the five (5) years commencing on January 1, 2020 (the “Commitment Period”), Customer commits to purchase in total up to USD 500,000,000 (the “Total Commitment”) of Products, with the expectation that such commitment is divided between the two businesses as follows: (i) USD [***] of Products for sale through the Verisure Security Business and (ii) USD [***] of ▇▇▇▇ Catalog Products for sale through other channels in the Territory. By year, Customer commits to the following minimum annual commitment covering both businesses (the “Minimum Annual Commitment”): 2020 USD [***] 2021 USD [***] 2022 USD [***] 2023 USD [***] 2024 USD [***] The Prepayments, the Total Commitment and the Minimum Annual Commitment are each subject to Supplier (i) not undergoing any Late Stability Triggering Event (as defined below) and (ii) continuing to meet its development and supply obligations, provided that Customer’s obligations with respect to the Prepayments, the Total Commitment and the Minimum Annual Commitment will only be suspended for so long as Supplier fails to meet its development and supply obligations. For clarity, the Minimum Annual Commitments are a subset of, and not in addition to, the Total Commitment.
Minimum Annual Commitment. H▇▇▇▇▇ agrees to pay Health Grades a total of not less than $3,000,000 on an annual, calendar year basis during calendar years 2007, 2008 and 2009 (the “Minimum Annual Commitment”). In the event that aggregate calculated fees paid during the each of the foregoing calendar years do not reach or exceed the Minimum Annual Commitment, then H▇▇▇▇▇ shall, promptly after January 1 of the next following calendar year, pay Health Grades the amount of any shortfall. For the avoidance of doubt, Pilot Services fees, as set forth in Section III below, shall not be credited toward the Minimum Commitment. H▇▇▇▇▇ shall have no obligation to pay Health Grades the Minimum Annual Commitment (or any shortfall) for any year following either of the following:: (i) the date H▇▇▇▇▇ gives notice of termination of this Agreement for any reason, including but not limited to as a result of the evaluation of Pilot Services or Network Tag Services, or as a result of benchmarking; or (ii) H▇▇▇▇▇ gives notice of its election to continue this Agreement despite Health Grades’ inability to perform Network Tag Services, as described in Section 5(b). If H▇▇▇▇▇ is excused from the Minimum Annual Commitment as set forth herein, then H▇▇▇▇▇ shall be obligated only for a pro-rata Minimum Annual Commitment during the year in which H▇▇▇▇▇ becomes excused, from January 1 of such year through the date on which H▇▇▇▇▇ gives notice. (For example, if H▇▇▇▇▇ gives notice of termination of the agreement on September 30, 2008, the Minimum Annual Commitment for the year ending December 31, 2008, would be $2,250,000 ($3,000,000/12x9). This pro-rata Minimum Annual Commitment would then be compared to the fees paid by H▇▇▇▇▇ to Health Grades for the Services provided during the nine months ended September 30, 2006 to determine the amount of any shortfall.) Such shortfall shall be paid, as applicable: (i) within thirty (30) days after the date of termination; or (ii) within ninety (90) days after H▇▇▇▇▇’▇ notice of its election under Section 5(b).
Minimum Annual Commitment. (a) Each year, for a period of four years commencing on February 1, 2024 and ending January 31, 2028 (the “Minimum Revenue Commitment Term”), Partner must incur fees on an annual basis (the “Minimum Annual Commitment”) as follows: 1 (February 1, 2024 - January 31, 2025) $[***] million 2 (February 1, 2025 - January 31, 2026) $[***] million 3 (February 1, 2026 - January 31, 2027) $[***] million 4 (February 1, 2027 - January 31, 2028) $[***] million . If at the end of each Year, Partner has failed to meet the Minimum Annual Commitment for that Year, then Partner shall pay to SFDC the difference between the Minimum Annual Commitment for that Year, and the amount of fees Partner has incurred to date for that Year (the “Minimum Annual Commitment True Up”). SFDC will invoice Partner for the Minimum Annual Commitment True Up within five (5) Business Days following the Year just ended, as otherwise part of its invoice process in accordance with Section 8.1.2 hereunder. For clarity, the Minimum Annual Commitment True Up shall not count towards the Minimum Annual Commitment. The Minimum Annual Commitment True Up shall be Partner’s sole liability to SFDC and SFDC’s sole remedy for such failure by Partner to meet the Minimum Annual Commitment. 3. Section 11 (Term). Section 11.1 shall be modified by deleting the first sentence and replacing it with the following: “The initial term of this OEM Addendum commences on the OEM Addendum Effective Date and ends on January 31, 2031 (“Initial Term”), unless terminated earlier by either Party as set forth in this Agreement.”
Minimum Annual Commitment. If a minimum revenue or service commitments (“MAC”) is required for the purchase of some Products and Services, it will be set forth in an Order and mutually agreed by the parties.
Minimum Annual Commitment. Where the amount of API purchased by NABRIVA in a contract year is less than the Minimum Annual Commitment for such year, NABRIVA shall pay HOVIONE the value of such shortfall, in a lump sum payment and discounted by [**] percent ([**]%), within [**] after HOVIONE invoices NABRIVA for such shortfall. If regulatory approval for API is delayed past [**], the Minimum Annual Commitment for [**] shall be reduced from 1,500kg to 750kg; provided, however, if such regulatory approval for API is delayed primarily due to HOVIONE, the Minimum Annual Commitment shall be reduced by [**] for each month or partial month of such delay. In either case, if it is not feasible for HOVIONE to reduce production already scheduled for [**], any production above the reduced Minimum Annual Commitment in [**] shall be used to reduce the Minimum Annual Commitment for [**]. If the Starting Materials supplied by NABRIVA become obsolete due to a delay in regulatory approval for API primarily due to HOVIONE, the cost of replacement materials shall be borne by HOVIONE subject to the limitation of liability herein provided.
Minimum Annual Commitment. Without limiting its obligations set forth in Section 5.4.1 above, Intuitive shall purchase no less than [****] Interrogators from ▇▇▇▇ during the [****] Period. The following schedule (the “Minimum Annual Commitment”) is a preliminary forecast based on current information and is subject to change based on the Parties’ mutual agreement:
Minimum Annual Commitment. Subject to the provisions of Section 19 below, during each "Contract Year" (defined as the twelve (12) month period commencing on the Commencement Date and each anniversary thereof) of this Agreement, Customer agrees to purchase a minimum of $1,000,000 ("Minimum Annual Commitment" or "MAC") in MSC Contributory Services, as defined in 6.3 below.
Minimum Annual Commitment. Absent any regulatory issues with the Facility and except in the event of inability of BioVectra to supply Batches meeting the requirements of this Agreement in the quantities ordered in accordance with this Agreement, should PhaseBio fail to purchase the Minimum Annual Commitment as described in Section 3.2, BioVectra will invoice PhaseBio for the difference between the Minimum Annual Commitment (subject to any applicable adjustment pursuant to Section 5.4) and the actual number of Batches of Product purchased in that year multiplied by the Supply Price per Batch associated with the number of Batches ordered in that year under the respective Purchase Order (the “Minimum Shortfall Payment”). For example, in a given year in which the Minimum Annual Commitment is [***] Batches, should PhaseBio purchase [***] Batches, leaving a shortfall of [***] Batches, BioVectra shall invoice PhaseBio for a Minimum Shortfall Payment equal to [***] Batches (Shortfall) multiplied by the Supply Price per Batch. PhaseBio shall remit payment within thirty (30) days of receipt of invoice. The Minimum Shortfall Payment shall be [***] where a Minimum Shortfall Payment is [***] due to the Parties [***].