Common use of Modifications to Systems Clause in Contracts

Modifications to Systems. The Section Developer shall make any necessary modifications or upgrades to the ETCS to ensure continued compatibility and interoperability with MDTA's system in accordance with Section 24.1 of the Predevelopment Work Requirements, and will be responsible for any and all system maintenance, changes, modifications, or upgrades to the ETCS or operations. If any changes, modifications, or upgrades to the ETCS or other system modifications will adversely impact MDTA's Back- Office Systems or operations in any material respect, the parties agree to make good faith efforts to resolve such impact to each party’s satisfaction; provided, however, that any such changes, modifications, or upgrades must be ultimately compatible with MDTA's system and operations. Either party will notify the other in writing at least 90 days in advance of any changes or modification to such party’s system equipment that may affect the other’s system equipment or operations in any material respect. MDTA shall exercise due care and diligence in planning and implementing modifications, upgrades, and associated testing of its Back-Office System at levels which are reasonable given the schedule, scope, and budget for the ETCS, and will not require that the Section Developer exceeds what is considered customary and reasonable for hardware and software processing systems. However, MDTA provides no guarantee against adverse impacts to the performance of the hardware or software in the Section Developer's or others’ systems. While precautions will be taken by MDTA to help mitigate the risk of occurrence of such adverse impacts to the Section Developer, neither MDOT nor MDTA will, unless MDTA is in breach of its duty of due care and diligence, be financially responsible for the occurrence of adverse impact to the Section Developer or other third parties affected during such modifications, upgrades, and associated testing.