Common use of Co-Management Clause in Contracts

Co-Management. In co-managed situations (e.g., where you have designated other vendors or personnel, or “Co-Managed Providers,” to provide you with services that overlap or conflict with the Services provided or facilitated by us), we will endeavor to implement the Services in an efficient and effective manner; however, (a) we will not be responsible for the acts or omissions of Co-Managed Providers, or the remediation of any problems, errors, or downtime associated with those acts or omissions, and (b) in the event that a Co- Managed Provider’s determination on an issue differs from our position on a Service-related matter, we will yield to the Co-Managed Provider’s determination and bring that situation to your attention. If, however, a Co-Managed Provider’s services materially interfere with or prevent us from providing our Services in an efficient or effective manner, then we will have the right, upon providing you with no less than ten (10) days notice, to either terminate the applicable Services for Cause or, in our discretion, eliminate the conflicted Services from the scope of Services and adjust our invoices to reflect same.