Flowdown Provisions Sample Clauses
Flowdown provisions require a party, typically a contractor or subcontractor, to incorporate specific terms and obligations from a primary contract into its agreements with lower-tier subcontractors or suppliers. In practice, this means that key requirements—such as confidentiality, compliance with laws, or performance standards—are passed down the contractual chain to ensure consistency and enforceability throughout all levels of a project. The core function of flowdown provisions is to ensure that all parties involved are bound by the same critical obligations, thereby reducing the risk of non-compliance and protecting the interests of the original contracting parties.
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Flowdown Provisions. The Contractor agrees to assume, as to ASTHO, the same obligations and responsibilities that ASTHO assumes toward the Concerned Funding Agency under those Federal Acquisition Regulations (FAR), if any, and applicable Concerned Funding Agency acquisition regulations, if any, that are mandated by their own terms or other law or regulation to flowdown to subcontractors or subgrantees, and therefore the Agreement incorporates by reference, and the Contractor is subject to, all such mandatory flowdown clauses. Such clauses, however, shall not be construed as bestowing any rights or privileges on the Contractor beyond what is allowed by or provided for in the Agreement, or as limiting any rights or privileges of ASTHO otherwise allowed by or provided for in the Agreement. The Contractor also agrees to flowdown these same provisions to any lower-tier subcontractors.
Flowdown Provisions. The SUPPLIER acknowledges that some or all of the goods or services under the PO may be provided under a prime contract issued by a third party, including the United States Government (the “Prime Contract”). The SUPPLIER agrees that any clauses or requirements of the Prime Contract required to be incorporated into subcontracts thereunder are hereby incorporated into the PO by reference. In the event that a conflict or ambiguity exists between the PO and the Prime Contract, the terms and conditions, or interpretation thereof, most favorable to ▇▇▇▇▇▇▇ shall control.
Flowdown Provisions. Sub-recipient shall include in any subcontract with any Vendor engaged by Sub-recipient to provide services on projects eligible for ARRA grant funding the terms and conditions from this Agreement as indicated by TRC. Definitions for Exhibit A
a. The terminology used in Exhibit A is based on the federal government language used for the distribution of American Recovery and Reinvestment Act (ARRA) funds and the associated reporting requirements. Unless the context otherwise requires, the terms defined below shall have, for all purposes of this Agreement, the respective meanings set forth below, the following definitions to be equally applicable to both the singular and plural forms.
i. Town of New London, the Local Government Entity identified in block 1.3 on page one of the Agreement, shall be called “Sub-recipient.”
ii. All service providers and/or contractors hired by the Sub-recipient to implement the project scope of work shall be called “Vendor(s).”
iii. All Agreements or contracts between the Sub-recipient and Vendor(s) shall be called “Sub-contracts”
Flowdown Provisions. To the extent that any work performed by Avecia under this Agreement is performed pursuant to a Prime Contract, Avecia acknowledges and agrees that any and all work performed thereunder is subject to the terms and conditions of the Prime Contract that are applicable to a subcontractor under the Prime Contract. Avecia acknowledges that it has been provided with a copy of the existing Prime Contracts and is informed as to the terms, conditions and obligations of the Prime Contract that are applicable to a subcontractor thereunder. Avecia covenants and agrees to be bound by the terms, conditions and obligations of the Prime Contract that are applicable to a subcontractor thereunder. Without limiting the foregoing, it is understood that Programmes under this Agreement will be carried out pursuant to obligations contained in the Prime Contracts and such Prime Contracts contain obligations on PharmAthene to flow down certain clauses (including, without limitation, US Government FAR, DFAR and HHSAR clauses and UK Government DEFCON clauses) to PharmAthene’s subcontractors, including Avecia. Clauses applicable to Prime Contract with Dail are set out in Schedule 1A and clauses applicable to Prime Contracts with NIH are set out in Schedule 1)B. Clauses flowing down from additional Prime Contracts will be set out in further schedules, to be added by written agreement of the parties. If a Project Plan refers to a schedule to this Agreement, the clauses set out in the relevant schedule shall be incorporated into this Agreement by reference solely in respect of such Project Plan.
Flowdown Provisions. Buyer reserves the right to include, and ▇▇▇▇▇▇ agrees to comply, with any flowdowns from ▇▇▇▇▇'s Prime Contract.
Flowdown Provisions. The Contract may be executed by the Purchaser in pursuance of its obligations under any agreement with a customer (“Main Contract”) and, under the Main Contract, the Purchaser may be liable for liquidated damages in the event of late delivery. To the extent that the Supplier delivers any Goods and/or Services later than the agreed delivery date and such delay causes the Purchaser to fail to meet the requirements of the Main Contract, the Supplier shall be liable to pay such portion of any liquidated damages owed by the Purchaser to its client which corresponds to the Supplier’s responsibility for such late delivery.
Flowdown Provisions. JVP will ensure that all entities JVP has contracted, or entered into other teaming arrangements with, to perform services under a Project Plan agreement will comply with Section 8. Section 508 Compliance and the specific provisions set forth in the JVP letter agreement for the project, Section 9. Information Technology (IT) Security and the specific provisions set forth in the JVP letter agreement for the project, Section 11. Confidentiality, Section 14. Intellectual Property and the specific provisions set forth in the JVP letter agreement for the project, and Section 16. Indemnification, as applicable.
Flowdown Provisions. The SUPPLIER acknowledges that some or all of the goods or services under the P.O. may be provided under a prime contract issued by a third party, including the United States Government (the “Prime Contract”). The SUPPLIER agrees that any clauses or requirements of the Prime Contract required to be incorporated into subcontracts thereunder are hereby incorporated into the P.O. by reference. In the event that a conflict or ambiguity exists between the P.O. and the Prime Contract, the terms and conditions, or interpretation thereof, most favorable to ▇▇▇▇▇▇▇ shall control.