Breach-General Clause Samples

The Breach-General clause defines what constitutes a breach of the agreement and outlines the general obligations of the parties in the event of such a breach. Typically, this clause specifies the actions or omissions that would be considered a violation of the contract, such as failing to deliver goods or services on time or not meeting specified standards. It may also describe the process for notifying the breaching party and the initial steps required to address the issue. The core function of this clause is to establish a clear framework for identifying and responding to breaches, thereby promoting accountability and providing a basis for resolving disputes.
Breach-General. If the Developer shall fail or refuse to perform its obligations as required hereunder, then the BOCC shall provide written notice to the Developer indicating the nature of the default. Developer shall have thirty (30) days following the receipt of such written notice to cure the default described in such notice; provided, however, if the Developer shall proceed with due diligence to cure said default after said notice, then such thirty (30) day period shall be extended to such a period of time as may reasonably be required to cure such default while proceeding with due diligence. If the Developer has not cured the default within the said cure period, the BOCC may seek and obtain equitable relief to enforce the terms and conditions of this Agreement either through a decree for specific performance or an injunction. Should the remedies of specific performance or injunction not be available to the BOCC because of actions of Developer, then the BOCC shall be entitled to bring a legal action for damages.
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Breach-General. If the BOCC shall fail or refuse to perform its obligations as required hereunder, then the Charitable Foundation shall provide written notice to the BOCC indicating the nature of the default. The BOCC shall have thirty (30) days following the receipt of such written notice to cure the default described in such notice; provided, however, if the BOCC shall proceed with due diligence to cure said default after said notice, then such thirty (30) day period shall be extended to such a period of time as may reasonably be required to cure such default while proceeding with due diligence. If the BOCC has not cured the default within the cure period, the Charitable Foundation may seek and obtain equitable relief to enforce the terms and conditions of this Agreement either through a decree for specific performance or an injunction. Should the remedies of specific performance or injunction not be available to the Charitable Foundation because of actions of the BOCC, then the Charitable Foundation shall be entitled to bring a legal action for damages.
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Related to Breach-General

  • Breach; Remedies Failure of either party to perform any obligation of this Contract shall be deemed a breach. Except as otherwise provided for by law or this Contract, the rights and remedies of the parties shall not be exclusive and are in addition to any other rights and remedies provided by law or equity, including but not limited to actual damages, and to a prevailing party reasonable attorneys' fees and costs. It is specifically agreed that reasonable attorneys' fees shall not exceed $150.00 per hour.

  • Breach and Remedies for Breach The benefits associated with Sector membership will only accrue to the Members if each of them strictly complies with this Agreement. Each Member will make significant operational and financial commitments based on this Agreement, and any Member’s failure to fulfill any of its obligations under this Agreement could have significant adverse consequences for some or all other Members. Any failure by a Member to fulfill any of its obligations under this Agreement shall constitute a breach of this Agreement. Each Member shall be bound by the procedures set forth in this Section for determining whether a Member has breached this Agreement. The Sector shall be entitled to the remedies set forth in this Section if a Member is determined by the Sector to have breached this Agreement. Each Member shall take all actions and execute all documents the Manager deems necessary or convenient to give effect to the provisions of this Section.

  • Exclusive Remedy The foregoing shall constitute the Parties' sole and exclusive remedies and obligations with respect to a third party claim of intellectual property infringement arising out of the conduct of business under this Agreement.

  • BREACH DISCOVERY AND NOTIFICATION 17 1. Following the discovery of a Breach of Unsecured PHI, CONTRACTOR shall notify 18 COUNTY of such Breach, however both parties agree to a delay in the notification if so advised by a 19 law enforcement official pursuant to 45 CFR § 164.412. 20 a. A Breach shall be treated as discovered by CONTRACTOR as of the first day on which 21 such Breach is known to CONTRACTOR or, by exercising reasonable diligence, would have been 22 known to CONTRACTOR. 23 b. CONTRACTOR shall be deemed to have knowledge of a Breach, if the Breach is 24 known, or by exercising reasonable diligence would have known, to any person who is an employee, 25 officer, or other agent of CONTRACTOR, as determined by federal common law of agency. 26 2. CONTRACTOR shall provide the notification of the Breach immediately to the COUNTY 27 Privacy Officer. CONTRACTOR’s notification may be oral, but shall be followed by written 28 notification within twenty four (24) hours of the oral notification. 29 3. CONTRACTOR’s notification shall include, to the extent possible: 30 a. The identification of each Individual whose Unsecured PHI has been, or is reasonably 31 believed by CONTRACTOR to have been, accessed, acquired, used, or disclosed during the Breach; 32 b. Any other information that COUNTY is required to include in the notification to 33 Individual under 45 CFR §164.404 (c) at the time CONTRACTOR is required to notify COUNTY or 34 promptly thereafter as this information becomes available, even after the regulatory sixty (60) day 35 period set forth in 45 CFR § 164.410 (b) has elapsed, including: 36 1) A brief description of what happened, including the date of the Breach and the date 37 of the discovery of the Breach, if known; 1 2) A description of the types of Unsecured PHI that were involved in the Breach (such 2 as whether full name, social security number, date of birth, home address, account number, diagnosis, 3 disability code, or other types of information were involved); 4 3) Any steps Individuals should take to protect themselves from potential harm 5 resulting from the Breach; 6 4) A brief description of what CONTRACTOR is doing to investigate the Breach, to 7 mitigate harm to Individuals, and to protect against any future Breaches; and 8 5) Contact procedures for Individuals to ask questions or learn additional information, 9 which shall include a toll-free telephone number, an e-mail address, Web site, or postal address. 10 4. COUNTY may require CONTRACTOR to provide notice to the Individual as required in 11 45 CFR § 164.404, if it is reasonable to do so under the circumstances, at the sole discretion of the 12 COUNTY. 13 5. In the event that CONTRACTOR is responsible for a Breach of Unsecured PHI in violation 14 of the HIPAA Privacy Rule, CONTRACTOR shall have the burden of demonstrating that 15 CONTRACTOR made all notifications to COUNTY consistent with this Subparagraph F and as 16 required by the Breach notification regulations, or, in the alternative, that the acquisition, access, use, or 17 disclosure of PHI did not constitute a Breach. 18 6. CONTRACTOR shall maintain documentation of all required notifications of a Breach or 19 its risk assessment under 45 CFR § 164.402 to demonstrate that a Breach did not occur. 20 7. CONTRACTOR shall provide to COUNTY all specific and pertinent information about the 21 Breach, including the information listed in Section E.3.b.(1)-(5) above, if not yet provided, to permit 22 COUNTY to meet its notification obligations under Subpart D of 45 CFR Part 164 as soon as 23 practicable, but in no event later than fifteen (15) calendar days after CONTRACTOR’s initial report of 24 the Breach to COUNTY pursuant to Subparagraph F.2. above. 25 8. CONTRACTOR shall continue to provide all additional pertinent information about the