Material Contractual Breach Sample Clauses
A Material Contractual Breach clause defines what constitutes a significant violation of the terms of an agreement, typically one that undermines the contract's core purpose or substantially deprives the other party of expected benefits. In practice, this clause outlines specific actions or omissions—such as failure to deliver goods, non-payment, or unauthorized disclosure of confidential information—that would be considered material breaches. Its core function is to distinguish serious breaches from minor ones, thereby providing a clear basis for remedies such as contract termination or claims for damages when a fundamental term is violated.
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Material Contractual Breach. Business Associate understands and agrees that, in accordance with the HITECH Act and the HIPAA Regulations, it will be held to the same standards as Covered Entity to rectify a pattern of activity or practice that constitutes a material Contractual Breach or violation of the HIPAA Regulations. Business Associate further understands and agrees that: (i) it will also be subject to the same penalties as a Covered Entity for any violation of the HIPAA Regulations, and (ii) it will be subject to periodic audits by the Secretary.