Common use of Excused Performance Problems Clause in Contracts

Excused Performance Problems. (a) The following are excused performance problems to the extent that each has caused degradations or failures of Service Provider’s performance and shall not constitute a Service Level Default (each an “Excused Performance Problem”): (i) Service or resource reductions requested or approved by Client and agreed by the Parties through Change Control; (ii) Client’s or any member of the Client Group or any Client Representative’s failure to fulfill its material obligations under this Agreement or to take corrective action with respect to tasks allocated to Client in Schedule A of the applicable Service Agreement or other Retained Services; (iii) performance failures under Managed Agreements; (iv) Force Majeure Events as described in and subject to Section 26.08; (v) Failures by [***]* to follow and comply with their responsibilities set out in the Procedures Manual and any other rules, policies or procedures of which they have been notified in writing relating to Service Provider’s provision of Services; (vi) The introduction of a hardware and/or software virus provided that Service Provider has performed its obligations to prevent the introduction of such a virus; (vii) Infringement of third party Intellectual Property rights by Client Group or Client Representatives; (viii) Failures to meet Service Levels while operating [***]*; (ix) Deficiencies in Assets acquired from Client Group, or in resources, systems, or processes provided by Client Group or Client Representatives in connection with the Services; or (x) Failure by Client Group or Client Representatives to provide access, and other rights and services, to hardware and software set out in Schedule A as Client Group responsibilities to the applicable Service Agreement. (b) Service Provider and Client shall use Commercially Reasonable Efforts to continue to provide the Services and Client shall use Commercially Reasonable Efforts to mitigate the effects of the foregoing circumstances. Each Party will notify the other Party of any of the problems or conditions described in Section 7.06(a) above promptly after discovery of what that Party considers to be an Excused Performance Problem and take reasonable actions to avoid any continued or recurring problems impacting the Services.