Common use of Service Failures Clause in Contracts

Service Failures. (i) To the extent State Street experiences a problem or delay in providing the Services, State Street will promptly notify the applicable Authorized Person and use Commercially Reasonable Efforts to continue performing the Services in accordance with the Service Levels. (ii) The BFA Recipients will use Commercially Reasonable Efforts to mitigate the impact of State Street’s non-performance to the extent the problem or delay relates to matters described in Section 3.4(b)(i) above. (iii) If State Street is unable to meet its obligations under a Service Module as a result of the matters described in Section 3.4(b)(i) above, State Street’s non-performance of the affected Services will be excused to the extent that State Street provides the affected BFA Recipients with reasonable notice of such non-performance and uses Commercially Reasonable Efforts to perform notwithstanding such BFA Recipient’s failure to perform. (iv) Material costs incurred by either Party in the event of a delay or failure for reasons outside of the control of both Parties will be allocated as agreed between the Parties. Information Classification: Confidential Master Services Agreement 9 BFA | State Street CONFIDENTIAL (d) Resource Reprioritization. Upon request from an Authorized Person, State Street will use Commercially Reasonable Efforts to reprioritize or reset the schedule for State Street Personnel’s existing work activities without impacting the established schedule for other tasks or the performance of the Services in accordance with the Standard of Care; provided, however, that if it is not practicable to avoid such an impact, State Street will notify such Authorized Person of the anticipated impact and obtain its consent prior to proceeding with such work activities. Each such BFA Recipient, in its sole discretion, may: (i) forego or delay such work activities; or (ii) temporarily adjust State Street’s work to be performed, the schedules associated therewith or the Service Levels, to permit State Street’s performance of such work activities. State Street will not be responsible for breaches of this Agreement or the relevant Service Modules or be responsible for Losses or Damages, to the extent resulting from a BFA Recipient’s election to so forego, delay or adjust, subject to Section 3.4(a) and (b) above.