CONTINGENT SERVICES Clause Samples

CONTINGENT SERVICES. A. To ensure compliance with outstanding contractual obligations to third parties, or for other reasons, Limited may, in its sole discretion, in the event United States legal constraints should limit or preclude the rendition of U.S.-sourced booking or ticketing services by Galileo International, provide or arrange for another party to provide substitute services from a source outside the United States. B. To the extent Limited provides or arranges for another to provide substitute services to Participant in accordance with Article 26.A above, Participant agrees to make payments in respect thereof to or at the direction of Limited in amounts equal to those that would have been payable under other provisions of this Agreement (including the Schedules thereto) to Galileo International in respect of booking and ticketing services rendered by it. C. Limited makes no commitment to Participant to provide or arrange to provide such substitute services, and makes no representations with regard to the comparability thereof to services rendered under this Agreement by Galileo International. D. The provisions of this Article constitute an independent agreement between Limited and Participant. To the extent they are relevant and appropriate to the implementation of this Article, other provisions of this Agreement are incorporated by reference in this Article and shall be applied in determining the rights and obligations of Limited, as substitute service provider in lieu of Galileo International, and Participant, as the recipient of substitute services, under this Article. E. Limited and Participant are the only parties to this Article. Galileo International is not a party to this Article and has no rights or obligations in respect thereof. Limited may assign its rights and obligations under this Article to a wholly-owned Affiliate of Limited, and the provisions of Article 17.B of this Agreement shall not apply to the rights and obligations of Limited under this Article. This Article is governed by and shall be construed in all respects in accordance with the laws of England, and Limited, any assignee thereof, and Participant each submit to the exclusive jurisdiction of the English courts.

CONTINGENT SERVICES. In the event that Developer provides Services at Customer's request hereunder, including any Services in connection with the preparation of Deliverables, without an effective SOW (the "Contingent Services"), then Developer shall have the right to invoice and Customer shall pay for such Contingent Services on a time and materials basis at the then-current Developer standard rate card in place for the applicable Personnel performing such Contingent Services subject to a reconciliation to be performed by Developer upon the execution of any SOW covering those Contingent Services.